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HomeMy WebLinkAboutAgenda Packet City Council - 02/19/2019City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, February 19, 2019 Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. MEMBERS OF THE AUDIENCE WILL BE PROVIDED AN OPPORTUNITY TO ADDRESS THE COUNCIL AT APPROXIMATELY 12:00 P.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Si Usted desea dirigirse al Concilio y cree que su inglés es limitado, habrá un intérprete inglés-español en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary’s office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A.Mayor Joe McComb to call the meeting to order. B.Invocation to be given by Pastor Rick Barerra, Believe Church. C.Pledge of Allegiance to the Flag of the United States to be led by Tracey Cantu, Assistant Director of Communication. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.Proclamations / Commendations 1.19-0275 Commendation for Con Mims, Executive Director, Nueces River Authority. Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. F.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.UTILITY BILLING UPDATE Page 1 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised b.OTHER G.MINUTES: 2.19-0281 Regular Meeting of February 12, 2019. Minutes - February 12, 2019Attachments: H.BOARD & COMMITTEE APPOINTMENTS: 3.19-0277 Committee for Persons with Disabilities Electrical Advisory Board Leadership Committee for Senior Services Mechanical/Plumbing Advisory Board Pipeline Review Panel Regional Health Awareness Board Sister City Committee COMMITTEE FOR PERSONS WITH DISABILITIES ELECTRICAL ADVISORY BOARD LEADERSHIP COMMITTEE FOR SENIOR SERVICES MECHANICAL_PLUMBING ADVISORY BOARD PIPELINE REVIEW PANEL REGIONAL HEALTH AWARENESS BOARD SISTER CITY COMMITTEE Attachments: I.EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. Page 2 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised J.PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1.MAKE A STATEMENT OF FACTUAL INFORMATION. 2.RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3.ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN’S FIRST AMENDMENT RIGHTS. K.CONSENT AGENDA: (ITEMS 4 - 29) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4.19-0080 Lease Purchase of Vehicles for Police Department Motion authorizing the lease purchase of four Ford F-150 crew cab trucks from Silsbee Ford Inc. of Silsbee, Texas, plus two Nissan Rogue SUVs and three Altima sedans from Gunn Chevrolet Ltd of Selma, Texas for the Police Department for a total amount not to exceed $219,991.30. Agenda Memo - Lease Purchase of Vehicles for Police DeptAttachments: Page 3 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised Price Sheet - Lease Purchase of Vehicles for Police Dept. 5.19-0180 Service Agreement for Battery Replacements for Corpus Christi Fire Department Motion authorizing a one-year service agreement for battery replacements with Noyesmen, Inc., dba Interstate Batteries of South Texas, of Corpus Christi, Texas, for an amount not to exceed $27,618.70, with two one-year options for a total potential multi-year amount of $82,856.10. Agenda Memo-Battery Replacement for CCFD Bid Tabulation - Battery Replacement for CCFD Service Agreement - Battery Replacement for CCFD Attachments: 6.19-0058 Service Agreement for HEB Tennis Center Management and Program Services for Parks and Recreation Motion authorizing a five-year service agreement for HEB Tennis Center Management and Program Services with Sweet Spot Tennis, LLC of Corpus Christi, Texas for a management fee of $4,250 per month for a not to exceed five-year total amount of $255,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. Agenda Memo - HEB Tennis Center Management and Program Services Service Agreement - HEB Tennis Center Management Evaluation Matrix - RFP 1867 After Receiving BAFOs Presentation - Tennis Center Management Attachments: 7.19-0059 Service Agreement for Al Kruse Tennis Center Management Services for Parks and Recreation Motion authorizing a five-year service agreement for Al Kruse Tennis Center Management and Program Services with Love Tennis & Education of Corpus Christi, Texas for a management fee of $1,900 per month for a not to exceed five-year total amount of $114,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. Agenda Memo - Al Kruse Tennis Center Management RFP 1868 Evaluation Matrix - RFP 1868 After Receiving BAFOs Service Agreement No. 1868 Al Kruse Attachments: 8.19-0260 Service Agreement Amendment for Subscription and Maintenance of Customer Engagement Software for Utilities Department Motion authorizing an amendment for a one-year service agreement for subscription and maintenance of customer engagement software with Page 4 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised WaterSmart Software, Inc of San Francisco , California for an amount not to exceed $112,500. Agenda Memo - Subcription and Maintenance of Customer Engagement Software Amendment 1 - Subcription and Maintenance of Customer Engagement Software Executed Agreement Attachments: 9.19-0177 Service Agreement for Generator Preventive Maintenance and Repair Services Motion authorizing a one-year service agreement for generator preventive maintenance and repair services, including rentals with Holt Texas Ltd, of San Antonio, TX for an amount not to exceed $100,875, with two one-year options for a total potential multi-year amount not to exceed $302,625. Agenda Memo - Generator Repairs & PM Service Bid Tabulation- Generator Repair Service Agreement - Generator Repairs & PM Service Attachments: 10.19-0116 Supply Agreement for Emulsified Polymerized Asphalt (HFRS-2P) for Street Operations Motion authorizing a three-year supply agreement for the purchase of emulsified polymerized asphalt with Ergon Asphalt & Emulsions, Inc. of Austin, Texas for the not to exceed amount of $2,250,000. Agenda Memo - Emulsified Polymerized Asphalt (HFRS-2P). Bid Tabulation - Emulsified Polymerized Asphalt Supply Agreement - Emulsified Polymerized Asphalt (HFRS-2P). Attachments: 11.19-0160 Service Agreement for Offsite Repairs of Ford Vehicles for Asset Management Motion authorizing a one-year service agreement for offsite repairs of Ford vehicles with Crosstown Partners Inc., dba Sames Ford of Corpus Christi, Texas for an amount not to exceed $478,500, with a one-year option for a total potential multi-year amount of $957,000. Agenda Memo Offsite Repairs of Ford Vehicles Bid Tab-Offsite Repairs of Ford Vehicles Service Agreement - Offsite Repairs of Ford Vehicles Attachments: 12.19-0214 Resolution identifying Avanti at South Bluff as a development which will contribute to revitalization efforts Resolution of the City Council of the City of Corpus Christi, Texas identifying the project known as Avanti at South Bluff as a development that will contribute most significantly to the concerted revitalization efforts of the Page 5 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised City in the Downtown Area Development Plan; and providing for an effective date. Agenda Memo - Avanti at South Bluff Revitalization Resolution - Avanti at South Bluff concerted revitalization 2019 Attachments: 13.19-0247 Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. Agenda Memo - CCHFC and CCIDCAttachments: 14.19-0245 Appointing Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation . Agenda Memo - CBHFDC & CBCEFFCAttachments: 15.19-0185 Service Agreement for InCode Software for Municipal Court Resolution authorizing a five-year service agreement for InCode software maintenance and support with Tyler Technologies of Plano, Texas for an amount not to exceed $864,818. Agenda Memo - InCode Software 2019 Resolution - InCode Software HB 89 Verification Addendum - Tyler Technologies Maintenance and Support Agreement - 01.03.19 Corpus Christi TX - Maint. and Support Serv. Agmt. (LGD) - 1.23.19 Attachments: 16.19-0161 Second Reading Ordinance - Rezoning for a Property located at or near 6001 Crosstown Expressway (State Highway 286) (1st Reading 2/12/19) Case No. 1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC: Request for rezoning a property at or near 6001 Crosstown Expressway (State Highway 286) from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office Page 6 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Ordinance rezoning property at or near 6001 Crosstown Expressway (State Highway 286) from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Agenda Memo_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC Ordinance_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC CC Report_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC Presentation_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC Attachments: 17.19-0162 Second Reading Ordinance - Rezoning for a Property located at or near 0 Enterprize Parkway (1st Reading 2/12/19) Case No. 0119-01 Devary Durrill Foundation: Request for rezoning a property at or near 0 Enterprize Parkway from the “IL” Light Industrial District to the “CG-2” General Commercial District. Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the “IL” Light Industrial District to the “CG-2” General Commercial District. Ordinance rezoning property at or near 0 Enterprize Parkway from the “IL” Light Industrial District to the “CG-2” General Commercial District. Agenda Memo_0119-01 Devary Durrill Foundation Ordinance_0119-01 Devary Durrill Foundation CC Report_0119-01 Devary Durrill Foundation Presentation_0119-01 Devary Durrill Foundation Attachments: 18.19-0163 Second Reading Ordinance - Rezoning for a Property located at or near 1752 Rand Morgan Road (1st Reading 2/12/19) Case No. 0119-02 NP Homes, LLC: Request for rezoning a property at or near 1752 Rand Morgan Road from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Planning Commission Recommendation (January 9, 2019): Approval of Page 7 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised the change of zoning from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Staff Recommendation: Denial of the change of zoning from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Ordinance rezoning property at or near 1752 Rand Morgan Road from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Agenda Memo_0119-02 NP Homes, LLC Ordinance_0119-02 NP Homes, LLC CC Report_0119-02 NP Homes, LLC Presentation_0119-02 NP Homes, LLC Attachments: 19.19-0208 Second Reading Ordinance - Accepting and appropriating Victims of Crime Act (VOCA) Outreach Program Grant (1st Reading 2/12/19) Ordinance authorizing execution of all documents necessary to accept $216,469.70 grant from State of Texas, Criminal Justice Division for Victims of Crime Act Outreach Program with City match of $13,637.43 and in-kind match of $40,480 from Police Grant Fund; appropriating the $216,469.70 in Police Grants Fund for the VOCA Outreach program; and authorizing transfer of $13,637.43 from the General Fund to the Police Grants Fund and appropriating the same for total project cost of $270,587.13. Agenda memo VOCA outreach approp 02.12.2019 Ordinance - VOCA outreach 02.12.2019 Award letter 2677105 Attachments: 20.19-0174 Second Reading Ordinance - Accepting and appropriating funds from the Hurricane Public Health Crisis Response Cooperative Services grant (1st Reading 2/12/19) Ordinance accepting and appropriating grant from the Texas Department of State Health Services for the 2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant in the amount of $420,842. Agenda Memo-2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant 2017 Ordinance - DSHS Grant No. HHS000371500016 2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant Attachments: 21.18-1350 Second Reading Ordinance - Type A Grant for the Del Mar College Small Business Development Center (SBDC) (1st Reading 2/12/19) Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $300,000 for their Small Business Page 8 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised Development Center program over two years; appropriating $300,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Agenda Memo - Del Mar SBDC.docx Ordinance Del Mar SBDC.docx Del Mar SBDC Contract.docx DMC Small Business Development Center.pdf Attachments: 22.18-1351 Second Reading Ordinance - Type A Grant for the Del Mar College Contract Resource Center (CRC) (1st Reading 2/12/19) Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $133,000 for their Contractor Resource Center program; appropriating $133,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Agenda Memo - Del Mar CRC.docx Ordinance Del Mar CRC.docx DMC Creation of Contractor Resources Center.pdf Del Mar CRC Contract.docx Attachments: 23.19-0167 Second Reading Ordinance - Partial Easement Closure located at 13982 Binnacle Street (1st Reading 2/12/19) Ordinance abandoning and vacating 62.9 square feet of an existing utility easement on Lot 1, Block 712, Padre Island-Corpus Christi, Barataria Bay Unit 3, located at 13982 Binnacle Street. Agenda MemoR Ordinance with Exhibits Presentation Attachments: 24.19-0127 Second Reading Ordinance - Easement Closure for property located at 1649 Amber Drive (1st Reading 2/12/19) Ordinance abandoning and vacating a 0.02-acre (780 sq. ft.) existing utility easement on, Lot 3, Block 2, Perry’s Estates, located at 1649 Amber Dr. Agenda MemoaR Ordinanace with Exhibits Presentation Attachments: 25.19-0168 Second Reading Ordinance - Exempting Heines Substation from Wastewater Lot Acreage Fee (1st Reading 2/12/19) Ordinance exempting Heines Substation located at the Northwest corner of Page 9 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised Holly Road and Ennis Joslin alignment from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. Agenda MemoR Ordinance with contract - Heines Substation WW Exemption Presentation - Heines Substation Wastewater Exemption Attachments: 26.19-0169 Second Reading Ordinance - Exempting Swan Village Unit 1 from Wastewater Lot Acreage Fee (1st Reading 2/12/19) Ordinance exempting Swan Village Unit 1 located on FM 2444, between CR 41 and CR 43, from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. Agenda MemoR Ordinance with Contract Presentation - Swan Village Unit 1 Wastewater Exemption Attachments: 27.19-0227 Second Reading Ordinance - Approving Amendments to the Tax Increment Reinvestment Zone #2 amended Project & Financing Plans (1st Reading 2/12/19) Ordinance approving the amendment to the Tax Increment Reinvestment Zone #2 amended Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Two, Corpus Christi, Texas. Agenda Memo - January 22, 2019 Project Plan Amendment Ordinance - TIRZ 2 Project Plan 01.25.19 Exhibit A - Revised TIRZ 2 Project and Financing Plan EXHIBIT H Attachments: 28.19-0149 Second Reading Ordinance - Approving the Resale of 13 Foreclosed Properties (1st Reading 2/12/19) Ordinance authorizing the resale of 13 properties for $183,553.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $32,475.02 plus $38,933.42 for partial payment of City paving and demolition liens. Agenda Memo for Tax Foreclosure Properties - 13 revised2 Ordinance for Tax Resale of 13 Properties Exhibit A - Property for Tax Resale January 2019 Exhibit B - City of CC Letter 13 bids revised 2119 Presentation - Tax Resale Properties Attachments: 29.19-0306 Second Reading Ordinance - Appointments of Municipal Court Page 10 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised Judges (First Reading - 02/12/19) Ordinance appointing Mike James Alaniz, Young Min Burkett, Jacqueline Del Llano Chapa, Gail Loeb, and Patrick O’ Hare as full-time Municipal Judges of the Municipal Court of Record in the City of Corpus Christi, Texas; appointing Gail Loeb as the presiding judge; appointing Jerry L. Batek, Christopher E. Matt, Michael McCaig, Todd A. Robinson, and David Walsh as part-time judges of the Municipal Court of Record in the City Of Corpus Christi; determining salary; providing a term of office; and declaring an effective date. Ordinance Appointing Judges 2019 (MCC recommendation) 2.8.19Attachments: L.FUTURE AGENDA ITEMS: (ITEMS 30 - 34) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 30.19-0209 Service Agreement for Psychological Services for Police, Fire, Airport and Municipal Court Motion authorizing a three-year service agreement for psychological services with Kathryn W. Soward, Ph.D., of Corpus Christi, Texas, for an amount not to exceed $78,750.00, with two one-year options for a potential total amount not to exceed $131,250.00. Agenda Memo - Psychological Services for Police, Fire, Airport, and Municipal Court Evaluation Matrix - RFP 1989 Pychological Services Service Agreement 1989 Attachments: 31.19-0189 Approval of Five (5) Master Agreements for Facilities Multiple Award Contract (FMAC) Program Motion authorizing the City Manager or designee to execute a Master Agreement for the Facilities Multiple Award Contract (FMAC) program for a two-year term with the option to administratively renew annually for not more than three additional years, with no guaranteed minimum and a maximum aggregate of $2,500,000 per agreement in any one year with the following: Barcom Construction, Inc. of Corpus Christi, Texas Davila Construction, Inc. of Corpus Christi, Texas Gourley Contracting, LLC of Corpus Christi, Texas Teal Construction Company, Inc. of Corpus Christi, Texas Abba Construction, LLC of Laredo, Texas (Alternate Contractor) Agenda Memo - FMAC Presentation - FMAC FMAC Master Agreement 2019 BARCOM CONSTRUCTION Attachments: Page 11 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised FMAC Master Agreement 2019 DAVILA CONSTRUCTION FMAC Master Agreement 2019 GOURLEY CONTRACTING FMAC Master Agreement 2019 TEAL CONSTRUCTION FMAC Master Agreement 2019 ABBA CONSTRUCTION 32.19-0186 Supply Agreement for Asphalt Patch Bags for Street Operations Motion authorizing a three-year supply agreement with Asphalt Patch Enterprises, Inc. of New Braunfels, Texas, for the purchase of asphalt patch bags for a total amount not to exceed $371,347.20. Agenda Memo- Ashpalt Patch Bags Bid Tab - Asphalt Patch Bags - 60lbs Supply Agreement - Asphalt Patch Bags Attachments: 33.19-0231 Resolution for an Interlocal Agreement with Texas A&M Agrilife Extension Service for soil analysis Resolution authorizing an Interlocal Agreement with Texas A&M AgriLife Extension Service for a soil testing program. Agenda Memo - Interlocal Agmt for Soil Testing CCBEP Grant Resolution - TAMU AgriLife Soil Testing for CBBEP Grant Interlocal Agmt - Agrilife Soil Testing Lab Extension 2019 Attachments: 34.19-0215 Supply Agreement for Sludge Dewatering Polymer for Wastewater Plants Motion authorizing a one-year supply agreement for sludge dewatering polymer with Polydyne, Inc. from Riceboro, Georgia for a total amount not to exceed $308,992.00. Agenda Memo - Sludge Dewatering Polymer Supply Agreement -Sludge Dewatering Polymer.pdf Bid Tab - Sludge Dewatering Polymer Attachments: M.RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. N.PUBLIC HEARINGS: (NONE) O.REGULAR AGENDA: (ITEMS 35 - 37) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 35.19-0210 Resolution for approval to submit a grant application for funding available under the Violence against Women Act (VAWA) Fund Page 12 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised Resolution authorizing submission of grant application for $54,338.83 to the State of Texas under the Violence Against Women Act with city cash match of $14,000 and $8,280 in-kind services. Agenda Memo VAWA application 02.12.2019 Resolution VAWA 2019 Attachments: 36.19-0212 Resolution for approval to submit a grant application for funding available under the Victims of Crime Act Fund Resolution authorizing submission of grant application in the amount of $282,848.10 to the State of Texas under the Victims of Crime Act with city cash match of $61,112.02 and $9,600 in-kind services. Agenda memo VOCA 02.12.2019 Resolution - VOCA GRANT 2019 Attachments: 37.19-0307 Resolution of the Corpus Christi City Council to express opposition to legislation that would expand the statutory membership of the Port Commission of the Port of Corpus Christi Authority Agenda Memo - Port Commission Legislation Resolution in opposition to any legislation expanding the membership of the POCCA (003) Attachments: P.FIRST READING ORDINANCES: (ITEMS 38 - 42) 38.19-0237 First Reading Ordinance - Appropriating funds from the Recovery on damage claim Ordinance appropriating $5,682.32 from damage claim into General Fund to pay damage claim on a leased vehicle; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $5,682.32. Agenda memo - appro funds for damages to enterprise Ordinance appropriating insurance claim police 2019 Attachments: 39.19-0213 First Reading Ordinance - Amending Chapter 23 of the City Code prohibiting operating of retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 2:00 am to 7:00 am Ordinance amending Chapter 23 of the Corpus Christi Code to prohibit operating and using retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 2:00 am to 7:00 am; and providing for penalty. Agenda memo Hooka lounge 02.12.2019 Ordinance - After hours operating prohibition - Final Attachments: 40.19-0250 First Reading Ordinance - Easement closure for property located at Page 13 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised 16001 El Soccorro Loop Ordinance abandoning and vacating a 7.5-foot wide by approximately 60-feet in length (449.73 sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island-Corpus Christi, Coquina Bay Subdivision, located at 16001 El Soccorro Loop. Agenda Memo - El Soccorro closure Ordinanace with Exhibits - El Soccorro closure Presentation - El Soccorro closure Attachments: 41.19-0230 First Reading Ordinance - Appropriating reimbursement funds for the Coastal Bend Fertilizer and Pesticides Monitoring Program Ordinance to appropriate $37,048 in reimbursement funds received through the Reimbursement Contract with Coastal Bend Bays and Estuaries Program, Inc. for the Coastal Bend Fertilizer and Pesticides Monitoring Program in the No. 4300 Stormwater Treatment Fund. Agenda Memo - CBBEP fertilizer contract Ordinance - CBBEP fertilizer CBBEP reimb contract for Fertilizer Monitoring Attach-STORM WATER OUTREACH AND EDUCATION PLAN Attachments: 42.19-0261 First Reading Ordinance - Amending the Capital Improvement Budget for replacement of the current gas-powered chillers Ordinance amending the FY 2019 Capital Improvement Budget to add project E15135 Gas Department Chiller Replacement in the amount of $410,000 for replacement of the current gas powered-chillers. Agenda Memo - Gas Chillers Replacement at Gas Dept Building Ordinance - Gas Chillers Replacement at Gas Dept Building Location Map Attachments: Q.RECESS FOR CORPORATION MEETING: (ITEM 43) 43.19-0226 Special Meeting of the North Padre Island Development Corporation Council Agenda Memo - NPDIC Meeting 2-19-2019 NPIDC Agenda - February 19, 2019 August 21st Meeting Minutes NPIDC Financial Update for meeting on February 19th EXHIBIT H NPIDC Meeting Resolution - February 19, 2019 Attachments: R.RECONVENE COUNCIL MEETING Page 14 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised S.BRIEFINGS: (ITEMS 44 - 45) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. The City Manager or City Council Liaison for any city board, commission, committee or corporation (including Type A or B Corporation) may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 44.19-0220 Corpus Christi Museum of Science and History Update Agenda Memo - Museum of Science and History Update Presentation - Museum of Science and History Attachments: 45.19-0193 Port of Corpus Christi Ship Channel 16” Waterline Removal and Replacement Agenda Memo Port of Corpus Christi Ship Channel 16” Waterline Presentation Presentation - Ship Channel Waterlines Attachments: T.LEGISLATIVE UPDATE U.EXECUTIVE SESSION: (ITEMS 46 - 48) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in “Executive Sessions” constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 46.19-0182 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the purchase, exchange, lease, or value of real property rights at or in the vicinity of the Frost Bank Building and/or 2400 Block of Leopard Street, and pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property (including, but not limited to, property rights at or in the vicinity of the aforementioned locations) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. 47.19-0302 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to negotiations and potential Page 15 City of Corpus Christi Printed on 2/18/2019 February 19, 2019City Council Meeting Agenda - Final-revised litigation with the U.S. Environmental Protection Agency, Texas Commission on Environmental Quality, Texas Attorney General, and/or U.S. Department of Justice concerning the City's sanitary sewer system and/or water system, dissolved oxygen standards in Oso Bay, sanitary sewer overflows, and other regulatory matters related to the City’s wastewater treatment plants 48.19-0301 Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager V.IDENTIFY COUNCIL FUTURE AGENDA ITEMS Per Council Policies, an item may be added to the agenda by four members of the City Council. Council may give direction to the City Manager to add an item to a future agenda, but no other action will be taken, and no public comment solicited. W.ADJOURNMENT Page 16 City of Corpus Christi Printed on 2/18/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, February 12, 2019 Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. MEMBERS OF THE AUDIENCE WILL BE PROVIDED AN OPPORTUNITY TO ADDRESS THE COUNCIL AT APPROXIMATELY 12:00 P.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:31 a.m. Invocation to be given by Deacon Jesse Hinojosa, Diocese of Corpus Christi.B. Deacon Jesse Hinojosa gave the invocation. Pledge of Allegiance to the Flag of the United States to be led by John Byrum, Assistant Director of Utilities for Wastewater. C. Assistant Director of Utilities for Wastewater John Byrum led the Pledge of Allegiance. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: Interim City Manager Keith Selman, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Page 1City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:9 - Proclamations / CommendationsE. 1.Proclamation declaring February 17-23, 2019, "National Engineers' Week". Proclamation declaring March 10-16, 2019, "Girl Scout Week and 107th Anniversary of Girl Scouts of the USA". Commendation for the 84th Annual Nueces County Junior Livestock Show Queen's Contest. Check Presentation from Thunder Riders M/C Corpus Christi Chapter. Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. Mayor McComb presented the proclamations and commendation. Fire Chief Robert Rocha received a check for the Corpus Christi Fire Department from the Thunder Riders M/C Corpus Christi Chapter. Mayor McComb conducted the swearing-in ceremony for newly appointed board and committee members. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. J. Mayor McComb deviated from the agenda and referred to comments from the public. City Manager Miles K. Risley read the Rules of Decorum for the Council Chambers. City Secretary Rebecca L. Huerta conducted the public comment period. Tracey Crown, 3226 Bimini, thanked the City Council for their service to the City and requested that the City Council reinstate the hours of operation and increase staffing at the Janet Harte Public Library. Brian Watson, 5813 Hugo, spoke in opposition to renaming Naval Air Station - Corpus Christi after late U.S. President George Herbert Walker Bush. Tabitha McGinnis, 5825 Hampshire, spoke in support of reinstating the hours of operation at the Janet Harte Public Library. John Vega, 325 Aberdeen, spoke regarding Agenda Item 27, rezoning of property located at or near 4130 South Alameda Street, and expressed concerns regarding increasing traffic in the neighborhood. James T.C. Chadden, 1718 Arlington, thanked Assistant City Secretary Paul Pierce for assisting him with submitting his application to serve on the Committee for Page 2City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Persons with Disabilities; thanked Council Members Molina, Hernandez, and Guajardo for attending the Veterans Round Table meeting; invited the City Council to attend upcoming Veterans Round Table meetings; and credited Council Member Molina for inspiring him to attend computer classes. Tom Messner, 1002 Antelope, spoke in support of Agenda Item 42, SQH Sports & Entertainment, Inc., a regional sports complex for Corpus Christi. BRIEFINGS: (ITEM 40)R. 40.Corpus Christi Regional Transportation Authority (CCRTA) 2018 Year in Review Mayor McComb deviated from the agenda and referred to Item 40. Jorge Cruz-Aedo, Chief Executive Officer of the Corpus Christi Regional Transportation Authority (RTA), stated that the purpose of this item is to provide an update on the RTA and its accomplishments. Mr. Cruz-Aedo presented the following information: the RTA's Board of Directors; the RTA's four principles and objectives; that the RTA is committed to providing transparency; the 2018 financial snapshot; financial community impact; the RTA's service area map; a history of street allocations provided to Corpus Christi and other cities; service facts; fleet and maintenance upgrades; safety and security; emergency preparedness; improvements at the RTA; workforce accomplishments; community relations; contributions to the local economy through innovation; the five-year service improvement plan; rebranding and rider options; and the autonomous pilot program with Texas A&M University - Corpus Christi (TAMU-CC). Council members discussed the following topics: the status of the natural gas program; fare recovery rates; the average cost per ride; the process for raising rates; the RTA's retirement plan; how the City utilizes the funding provided by the RTA; the Street Preventative Maintenance Plan (SPMP); funding received from the RTA for concrete bus pads and ADA sidewalk improvements; the transition to small fleet vehicles; base failure on bus routes; the autonomous pilot program; Sunday service routes; the RTA's technology; the number of square miles covered by the RTA; the total amount of funding provided by the RTA to the City; ADA compliance at bus stops; future plans to establish special routes from TAMU-CC to the downtown area; and a recommendation for the RTA and Fire Department to discuss a program to assist the Fire Department with repeat non-emergency callers. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb referred to City Manager's Comments. Interim City Manager Keith Selman reported on the following topics: OTHERc. 1) Southwest Airlines has announced that they will begin non-stop, direct flights on Saturdays between Corpus Christi and Love Field Airport in Dallas, Texas. 2) The 2019 Great Texas Warrant Roundup will begin on Saturday, February 23, 2019. The amnesty period will be from February 18, 2019 through February 22, 2019 to allow individuals to voluntarily take care of their citations. 3) The City received a "Certificate of Distinction" for its Investment Policy from the Government Treasurers' Organization of Texas. 4) The Housing and Page 3City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Community Development Department won a National Community Development Audrey Nelson Award for the Play for All Playground at Salinas Park. 5) Interim City Manager Keith Selman recognized Utilities Department Administrative Manager Blanca Villanueva for being chosen the 2019 Employee of the Quarter. UTILITY BILLING UPDATEa. Interim City Manager Selman introduced Interim IT Director Peter Collins who provided the following information regarding the City's Infor software and the utility billing system: the Development Services portal, including training staff on the utilization of Infor; an update regarding missed utility bills; the media plan to address missed utility bills; the audit process; and issues related to the Hanson and Lawson software systems. Council members discussed the following topics: the utility billing exception reports; if training regarding the Development Services portal will improve performance at Development Services; the benefits of the Development Services portal; the status of the meter transmission units (MTU) and proactive maintenance; the placement of the data collection units (DCU); and the accuracy of the MTUs. b.BOND STREET PROGRAM UPDATE Executive Director of Public Works Valerie Gray presented an update on the status of the Bond Street Program including: a bond summary of street and non-street related propositions from Bond Programs 2004 through 2018; implementation of Bond 2012, 2014, and 2016; a summary of projects under construction from Bond 2012 and 2014; Bond 2012 and 2014 not under construction or completed; Bond 2016 projects under construction; Bond 2018 and Type A funded projects; and key actions needed to develop a proposal for Bond 2020. Council members and staff discussed the following topics: an explanation of liquidated damages; advanced communication, coordination and planning with franchise utilities on bond projects; the start date for Old Robstown Road; delays with the Yorktown Boulevard project and the impact to businesses; incentivizing for early completion of projects; if 100% of the bond funding for previous bond projects has been utilized; a council member requested a report, on a regular basis, regarding the balance of bond funds; a future workshop regarding Bond 2020; Bond 2012 projects that are not completed; pre-engineering design of bond projects; prioritizing surplus bond project funds; if there are contractors that are repeat offenders regarding liquidated damages; the deferred Twigg Street project; the Leopard Street Project; if there is a database regarding streets scheduled for maintenance; and addressing the new Carroll High School. EXECUTIVE SESSION: (ITEM 43) Mayor McComb deviated from the agenda and referred to Executive Session Item 43. The Council went into executive session at 2:06 p.m. The Council returned from executive session at 3:09 p.m. 43.Executive Session pursuant to Texas Government Code § 551.071 Page 4City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation, disannexation, apportionment of extra-territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities (including, but not limited to proposed Gulf Coast Growth Ventures’ chemical manufacturing facility in San Patricio County, Texas, proposed fractionator and related facilities in Nueces County, and existing and proposed industrial facilities in San Patricio County and Nueces County) that are and/or will be consumers of water and/or wastewater services and connections to the Mary Rhodes Pipeline for facilities to supply water thereto and provision of water and/or wastewater services related to the Harbor Bridge construction project and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). This E-Session Item was discussed in executive session. RECESS FOR LUNCHN. The recess for lunch was held during Executive Session Item 43. MINUTES:G. 2.Regular Meeting of January 22, 2019. Mayor McComb referred to approval of the minutes. Council Member Roy made a motion to approve the minutes, seconded by Council Member Barrera and passed unanimously (Council Member Hernandez - absent). REGULAR AGENDA: (ITEM 27)P. 27.First Reading Ordinance - Rezoning for a Property located at or near 4130 South Alameda Street (Public Hearing held 1/22/19) Case No. 1218-01 Carmelite Sisters: Request for rezoning a property at or near 4130 South Alameda Street from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District. Planning Commission and Staff Recommendation (December 12, 2018): Page 5City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Approval of the change of zoning from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District. Ordinance rezoning property at or near 4130 South Alameda Street from the “RS-6” Single-Family 6 District to the “CN-1” Neighborhood Commercial District. Mayor McComb deviated from the agenda and referred to Item 27. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to rezone the subject property to allow for a future commercial use and reuse of the building. This item was tabled at the January 22, 2019 Council meeting to allow stakeholder discussions to occur between the broker and neighborhood residents. On Monday, January 28, 2019, Development Services staff met with the applicant and a group of neighborhood stakeholders. General consensus was reached that addressed the neighborhood's concerns regarding traffic, noise, lights, and potential uses that could harm property values or their quality of life. The proposal is as follows: Tract 1, "RM-1/SP" Multifamily District with a Special Permit; Tract 2, "RM-1 Multifamily District; Tract 3, "CN-1" Neighborhood Commercial District; and the remainder of the property remaining "RS-6". Ms. Nixon-Mendez provided an overview of the Special Permit conditions. Mayor McComb referred to comments from the public. Darrin Aldrich, 426 Carmel, spoke regarding the alternate zoning option and stated that the neighborhood would still like to see concerns addressed regarding: traffic from Everhart Road to Aberdeen Street; multifamily uses, including group housing; minimum density; and traffic across the Carmel Parkway ditch. Jackie Hannebaum, 482 Carmel, thanked the City for working with the neighborhood and addressed concerns regarding group living limitations and traffic across the Carmel ditch. Mark Adame, 819 W. Upper Broadway, representative for the applicant, stated that the Carmelite Sisters are in support of the alternate zoning option and spoke regarding developing a mechanism regarding rezoning property that is non-conforming due to annexation. Council members and staff discussed the following topics: allowable uses in the "RM-1" District; clarification of group living; appreciation to stakeholders for coming to a general consensus; issues regarding non-conforming properties due to annexation; and traffic calming devices from Everhart Road to Aberdeen Street. The following alternate zoning proposal was considered: Case No. 1218-01 Carmelite Sisters: Ordinance rezoning property at or near 4130 South Alameda Street from the “RS-6” Single-Family 6 District to the “RM-1/SP” Multifamily 1 District with a Special Permit (Tract 1), the “RM-1” Multifamily 1 District (Tract 2), and the “CN-1” Neighborhood Commercial District (Tract 3). Council Member Smith made a motion to approve the alternate ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Page 6City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 BOARD & COMMITTEE APPOINTMENTS:H. 3.Citizens Advisory Health Board Community Youth Development (78415) Program Steering Committee Landmark Commission Library Board Retired and Senior Volunteer Program Advisory Committee Mayor McComb referred to board and committee appointments. The following appointments were made: Citizens Advisory Health Board Council Member Smith made a motion to appoint Jonathan L. Garison and Krista C. Ramirez, seconded by Council Member Molina and passed unanimously. Community Youth Development (78415) Program Steering Committee Council Member Barrera made a motion to reappoint Ricardo Pimentel (78415 Resident) and Simone Sanders (78415 Resident) and appoint Velma Lozano (78415 Resident), Rene Gutierrez (78415 Resident), Christi Ortiz (Regular Member), Deborah Sherrill (78415 Resident) and Marlena L. Asocar Wilson (Regular Member), seconded by Council Member Smith and passed unanimously. Landmark Commission Council Member Garza made a motion to reappoint Randy J. Dees, Sr. (Regular Member) and Christine Reiser Robbins (Historian), seconded by Council Member Molina and passed unanimously. Council Member Garza made a motion to appoint Monica Rawlings (Title Search), seconded by Council Member Molina and passed unanimously. Library Board Council Member Garza made a motion to reappoint Tom Krepel (Regular Member) and Alice Nixon (La Retama Club), seconded by Council Member Molina and passed unanimously. Council Member Garza made a motion to appoint Ida A. Hobbs (Regular Member), seconded by Council Member Hernandez and passed unanimously. Page 7City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Retired and Senior Volunteer Program Advisory Committee Council Member Molina made a motion to reappoint Renee Hundley (At-Large) and Sylvia Portales (At-Large), seconded by Council Member Garza and passed unanimously. Council Member Hernandez made a motion to appoint Patti Anderson (At-Large), Joann Arevalo (At-Large), Connie Aaron (At-Large) and Ruby C. Martinez (RSVP Volunteer), seconded by Council Member Guajardo and passed unanimously. EXPLANATION OF COUNCIL ACTION:I. CONSENT AGENDA: (ITEMS 4 - 10)K. Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. There were no comments from the public. In response to Mayor McComb regarding Agenda Item 9, Fire Chief Robert Rocha stated that the purpose of this item is to purchase an impel pumper and impel rescue truck that will be funded by reimbursement received from the Texas Ambulance Supplemental Payment Program (TASPP). A council member requested that Item 10 be pulled for individual consideration. Council Member Molina made a motion to approve the consent agenda, seconded by Council Member Barrera. The consent agenda items were passed and approved by one vote as follows: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 4.Supply Agreement for Liquid Aluminum Sulfate for O.N. Stevens Water Treatment Plant Motion authorizing a one-year supply agreement for liquid aluminum sulfate with Chemtrade Chemicals US, LLC, of Parsippany, New Jersey for the amount of $2,573,982, with two additional one-year renewal options for a potential total amount of $7,721,946. This Motion was passed on the consent agenda. Enactment No: M2019-019 5.Supply Agreement for Liquid Chlorine in Railcar for O.N. Stevens Water Treatment Plant Motion authorizing a one-year supply agreement for liquid chlorine in Page 8City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes railcar with Brenntag Southwest Inc, of Lancaster, Texas for an amount not to exceed $303,288. This Motion was passed on the consent agenda. Enactment No: M2019-020 6.Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA) Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Avanti at South Bluff to be developed by Avanti at South Bluff, LP. This Resolution was passed on the consent agenda. Enactment No: 031664 7.Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA) Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Casa de Manana Apartments to be developed by TG 110, Inc. This Resolution was passed on the consent agenda. Enactment No: 031665 8.Resolution identifying a development in the La Molina - Near West Existing Conditions Report which will contribute to revitalization efforts Resolution identifying the project known as Casa de Manana Apartments as a development that will contribute most significantly to the concerted revitalization efforts of the City in the La Molina - Near West Area. This Resolution was passed on the consent agenda. Enactment No: 031666 9.Second Reading Ordinance - Purchase of Impel Pumper and Impel Rescue Truck for Fire Department (1st Reading 1/22/19) Ordinance authorizing the purchase of an impel pumper and impel rescue truck from Siddons-Martin Emergency Group from Denton, Texas, via Buyboard for a total amount not to exceed $1,580,000; appropriating $1,580,000 from the unreserved fund balance of the General Fund; and Page 9City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes amending the budget. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031667 10.Second Reading Ordinance - Professional Services Contract for Restoration of SEA District Water Features (Capital Improvement Project - Type A) Ordinance amending the FY 2019 Capital Improvement Program budget to increase the year one budget for project #E16458 Restoration of SEA District Water Features in the amount of $300,000; and authorizing execution of professional services contract with LNV, Inc., in the amount of $364,100 for the Restoration of SEA District Water Features project. Mayor McComb referred to Item 10, a contract with LNV Inc. for the restoration of SEA District water features project. The presentation team included Director of Engineering Services Jeff Edmonds, Interim Director of Parks and Recreation Becky Perrin and Dan Leyendecker, LNV Inc. Council members and the presentation team discussed the following topics: a previous future agenda item presented at the February 12, 2019 Council meeting regarding a service agreement and repair of the Water Garden Pump; the issues raised at the February 12, 2019 Council meeting regarding if the maintenance pumps used to repair the Water Garden could be relocated to be used in the new design of the Water Garden and if Federal Emergency Management Agency (FEMA) funds awarded for repair could be used in the new design of the projects; engineering design provisions related to the repair of the Water Garden Pump; that the FEMA allocation can be rolled into the long-term project and construction costs; the timeline for repairing the Water Garden; maintenance issues regarding the Water Garden; that a new water pump was purchased in 2016 for the Water Garden and the Water Garden remained operational until Hurricane Harvey; that the Water Garden was opened in 1988, with the pumps running for 28 years; that Type A seawall funds will be used to fund the project; the legal opinion that the project can be funded by Type A seawall funds; the definition of the seawall; maintenance issues with the seawall; a future discussion to pay off the seawall debt and present a proposition to the voters to use the remaining funds for streets; that the current project scope does not include a phased approach to repair the Water Garden pumps and redesign the SEA Water features with the FEMA funding; the City's obligation to repair the Water Garden that was gifted to the City; costs associated with redesigning the Water Garden project; if there are funds, other than the Type A seawall funds, to fund the project. Council Member Hernandez made a motion to table the item to allow staff to modify the scope of work to include repairs and upgrades to the water features, seconded by Council Member Guajardo. Council members discussed the phased implementation of the project and the Type A seawall funding source. The motion to table failed with the following vote: Council Member Hernandez voting "Aye"; Mayor McComb and Council Members Molina, Roy, Smith, Barrera, Garza, and Guajardo voting "No" (Council Member Hunter - absent). Page 10City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Council Member Molina made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance failed with the following vote: Aye:Council Member Barrera1 - Nay:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Molina, Council Member Roy and Council Member Smith 7 - Absent:Council Member Hunter1 - Abstained:0 FUTURE AGENDA ITEMS: (ITEMS 11 - 22)L. Mayor McComb referred to Future Agenda Items. Interim City Manager Keith Selman stated that staff had planned presentations on Items 13 and 14. A council member requested information on Item 17. 11.Lease Purchase of Vehicles for Police Department Motion authorizing the lease purchase of four Ford F-150 crew cab trucks from Silsbee Ford Inc. of Silsbee, Texas, plus two Nissan Rogue SUVs and three Altima sedans from Gunn Chevrolet Ltd of Selma, Texas for the Police Department for a total amount not to exceed $219,991.30. This Motion was recommended to the consent agenda. 12.Service Agreement for Battery Replacements for Corpus Christi Fire Department Motion authorizing a one-year service agreement for battery replacements with Noyesmen, Inc., dba Interstate Batteries of South Texas, of Corpus Christi, Texas, for an amount not to exceed $27,618.70, with two one-year options for a total potential multi-year amount of $82,856.10. This Motion was recommended to the consent agenda. 13.Service Agreement for HEB Tennis Center Management and Program Services for Parks and Recreation Motion authorizing a five-year service agreement for HEB Tennis Center Management and Program Services with Sweet Spot Tennis, LLC of Corpus Christi, Texas for a management fee of $4,250 per month for a not to exceed five-year total amount of $255,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. This Motion was recommended to the consent agenda. Page 11City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes 14.Service Agreement for Al Kruse Tennis Center Management Services for Parks and Recreation Motion authorizing a five-year service agreement for Al Kruse Tennis Center Management and Program Services with Love Tennis & Education of Corpus Christi, Texas for a management fee of $1,900 per month for a not to exceed five-year total amount of $114,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. This Motion was recommended to the consent agenda. 15.Service Agreement Amendment for Subscription and Maintenance of Customer Engagement Software for Utilities Department Motion authorizing an amendment for a one-year service agreement for subscription and maintenance of customer engagement software with WaterSmart Software, Inc of San Francisco , California for an amount not to exceed $112,500. This Motion was recommended to the consent agenda. 16.Service Agreement for Generator Preventive Maintenance and Repair Services Motion authorizing a one-year service agreement for generator preventive maintenance and repair services, including rentals with Holt Texas Ltd, of San Antonio, TX for an amount not to exceed $100,875, with two one-year options for a total potential multi-year amount not to exceed $302,625. This Motion was recommended to the consent agenda. 17.Supply Agreement for Emulsified Polymerized Asphalt (HFRS-2P) for Street Operations Motion authorizing a three-year supply agreement for the purchase of emulsified polymerized asphalt with Ergon Asphalt & Emulsions, Inc. of Austin, Texas for the not to exceed amount of $2,250,000. This Motion was recommended to the consent agenda. 18.Service Agreement for Offsite Repairs of Ford Vehicles for Asset Management Motion authorizing a one-year service agreement for offsite repairs of Ford vehicles with Crosstown Partners Inc., dba Sames Ford of Corpus Christi, Texas for an amount not to exceed $478,500, with a one-year Page 12City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes option for a total potential multi-year amount of $957,000. This Motion was recommended to the consent agenda. 19.Resolution identifying Avanti at South Bluff as a development which will contribute to revitalization efforts Resolution of the City Council of the City of Corpus Christi, Texas identifying the project known as Avanti at South Bluff as a development that will contribute most significantly to the concerted revitalization efforts of the City in the Downtown Area Development Plan; and providing for an effective date. This Resolution was recommended to the consent agenda. 20.Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. This Motion was recommended to the consent agenda. 21.Appointing Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation . This Motion was recommended to the consent agenda. 22.Service Agreement for InCode Software for Municipal Court Resolution authorizing a five-year service agreement for InCode software maintenance and support with Tyler Technologies of Plano, Texas for an amount not to exceed $864,818. This Resolution was recommended to the consent agenda. FUTURE CORPORATION MEETING: (ITEM 23)M. Page 13City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes 23.Special Meeting of the North Padre Island Development Corporation This Corporation Meeting was recommended to be held. PUBLIC HEARINGS: (ITEMS 24 - 26)O. 24.Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 6001 Crosstown Expressway (State Highway 286) Case No. 1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC: Request for rezoning a property at or near 6001 Crosstown Expressway (State Highway 286) from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Ordinance rezoning property at or near 6001 Crosstown Expressway (State Highway 286) from the “RS-6” Single-Family 6 District and “ON” Neighborhood Office District to the “ON” Neighborhood Office District, the “CN-1” Neighborhood Commercial District, and the “CC” Commercial Compatible District. Mayor McComb referred to Item 24. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to rezoning the subject property to allow for the construction of a medical office building. Ms. Nixon-Mendez stated that the Planning Commission and staff are in favor of the zoning change. Mayor McComb opened the public hearing. Bernard Seger, 601 Texan Trail, spoke in support of the zoning change. Mayor McComb closed the public hearing. Council members spoke in support of the rezoning. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Page 14City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Abstained:0 25.Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 0 Enterprize Parkway. Case No. 0119-01 Devary Durrill Foundation: Request for rezoning a property at or near 0 Enterprize Parkway from the “IL” Light Industrial District to the “CG-2” General Commercial District. Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the “IL” Light Industrial District to the “CG-2” General Commercial District. Ordinance rezoning property at or near 0 Enterprize Parkway from the “IL” Light Industrial District to the “CG-2” General Commercial District. Mayor McComb referred to Item 25. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to rezone the subject property to allow for the construction of a hotel. Ms. Nixon-Mendez stated that the Planning Commission and staff are in favor of the zoning change. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. In response to a council member, Ms. Nixon-Mendez stated that the rezoning would not make the surrounding warehouse operations non-conforming. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 26.Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 1752 Rand Morgan Road Case No. 0119-02 NP Homes, LLC: Request for rezoning a property at or near 1752 Rand Morgan Road from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Planning Commission Recommendation (January 9, 2019): Approval of the change of zoning from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Staff Recommendation: Denial of the change of zoning from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Page 15City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Ordinance rezoning property at or near 1752 Rand Morgan Road from the “RS-6” Single-Family 6 District to the “RS-4.5” Single-Family 4.5 District. Mayor McComb referred to Item 26. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to rezone the subject property to allow for reduced setbacks and smaller single-family lots. Ms. Nixon-Mendez stated that Planning Commission recommends approval of the zoning change; staff recommends denial. Mayor McComb opened the public hearing. Moses Mostaghasi, NP Homes, spoke in support of the zoning change. Mr. Mostaghasi stated that he intended to build 109 lots, between 6,500 and 10,000 square feet, and is requesting the zoning change to allow for a 20-foot setback. Council members and Mr. Mostaghasi spoke regarding the following topics: the total number of lots; increased density; the distance from Sam Kane Beef to the subject property; and the preliminary plat. Council Member Roy made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 REGULAR AGENDA: (ITEMS 27 - 29)P. 28.Resolution to Adopt the City Council Vision Elements for 2019-2020 Mayor McComb referred to Item 28. Assistant to the City Manager Esther Velazquez stated that the purpose of this item is to adopt the City Council's Vision Elements for 2019-2020. Ms. Velazquez provided a brief overview of the vision elements. There were no comments from the Council or the public. Council Member Molina made a motion to approve the resolution, seconded by Council Member Barrera. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Absent:Council Member Guajardo1 - Abstained:0 Enactment No: 031668 29.Discussion with possible action regarding the process for City Page 16City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes Charter Review. This Item was not considered. FIRST READING ORDINANCES: (ITEMS 30 - 39)Q. 34.First Reading Ordinance - Partial Easement Closure located at 13982 Binnacle Street Ordinance abandoning and vacating 62.9 square feet of an existing utility easement on Lot 1, Block 712, Padre Island-Corpus Christi, Barataria Bay Unit 3, located at 13982 Binnacle Street. Mayor McComb deviated from the agenda and referred to Item 34. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to abandon and vacate a portion of an existing utility easement due to encroachment of a residential home into the easement. In response to a council member, Ms. Nixon-Mendez stated that there are no utilities in the easement. There were no comments from the public. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Roy. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith 7 - Absent:Council Member Guajardo and Council Member Molina2 - Abstained:0 30.First Reading Ordinance - Accepting and appropriating Victims of Crime Act (VOCA) Outreach Program Grant Ordinance authorizing execution of all documents necessary to accept $216,469.70 grant from State of Texas, Criminal Justice Division for Victims of Crime Act Outreach Program with City match of $13,637.43 and in-kind match of $40,480 from Police Grant Fund; appropriating the $216,469.70 in Police Grants Fund for the VOCA Outreach program; and authorizing transfer of $13,637.43 from the General Fund to the Police Grants Fund and appropriating the same for total project cost of $270,587.13. Mayor McComb referred to Item 30. Police Management Services Director Pat Eldridge stated that the purpose of this item is to accept and appropriate a grant in the amount of $216,469.70 for the Victims of Crime Act Outreach Program with a City match of $13,637.43 and in-kind match of $40,480. There were no comments from the Council or the public. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and Page 17City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith 7 - Absent:Council Member Guajardo and Council Member Molina2 - Abstained:0 31.First Reading Ordinance - Accepting and appropriating funds from the Hurricane Public Health Crisis Response Cooperative Services grant Ordinance accepting and appropriating grant from the Texas Department of State Health Services for the 2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant in the amount of $420,842. Mayor McComb referred to Item 31. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept and appropriate a grant from the Texas Department of State Health Services for the Hurricane Public Health Crisis Response Services Grant. In response to Mayor McComb, Ms. Rodriguez provided information on the services provided through the grant. There were no comments from the public. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith 8 - Absent:Council Member Molina1 - Abstained:0 32.First Reading Ordinance - Type A Grant for the Del Mar College Small Business Development Center (SBDC) Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $300,000 for their Small Business Development Center program over two years; appropriating $300,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Mayor McComb referred to Item 32. Mike Culbertson, Corpus Christi Regional Economic Development Corporation (EDC), stated that the purpose of this item is to approve a Type A grant for Del Mar College for the Small Business Development Center program in the amount of $150,000 annually for a total of two years. There were no comments from the public. Council members discussed the following topics: that the State of Texas Page 18City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes reduced their funding to the Small Business Development Center; that Del Mar College increased their contribution to the Small Business Development Center; how the Small Business Development Center was previously funded; and the Small Business Development Center's assistance to minority and small business. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Absent:Council Member Hernandez1 - Abstained:0 33. First Reading Ordinance - Type A Grant for the Del Mar College Contract Resource Center (CRC) Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $133,000 for their Contractor Resource Center program; appropriating $133,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Mayor McComb referred to Item 33. Mike Culbertson, Corpus Christi Regional Economic Development Corporation (EDC), stated that the purpose of this item is to approve a Type A grant for Del Mar College for the Contractor Resource Center program in the amount of $133,000. A council member discussed local small businesses having opportunities to work with larger companies. There were no comments from the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 35.First Reading Ordinance - Easement Closure for property located at 1649 Amber Drive Ordinance abandoning and vacating a 0.02-acre (780 sq. ft.) existing utility easement on, Lot 3, Block 2, Perry’s Estates, located at 1649 Amber Dr. Mayor McComb referred to item 35. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to vacate and abandon an Page 19City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes existing utility easement for a future proposal of an accessory structure. There were no comments from the Council or the public. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 36.First Reading Ordinance - Exempting Heines Substation from Wastewater Lot Acreage Fee Ordinance exempting Heines Substation located at the Northwest corner of Holly Road and Ennis Joslin alignment from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. Mayor McComb referred to Item 36. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to exempt the owner of Heines Substation from the payment of wastewater acreage fees in accordance with Section 8.5.2.G.1 of the Unified Development Code. There were no comments from the Council or the public. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Absent:Council Member Garza1 - Abstained:0 37.First Reading Ordinance - Exempting Swan Village Unit 1 from Wastewater Lot Acreage Fee Ordinance exempting Swan Village Unit 1 located on FM 2444, between CR 41 and CR 43, from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. Mayor McComb referred to Item 37. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to exempt the owner of Swan Village Unit 1 from payment of wastewater acreage fees. There were no comments from the public. Council members discussed the following topics: plans to extend wastewater services; that the homeowner will be required to connect once wastewater is Page 20City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes available to the area; and the required distance allowed for exemption of the wastewater acreage fees. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Nay:Council Member Hernandez1 - Abstained:0 38.First Reading Ordinance - Approving Amendments to the Tax Increment Reinvestment Zone #2 amended Project & Financing Plans Ordinance approving the amendment to the Tax Increment Reinvestment Zone #2 amended Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Two, Corpus Christi, Texas. Mayor McComb referred to Item 38. Interim Business Liaison Grayson Meyer stated that the purpose of this item is to approve the amendment to the Tax Increment Reinvestment Zone #2 (TIRZ # 2) Project and Financing Plan. There were no comments from the Council or the public. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 39.First Reading Ordinance - Approving the Resale of 13 Foreclosed Properties Ordinance authorizing the resale of 13 properties for $183,553.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $32,475.02 plus $38,933.42 for partial payment of City paving and demolition liens. Mayor McComb referred to Item 39. Interim Director of Financial Services Alma Casas stated that the purpose of this item is to approve the resale of 13 properties for failure to pay ad valorem taxes from which the City will receive partial payment of City paving and demolition liens. Linebarger, Goggan, Blair, & Sampson, L.L.P. was contracted to pursue collection of delinquent ad valorem taxes. City Secretary Rebecca L. Huerta announced that Council Member Garza abstained from this item. Page 21City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes In response to Mayor McComb, Marvin Leary, Linebarger, Goggan, Blair, & Sampson, provided an overview of the resale process. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Abstained:Council Member Garza1 - BRIEFINGS: (ITEMS 40 - 42)R. 41.2018 Year in Review - Art Museum of South Texas Mayor McComb referred to Item 41. Interim Business Liaison Grayson Meyer stated that the purpose of this item is to report on the 2018 activities of the Art Museum of South Texas. Joe Schenk, Director of the Art Museum of South Texas, presented the following highlights: the Los Tejanos exhibition from Cheech Marin, including the member reception and media day; the Los Tejanos and Vilcek Teacher Development Training Workshops; The Dorothy and Herbert Vogel Collection exhibit; the Visionarios Award Ceremony and Family Day; the Tree of Life Project and various camps at the Garcia Center; The Art of Richard Stout Sense of Home and Target Texas exhibits and reception; the artRageous Cowboy Cosmonaut fundraiser; the "Fine Art of Summer" camps; the Texas A&M University - Corpus Christi performance partnership; Masterpieces of American Modernism from the Vilcek Collection; programming and art lessons at City Senior Centers; Vilcek Family Day; College Night at the Museum; the Art Ball Fundraiser; the Dorothy Hood exhibit; the Museum of Fine Arts Houston reception; the Dorothy Hood Interactives Technology awards; and the 9th Annual Christmas Tree Forest. Council members spoke regarding the following topics: damage to the Art Museum of South Texas due to Hurricane Harvey and elevator issues. Mayor McComb called for a brief recess at 6:50 p.m. Mayor McComb reconvened the Council meeting at 7:07 p.m. 42.SQH Sports & Entertainment, Inc. A Regional Sports Complex for Corpus Christi Mayor McComb referred to Item 42. Mayor McComb announced that Council Member Garza abstained from this item. Interim Director of Parks and Recreation Becky Perrin stated that the purpose of this item is to address additional questions raised from the First Reading Agenda Item, SQH Sports & Entertainment (SQH) Lease on April 17, 2018, to cancel and replace the prior lease agreement, authorized by Ordinance 030993 on October 18, 2016 for approximately 68 acres of land for a regional youth sports complex with a 40-year lease agreement for 203 acres of land located near State Highway 286 and FM 43 for a regional sports complex and other improvements with up to four, five-year terms. After the First Reading, the Parks and Recreation Director and SQH renegotiated the cost per acre of land and included an increase Page 22City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes annually by the Consumer Price Index for the rental. The item was presented on Second Reading on August 14, 2018 and after discussion, the City Council voted to table the item. Bert Quintanilla, SQH, introduced the presentation team including Derrick Hegmon and Gregg Deeb. Mr. Hegmon presented the following information: an overview of the proposed regional sports complex; key changes since the last presentation including: $50,000 annual rent for additional acreage, construction of the public extension of Oso Parkway to be constructed by SQH, and construction of a public hike and bike trail by SQH; other Texas communities currently developing sports complexes; SQH's leadership team's experience; SQH's total investment; projected economic impact and job creation during construction and the first five years of operation; benefits to the City; and performance milestones in the proposed lease agreement. Council members and the presentation team discussed the following topics: SQH's experience building this type and size complex; financing for the project; that the City would retain ownership of the land or any infrastructure improvements should the project fail; the timeline for the project; expected timeline to begin bringing in tournaments and how the complex will be marketed; wastewater infrastructure for the site; the appraised value of the property; what happens if performance milestones are not met; the Portland Texas Sports Complex; how long the process has taken regarding the project; how much SQH has invested in the project to date; SQH's development of the "Every Child Can Play Foundation"; the City's risks associated with the project; that SQH has a current lease for 68 acres; if the property is located in an air installation compatible use zone (AICUZ) area; how the $50,000 annual rental fee was determined; that the original RFP's scope of work did not include 203 acres; and concern regarding SQH's lack of experience. The Council went into executive session to discuss legal concerns and the valuation of the property. EXECUTIVE SESSION: (ITEMS 43 - 47)S. Mayor McComb referred to the day's executive sessions. The Council went into executive session at 8:20 p.m. The Council returned from executive session at 10:05 p.m. 43.Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation, disannexation, apportionment of extra-territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities (including, but not limited to proposed Gulf Coast Growth Ventures’ chemical manufacturing facility in San Patricio County, Texas, proposed fractionator and related facilities in Nueces County, and existing and proposed industrial facilities in San Patricio County and Nueces County) that are and/or will be Page 23City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes consumers of water and/or wastewater services and connections to the Mary Rhodes Pipeline for facilities to supply water thereto and provision of water and/or wastewater services related to the Harbor Bridge construction project and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). This E-Session Item was discussed in executive session. 44.Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning litigation including, but not limited to, the cases of City of Ingleside v. City of Corpus Christi, including potential consideration of settlement offers and/or fees for attorneys, engineers, and other expert witnesses assisting in defense of action(s) and updates on litigation in other cases. This E-Session Item was discussed in executive session. 45.Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to contractual obligations pursuant to the lease of property to SQH Sports & Entertainment, Inc. near the intersection of State Highway 286 and Weber Road and areas adjacent thereto and pursuant to Texas Government Code § 551.072 to discuss and deliberate the lease and value of the aforementioned real property owned by the City when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. This E-Session Item was discussed in executive session. 46.Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of judges of the Municipal Court. Mayor McComb referred to Item 46 and the following ordinance was considered: Ordinance appointing Mike James Alaniz, Young Min Burkett, Jacqueline Del Llano Chapa, Gail Loeb, and Patrick O’Hare as full-time Municipal Judges of the Municipal Court of Record in the City of Corpus Christi, Texas; appointing Gail Loeb as the presiding judge; appointing Jerry L. Batek, Christopher E. Matt, Michael McCaig, Todd A. Robinson, and David Walsh as part-time judges Page 24City of Corpus Christi Printed on 2/15/2019 February 12, 2019City Council Meeting Minutes of the Municipal Court of Record in the City of Corpus Christi; determining salary; providing a term of office; and declaring an effective date. Council Member Guajardo made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 47.Executive Session pursuant to Texas Government Code § 551.071 to consult with attorneys concerning litigation including, but not limited to, the bankruptcy case of In re Sam Kane Beef Processors, LLC. This E-Session Item was discussed in executive session. BRIEFINGS: (ITEM 42)S. 42.SQH Sports & Entertainment, Inc. A Regional Sports Complex for Corpus Christi Mayor McComb returned to the discussion regarding Item 42. MOTION OF DIRECTION Council Member Barrera made a motion directing the Interim City Manager to bring back the second reading ordinance and lease agreement for 203 acres of land for a regional youth sports complex with the presented changes, seconded by Council Member Hunter. The Motion of Direction was passed and approved with the following vote: Council Members Molina, Roy, Barrera, Guajardo, Hernandez and Hunter voting "Aye"; Mayor McComb and Council Member Smith voting "No"; Council Member Garza abstained. IDENTIFY COUNCIL FUTURE AGENDA ITEMST. None. ADJOURNMENTU. The meeting was adjourned at 10:11 p.m. Page 25City of Corpus Christi Printed on 2/15/2019 COMMITTEE FOR PERSONS WITH DISABILITIES *Six (6) vacancies with terms to 02/01/20 and 02/01/21. (Note: Committee is recommending James (T. C.) Chadden and Vanessa P. Nisbet.) Composition Nine (9) residents of the city who shall be appointed by the City Council. The membership of the committee shall be composed of individuals with disabilities and representatives of agencies and organizations functioning within the committee' (area who are interested in the provision of services to persons with disabilities and others who are interested in the abilities and specific needs of persons with disabilities, subject to Council approval. The Human Relations Administrator, Director of Parks and Recreation, and Building Official shall serve as ex -officio non-voting members. The Chairperson of the Committee for Persons with Disabilities shall serve as an ex -officio voting member of the Human Relations Commission. Name Term Appt. date End date Appointing Authority Position Status Category Attendance *Richard Balli 3 11/12/2013 2/1/2019 City Council Chair Seeking reappointment 7/7 meetings 100% *Mary C Bustos 2 4/15/2014 2/1/2019 City Council Seeking reappointment 5/7 meetings 71% (1 excused absence) *James (T.C.) Chadden 1 1/17/2017 2/1/2020 City Council Forfeited his position upon filing as City Council Candidate *Joe A. DeLaGarza 1 9/27/2016 2/1/2019 City Council Exceeded number of absences allowed by ordinance *Sabrina Ramirez 1 10/17/2017 2/1/2019 City Council Seeking reappointment 3/7 meetings 42% (2 excused absences) *Anthony Zoccolillo 2 3/8/2016 2/1/2019 City Council Seeking reappointment 5/7 meetings 71% (1 excused absence) Marshall Burns 3 5/14/2013 2/1/2020 City Council Vice -Chair Active Melanie R Gomez 1 7/17/2018 2/1/2020 City Council Active Anthony M Navarrette 1 1/17/2017 2/1/2020 City Council Active Building Official N/A N/A N/A Ex -Officio, Non-voting Active Human Relations Administrator N/A N/A N/A Ex -Officio, Non-voting Active Parks and Recreation Director N/A N/A N/A Ex -Officio, Non-voting Active COMMITTEE FOR PERSONS WITH DISABILITIES Applications Name District Michael J Brady District 3 James (T.C.) Chadden District 2 Robert Chapman District 5 Margareta Fratila District 3 Vanessa P Nisbet District 2 Erika Rivera District 3 Lynn A Valley District 1 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Nov 19, 2018 Profile Michael First Name Email Address 4402 Bluefield Drive Street Address Corpus Christi City What district do you live in? * 17 District 3 Current resident of the city? c• Yes r No 3 If yes, how many years? J Brady Middle Initial Last Name Mobile: (910) 467-9859 Business: (361) 961-3714 Primary Phone Alternate Phone Huntington ingails Industries Senior Analyst Employer Job Title NAS Corpus Christi, Hangar 47 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78419 Work Address - Zip Code 361-961-3714 Work Phone michael.brady@hii-tsd.com Work E-mail address TX State 78413 Postal Code Michael J Brady Page 1 of S Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: I currently do not serve in any city functional areas Education, Professional and/or Community Activity (Present) AA Supervision and Management Department of Labor Aviation Maintenance Retired US Marine Corps Master Sergeant 4th Degree Member and Officer with Knight of Columbus Council 9220, Catholic Charity Organization Former Operations Director of Camp Cookie, Ranch for abused and neglected children Martial Arts and Self Defense Instructor Why are you interested in serving on a City board, commission or committee? I wish to continue serving others with my time and talents for it is apart of my moral fiber. My faith tells me "as each has received a gift, use it to serve one another, as good stewards of God's varied grace ..." Having witnessed a Committee for Persons with Disabilities meeting and working with individuals from the team, I knew that I wanted to become apart of a team of like minded individuals where we could share our talents. Upload a Resume Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes c' No Michael J Brady Pane 2 of 5 Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Michael .1 Brady Pane 3 of S Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. pJ I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Michael .1 Brady Pane 4 of 5 Michael .1 Rradv Pane 5 of S Michael Brady 4402 Bluefield Drive Aviation Management Professional Corpus Christi, TX 78413 Maintenance, Training and Scheduling 919-467-9859 Professional Summary • Team Lead, Senior Analyst and U.S. Air Force Liaison for aircraft Joint Depot Level Maintenance • Over 20 years of U.S. Marine Corps aviation maintenance managerial and supervisor experience that included serving as an Aircraft Maintenance Chief, an Aviation Quality Assurance Representative, and as an Aviation Maintenance and Material Controller. • CNATRA Naval Aircrew U. S. Marine Liaison: Managed training pipeline for U. S. Marine and allied nation aircrew students and assisted with U. S. Navy aircrew training. • Senior Enlisted Maintenance Advisor: Advised leadership in all areas of maintenance, flight scheduling, enlisted performance, billet requirements, aviation training, and manning within the aircraft maintenance and aircrew departments. • Documented history of sustained, superior work performance; possess Secret Clearance. Core Competencies Aviation Maintenance and Program Management Quality Assurance in Flightline, Airframe, & Avionics Training/Learning Management Systems Flight Schedule/Training Management Training Device and Simulator Operation Maintenance Manpower Management Curriculum Development Acquisition Processes and Principles Professional Experience Senior Analyst, Team Lead Huntington Ingalls Industries Task Group Naval Aircrew, Marine Liaison, Center of Naval Air Training Senior Enlisted Maintenance Advisor, Heavy Marine Helicopter Squadron Quality Assurance Chief, Marine Expeditionary Unit Quality Assurance Chief, Heavy Marine Helicopter Squadron Class Desk Rotary/Fixed Wing Aircraft, Marine Aviation Logistics Squadron Director of Operations, Camp Cookie at Guardian Ranch Supervisor, Marine Aviation Training Systems Sites Trustee, Knights of Columbus Director, Aircrew Training, Heavy Marine Helicopter Training Squadron Martial Arts and Self Defense Instructor, U.S. Marine Corps Weapons and Tactics Instructor, U.S. Marine Corps Supervisor, Heavy Marine Helicopter Squadron 07/2017 -Current 08/2015-06/2017 0112015-0612015 0112014-1212014 08/2012-1212013 1012011-0712012 0612009-06-2015 06/2009-09/2011 01/2008 -Current 06/2005-05/2009 0112002-0612017 01/2001-06/2017 10/1996-05/2005 Education AA Degree in Supervision and Management, Coastline Community College Studying for Project Management Professional certification Completed 3000 -hour, U.S. Dept. of Labor Powerplant Mechanic Apprenticeship program. Contract Office Representative, Defense Acquisition University Martial Arts and Self Defense Instructor, U.S. Marine Corps Welder and Pipe Fitter, Western Technical Institute Michael Brady 4402 Bluefield Drive Aviation Management Professional Corpus Christi, TX 78413 Maintenance, Training and Scheduling 910.467-9859.: Creating and Maintaining a Safe Environment CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Nov 07, 2018 Profile James (t.c.) First Name Email Address 1718 Arlington Dr. Street Address Corpus Christi City What district do you live in? * 17 District 2 Current resident of the city? C Yes r No 70 If yes, how many years? Mobile: (361) 429-7760 Primary Phone Work Address - Street Address and Suite Number Work E-mail address Chadden Last Name Alternate Phone Preferred Mailing Address fJ Home/Primary Address Which Boards would you like to apply for? COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted TX State 78415 Postal Code Interests & Experiences Are you a registered voter? r Yes r No .lames (t.c.) Chadden Page 1 of 4 Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Retired United States Army Veteran Formerly a Certified Appraiser/Home Inspector Broadmoor Senior Center Participant High School Diploma Why are you interested in serving on a City board, commission or committee? Because I'm handicapped myself. Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 6' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c' No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes V' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No James (t.c.l Chadden Pane 2 of 4 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. pz I Agree James lt.c.l Chadden Pane 3 of 4 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rJ I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. iv I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree James (t.c.l Chadden Pane 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Jun 13, 2018 Application for a City Board, Commission, Committee or Corporation Profile Robert First Name Email Address 6906 Vineyard Dr. Street Address Corpus Christi City What district do you live in? * 17 District 5 Current resident of the city? 6. Yes r No 35 If yes, how many years? Chapman Last Name Home: (361) 855-1415 Mobile: (361) 876-5678 Primary Phone Alternate Phone N/A Work Address - Street Address and Suite Number N/A©N/A Work E-mail address Preferred Mailing Address I"J Home/Primary Address Which Boards would you like to apply for? COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted TX State 78414 Postal Code Interests & Experiences Are you a registered voter? r Yes r No Robert Chanman Pane 1 of 4 Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Masters of Science in Vocational Education Why are you interested in serving on a City board, commission or committee? I have had previous experience in conducting accessibility of Texas schools for the Texas Education Agency. My spouse has ALS and accessibility is problem for her in getting around the city. Demographics Gender Iq Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r• No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes c' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes P No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes c No Robert Charman Pane 2 of 4 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I did not answer yes. Board -specific questions (if applicable) Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree Robert Chanman Pane 3 of 4 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. r'J I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. r✓ I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. rJ I Agree Rnhert Chanman Page 4 of 4 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 11, 2019 Profile Margareta First Name Email Address 3606 TRIPOLI DR. Street Address Fratila Last Name CORPUS CHRISTI TX 78415 City State Postal Code What district do you live in? * V District 3 Current resident of the city? Yes r No 36 If yes, how many years? Home: (361) 851-9418 Primary Phone Home: (361) 739-3029 Alternate Phone EUROPEAN FLORAL DESIGN S OWNER Employer Job Title 3230 REID DR. #F Work Address - Street Address and Suite Number CORPUS CHRISTI Work Address - City TX Work Address - State 78404 Work Address - Zip Code 361-852-0471 Work Phone Work E-mail address • Marnareta Fratila Pane 1 of 6 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? AIRPORT BOARD: Submitted COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT: Submitted CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted CRIME CONTROL & PREVENTION DISTRICT: Submitted ETHICS COMMISSION: Submitted HOUSING AUTHORITY: Submitted MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted NUECES COUNTY TAX APPRAISAL DISTRICT: Submitted OIL AND GAS ADVISORY COMMITTEE: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted ISLAND STRATEGIC ACTION COMMITTEE: Submitted AIRPORT ZONING COMMISSION: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: NO Education, Professional and/or Community Activity (Present) SEE ATTACHED RESUME Why are you interested in serving on a City board, commission or committee? Upload a Resume Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Marnareta Fratila Pane 2 of 6 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes c° No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board -specific questions (if applicable) Question applies to CORPUS CHRISTI CONVENTION & VISITORS BUREAU The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? * p None of the above Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) c' Yes r No Marnareta Fratila Pane 3 of 6 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged meaning elderly, persons with disabilities or low- income individuals? r Yes r No Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Question applies to MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD The Museum of Science & History Advisory Board must include representatives from certain categories. Do you qualify for any of the following categories? * 17 K - 12 Education 17 Higher Education 17 Business Community 17 Community Advocate Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (For NCAD) Are you a resident and qualified elector* of the District (Nueces County)? C: Yes r No Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (NCAD) Have you resided in the District for at least 2 years? r Yes r No Question applies to OIL AND GAS ADVISORY COMMITTEE The Oil & Gas Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * 17 None of the above Marnareta Fratila Pane 4 of 6 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W. I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. rJ I Agree Marnareta Fratila Pane 5 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Marnareta Fratila Pane 6 of 6 MARGARETA FRATILA, MBM, TMF Master of Science in Horticulture 3606 Tripoli Dr. Corpus Christi, TX 78415 Office: 361-851-9418 Mobile:361-739-3029 Education: • Master of Science in Horticulture and Agriculture Degree from Horticulture University of Bucharest, Romania. • Master of Art Degree in Business Management and Human Resources Development, Webster University, St. Louis MO and Corpus Christi State University • Corpus Christi State University (Texas A&M University -Corpus Christi) work toward Certification in secondary education and high school and MBA program. o Life Earth Science o Biology, Horticulture o French • Texas Master Florist and Professional Floral Design Commentator, International Bridal Florist Certification. • Floral Design and Management Certifications at Del Mar College • Certified Mediator for Nueces County Courthouse • Official Translator for Nueces County Courthouse • Deville Business School -Secretarial and Business office filing ■ Stephan Ministry trained as a Stephan Leader at Church of the Good Shepherd, Corpus Christi, TX. • Church of Acts- Class of the Prophets, one year class • Certified preacher, Evangelist, Healer, Missionary ■ Real Estate Institute in Corpus Christi, TX enrolled (three classes from completing the requirements to take Real Estate Broker Examination) Honors and Achievements: • Recipient of Republican Senatorial Medal of Freedom, 2004 • Life Member of Republican Senatorial Inner Circle and Presidential Round Table ■ Member of Texas State Society of Washington D.C. o Organized three Texas "Black Tie and Boots" Presidential Inaugural ball o Participated in five Presidential Inaugurations • Member of Republican Women's Club • Feature and Keynote Speaker at various schools, churches, and organizations such as: o Texas Federation of Republican Women o Republican Women's Club, Conroe TX o Knights of Columbus, Fourth Degree, Conroe, TX o Speaker for elementary schools, three high schools, and other city organizations • Corpus Christi Christians Women's Club, Past Chairman of Events • Producer of two television shows on local Channel 10 public Access ■ Weekly Adoration at the Our Lady of Corpus Christi ■ Member of the League of Womens Voter Member of Friday Morning Group • Participated in five Republican National and State Conventions • Past Director of the three city Boards: o Library Board o Tree Advisory o Landmark commission ■ Candidate for City Council 2014,2016 • CASA Volunteer Employment History: 1983 -Present Friday February 13, 1983 my dream to open my own business comes true. I became owner and CEO of Margaret's Greenhouse and European Floral Design. Full Service flower shop, interiorscaping, and landscaping with instruction in Floral design and Horticulture. Teaching Flower Design on premises or in television. 2010 -Present. Business Consultant for various small businesses, Medical Offices, Real Estate Investments 2011- Producer of "Flower Talks - The Language of Love" with Margareta and "Bright Star -The Magic Romanian Matchmaker of All." The shows are produced and aired weekly (so far we have over 160 episodes aired) Feb 16, 1881 Immigrated to Untied States -became citizen in 1990 Feb 16 1982 arrived in Corpus Christi TX, crossing the Harbor Bridge penniless, but with a big dream that it was accomplished and I am looking forward to help our citizens to accomplish their dreams and live in a safe and pleasant environment. Personal: Proud Mother of two children and four grandchildren Languages spoken: Romanian, French, English, Russian, Latin, German Dreams and Aspirations Writer of the book in progress, "A Flight to Freedom," to be followed by a motion picture cast in Romania, Corpus Christi, TX and other world places. When finalized and approved by publisher and producer as being ready I will present it to the George W. Bush Presidential Library in Dallas, where I am a Charter Member, for signing and fundraising for the "Fight to Freedom" section helping with the fundraising for other immigrants who will want to share their life story of struggle and success. The book is a real life motivational story of my own struggles and success as an immigrant, to follow and accomplish my dream in the free world. http://www.ustream.tv/recorded/652159 Skills and Trades: • Sociable and Personable to the Extreme • Personal Advisor and Counselor • Fantastic Promoter and Social Events Organizer • Network "QUEEN" (as I am known) • Extremely versatile in protocol, good manners and people skills • Negotiator and peace maker • Knowledge of people characters and body language • Proved success in leadership abilities and business management adviser • My principles and moral values are timeless and endless, therefore I have many followers of my principles, everyday, in every areas of their life. • Stephen Leader -Stephen Ministry trained to teach God's care for caregivers. Goals and Ambitions: To share my diversified knowledge with the people of all races, colors and religions, as long as they comes here in the USA, from all over the word in a purpose to overcome their struggle through education, beliefs, and following their dreams of freedom with hard work and faith. I want to serve the people in Corpus Christi, the city that I love and its citizens where they become my adoptive family. My message is that KNOWLEDGE IS POWER and each and every American should appreciate and look to this country through the eyes of an immigrant. MAY GOD BLESS AMERICA, and KEEP IT ALWAYS FREE!!! References By Request CITY OF CORPUS CHRISTI Submit Date: Sep 04, 2018 Application for a City Board, Commission, Committee or Corporation Profile Vanessa First Name director@risecorpuschristi.org Email Address 605 Ralston Ave. Street Address Corpus Christi City What district do you live in? * 11 District 2 Current resident of the city? r Yes r No 15 If yes, how many years? Mobile: (361) 945-5028 Primary Phone P Middle Initial Nisbet Last Name Business: (361) 814-9399 Alternate Phone The Rise School of Corpus Christi Executive Director Employer Job Title 744 Everhart Rd. Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78411 Work Address - Zip Code 361-814-9399 Work Phone director@risecorpuschristi.org Work E-mail address TX State 78404 Postal Code Vanessa P Nisbet Pane 1 of 4 Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: n/a Education, Professional and/or Community Activity (Present) Master's Degree in Administration Education, Currently finished a certification in Low -incidence and disability, Currently Executive Director of the Rise School of Corpus Christi. Why are you interested in serving on a City board, commission or committee? I have a passion for children and adults with disabilities. With my knowledge and experience i feel i can help our community is this area. I recently i have just designed a full inclusion playground for my school and I feel I have gain much more knowledge in this area. Upload a Resume Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes c' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c No Vanessa P Nishet Pane 2 of 4 Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. n/a Board -specific questions (if applicable) Verification Vanessa P Nishet Pane 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. rJ I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rJ I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Vanessa P Nishet Par7P 4 of 4 Vanessa Nisbet 605 Ralston Corpus Christi, Texas 78404 Phone: (361)945-5028 Email: director@risecorpuschristi.org Educator Goal oriented and driven, executive director dedicated to educating young children, inspiring minds, and a love for learning. Enthusiastic, hardworking, and motivated educator with strong communication and interpersonal skills to cultivate working relationships within the childcare community. Education: Masters of Science Educational Administration December 2010 Texas A&M University- Corpus Christi Bachelor of Science in Interdisciplinary Studies December 2008 Texas A&M University- Corpus Christi Associates of Arts in Teaching Ec-4 Generalist May 2007 Del Mar College -Corpus Christi Certifications: Pedagogy and Professional Responsibilities EC -4 Content EC -4 Generalist Special Education EC -12 Low -Incidence Disabilities Certificate October 2008 April 2009 July 2014 July 2017 Related Experiences: Rise School of Corpus Christi February 2015 -Current Executive Director Rise School of Corpus Christi March 2011 -February 2015 Lead Teacher (18monthes-3.5 years classroom) YMCA Summer Camp Director Corpus Christi, Texas Summer 2010 Kindergarten Teacher SS. Cyril and Methodius School 2009-2010 Seashore Learning Center Pre -k 3 & 4 Summer 2009 Camp Counselor Accelerated Reading Interventionist & Accelerated Math Interventionist Spring 2009 3, 4, and 5 grades East Elementary, Taft Texas Vanessa Nisbet 605 Ralston Corpus Christi, Texas 78404 Phone: (361)945-5028 Email: director@risecorpuschristi.org References: Sherry Rumley (361)537-6983 5138 Cape Ann Corpus Christi, Tx 78412 sherryarumleys.net Rob George (254)717-5107 401 Chase Drive Corpus Christi, TX 78412 rhgeorgeiiDgmail.com Anthony Navarrette (850)384-1051 anthony.m.navarrette@gmail.com CITY OF CORPUS CHRISTI Submit Date: Jan 18, 2019 Application for a City Board, Commission, Committee or Corporation Profile Erika Rivera First Name Last Name erivera@goodwillsouthtexas.com Email Address 1518 SEVILLE DR Street Address Corpus Christi City What district do you live in? * 17 District 3 Current resident of the city? Yes r No 9 If yes, how many years? Business: (361) 446-0550 Primary Phone Mobile: (361) 728-3924 Alternate Phone Goodwill Industries of South Community Engagement Texas Manager Employer Job Title 2961 South Port Ave Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78405 Work Address - Zip Code 361-446-0550 .............................. Work Phone erivera@goodwillsouthtexas.com Work E-mail address TX State 78416 Postal Code Erika Rivera Pane 1 of 5 Preferred Mailing Address I Home/Primary Address Which Boards would you like to apply for? COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted Interests & Experiences Are you a registered voter? Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Young Business Professionals, Vice Chair of Community Service -Committee Education, Professional and/or Community Activity (Present) BA, Communication from Texas A&M University -Corpus Christi If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) N/A Why are you interested in serving on a City board, commission or committee? I believe the City should have new individuals with different perspectives to join on a City Board, which is why I feel that as a young professional I would be able to give the city new insights and a fresh look to this committee. Upload a Resume Demographics Gender rJ Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? C Yes r No Frika Rivera Pane 2 of S Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes c' No Does your employer or your spouse's employer have a City contract? ✓ Yes P No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes P No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Erika Rivera Pane 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Erika Rivera Pane 4 of 5 Erika Rivera Pane 5 of 5 Erika Rivera 1518 Seville Dr. Corpus Christi, Texas 78416 361-446-0550or erivera@goodwillsouthtexas.com Education: Communication B.A. Minor: Public Relations Texas A&M University -Corpus Christi Skills: Corpus Christi, Texas Fluent in Spanish Microsoft Word, Excel, PowerPoint, Publisher Video Editing with Adobe Primer Pro Public Speaking, Interpersonal, Group Communication, Persuasion Social Media: Facebook, Instagram, YouTube, Pinterest, Canva Related Goodwill Industries of South Texas, Inc. Corpus Christi, Texas Experience: Marketing & Fund Development June, 2018 - Present Community Engagement Manager • Oversee and manage all special events. • Responsible for the overall accuracy and integrity of the Goodwill donor records and acknowledgment of donations. • Create content to promote Goodwill on mediums such as social media, web, and other communication platforms. • Responsible for presenting the Goodwill story through speeches, displays and other means such as civic clubs, churches, community fairs, trade shows, media interviews, Nueces Electric Cooperative, INC. Corpus Christi, Texas Compliance Department Feb. 2018 -June 2018 Corporate Communications/Human Resources Intern • Communicate a positive Cooperative image and build member loyalty and understanding of NEC • Assist in the development of Texas Co-op Power Magazine, member publications, brochures, press releases, media campaigns, and social media to enhance NEC's image/brand. • Professional administration of NEC youth programs, Youth Tour, Field Trips, and Scholarships. • Use photography to capture and document internal and external events, services, and industry related subjects. Texas A&M University - Corpus Christi Corpus Christi, Texas Office of Marketing and Communications Fall 2016 - Spring 2017 PR Writing Intern • Draft and edit media alerts, web stories, and news releases. • Research articles and information related to the subject matter to include in web articles. • Copy editing and proofreading monthly events, campus announcements and update. • Transcribe audio interviews into text. • Facilitating media at events and interviews. References Provided Upon Request CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jul 19, 2018 Profile Mrs Lynn Prefix First Name Email Address 5902 Horizon dr Street Address Corpus Christi City What district do you live in? * I'J District 1 Current resident of the city? r Yes r No 35 If yes, how many years? Mobile: (361) 336-9271 Primary Phone n/a Work Address - Street Address and Suite Number none Work E-mail address A Valley Middle Initial Last Name Home: (361) 742-1036 Alternate Phone Which Boards would you like to apply for? TX State ANIMAL CARE ADVISORY COMMITTEE: Submitted COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted HUMAN RELATIONS COMMISSION: Submitted CORPUS CHRISTI B CORPORATION: Submitted 78408 Postal Code Interests & Experiences Are you a registered voter? c• Yes r No Mrs I vnn A Valley Pane 1 of 4 Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and/or Community Activity (Present) GED Why are you interested in serving on a City board, commission or committee? Have lived here 35 yrs, the city has always been therer for me. Would like to start beimg there for it. Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes r• No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No Mrs Lynn A Valley Pane 2 of 4 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. answered no to all Board -specific questions (if applicable) Question applies to ANIMAL CARE ADVISORY COMMITTEE The Animal Care Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? 7 None of the above Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged meaning elderly, persons with disabilities or low- income individuals? r Yes r No Question applies to HUMAN RELATIONS COMMISSION The Human Relations Commission must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Renting of Dwellings Mrs Lynn A Valley Pane 2 of 4 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Mrs Lynn A Valley Pane 4 of 4 ELECTRICAL ADVISORY BOARD *Eight (8) vacancies with term to 12-31-19 and 12-31-20, representing the following categories: 1 - Master Electrician, 1 - Journeyman, 1 - Electrical Engineer, 1- Commercial Builder, 1- Home Builder, 1- Not Connected to Electrical Industry, 1- Utility Power Distribution and 1- Electrical Supply Business. (Note: Staff is recommending the postponement of 1 - Electrical Engineer, 1 - Home Builder and 1- Commercial Builder for further recruitment.) Composition Ten (10) persons appointed by the City Council: two (2) persons with at least five years active experience as a master electrician; one (1) person with at least five years active experience as a journeyman electrician; two (2) engineers, one (1) of whom shall have a bachelor of science degree in electrical engineering and a minimum of five (5) years experience in the practice of electrical engineering, preference for appointment may be given to professional engineers licensed in the State of Texas; one (1) person with five (5) years experience in the commercial building industry; one (1) person with five (5) years experience in the home building industry; one (1) person not connected with the electrical industry; one (1) person who shall be a field representative from a utility power distribution company that services the Corpus Christi area and have had at least five (5) years of experience; and one (1) person who shall have at least five (5) years of experience in the electrical supply business. Six (6) members of the Board constitute a quorum, and concurring vote of not less than six (6) members is necessary to constitute an official action of the Board. Members serve two-year staggered terms. Name Term Appt. date End date Appointing Authority Position Status Category Attendance Robert Aguilar 3 2/12/2013 12/31/2018 City Council Met six year service limitation Master Elect. William R Ashcraft Jr. 1 5/9/2017 12/31/2018 City Council Seeking reappointment Utility Power Distr. 2/2 meetings 100% *David A Carranco 1 5/9/2017 12/31/2018 City Council Seeking reinstatement Journeyman Elect. Steven Deases 3 1/11/2011 12/31/2016 City Council Met six year service limitation Electrical Eng. William Pitchford 3 1/13/2009 12/31/2016 City Council Met six year service limitation Home Builder Robert Sandate 2 3/24/2015 12/31/2018 City Council Seeking reappointment Electrical Supply Business 2/2 meetings 100% Vacant 1 N/A 12/31/2019 City Council Vacant Commercial Builder Lyndon E Smiling 1 5/9/2017 12/31/2018 City Council Seeking reappointment Not Connected to Elect. Industry 2/2 meetings 100% Paul S. Cervantes 1 3/20/2018 12/31/2019 City Council Active Master Elec. John McMullan 1 5/9/2017 12/31/2019 City Council Active Registered Professional Engineer *Exceeded number of absences allowed by ordinance. He stated he will be able to attend all the upcoming meetings if he is reinstated. Name James Hernandez Master Electrician ELECTRICAL ADVISORY BOARD Applications District Category District 3 Bill Wright District 4 'Journeyman Electrician CITY OF CORPUS CHRISTI Submit Date: Nov 06, 2018 Application for a City Board, Commission, Committee or Corporation Profile James First Name Email Address 4630 Larkspur Lane Street Address Corpus Christi City What district do you live in? * 17 District 3 Current resident of the city? c' Yes r No 33 If yes, how many years? Home: (361) 533-8124 Primary Phone Hernandez Last Name Home: (361) 533-8124 Alternate Phone Landmark Electric Company _-_- Owner Employer Job Title 4630 Larkspur Lane Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78416 Work Address - Zip Code 3615338124 Work Phone Work E-mail address .lames Hernandez TX State 78416 Postal Code Pane I of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Submitted CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted ELECTRICAL ADVISORY BOARD: Submitted ETHICS COMMISSION: Submitted Interests & Experiences Are you a registered voter? ✓ Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) 2003 Graduate of Moody High School, 2005 Graduate of Craft Training Center of the Coastal Bend both in electrical trades Why are you interested in serving on a City board, commission or committee? I wish to make the city I live in a better place and to gain knowledge of the inner workings of our boards. Demographics Gender rJ Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No .lames Hernandez Pane 2 of 5 Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes 6' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to ELECTRICAL ADVISORY BOARD The Electrical Advisory Board must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Master Electrician (minimum five years' experience) fJ Journeyman Electrician (minimum five years' experience) James Hernandez Pane of 5 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? c' Yes r No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. rJ I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. fJ I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree .lames Hernandez Pane 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p' I Agree James Hernandez Pan 5 nf'S CITY OF CORPUS CHRISTI Submit Date: Jul 12, 2018 Application for a City Board, Commission, Committee or Corporation Profile Bill Wright First Name Last Name bill@scott-electric.com Email Address 1830 summer breeze crt Street Address Corpus christi City What district do you live in? * FJ District 4 Current resident of the city? rYes CNo 30 years If yes, how many years? Mobile: (361) 533-3477 Primary Phone Home: (361) 937-6457 Alternate Phone Scott electric Project manager vice President Employer Job Title 2001 n port ave Work Address - Street Address and Suite Number Corpus christi Work Address - City Texas Work Address - State 78401 Work Address - Zip Code 3618846326 Work Phone Bill@scoff-electric.com Work E-mail address TX State 78418 Postal Code Bill Wright Page 1 of 4 Preferred Mailing Address p Home/Primary Address Which Boards would you like to apply for? ELECTRICAL ADVISORY BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Apprenticeship program Why are you interested in serving on a City board, commission or committee? Input on electrical construction within city Demographics Gender p Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? C Yes C No Does your employer or your spouse's employer have a City contract? C Yes C No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Bill Wright Page 2 of 4 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes C No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? C Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board -specific questions (if applicable) Question applies to ELECTRICAL ADVISORY BOARD The Electrical Advisory Board must include representatives from certain categories. Do you qualify for any of the following categories? * p Journeyman Electrician (minimum five years' experience) Verification Bill Wright Page 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Bill Wright Page 4 of 4 LEADERSHIP COMMITTEE FOR SENIOR SERVICES *Eleven (11) vacancies with terms to 02/01/20 and 02/01/21, representing the following categories: 3 - Direct service agencies, 7 - Community representative and 1- Senior Center. (Note: The Leadership Committee for Senior Services is recommending the reappointment of Ginger Bryant (Senior Ctr), Teresa Garcia (Agency), Monica Hansen, Denise Villagran and Meng Zhao (Community) and the appointment of Pamela Greene (Community Representative), Melanie M. Munoz (Community Representative) and Sarita Salvide (Community Representative). Staff is recommending the postponement of 2 - Agency and 1 - Community for further recruitment. Composition Fifteen (15) members representing the following categories: 2 - Senior Center participants, 3 - Direct service agencies, and 10 - Community representatives. Initially, eight (8) members shall be appointed for a term of one-year and seven (7) members shall be appointed for a term of two -years. Name Term Appt. date End date Appointing Aut Position Status Category Attendance *George A Berry 2 3/21/2017 8/8/2018 City Council Resigned Community *Gary Wicks 1 2/13/2018 2/1/2018 City Council Resigned Community Eva M Bell 1 3/21/2017 2/1/2019 City Council Not seeking reappointment Agency *Ginger Bryant 2 7/29/2014 2/1/2019 City Council Seeking reappointment Senior Ctr. 10/10 meetings 100% Maria Elena B Flores 3 3/9/2013 2/1/2019 City Council Vice -Chair Met six year service limitation Community *Theresa Garcia 2 7/29/2014 2/1/2019 City Council Secretary Seeking reappointment Agency 4/10 meetings 40% (6 excused absences) *Monica Hansen 1 3/21/2017 2/1/2019 City Council Seeking reappointment Community 7/10 meetings 70% (2 excused absences) Willie Hardeman Sr. 3 7/26/2011 2/1/2019 City Council Met six year service limitation Community *Denise Villagran 2 7/29/2014 2/1/2019 City Council Chair Seeking reappointment Community 7/10 meetings 70% (3 excused absences) *Meng Zhao 1 3/21/2017 2/1/2019 City Council Seeking reappointment Community 2/10 meetings 20% (5 excused absences) Kelly A Diggs 1 2/13/2018 2/1/2020 City Council Resigned Agency Katherine K Heslip 2 3/21/2017 2/1/2020 City Council Active Senior Ctr. Name Term Appt. date End date Appointing Aut Position Status Category Attendance Peggie A Lewis 2 4/19/2016 2/1/2020 City Council Active Community John Meehleib 1 6/12/2018 2/1/2020 City Council Active Community Patricia A. O'Brien 2 4/19/2016 2/1/2020 City Council Active Community LEADERSHIP COMMITTEE FOR SENIOR SERVICES Applications Name District Category Pamela K Greene District 4 Community Rep. Melanie M Munoz District 1 Community Rep. Sarita Salvide District 2 Senior Center Participant / Community Rep. CITY OF CORPUS CHRISTI Submit Date: Dec 20, 2018 Application for a City Board, Commission, Committee or Corporation Profile Dr. Pamela Prefix First Name pamela.greene@tamucc.edu Email Address 351 Troy Drive Street Address Corpus Christi City What district do you live in? * I"J District 4 Current resident of the city? r Yes r No 4 If yes, how many years? Mobile: (832) 794-0913 Primary Phone K Greene Middle Initial Last Name Business: (361) 825-2270 Alternate Phone Texas A&M University -Corpus Christi Assist. Professor & Dept. Chair Employer Job Title 6300 Ocean Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78412 Work Address - Zip Code (361)825-2270 Work Phone pamela.Greene@tam ucc.ed u Work E-mail address TX 78412 State Postal Code Dr. Pamela K Greene Pane 1 of 5 Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? LEADERSHIP COMMITTEE FOR SENIOR SERVICES: Submitted Interests & Experiences Are you a registered voter? r Yes C No Do you currently serve on any other City board, commission or committee at this time? If so, please list: I do not. Education, Professional and/or Community Activity (Present) I am a registered nurse with a graduate degree in family relations and human development. My PhD is in nursing. I have practiced for over 40 years in psychiatric/mental health. I have been on the state board of the Texas Nurses Association (Just completed my term of office.) If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) I am only applying for one. Why are you interested in serving on a City board, commission or committee? I moved to Corpus Christi in January of 2015. Since that time, I have been impressed with the sense of community in this city. I have a passion for contributing and believe I can contribute as well as learn on the leadership committee for Senior Services. I have worked in leadership roles and understand leadership means collaboration, commitment, and accountability to those being served. I am at a point where I believe it is time for me to step up and volunteer at the level of service this committee would require. Upload a Resume Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Dr. Pamela K Greene Pane 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes 0No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to LEADERSHIP COMMITTEE FOR SENIOR SERVICES The Leadership Committee for Senior Services must include representatives from certain categories. Do you qualify for any of the following categories? * 17 None of the above Dr. Pamela K Greene Pane. 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p I Agree Dr. Pamela K Greene Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. rJ I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. ri I Agree Dr. Pamela K Greene Pane 5 of 5 CURRICULUM VITAE Pamela K. Greene, PhD, RN, NEC -BC Island hall Room 336C 361-825-2270 Pamela.Greene@tamucc.edu Education Degree Dates Major Institution and Location Ph.D. 2004 Nursing Texas Woman's University, Denton, TX MS 1980 Family The Ohio State University, Columbus, OH Relations & Human Development BS 1976 Nursing The Ohio State University, Columbus, OH Dissertation The Lived Experience of Psychiatric -Mental Health Nurses Who Work with Suicidal Adolescents in Inpatient Psychiatric Settings, December 2004, Tommie Nelms PhD, RN Dissertation Committee Chair Professional CertificationlLicensure ANCC Board Certification as Nurse Executive, Advanced, Certificate No. 2014030942 (Expiration Date August 2020) ANCC Board Certification as Advanced Practice Registered Nurse Clinical Specialist in Child/Adolescent Psychiatric & Mental Health Nursing, Certification No. 0173201 (Expiration Date December 2021) Texas Registered Nurse Licensure Certificate No. 504091 (Expiration Date April 2020) Employment Academic Employment Dates Title 2015 -present Assistant Professor 1996-2003 Assistant Professor Nursing Programs Clinical Employment Dates Rank or Title 2005-2015 Faculty Appointment Associate Professor (clinical) 2005-2015 Chief Nursing Officer & Senior Vice President Patient Care Services 2004-2005 Director of Nursing Practice & Research 2003-2004 Nurse Manager: Professionals In Crisis Institution or Business Texas A&M University -Corpus_ Christi Midwestern State University Institution or Business Baylor College of Medicine The Menninger Clinic The Menninger Clinic The Menninger Clinic 2002-2003 1997-2000 1993-1996 1990-1993 1987-1990 1983-1987 1980-1983 1979-1980 1978-1979 1976-1978 Group Psychotherapist Staff Nurse Family Advocacy Nurse Specialist Hospital Clinical Programs Coordinator Contract Psychiatric Nurse Services Clinical Assistant in Advanced Practice Psychiatric Nurse Patient Care Coordinator Assistant Head Nurse Staff Nurse TEACHING Pamela K. Greene Rose Street Clinic United Regional Health System Sheppard Air Force Base Red River Psychiatric Hospital Self Employed Emory Sobiesk, MD Psychiatric Practice United States Air Force Nurse Corp The Ohio State University Hospital The Ohio State University Hospital The Ohio State University Hospital Courses Taught at Texas A&M University -Corpus Christi (TAMUCC) Graduate HCAD 5320 Health Economics and Policy HCAD Health Care Financial Management 5325/Nurs 5360 Nurs 5315 Health Policy and Cultural Diversity Nurs 5316 Introduction to Advanced Practice Role Development Patterns of Care Delivery Nurs 5469 Undergraduate Nurs 4564 Nurs 4318 Nursing Care of Psychiatric Clients Nurse as Research Consumer CoursesTaught at Midwestern State University Undergraduate Courses Nurs/Bio 3203 Pathophysiology Nurs 3303 Family Health Assessment Nurs 3406 Psychiatric/Mental Health Nursing —Affiliated with the North Texas State Hospital Nursing Research Advanced Nursing Seminar Maternal/Child Nursing Clinical Decision Making Nurs 3503 Nurs 3705 Nurs 4017 Nurs 4403 2 Pamela K. Greene Doctoral Dissertations Deborah Levensailor "Texas High School Principals' Perceptions on Preparing English Language Learners for College and Career Readiness and Seal of Biliteracy." (Graduated December 2018) Role: Graduate Faculty Representative. Heather DeGrande Julie Fomenko "The Experience of the New Graduate Nurse Hired into an Adult Intensive Care Unit." Role: Committee Member. (Graduated December 2017) "Crossing the Bridge — The Use of Multi -Patient Simulations to Improve Nursing Competency and transition to Nursing Practice: A Quantitative Study." Role: Committee Member. (Graduated December 2017) Doctor of Nursing Practice (DNP) Chair Charlotte Isah Topic: Mental Illness in the Geriatric Population (2017 — current) Other Scholarly Teaching, Mentoring and Curricular Achievements 2017 -current Honor's student: Olivia Thompson. "Barriers to Nursing Students' Use of Resources to Alleviate Stress 2016 — current HLSC (Health Sciences) 4680 Practicum Students each semester doing internships in project management with the Garrett Lee Smith Suicide Prevention Grant 1998-2002 Program for Retention of Nursing Students Co -designer and Implementation Specialist 2000-2003 Curriculum Committee Committee Member 2001-2003 Put Prevention Into Practice — Health Care for Co -designer and Health Care Providers Project Faculty SCHOLARSHIP/CREATIVE ACHIEVEMENTS Refereed Publications Chapters Munich, R.L., & Greene, P.K. (2008). Psychosocial approaches in inpatient psychiatry. In F.Ovsiew & R.L. Munich (Eds.), Principles of Inpatient Psychiatry. (pp.17-41). Philadelphia:Lippincott Williams & Wilkins. 3 Pamela K. Greene Articles DeGrande, H., Liu,F., Greene, P. & Stankus, J. (July 2018 accepted for publication). Developing professional competence among critical care nurses: An integrative review of literature. Intensive & Critical Care Nursing. http://doi.org/10.1016/j.iccn.2018.07.008.0964-3397 DeGrande, H., Liu,F., Greene, P. & Stankus, J. (August 2018 accepted for publication). The experiences of new graduate nurses hired and retained in adult intensive care units. Intensive & Critical Care Nursing. http://doi.org/10.1016/j.iccn.2018.08.005.0964-3397 Puntil, C., York, J.,Limandri,B., Greene, P., Arauz, E., & Hobbs, D. (2013). Competency -based training for PMH nurse generalists: Inpatient interventions and prevention of suicide. Journal of the American Psychiatric Nurses Association, 19(4), 205-210. Mahoney, J.S., Ellis, T.E., Garland, G., Palyo, N., & Greene, P. (2012). Supporting a psychiatric hospital culture of safety. Journal of the American Psychiatric Nurses Association, 18(5), 299-306. Wentworth, M., Napier,G., & Greene, P.(2011). Relocating the Menninger Hospital: A nursing perspective. Bulletin of the Menninger Clinic, 75(2), 145-158. Non -Refereed Publications Greene, P. (2018). Trauna-Informed Care: Are we there yet? (Spring) 8 —11. Greene, P. (2017). Healing from Harvey: How storytelling can play a role in supporting storm survivors. Texas Nursing Magazine. (Fall), 5. Greene, P. (2009). Workplace violence: Prevention and early intervention. Health Careers Today, (May),16-23. Greene P. (2008). Complexities of suicide assessment & intervention. Health Careers Today, (Nov.) 16-19. Greene, P. (2005). Mentalizing. Advance for Nurses, (3), 35-37. Greene, P. (2004). Is Mr. J. Sober: Breathalyzer case study. Advance for Nurses, (2), 25-26. Presentations at Professional Meetings Post -Partum Depression: Where Does the Evidence Come From and What does it Say? Association of Women's Health. Obstetric and Neonatal Nurses, Texas State Conference, Corpus Christi. Invited Podium Presentation. August 10, 2018. Author: Pamela K. Greene, PhD, RN, NEAC- BC. Quadruple Aim. Quarterly Nursing Leadership Assembly, Christus Spohn, Corpus Christi, TX. Podium Presentation. September 22, 2017. Author: Pamela K. Greene, PhD, RN, NEA -BC. Five Strategies to Mitigate Suicide Risk. American Psychiatric Nurses Association 30th Annual Conference, Hartford, CN. Podium Presentation, October 19-22, 2016. Author: Pamela K. Greene, PhD,RN, NEA -BC. Essentials for Suicide Prevention. First Annual Suicide Prevention Day Program: 4 Pamela K. Greene Understanding & Preventing Suicide in the Coastal Bend. Podium presentation. September 10, 2015. Corpus Christi, TX. Author: Pamela K. Greene, Ph.D., RN American Psychiatric Nurses Association (APNA) Competency Based Training for Suicide Prevention: PMH Nurse Generalist Role. APNA 13th Annual Clinical Psychopharmacology Institute, June 11, 2015. Baltimore, MD. Full Day Preconference podium presentation. Authors: Pamela K. Greene, PhD, RN, Barbara Limandri, PhD, PMHNP-BC, Cheryl Puntil, MN, APRN, PMHCNS, BC. APNA Competency -Based Training Pilot for PMH Nurse Generalists: Inpatient Assessment and Interventions to Prevent Suicide. The 28th Annual Psychiatric Nursing and Mental Health Conference. The University of Texas at Arlington. Poster presentation. April 2015. Arlington, TX. Authors: Pamela K. Greene, PhD, RN, Barbara Limandri, PhD, PMHNP-BC, Deborah Hobbs, PhD, RN,Cheryl Puntil, MN, APRN, PMHCNS, BC, Janet York, PhD, PMHCS, BC, FAAN Proposed Psychiatric Nurse Generalist Essential Competencies for Assessment & Management of Individuals at Risk for Suicide. The 28th Annual Conference, American Psychiatric Nurses Association. Invited podium presentation. October 22-25, 2014. Indianapolis, Indiana. Authors: Pamela K. Greene, Ph.D., RN, Cheryl Puntil, MN, RN, PMHN-BC, Janet York, Ph.D.,RN, PMHCS-BC, FAAN, Barbara Limandri, Ph.D. RN, PMHN-BC, Eric Arauz, MLER, and Deborah Hobbs, Ph.D.,RN. Patient — Clinician Relationship: Models for Addressing Suicidality. U.S. Psychiatric & Mental Health Congress. Podium presentation. September 20-23, 2014. Orlando, Florida. Authors: Eric Arauz, MLER, and Pamela K. Greene, Ph.D., RN Treatment Essentials for Suicidal Patients. The First John M. Oldham National Mental Health Symposium. Invited podium presentation. March 7, 2014. Houston,Texas Author: Pamela K. Greene, Ph.D.,RN Finding a Language for 'Psychache.' Group Interventions for Suicidal Individuals. Grand Rounds: Baylor College of Medicine, Department of Psychiatry & Behavioral Sciences. Podium presentation. December, 2013. Houston, Texas, Authors: Michael M. Groat, Ph.D. and Pamela K. Greene, Ph.D., RN Retention: Performance Outcomes. Connex, International Healthcare Executive Forum. Podium presentation. March, 2012. Albuquerque, New Mexico. Authors: Pamela K. Greene, Ph.D., RN. And Shawna Morris, MHA Put Prevention Into Practice: Implications for Effective Nursing Practice. Sigma Theta Tau International, Omicron Eta Chapter. Piney Woods Nurse Educator Conference. Podium presentation. May 2012. Nacogdoches, Texas. Author: Pamela K. Greene Ph.D., RN Awareness Wheel: A Tool to Enhance Relationship -Centered Care. Houston -Galveston Chapter of the American Psychiatric Nurses Association. Podium presentation. June 2011. Houston, Texas. Author: Pamela K. Greene, PhD., RN Improving Team Attributes: Supporting a Culture of Safety. The 2"d Annual National Improvement Science Summit. Poster presentation. July 2011. University of Texas Health Science Center at San Antonio Academic Center for Evidence - based Practice, San Antonio, Texas. Authors: Jane S. Mahoney, PhD, RN, Thomas Ellis, Psy. D., Gayle Garland MSN, RN, Nancy A. Palyo, MSN, RN, N., Pamela K. Greene PhD, RN 5 Pamela K. Greene Show of Support: An Effective Alternative to Seclusion and Restraint. The 2nd Annual National Improvement Science Summit. Poster presentation. July 2011. University of Texas Health Science Center at San Antonio Academic Center for Evidence- based Practice, San Antonio, Texas. Authors: Jane S. Mahoney, PhD, RN, B. C. Frueh, PhD, Gayle Garland, MSN, RN, Nancy A. Palyo, MSN, RN, Susan Hardesty, M.D., and Pamela k. Greene, PhD, RN The use of Theory and Core Competencies to Inform the Practice of Assessing and Managing Suicidality. American Psychiatric Nurses Association 25th Annual National Conference. Podium presentation. October 2011. Louisville, Kentucky. Author; Pamela K. Greene, PhD, RN Dialectic Behavior Training: How Nurses Can Use DBT Skills. Annual Sigma Theta Tau International Chapter Conference, Bangalore Baptist Hospital and Rebekah Naylor School of Nursing. Podium presentation. February 2010. Bangalore, India. Author: Pamela K. Greene, PhD, RN Mentalizing. Salokaya Forum IV — Salokaya School of Nursing (Annual Conference). Podium presentation. February 2010. New Delhi, India. Author: Pamela K. Greene, PhD, RN Suicide: What are the Warning Signs? Spring Symposium: The Menninger Clinic, Mental Health America, and University of St. Thomas. Podium presentation. March 2010. Houston, Texas. Author: Pamela k. Greene, PhD,RN Recognizing and Decreasing Horizontal Violence in the Workplace. Connex, International Nurse Executive Forum. Podium presentation. May 2009. Chicago, Illinois. Author: Pamela K. Greene, PhD,RN On -boarding New Nurses: An Evidence -based Practice Project to Support a Preceptorship Program. The 23rd Annual Conference, American Psychiatric Nurses Association, Poster presentation. October 2009. Anaheim, California. Authors: Joyce Hamilton, MBA, RN., Pamela K. Greene, PhD, RN, Nancy Robertson, RN, and Jane S. Mahoney, PhD,RN Suicide Prevention: Assessing and Managing Risk. Grassy Hill Regional Mental Health Agencies Conference in partnership with the Suicide Prevention Resource Center. Podium presentation. December 2009. Grassy Hill, California. Trainer: Pamela K. Greene, PhD, RN Research and Evidence —Based Practice: Connecting the "Bench to Bedside." Sigma Theta Tau — International Honor Society of Nursing, Eta Delta Chapter. Podium presentation. May 2008. Houston, Texas. Author; Pamela K. Greene, PhD, RN The Dynamics of Suicide Behavior: How it Grows, How to Assess. Harris County Youth & Family Services Division Conference. Podium presentation. June, 2008. Houston, Texas. Author; Pamela K. Greene, PhD, RN Suicide Recognition & Nursing Interventions. The 22nd Annual Psychiatric Nursing Symposium. , Podium presentation. August 2008. Arlington, Texas. Author: Pamela K. Greene PhD, RN Evidence -based Nursing Strategies & Skills for Assessing and Managing Suicidal Patients. The 4th Annual Psychiatric Nursing Regional Conference. Podium presentation. September 2008. San Antonio, Texas. Author: Pameal K. Greene, PhD, RN A Multi -Pronged Educational Approach to Evidence -based Suicide Assessment. The 6 Pamela K. Greene 23`d Annual Conference, American Psychiatric Nurses Association. Poster presentation. November 2008. Minneapolis, Minnesota. Author: Pamela K. Greene PhD,RN Nurses' Lived Experience Working with Suicidal Adolescents in Inpatient Psychiatric Settings. American Association of Suicidology Annual Conference. Poster presentation. April, 2008. New Orleans, Louisiana. Author: Pamela K. Greene, PhD, RN Honors and Awards 2018 Nurse Leader Legacy Award — The Menninger Clinic 2018 Amigo de la Isla Award — Texas A&M University -Corpus Christi 2016 Distinguished Alumna Award — The Ohio State University College of Nursing 2016 Outstanding Islander Texas A&M University -Corpus Christi (September) 2014 Nurse Leader Legacy Award — The Menninger Clinic 2006 Texas Nurses Association District 9 — Outstanding Nursing Performance Award 2003 President's Award — Texas Association of College Teachers 2000 Janssen Clinical Scholar 1999 Janssen Clinical Scholar Grants 2018 — The Lived Experience of People Who Received Ketamine Infusions for the Treatment of Depression: A Pilot. Research Enhancement Funds, Texas A&M University -Corpus Christi, College of Nursing and Health Sciences. Funded: $500.00. Principal Investigator 2018 — HRSA for the Nurse, Education, Practice, Quality and Retention — Registered Nurses in Primary Care. Co -investigator. Funded: $605,967.00 over four years. 2016 — SAMHSA for the Garrett Lee Smith Campus Suicide Prevention Grant. Funded: $260,00.00 over three years. Principle investigator and Project Director. 2002-2003 The Lived Experience of Psychiatric/Mental Health Nurses who work with Suicidal Adolescents in Inpatient Psychiatric Settings. Midwestern State University College of Health Sciences & Human Services funded $3,000. Principal Investigator Scholarly Works in Progress Twelfth validity Study: Invited by Health Education Systems Inc. Co -P.I. February 2016 - Current. The Lived Experience of People Who Received Ketamine Infusions for Treatment of Depression. P.I. July 2018 — Current (Untitled) Qualitative study of the Expressive Submissions to "Inspire an Islander." Peer-Debriefer and Co-author. January 2018 - Current 7 PROFESSIONAL SERVICE Service Activities for the Component, College, University University Activities Tex -Chip Training Series (SAMHSA Grant): Presenter Center For Faculty Excellence: Healing After (hurricane) Harvey: Presentation for faculty. TAMUCC Graduate Council TAMUCC International Educational Committee Texas Association of College Teachers (TACT), Midwestern State university TACT Secretary Midwestern State University Service to the Profession Activities CGEAN: Advancing Leadership Education & Research for Nurses (Member) Texas Nurses Association (TNA): Board of Directors TNA Expert Advisor on Mental Health TNA District 9: President TNA Member Texas Peer Assistance Program for Nurses — Board Member Texas Team, Gulf Coast Leadership Group Member: Future of Nursing Manuscript Reviewer for The Journal of Nursing Scholarship Manuscript Reviewer for Psychiatric Practice Manuscript Reviewer for the Journal of the American Psychiatric Nurses association APNA, Institute for Safe Environments Steering Committee Member APNA Task Force for the development of Nursing Competencies and Curriculum development (suicide) American Association of Suicidology (member) Nurse Executive Advisory Council, Texas Medical Center Nurse Executive Advisory Council, Faculty, Nurse Executive Institute American Organization of Nurses Executives, Member Sigma Theta Tau International (STTI) Honor Society for Nurses Eta omicron Chapter President Elect STTI Xi Iota Chapter President Pamela K. Greene Dates of Service 2018 2017 2015 - 2018 2016 - 2018 1996-2003 2001-2003 Dates of Service 2015 -present 2013 - 2018 2016 - present 2010-2011 2005 -present 2013-2014 2012-2014 2017-persent 2012 -present 2003-2008 2012-2016 2012 -present 2006 present 2005-2014 2013-2015 2005 -present 1976 -present 2016 -present 2000-2002 8 Service to the Community Activities St. James Episcopal School Board: Trustee Corpus Christi Advisory Council: Homelessness, Mental Illness, Substance Abuse (Treasurer) National Alliance for the Mentally III (NAMI) (Member of the NAMI Coastal Bend Steering Committee) Suicide Prevention Coalition in the Coastal Bend (Founding Member) Lord of the Streets, (Program for Homeless) Volunteer March of Dimes, Chair, Neighborhood Fund Raising Campaign First Step, Women's Shelter Volunteer Habitat for Humanity, Volunteer Parents Anonymous, Board of Directors Resolve Through Sharing (Perinatal Grief Support Services) Board of Directors, Group Facilitator, Counselor Trainer OTHER Significant Professional Development Activities Pamela K. Greene Dates of Service 2018 - present 2016-2018 2005 -present 2016-2017 2015 - present 2005-2008 2005 2001-2003 2000-2002 1997-2001 1991-1999 Invited to represent the American Psychiatric Nurses Association at the Academy of Health and Medicine workshop on Suicide Prevention. (September 11-12, 2018). Master Trainer for the Suicide Prevention Resource Center: The Assessment and Management of Suicide 2007-2014. Invited Expert — The Ministry of Health, Singapore. Provided consultation and training in suicide prevention, post-vention, and nursing leadership, 2015. Selected to participate in 2015-2016 TAMUCC Faculty Research Development program Appointed to The Joint Commission's Technical Advisory Panel (TAP) for National Patient Safety Goal on Suicide Prevention 2016. American Psychiatric Nurses Association Task Force piloting, evaluating, and developing national level dissemination strategies for the Nursing Competencies and Curriculum for nurses working with suicidal people in inpatient settings.2013- current. 9 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 09, 2018 Profile Melanie First Name Email Address 606 Airport Rd Street Address Corpus Christi City What district do you live in? * District 1 Current resident of the city? C: Yes r No 3 If yes, how many years? Mobile: (956) 393-8794 Primary Phone La Costa Dental Employer 4506 Kostoryz Rd Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78415 Work Address - Zip Code 361-854-4000 Work Phone M Munoz Middle Initial Last Name Mobile: (361) 455-3396 Alternate Phone Public Relations / Outreach Coordinator Job Title melanie.munoz@lacostaldentalcc.net Work E-mail address TX State 78405 Postal Code Melanie M Munoz Pane 1 of 4 Preferred Mailing Address Iv Home/Primary Address Which Boards would you like to apply for? LEADERSHIP COMMITTEE FOR SENIOR SERVICES: Submitted Interests & Experiences Are you a registered voter? 0 Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) Bachelor of Arts Why are you interested in serving on a City board, commission or committee? To make a difference in our community. Upload a Resume Demographics Gender I'J Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? c' Yes r No Melanie M Mun07 Pane 2of4 Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes c' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes c' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes P No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. My husband is a Police Officer with the City of Corpus Christi Board -specific questions (if applicable) Question applies to LEADERSHIP COMMITTEE FOR SENIOR SERVICES The Leadership Committee for Senior Services must include representatives from certain categories. Do you qualify for any of the following categories? * I"J None of the above Melanie M Munni Pane 3 of 4 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. rJ I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rJ I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. I -J I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p. I Agree Melanie M Munnz Pare 4 of 4 Melanie M. Munoz 606 Airport Rd Corpus Christi, Texas 78405 Phone: (956)393-8794 Email: OBJECTIVE: Establish a career in a business to contribute and display established skills and talents. Seeking to help better the company and individuals employed with. EDUCATION: • Economedes High School - Edinburg, Texas - General Studies - Graduate of 2005 • Texas A & M University - Kingsville, Texas - Bachelor of Arts - Magna Cum Laude Graduate of 2015 • Texas A & M University - Corpus Christi - Masters Program in Progress WORK HISTORY: La Costa Dental Public Relations / Outreach Coordinator Nov 2017 - Present • Promote services and provide oral hygiene information to the surrounding communities. • Outside/Inside Dental Appointment Setter • Field Marketing • Booth Location & Event Marketing • Community events coordinating • B2B marketing. • Establish good report with Human Resources at various companies to provide info for their employees • Senior population/Special Needs event coordinating and marketing The South Texan May 2015 Advertising Manager Aug 2014 - • Managed Texas A & M University Kingsville's only newspaper and magazine • Sold, created and edited advertisements for various organizations and out of campus companies El Privi LLC July 2013 Artist Management / Marketing Director July 2010 - • Scheduled promotional events for clients signed with the record label • Put together press releases regarding new album releases for multiple artists and company upcoming events Melanie M. Munoz 606 Airport Rd Corpus Christi, Texas 78405 Phone: (956)393-8794 Email: • Planned and prepared invoices for musical talent's road expenses • Scheduled hotel and flight accommodations for members and company owners RGV NRG June 2010 Advertising Manager/Marketing Director May 2015 - • Planned and prepared advertising and promotional material to increase sales and/or services • Gathered and organized information to plan advertising campaigns • Researched, prepared and executed key projects/events which resulted in RGV NRG being one of the largest promotion companies in the Rio Grande Valley Austin Police Department Emergency Dispatcher June 2006 - Dec 2006 • Answered emergency phone calls and dispatched Police, EMS and Fire to applicable locations • Maintained records of police officers and their activities • Multitasked different assignments while communicating with civilians in high stressful situations • Required to write accurate and detailed daily reports REFERENCES: • Sydney Briggs Sales (225) 347-1227 • Christa Lindstead Sales (469) 441-0382 • Eric Escobedo Corpus Christi Police (361) 455-3396 • Monica Lopez Journalist/Photographer (361) 903-4185 • Bianca Calderon Sales (361) 585- 3119 SKILLS: Computer Knowledge: Professional: Microsoft Word, Excel, Power Point Journalist Photoshop 87 WPM IOS (Apple Products) Communication Web & Graphic Design Melanie M. Munoz 606 Airport Rd Corpus Christi, Texas 78405 Phone: (956)393-8794 AillillillianalleMMOW Office Skills: Fax Published File - Print Multi -line Systems Organization Bilingual (Spanish) Sales CITY OF CORPUS CHRISTI Submit Date: Oct 17, 2018 Application for a City Board, Commission, Committee or Corporation Profile Sarita Salvide First Name Last Name Email Address 634 Hoffman St. Street Address Corpus Christi City What district do you live in? * 17 District 2 Current resident of the city? Yes r No 17 If yes, how many years? Mobile: (361) 232-6074 Mobile: (361) 232-6074 Primary Phone Alternate Phone None Work Address - Street Address and Suite Number None Work E-mail address Preferred Mailing Address I•J Home/Primary Address Which Boards would you like to apply for? TX State CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted HUMAN RELATIONS COMMISSION: Submitted LEADERSHIP COMMITTEE FOR SENIOR SERVICES: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted 78404 Postal Code Interests & Experiences Sarita Sa'vide Pane 1 of S Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. Education, Professional and/or Community Activity (Present) Masters in Public Administration, Harvard University; Bachelor of Arts, Yale University; President - Nueces County Senior Citizens, Inc.; Board Member - Nueces County Community Action Agency; Board Member - Palacios and Paraiso Housing Authority (Low -Income, Disabled Housing for the Elderly). Why are you interested in serving on a City board, commission or committee? I have more than 40 years of experience in dealing with community activities and I would like to share my experience and be a part of the community at large. Demographics Gender r7 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes c' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r• No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r• No Sarita Salvide Pane 2 of S Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Not Applicable. Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged meaning elderly, persons with disabilities or low- income individuals? r Yes r No Question applies to HUMAN RELATIONS COMMISSION The Human Relations Commission must include representatives from certain categories. Do you qualify for any of the following categories? * 17 None of the above Question applies to LEADERSHIP COMMITTEE FOR SENIOR SERVICES The Leadership Committee for Senior Services must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Senior Center Participant Santa Salvide Pane 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Sarita SaIvide Pan 4 of S Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Sarita Salvide Pane 5 of 5 MECHANICAL/PLUMBING ADVISORY BOARD *Seven (7) vacancies with terms to 01-02-19 and 01-02-2020, representing 1- Master Plumber, 1- Commercial Builder, 3 - Air Conditioning, 1- Irrigator, 1 -Not Connected to the Building Industry. (Note: Staff is recommending the postponement of 1 - Commercial Builder, 2 - Air Conditioning, 1 - Irrigator, 1 -Not Connected to the Building Industry for further recruitment.) Composition Eleven (11) persons appointed by the City Council: Three (3) persons, each of whom shall have at least five (5) years active experience as a plumber, at least three (3) years of which shall have been in Corpus Christi and at least two (2) of these persons shall be or have been Master Plumbers, preference for appointment may be given to plumbers licensed in the State of Texas and currently active in the plumbing trade; one (1) person who shall have at least five (5) years of active experience as a mechanical engineer, preference for appointment may be given to professional engineers licensed in the State of Texas; one (1) person who shall have at least five (5) years experience in the home building industry; one (1) person who shall have at least five (5) years experience in the commercial building industry; three (3) persons, each of whom shall have at least five (5) years of active experience in heating, ventilation, air conditioning and refrigeration contracting business, preference for appointment may be given to persons licensed in the State of Texas in heating, ventilation, air conditioning, and refrigeration contracting (HVAC); one (1) person who shall have at least five (5) years of active experience in landscape irrigation, preference for appointment may be given to irrigators licensed in the State of Texas; and one (1) person not connected with the building industry. Six members constitute a quorum, and the concurring vote of not less than 6 members of the Board is necessary to constitute an official action of the Board. The Board shall elect a chairman and vice chairman during the first meeting of each calendar year. Name Term Appt. date End date Appointing Authority Position Status Category Attendance Ronald Klepac 3 1/24/2012 1/2/2018 City Council Met six year service limitation Air Conditioning William F Boeker 1 7/18/2017 1/2/2019 City Council Not seeking reappointment Not Connected to the Building Industry *Benny M. Franklin 1 6/13/2017 1/2/2019 City Council Seeking reappointment Master Plumber 3/3 meetings 100% Billy F Largin 1 7/18/2017 1/2/2019 City Council Resigned Commercial Builder Carl Suding 1 10/13/2015 1/2/2019 City Council Not seeking reappointment Irrigator *Mike Wanzer 2 2/24/2015 1/2/2019 City Council Chair Seeking reappointment Air Conditioning 3/3 meetings 100% Travis M Yeary 1 6/13/2017 1/2/2019 City Council Not seeking reappointment Air Conditioning Name Term Appt. date End date Appointing Authority Position Status Category Attendance Mike Dildy 2 2/9/2016 1/2/2020 City Council Active Master Plumber Stacy Gallagher 2 6/13/2017 1/2/2020 City Council Active Home Builder Jared Merdes 3 2/24/2015 1/2/2020 City Council Active Mechanical Engineer Maverick C. Volesky Jr. 2 2/9/2016 1/2/2020 City Council Active Plumber PIPELINE REVIEW PANEL *Five (5) vacancies with terms to 5-09-20, representing the following categories: 1- Technical Expertise/Emergency Management Experience, 3 - Technical Expertise and 1- Community Representative Composition The City Council shall appoint five members, four of whom shall have technical expertise in the construction, maintenance, or operation of pipelines, at least one of which shall have emergency management experience, and one shall be a community representative. Name Term Appt. date End date Appointing Authority Position Status Category *Robert Leon 3 6/12/2012 5/8/2018 City Council Met six year service Limitation Technical Expertise *Louis Lopez 1 6/9/2015 5/8/2018 City Council Not seeking reappointment Technical Expertise/Emergency Management Experience *Mukesh R Pratap 3 5/8/2012 5/8/2018 City Council Met six year service Limitation Technical Expertise *Kelly White 3 5/8/2012 5/8/2018 City Council Met six year service Limitation Community Rep *Philip E Woods 3 5/8/2012 5/8/2018 City Council Met six year service Limitation Technical Expertise PIPELINE REVIEW PANEL Applications Name District Category Joe Almaraz District 5 Emergency Management Experience/Technical Expertise Hector D Gonzalez District 5 Technical Expertise Monica Mendoza District 4 Technical Expertise Christopher J Rabe District 1 Technical Expertise Ricardo Ramos District 5 Community Rep Richard D. Stracener District 2 Technical Expertise CITY OF CORPUS CHRISTI Submit Date: Sep 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Joe Almaraz First Name Last Name joe.almaraz@valero.com Email Address 6233 Bourbonais Dr Street Address Corpus Christi City What district do you live in? * 17 District 5 Current resident of the city? rYes rNo Business: (361) 289-3328 Primary Phone 1147 Cantwell Lane Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78407 Work Address - Zip Code joe.almaraz@valero.com Work E-mail address Mobile: (361) 815-3756 Alternate Phone Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? PIPELINE REVIEW PANEL: Submitted TX State 78414 Postal Code Joe Almaraz Page 1 of 4 Interests & Experiences Are you a registered voter? r• Yes r No Why are you interested in serving on a City board, commission or committee? Employee of Valero, who owns and operates pipelines in Nueces County and within City of CC limits Demographics Gender R Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 6' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r: No Does your employer or your spouse's employer have a City contract? ✓ Yes c No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r: No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? CYes cNo If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Joe Almaraz Page 2 of 4 Board -specific questions (if applicable) Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * p Emergency Management Experience/Technical Expertise Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree Joe Almaraz Page 3 of 4 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. (J I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. F7 I Agree Joe Almaraz Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Sep 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mr Hector Prefix First Name 4.440~111110i. Email Address 4149 Eagle Drive Street Address Corpus Christi City _.._ What district do you live in? * Fl District 5 Current resident of the city? t^ Yes r No 14 If yes, how many years? Mobile: (361) 587-8377 Primary Phone D Gonzalez Middle Initial Last Name Business: (361) 242-3825 Alternate Phone Equistar Pipeline Area Engineer Employer Job Title 1501 McKinzie Road Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78410 Work Address - Zip Code 3612423825 Work Phone Hector.gonzalez@lyondellbasell.com Work E-mail address TX State 78413 Postal Code Mr Hector D Gonzalez Page 1 of 4 Preferred Mailing Address p Work Address Which Boards would you like to apply for? PIPELINE REVIEW PANEL: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) BS Mechanical Engineering, Texas A&M University 1991 Certified API 653 Inspector Why are you interested in serving on a City board, commission or committee? I have worked in the pipeline industry for over 27 years and I believe that my experience would lend itself to the pipeline planning committee regarding technical issues. I am interested in serving on the board because i firmly believe in helping to improve the community and environment in which i live. Demographics Gender p Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes c- No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes 6 No Mr Hector D Gonzalez Page 2 of 4 Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r• No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes c No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Technical Expertise Mr Hector D Gonzalez Page 3 of 4 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. F7 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. pr I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Mr Hector D Gonzalez Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Sep 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Monica Mendoza First Name Last Name Email Address 3612 Lawnview St Street Address Corpus Christi City What district do you live in? * F7 District 4 Current resident of the city? r: Yes r No Home: (361) 688-5667 Home: Primary Phone Alternate Phone 2564 County Rd 1960 Work Address - Street Address and Suite Number Aransas Pass Work Address - City TX Work Address - State 78336 Work Address - Zip Code mendoza@jmdavidson.com Work E-mail address Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? PIPELINE REVIEW PANEL: Submitted TX State 78411 Postal Code Monica Mendoza Page 1 of 4 Interests & Experiences Are you a registered voter? Yes r No Education, Professional and/or Community Activity (Present) Construction, the environment and safety Why are you interested in serving on a City board, commission or committee? Demographics Gender W Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes c' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes C No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? CYes r:No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No Monica Mendoza Page 2 of 4 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board -specific questions (if applicable) Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * W Technical Expertise Verification Monica Mendoza Page 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Pr I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Monica Mendoza Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Sep 27, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mr Christopher Prefix First Name Email Address 4157 Western Drive Street Address Corpus Christi City What district do you live in? * Fl District 1 Current resident of the city? o. Yes r No 2 years If yes, how many years? Mobile: (361) 846-0281 Primary Phone J Rabe Middle Initial Last Name Home: (361) 846-0281 Alternate Phone Environmental Evolutions Safety & DOT Compliance National Director Employer Job Title 4525 Farm to Market Rd 892 Work Address - Street Address and Suite Number Robstown Work Address - City Texas Work Address - State 78380 Work Address - Zip Code (361) 387-9400 Work Phone crabe@env-evol.com Work E-mail address TX State 78410 Postal Code Mr Christopher J Rabe Page 1 of 5 Preferred Mailing Address FJ Home/Primary Address Which Boards would you like to apply for? OIL AND GAS ADVISORY COMMITTEE: Submitted PIPELINE REVIEW PANEL: Submitted PLANNING COMMISSION: Submitted Interests & Experiences Are you a registered voter? 6. Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Not applicable Education, Professional and/or Community Activity (Present) Delta Chi Fraternity, Academic Advisor Tennis Club, Academic Advisor Why are you interested in serving on a City board, commission or committee? I am interested in serving on a City Board because I believe I would like to serve at the civic level in the city I reside in. In addition, my academic and professional background is in industrial engineering and I believe that I could benefit serving the city board. Upload a Resume Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r•' No Do you, your spouse, your business or your spouse's business have a City contract? r Yes t? No Mr Christopher 3 Rabe Page 2 of 5 Does your employer or your spouse's employer have a City contract? ✓ Yes c' No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes P No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes C No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. not applicable Board -specific questions (if applicable) Question applies to OIL AND GAS ADVISORY COMMITTEE The Oil & Gas Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Oil and Gas Well Industry Nominee Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * J7 Technical Expertise Mr Christopher J Rabe Page 3 of 5 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r: Yes r No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. p I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Mr Christopher J Rabe Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Mr Christopher J Rabe Page 5 of 5 CHRISTOPHER JUSTIN RABE 4157 Western Drive, Corpus Christi, Texas 78410 - (361) 846-0281 - EXECUTIVE SUMMARY Experienced professional able to advance in any work environment through knowledge and experience attained through career and academic experience. EDUCATION Master of Science, Major in Industrial Engineering (Major GPA: 3.6) Texas A&M University -Kingsville, College of Engineering Graduated Date: December 11, 2015 Graduate Research Project: Employee Safety Tracker (EST) — A General Industry Safety Database Program Academic Advisor: Hua Li, Ph.D. Kingsville, TX Bachelor of Science in Industrial Management and Technology (Major GPA: 3.4) Minor: Business Administration Texas A&M University -Kingsville, College of Engineering Graduated Date: December 14, 2012 Kingsville, TX PROFESSIONAL EXPERIENCE Safety & DOT Compliance Director August 2018 -Present Environmental Evolutions National (Robstown, Texas) • Lead, develop, implement, and maintain/measure Safety programs, policies and procedures based on leading indicators and actions. • Establish standards to provide guidance on how to comply with all federal, state, and regional regulatory requirements both domestically and internationally. • Lead, promote the organization while building a positive Safety culture focus on influencing behaviors of divisions and regions. • Assist in the development of Safety policies and procedures for all Comcast employees. ■ Ensure proper Safety records retention, analyze trends, report on statistics, and manage non-compliance across divisions and regions. • Oversee and manage all near misses, accident investigations, and reporting. ■ Lead the development and execution of Safety protocols, processes, and governance programs. ■ Partner with upper management to develop goals, forecasting and allocation of risk related expense reduction. • Partner with Business Continuity on applicable policies, procedures and programs. Current examples include Emergency Activation Plans and AED/CPR/first aid programs. • Provide guidance for Divisional and Regional processes and activities including compliance with Safety regulations. ■ Analyze metrics and evaluations of Safety statistics and incidents to evaluate trends and establish programs for improvement. • Attend relevant industry conferences and professional meetings as necessary. ■ Ensure accuracy of record keeping on accident, training and complaint, and training materials. • Prepare and maintain required documentation for internal and outside counsel, as requested. • Oversee the development of training and education programs which includes compliance to regulatory requirements for U.S. regulators and international regulators. • Direct the review and management of all Safety equipment and supply needs, recommending replacement and new equipment purchases, and ensure required inspections of personal protective equipment are conducted in coordination with divisions and regions. • Ensure that programs and procedures are in place to respond to all complaints and/or identification of Safety hazards in a timely manner with proper prioritization. • Evaluate hazardous conditions and practices and develop appropriate preventive control programs and procedures. • Oversee all injuries, incidents and related investigations and provide direction and oversight for workers compensation case management. ■ Oversee maintenance of the OSHA 300 log and other reporting requirements. • Review key performance indicators for Safety and ensure they are modified/updated on an annual basis. • Ability to foster effective working relationships cross functional leadership teams, both domestically and internationally, including: Facilities, Business Continuity, Human Resources, Claims Management, Risk Management, Legal, Customer Care and Field Engineering & Technical Operations to reduce exposure to the enterprise. ■ Oversee audits of internal Safety compliance. Co -Founder & Master Trainer January 2018 -Present Professional Strategies for Occupational Safety, PRO -SOS www.pro-sos.com Provides training services to support the elements of the HSE Management System. Includes training related to OSHA, Emergency Services, Health, Safety, and Environment. Maintains a documented inventory of HSE training including specifications, requirements, curriculum, etc. Ensures that an accurate database of HSE training is maintained. • Identifies implements and maintains appropriate training facilities, materials, and resources to support HSE training needs. • Continuously research best practices relating to HSE learning for implementation and ongoing design improvement. • Assists in the development and upkeep of appropriate mandatory HSE training matrixes for all personnel. • Conducts all employees, contractor and visitor HSE orientations and job specific trainings. ■ Conduct onsite risk evaluation surveys and complete detailed reports to assist our Underwriting groups with account acceptability. ■ Provide risk management and consultative services to clients by developing and implementing safety polices, programs and procedures specific to each account. • Develop and demonstrate safety management expertise in areas such as commercial property protection, employee safety, product and employment liability and vehicle safety. • Develop, coordinate and conduct safety/risk management training programs for clients to promote awareness and reduce claim frequency and severity. • Develop and execute service proposals and plans to large business accounts. • Promotes and fosters HSE policies, standards, and goals with programs throughout the Company and/or projects to ensure a safe and productive work environment. Co -Founder & Project Manager Rabe Renovations www.raberenovations.com • Assess project and lay out specifications, cost estimates, and timelines. • Write up proposals and estimates for potential clients. • See that all necessary permits are acquired prior to completing any work. • Responsible for project oversight, ensuring quality work is completed on time. • Source and vet subcontractors to provide necessary services. • Source all necessary materials ensuring quality and price point are as promised. • Provide all necessary equipment, including rentals, so project remains on schedule. • Recruit all necessary laborers and crew members for project. • Ensure that all inspections are scheduled and conducted in a timely fashion. • Work to maintain project budget, communicating status to client regularly. • Maintain a safe and orderly work environment. • Observe all safety requirements and regulations at all times. • Provide consistent, regular project updates to crew and clients. January 2017 -Present • Minimize waste and maximize efficiency to reduce costs. • Demonstrate a vast general knowledge of construction best practices. • Maintain up to date knowledge of all code requirements. • Meet or exceed all code requirements. • Maintain excellent client relationships and procure new clients. Inventory Manager January 2018 -August 2018 Stream -Flo (Beeville, Texas) • Execute inventory control measures to ensure the protection and efficient utilization of inventory, minimize stock holding, and maximize system and paperwork transaction accuracy. • Ensure all Safety and HR practices and policies are followed. • Enforce inventory control and shipping/receiving processes and procedures, and monitor all inventory transactions and movement for accuracy and timeliness. • Work with key personnel to identify and effectively implement improvements to operational procedures in an effort to optimize item -level accuracy and maintain the highest possible departmental level of productivity. • Lead and monitor the location cycle count program, identify opportunities for improvement, and report progress as required. • Thoroughly research and document inventory discrepancies using all available resources to identify root causes and supply possible solutions. • Monitor inventory levels and communicate with other branches for replenishment, and actively participate in the monthly finished goods forecast meeting. • Monitor and approve daily time for employees assigned. • Monitor in -transit report and proactively seek resolution of aged transfers. • Lead area annual physical inventory. • Assist with the disposition of slow-moving inventory as required. • Ensure housekeeping is up to standard as a matter of daily business. • Other duties assigned as deemed necessary by Branch Manager. Lecturer August 2016 -Present Texas A&M University -Kingsville (Kingsville, Texas) • Collaborated with TEEX to bring NCCER to Texas A&M University -Kingsville as the first Accredited Training Education Facility (ATEF). ■ Teach undergraduate level courses in areas allocated by the Head of Department. *Courses taught are listed below. • Engage with broader scholarly and professional communities to expand departmental goals and objectives. ■ Supervise or assist with supervision of undergraduate students. • Contribute to the development, planning, and implementation of a high-quality curriculum. ■ Assist in the development of learning materials, preparing schemes of work, and maintain records to monitor student progress, achievement, and attendance. • Participate in the development, administration, and exam grading and other assessments. • Contribute to departmental, faculty, or TAMU-wide working groups or committees as requested. • Maintain personal continuing education and professional development to remain a competent lecturer. • Actively follow and promote TAMU policies. • Performs other duties as assigned. Courses Taught: Course General Course Description Technical CAD (ITEN 1311) An introduction to a variety of mechanical drafting applications and techniques, including orthographic projection, pictorials, and geometric dimensioning and tolerancing in pencil, and computer assisted drafting and design. Introduction to Manufacturing Processes ITEN 1315 An introduction to manufacturing processes of products using metal, plastic, and wood. Laboratory experiences include projects related to machine tool operations, infection moldin:, thermoforming, CNC lathe, and milling machining. Industrial Materials (ITEN 2320) An introduction to the sources, properties, and testing of a variety of industrial materials. OSHA for General Industry (ITEN 2330) An introduction to OSHA's general industry standards and an overview of the requirements of the more frequently referenced standards. Cost Estimating (ITEN 3323) A survey of practical methods used in the development of cost estimates in all areas of industrial management and technology with an emphasis on the software used within the construction industry. Construction Technology (ITEN 3331) Systems, materials, and equipment utilized in residential and commercial construction. Includes regulatory and economic analysis of construction projects. Industrial Scheduling (ITEN 3333) Planning, scheduling, and monitoring of construction projects including development of critical path networks (CPM & PERT), Gantt bar charts, and construction s cost control and reporting practices. Construction Management (ITEN 4353) Study of management techniques to solve the unique problems associated with a construction project. Emphasis on the management of manpower, materials, money, and machinery. Health & Safety Specialist Jacobs Engineering, Celanese Plant (Bishop, Texas) • Developed and Implementing Safety Employee Management Tracker (EMT) Training, Employee profile, and Accident Investigations Database for all of Brock/ Jacobs Celanese sites Bishop, TX ■ PSM experience and developing and updating SOP's ■ Safety oversight on Ibuprofen (cGMP) warehouse practices packaging and transportation (DOT) ■ Safety oversight on Formaldehyde warehouse practices packaging and transportation (DOT) ■ Safety oversight on manufacturing raw plastic pellets Special and Natural • In charge of Safety Committee Audits and Review ■ Inspection on Safe work permits ■ Job audits conducted on a daily basis ■ Conducted QC/QA Investigations on a number of maintenance projects ■ Conducted tool box safety meetings in the field ■ Follow Brock and Jacobs policies along with Celanese standards ■ Supervise Welders, Boiler Makers, Pipe Fitters, Scaffold Builders and Insulators on a day to day Basis on Safety regulations. • On site safety for turnarounds work being done in plant ■ Conducted risk assessments to manager injury prevention • Collects and analyzes HSE data specific to projects group. ■ Delivers safety meetings weekly to professional services organization ■ Provides general HSE guidance to project group relating to process safety, construction safety specific to each location ■ Responsible for incident reporting and case management for each location ■ Safety Evaluation Report for Daily safety audits ■ Responsible for representing Jacobs Safety in "Planning, Health, Safety, Security, Environmental, Right" (PHSSER) meetings with client focusing on constructability and risk assessment ■ Responsible for creating HAPs (Hazard Assessment Plans) ■ Responsible for collection, review and corrective actions of all Safety Observations turned in from professional services organization ■ Collects and documents industrial hygiene information: (monitoring data, targeted IH monitoring, vent plans October 2014 -August 2016 Environmental Health & Safety Specialist June 2014 -October 2014 Environmental Evolutions National (Robstown, Texas) ■ Operated ISNetworld Compliance, Veriforce, and PICS Auditing for New and existing customer score cards ■ Operate and update OSHA 300 logs. ■ DOT Auditing to insure Company compliance ■ Conducted QC/QA on Frack tanks and DOT trucks • Environmental Compliance and Auditing to meet TCEQ and EPA regulations ■ Facilitated operational compliance with EEN standards, policies, along with OSHA, TCEQ, EPA, ANSI regulations • Conducted tool box safety meetings in the field and yard • Conducted Noise Conservation Exposure to meet OSHA and ANSI regulations • Coordinated environmental waste management excavation for hazardous materials clean-up and facilitated • Roll -off Box wash out along with disposal of waste. • Conducted continuous air monitoring quality checks with four gas meter H2S, LEL, 02, CO • Acid Frack tank clean out of confined space on a daily basis. • Industrial Hygiene monitoring using ULTRA RAY 3000 meter for (Benzene) • Supervised and audited EEN crews. ■ Implemented the utilization of work permits and Job Safety Analysis (JSA) • Systematized audits on work permits and job safety analysis for the EEN District • Conducted risk assessments to manager injury prevention. • Investigated Accidents involving personal injury and vehicle collision • Developed and Executed Monthly Environmental, Health and Safety presentations to provide continuing education to EEN employees Health Safety & Environmental Specialist March 2013 -May 2014 Schlumberger (Alice, Texas) • Facilitated operational compliance with Schlumberger standards, policies, and OSHA regulations • Investigated Site and DOT accidents • Conducted QC/QA Investigations on Iron and Chemicals • DOT Auditing to insure Company compliance ■ Conducted Noise Conservation Exposure to meet OSHA and ANSI regulations • Coordinated environmental waste management excavation for hazardous materials clean-up • Supervised and audited Schlumberger crews on multiple frack and Cement locations • Supervised District Bulk Plant, Shop, & Maintenance to ensure that safety procedures were followed and PPE was being utilized correctly • Implemented the utilization of work permits and job safety analysis (JSA) • Systematized audits for work permits and job safety analysis for the Alice Schlumberger District • Conducted risk, health, safety, and environmental presentations to provide continuing education to Schlumberger employees on a regular basis • Generated investigation reports with various company representatives (BHP Billiton, Marathon, & Conoco Phillips) to mitigate future accidents Field Financial Administrator • Maintained inventory for field operations, including: Fracturing chemicals, PPE, chemical shipping papers, operational parts, etc. • Coordinated field logistical support ordering Equipment and chemicals as needed • Conducted QC/QA to make sure product was performing to operational standards • Invoicing for each Fracturing stage that was done on site for customer; each fracturing stage was invoiced over $100,000 dollars. ■ Audited field chemicals to ensure quotes were accurate for cost efficiency for the company • Collaborated with Field Engineers, Field Supervisors, and various Company Representatives for field operation effectiveness and efficiency • Conducted Quality Control/Quality Assurance for field operations inventory including Equipment and chemicals ORGANIZATION Junior Achievement Organization of South Texas 2014-2016 Delta Chi Fraternity, Academic Advisor 2016 -Present Sigma Tau Chi (Industrial Management & Technology Student Organization), Academic Advisor 2016 -Present TAMUK Tennis Club, Academic Advisor 2016 -Present Brock Jacobs Safety Committee, Chairman 2014-2016 Society of Manufacturing Engineers, Vice President 2011-2012 CERTIFICATIONS OSHA Authorized Construction Trainer -500 OSHA Construction Industry -510 OSHA General Industry (30 hr) Decision Point Global Workforce Hazard Recognition Plus System Coach Workshop (24 hr) Oil Field Service Certificate, Texas A&M University -Kingsville Field Safety Certificate, Texas A&M University -Kingsville TWIC Card (current) Adult First Aid/CPR/AED (American Red Cross) (current) HONORS AND AWARDS Professor of the Year, Texas A&M University -Kingsville 2016-2017 Dean's List, Texas A&M University -Kingsville 2012 PROFESSIONAL SKILLS Industry -Related Software Safety Auditing, Industrial Hygiene, Environmental Compliance, Invoicing, Chemicals, DOT Compliance, Quality Control/Assurance, Hazwoper, JSA and Permit writing, Monitor Exposure Limits, Risk Management, Company Presentations, Government Regulation Compliance Microsoft Office Suite, Intermediate Knowledge of Microsoft Access Database, Auto CAD, SolidWorks Network Skills ISNetworld Compliance, Veriforce Compliance, PICS Auditing CITY OF CORPUS CHRISTI Submit Date: May 04, 2018 Application for a City Board, Commission, Committee or Corporation Profile Ricardo First Name Email Address 4130 Byawney Pkwy Street Address Corpus Christi City What district do you live in? * Pr District 5 Current resident of the city? c Yes r No Home: (361) 215-4242 Primary Phone Work Address - Street Address and Suite Number Work E-mail address Ramos Last Name Mobile: (361) 215-8491 Alternate Phone Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? PIPELINE REVIEW PANEL: Submitted TX 78411 State Postal Code Interests & Experiences Are you a registered voter? Yes r No Ricardo Ramos Page 1 of 4 Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Worked with the Pipeline Operations in Corpus Christi for ten years. Why are you interested in serving on a City board, commission or committee? Would like to contribute my knowledge to the Pipeline Committee Demographics Gender R Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes a No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes a No Does your employer or your spouse's employer have a City contract? ✓ Yes allo Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes a No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes a No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes a No Ricardo Ramos Page 2 of 4 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * p None of the above Verification Ricardo Ramos Page 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. p I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. R I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. fJ I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. F7 I Agree Ricardo Ramos Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Jun 07, 2018 Application for a City Board, Commission, Committee or Corporation Profile Richard First Name Email Address 601 Indiana Ave Street Address Corpus Christi City What district do you live in? * pr District 2 Current resident of the city? r: Yes r No D. Stracener Middle Initial Last Name Mobile: 361-815-7573 Home: Primary Phone Alternate Phone J.M. Davidson Construction Company Business Development Manager Employer Job Title 2564 County Rd. 1960 Work Address - Street Address and Suite Number Aransas Pass Work Address - City TX Work Address - State 78336 Work Address - Zip Code Work E-mail address Preferred Mailing Address Fl Work Address Which Boards would you like to apply for? PIPELINE REVIEW PANEL: Submitted Richard D. Stracener TX State 78404 Postal Code Page 1 of 4 Interests & Experiences Are you a registered voter? c: Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) See Resume Why are you interested in serving on a City board, commission or committee? Upload a Resume Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 6. No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c' No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes No Richard D. Stracener Page 2 of 4 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes P No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board -specific questions (if applicable) Question applies to PIPELINE REVIEW PANEL The Pipeline Review Panel must include representatives from certain categories. Do you qualify for any of the following categories? * fJ Technical Expertise Verification Richard D. Stracener Page 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. Fl I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Richard D. Stracener Page 4 of 4 Richard Dean Stracener 601 Indiana Ave Corpus Christi, Texas 78404 361-815-7573 :411111160.1.111.11.1111.111111.1006.. Career Objective: A challenging and rewarding career position with a company where my experience can be fully utilized. Prime consideration will be given to opportunities that offer longevity and upward mobility based on outstanding performance. Education: Del Mar College: Corpus Christi, Texas Glendale Community College: Glendale, Arizona Apollo High School: Glendale, Arizona Equipment Mfg. Schools on various makes and models 2017 -PRESENT 2010 -2017 2004-2009 J.M. Davidson Aransas Pass, Texas Business Dev. Manager Industrial Contractor -Electrical-Petrochemical-Fabrication Sought out business in four states, discussed project scope With procurement, engineering, Project Management For projects of mid to large-scale jobs. Anderson Machinery Company, Corpus Christi, Texas Territory Manager- Dealership selling Grove Cranes, Kobelco/ Excavators, Dressta, Liu Gong Machinery, Bell Articulated Trucks, Bomag Compaction, Milling Machines and Paving, Manitou/Gehl Forklifts Broderson carry deck cranes. Waukesha -Pearce Industries, Inc. Corpus Christi, Texas Sales Representative- Responsible for bringing new business and maintaining existing accounts, leasing and sales of equipment. Territory of Corpus Christi to San Antonio, Laredo and Rio Grande Valley area. Have worked with petrochemical, refinery and commercial construction in (14) 1999-2004 1995-1999 1993-1995 1989-1993 1981-1989 counties selling Komatsu, Sennebogen, Bomag, Gradall. B -C Equipment Sales, Corpus Christi, Texas Sales Representative: existing accounts, lease and sales of Construction equipment of different makes and models, Dealer for Linkbelt Cranes and Excavator Products Rental Service Corp., Corpus Christi, Texas Sales Representative -Construction Equipment Rental/Sales Responsible for bring in new business and maintaining existing accounts -lease and actual sales of equipment, also for the job site calls in Corpus Christi, Laredo, and Rio Grande Valley area. Have worked with petrochemical, refinery and commercial construction. ES Lift Truck /Dixs Shipping Corpus Christi, Texas Sales Representative -Toyota Forklifts, bringing in new Business -leasing and sales of equipment for Corpus Christi surrounding area .Worked with many specialized contractors in the petrochemical, refinery markets ,Port of Corpus Christi and responsible for all of South Texas regions Tejas Equipment Sales & Service, Mc Allen, Texas Sales Representative: Maintained leasing of Construction Equipment, Sales and Service. Involved in community organizations tied closely to our business located in the Rio Grande Valley. F.W. Gartner Co. Houston, Texas (Corpus Christi branch). Outside Sales Representative: Responsible for new sales in the areas of Corpus Christi, and Rio Grande Valley. Sold the service of thermal spraying, machine shop, concrete sawing and core drilling services. 1980-1981 PA Inc. Corpus Christi, Texas 1977-1980 Sales Coordinator: Organized up to 14 crews for daily locations and included servicing, inclusive of pipe inspections, drill pipe straightening, and pipe coating in Texas, Oklahoma and Louisiana Corpus Christi Better Business Bureau. Corpus Christi, Texas Community Relation Director- Responsible for organizing engagements for local organizations as to how to promote, better serve, the community. Brought in new memberships and worked closely with the State Attorney General's Office in order to eradicate the abuse to small business and consumer fraud. Public speaking engagements to business, schools, and colleges. Skills Public Relations, Communications both verbal written, Strong problem solving skills, employee management Time management skills. Finance experience, logistic Skills and knowledge, P&L statements, accounting, Public Speaking, International Sales, Engineering skills associated with machinery and parts of equipment OTHERS Attended several manufacturing schools concerning, compaction, milling , fork lifts, cranes and excavators. Served on Associated Building Contractors for 30 years. Held committee positions on Associated General Contractors Have worked closely with US Military —Aviation, Homeland Security creating specialized equipment for their needs Worked with very complex engineering in the Petrochemical Markets and with the production side in the Eagle Ford Shale Fluent in Spanish. PERSONAL PROFILE: I strive to maintain a professional presence and possess the ability to work well under pressure and within mandated time frames. I communicate effectively and positively with people of diversified backgrounds. Multitasking and having the ability to finish project and task on time. The ability to teach others and be a part of team work efforts, keep on budgets, And be able to give back to the communities. Looking for an aspiring company to work with that may be able to: Utilize my skills and knowledge to the fullest To be a part of making an already great company better Take what I gain and give back and teach to the next generation Have been involved with County Government, City Municipalities, Federal Government, and US Military as clients and demonstrated Abilities to facilitate their unexpected needs and received accommodations Worked with many Road and Bridge builders throughout South Texas Mining Operations (Materials), Portable Plants, Heavy Concrete Agriculture Farm and Ranching needs of large scale basis, conservation Water Management, Waste Water Treatment Plants, Dams On October 23, 2015 thru June 2016 was appointed by City Council on nine member panel AD-HOC "Street Committee" addressing issues with the City of Corpus Christi Streets. To research and resolve using "Best Practices" and implement them. REGIONAL HEALTH AWARENESS BOARD *One (1) vacancy with term to 10/01/2021, representing the category of City Community Representative. Composition The Regional Health Awareness Board is made up of fifteen (15) voting members representing a cross-section of health, environmental, and social interest. Two (2) community members will be appointed by the City Council, two (2) community members appointed by the Nueces County Commissioner's Court , and two (2) community members appointed by the San Patricio County Commissioner's Court for three-year terms. At -large members are appointed to three-year terms as follows: 1 - City of Corpus Christi, 1 EINueces County, 1 -[fan Patricio County, 2 -0 Port Industries of Corpus Christi, 1 - Texas A & M - ®orpus Christi, and 1 (Texas A & M -[Kingsville. Also, 1 - member appointed by the Irma Lerma Rangel College of Pharmacy and 1 - member appointed by the Education Service Center, Region 2 for three-year terms beginning in January. Additionally, there are four (4) ex-officio/non-voting representatives, one (1) from each of the following agencies: Texas Commission on Environmental Quality, Environmental Protection Agency, Nueces County/City of Corpus Christi Public Health District and San Patricio County Department of Public Health. Name Appointing Term Appt. date End date Authority Position Status Category *Donna Huddleston PHD., RN 21 12/11/20121 10/1/20181 City Council Not seeking reappointment City Community Rep. Ambar Qureshi 2 12/11/2012 10/1/2020 City Council Active City Community Rep. Constance Sanchez, Interim Asst. City Manager 1 6/20/2017 1/1/2020 City Council Active City Representative REGIONAL HEALTH AWARENESS BOARD Applications Name District Tosha James District 4 James C Miller PHD. District 4 Daniel J. Riechers District 4 Mimosa Thomas District 2 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 22, 2019 Profile Tosha First Name Email Address 3202 Azores Dr Street Address Corpus Christi City What district do you live in? * 17 District 4 Current resident of the city? c' Yes r No 3 If yes, how many years? Mobile: (806) 236-6517 Primary Phone James Last Name Business: (361) 761-3639 Alternate Phone Corpus Christi_ Medical Center Sr. IT Director Employer Job Title 7101 S. Padre Island Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78412 Work Address - Zip Code 361-761-3639 Work Phone tosha.james@hcahealthcare.com Work E-mail address TX 78418 State Postal Code Tosha .James Pane 1 of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? CITIZENS ADVISORY HEALTH BOARD: Submitted COMMUNITY YOUTH DEVELOPMENT (78415) PROGRAM STEERING COMMITTEE: Submitted ETHICS COMMISSION: Submitted REGIONAL HEALTH AWARENESS BOARD: Submitted Interests & Experiences Are you a registered voter? 0 Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Master of Arts in Management Currently serving as President of Tropic Isles HOA Board of Directors Currently Assistant Ethics and Compliance Officer for Corpus Christi Medical Center If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Regional Health Awareness Board Citizens Advisory Health Board Community Youth Development Program Steering Committee Why are you interested in serving on a City board, commission or committee? Recently moved to Corpus Christi and want to become more involved in and serve the community. Additionally, serving in this capacity will broaden my professional network. Previously in Amarillo, I served as a CASA volunteer and was involved in community outreach through the United Way. Upload a Resume Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Tosha James Pane 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes c' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes P No Does your employer or your spouse's employer have a City contract? ✓ Yes C No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes c No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. NA Board -specific questions (if applicable) Tosha James Pane 2 of 5 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? Yes C No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. r✓ I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rJ I Agree Tosha .7amAs Pane 4 of S Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. I7 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Tosha James Pace 5 of 5 Tosha James Core Competencies • Attain and leverage strategic relationships • Communicate with impact • Drive execution and financial results • Effective decision making Professional Experience • Lead and develop others • Service quality and excellence • Honor organization mission and values • Achieve success through effective leadership Senior IT&S Director /Asst. Ethics and Compliance Officer HCA Healthcare - Corpus Christi Medical Center Corpus Christi, TX Responsible for IT Operations and resource management for multiple acute care IP facilities, freestanding emergency departments, IP psychiatric facility, cancer center, and ambulatory clinics comprising 631 total IP beds. Conduct ethics and compliance investigations and audits; manage Facility Ethics and Compliance Committee; and ensure facility compliance with all policies and regulations. Serve as Facility Information Security Officer ensuring mitigation of system risks. Develop plans for facility technical environment in cooperation with Division technical leaders. Manage biomedical operations and staff. Develop and manage capital and operating budgets aligned with enterprise budget directives. Responsible for development and implementation of policies and procedures within a corporate framework. Facilitate contract negotiations with vendors. Serve as Project Manager on facility IT projects. Work with Executive Leadership on strategic planning for facility growth. Promote and coordinate management of compliance issues and projects. Serve as chair for Employee Action Committee, Team Leader in ICS process and facility disaster preparation, and General Support Process Improvement Team Leader. Understand future changes / trends in the Healthcare & Technology industries and how they relate to the organization. 2015 - Present President T James Management Services, LLC 2014-2018 Management Consultant Company served as Clinic Administrator for medical and surgical clinics and General Contractor for residential home construction. Managed daily to day and financial operations, strategic planning, permitting, and regulatory compliance. Conducted internal audits and developed action plans. Responsible for implementation and maintenance of technological infrastructure. Developed policies and procedures for multiple clinics, managed HR functions, and served as Project Manager for construction and IT projects. Facilitated marketing and social media for clinics. Responsible for implementation, maintenance, and training for multiple EHR Systems. IT Application Manager BSA Health Systems (Siemens Managed Care) /Amarillo, TX 2012-2014 Transitioned from Siemens to BSA due to buyout. Provided leadership to IT staff and managed end user support of hospital systems. Responsible for development and implementation of application enhancement 3202 Azores Dr, Corpus Christi, TX 78418 .806-236-6517441411101000000 Tosha James strategy. Managed regimented application maintenance schedule to ensure healthy operating systems. Ensured compliance with Ardent/BSA policies, procedures and standards. Facilitate vendor contracting and negotiations. Develop departmental capital and operational budgets. Responsible for resource management to appropriate staffing levels and ensure optimal productivity. Successful completion of enterprise defined directives within facility while mitigating risks between business units & application team. Served as Project Manager on multiple projects ensuring successful implementation. Administrator Texas Tech University Health Science Center — Correctional Managed Healthcare / Amarillo, TX 2005-2012 Responsible for daily healthcare operations in a correctional setting. Management of 300+ medical, dental, psychiatric and ancillary professionals. Ensured implementation of Texas Department of Criminal Justice (TDCJ) and Texas Tech University Health Service policies within TDCJ William P. Clements, Jr. Unit. Established systems for the coordination of care among multi -disciplinary healthcare providers and provide quality and accessibility of all healthcare services provided to TDCJ inmates. Facilitated implementation of EMR system. Conducted investigations of ethic and compliance complaints. Daily engagement in unusually difficult or involved work requiring substantial and frequent use of judgment and independent decision- making. Maximized operating efficiencies through sound management practices and utilization review procedures. Ensured operational objective in accordance with facility needs for multiple service lines. Prepared surveys and conducted routine audits to ensure compliance with all regulatory agencies and policies. Obtained national accreditation. Responsible for all facets of financial management, project management, IT management, public health outreach, contract development, regulatory compliance, risk management, and quality control. HR facilitation inclusive of payroll, benefits, resource staffing, discipline, training, and professional recruiting. Education Master of Arts in Management Bachelor of Science in HR Management Training/Associations • American College of Healthcare Executives (pursuing FACHE) — Current Member • Disaster Preparedness for Hospitals and Healthcare Organizations — FEMA Training Volunteer/Community Involvement Wayland Baptist University Wayland Baptist University • 2018 President, Board of Directors — Tropic Isle Homeowners Association • CASA (Court Appointed Special Advocate) volunteer • United Way of Amarillo & Canyon — Team Leader Tosha James CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 08, 2019 Profile James First Name Email Address 6845 ASWAN DR Street Address CORPUS CHRISTI City What district do you live in? * rJ District 4 Current resident of the city? C' Yes r No 1 If yes, how many years? Mobile: (307) 620-0405 Primary Phone 6300 Ocean Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78412 Work Address - Zip Code james.miller@tamucc.edu Work E-mail address C Miller Middle Initial Last Name Mobile: (307) 62.0-0405 Alternate Phone Which Boards would you like to apply for? REGIONAL HEALTH AWARENESS BOARD: Submitted TX State Ph.d. Suffix 78412 Postal Code Interests & Experiences James C Miller Ph -d- Pane 1 of 4 Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Ph.D., Biology (Human Physiology); Adjunct Faculty, Department of Life Sciences, TAMUCC; Musician, Veterans Band of Corpus Christi Why are you interested in serving on a City board, commission or committee? 45 years of applied research focused on keeping workers healthy and safe Upload a Resume Demographics Gender Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes c' No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes c' No James C Miller Ph.d_ Pane 2 of 4 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes P No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Verification James C Miller Ph_d. Pane 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. I7 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. rJ I Agree James C Miller Ph_d_ Pane 4 of 4 JAMES C. MILLER, Ph.D. Consulting Scientist 5973 State Hwy 361, #327, Port Aransas, Texas 78373 Tel. 307-620-0405, email ResearchGate Amazon.com Smashwords Academia.edu ORCID MAJOR CAREER ACCOMPLISHMENTS The seminal investigation of sleep EEG and cardiovascular dynamics at altitude (Miller & Horvath, 1977). The original specification of the standards of use for impedance cardiography in psychophysiological research (Miller & Horvath, 1978). The first recording of commercial driver EEG on the open highway (Mackie & Miller, 1978). The definition of the standard deviation of lane position (SDLP) as a sensitive measure of driver fatigue (Mackie & Miller, 1978). In-flight study of the effects of pyridostigmine bromide on pilot performance and physiology (Gawron et al., 1988). The design of a retrofit for the Train Sentry III engineer alerter (Miller, 1993). The design of reliable fitness for duty testing for the transportation industry (Miller et al., 1994). The initial demonstration of the use of impedance cardiography in forensic polygraphy (Miller, 1994). The initial investigation of fatigue effects in wildland firefighters (Zimmerman et al., 2000). Air Force lead for the development of the Fatigue Avoidance Scheduling Tool (FASTTM) software, 2000-2005. Leadership in defining effective watchstanding schedules for military submarine operations (Miller et al., 2003, Paul et al., 2010). Author of unique books on: Fatigue management for private aviation pilots (Miller, 2001). The arithmetic of shiftwork scheduling (Miller, 2013). Identifying fatigue as a factor in accidents (Miller, 2013). Maritime watchstanding research and plans (Miller, 2013). EDUCATION - ACADEMIC 1976, Ph.D., Biology (Applied Physiology), Institute of Environmental Stress, University of California, Santa Barbara, CA (Dr. Steven M. Horvath) 1965, B.A., Analytical Biology, University of California, Santa Barbara, CA EDUCATION - MILITARY 1982, Air Command and Staff College, Seminar, Brooks AFB, TX 1980, Squadron Officers School, USAF Extension Course Institute 1967, C -130E Hercules Crew Training, Sewart AFB, TN 1966-1967, Undergraduate Pilot Training, Webb AFB, TX 1966, Officer Training School, Lackland AFB, TX EDUCATION - MANAGEMENT 1985, Advanced Management Seminar, Office of Personnel Management 1981, Program Management, American Management Associations 1981, Laboratory Management of Research and Development (SYS 420), Air Force Institute of Technology EDUCATION - TECHNICAL 1987, Fundamentals of Human Factors Engineering and Design, Anacapa Sciences 1985, Occupational Ergonomics, University of Michigan 1985, Lab Data Acquisition/Microcomputers, Digital Equipment Corporation 1983, Man -Machine Interface, Continuing Education Institute 1981, Workspace Design, University of Wisconsin 1 CONSULTING in Human Factors 2007 -present, Owner and Principal Scientist, Miller Ergonomics 1986 -present, Member of Advisory Board, Analytical Group (forensic investigations) 1984-1997, Owner and Principal Scientist, Ergonomics Associates EXPERIENCE - PROFESSIONAL 2010-2017, Consultant, Fatigue Mitigation, as part of Oak Ridge National Laboratory team in support of Control Room Management, U.S. Pipeline and Hazardous Materials Administration (PHMSA), Washington DC. (participate in policy development, control room inspections and inspector training) 2012-2016, Psychophysiologist, Evaluation of Methodologies and Technologies for Improving Soldier Attention and Performance, U.S. Army Research Laboratory Detachment, Fort Sam Houston TX; through DCS Corp. (analysis of heart rate variability) 2010-2015, Research Scientist, Knowledge Preservation Program, U.S. Army Institute of Environmental Medicine, U.S. Army Research and Materiel Command, Natick, MA; through Oak Ridge Institute for Science and Education (participated in research projects concerning human performance) 2000-2007, Senior Research Physiologist (DR-3/GS-14), Biobehavioral Performance Branch, Air Force Research Laboratory (AFRL/HEPF), Brooks City -Base, TX (applied R&D concerning human performance and fatigue in sustained operations) (retired) 1997-2000, Director, Human -Environmental Research Center (HERO), USAF Academy, Colorado Springs, CO (physiological, behavioral and educational research; Academy R&D Institute) 1994-1997, Adjunct Associate Professor, Department of Neuropharmacology, The Scripps Research Institute, La Jolla, CA (Laboratory for Sleep, Fatigue and Safety; quantitative EEG in sleep and fatigue research) 1989-1996, Director of Technology, Performance Factors, Inc., Alameda, CA; and Vice President, Human Factors, Evaluation Systems, Inc., Lakeside, CA (fitness -for -duty testing in industry) 1987-1989, Chief, Human Factors Engineering Branch (GM-14/GS-14), 6510th Test Wing, USAF Flight Test Center, Edwards AFB, CA (director of Human Factors Development Test and Evaluation) 1986-1987, 2000 -present, Forensic Consultant, Analytical Group, Inc., San Antonio TX (forensic analysis of fatigue as a factor in accidents, forensic analysis of human factors engineering failures as factors in accidents) 1980-1987, Research Physiologist (GS -13), Crew Technology Division, USAF School of Aerospace Medicine, Brooks AFB, TX (basic and applied R&D in human workload, performance and fatigue; research contract technical monitor) 1974-1980, Senior Research Scientist, Human Factors Research, Inc., Goleta, CA (Dr. Robert R. Mackie; U.S. Department of Transportation and industrial investigations of human performance and fatigue) 1971-1974, Research Assistant, Institute of Environmental Stress, University of California, Santa Barbara, CA (Dr. Steven M. Horvath; psychophysiological investigations of sleep and cardiovascular functions at sea level and at altitude; AFOSR funding) 1965-1966, Laboratory Technician, NASA Biosatellite III Project, Space Biology Laboratory, Brain Research Institute, UCLA (Dr. W. Ross Adey; lead psychophysiological recording technician; full time) 1964-1965 (academic years), Laboratory Assistant, Environmental Stress Laboratory, University of California, Santa Barbara, CA (Dr. Steven M. Horvath; bioelectronics) 1958-1965 (summers), Laboratory Helper and Assistant, Department of Anatomy and Brain Research Institute, UCLA (Dr. W. Ross Adey; electronics and psychophysiology technician) EXPERIENCE - ACADEMIC 2018 -present, Adjunct Faculty Member, Department of Life Sciences, Texas A&M University --Corpus Christi, Corpus Christi TX. (human physiology) 2012-2017, Lecturer, Inspector Training & Qualifications Division, Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation, Oklahoma City, OK (through Oak Ridge National Laboratory). 2008-2011, Lecturer, USAF School of Aerospace Medicine, Brooks City -Base TX (fatigue workshop for Medical Residency in Aerospace Medicine; fatigue lectures for Aerospace Primary course for flight 2 surgeons, for Aerospace Mishap Investigation Primary course, and for Human Performance Effectiveness course) 2003-2007, Instructor, Military Aviation Fatigue Countermeasures, 2 -day Continuing Medical Education certified course with Dr. John Caldwell and Dr. Lynn Caldwell, Air Force Research Laboratory, Brooks City - Base, TX 2004-2005, Faculty Affiliate, University of Texas Health Science Center at Houston School of Public Health (Master's committee: M. Nassir, M.D., "Sleep deprivation, hematological changes, and provision of glutamine: a meta-analysis of three experiments") 2001-2002, Faculty Affiliate, Department of Physiology, Colorado State University, Fort Collins, CO (Master's committee: R. Maresh, "Tyrosine and human performance") 1998-2000, Adjunct Instructor, USAF Academy Department of Behavioral Sciences and Leadership (introductory and capstone courses in human factors) 1987-1989, Lecturer, USAF Test Pilot School, Edwards AFB, CA (human factors test and evaluation) 1985-1987, Adjunct Faculty Member, University of Texas at San Antonio (team teaching in applied biology course for nursing students) 1983-1985, Visiting Member, Graduate Faculty, Texas A&M University (Doctoral research supervision: T. L. Morris, "Electrooculographic indices of fatigue -induced decrements in flying related performance" 1977, Lecturer, University of California Extension, Santa Barbara, CA (sleep physiology course for nursing students) EXPERIENCE — MILITARY 1987-1989, Science Manager, Life Sciences Directorate, Air Force Office of Scientific Research (AFOSR/NL), Bolling AFB, DC (Major, USAFR) 1976-1985, USAF Academy and ROTC Scholarship Admissions Liaison Officer, Santa Barbara, CA, and San Antonio, TX (Major, USAFR) 1967-1971, Aircraft Commander and Instructor Pilot, C -130E Hercules (international operations, combat operations (Captain, USAFR, extended active duty) EXPERIENCE — MANAGEMENT 2000-2007, Management of contracts and in-house work units, Air Force Research Laboratory (DR-3/GS-14), Brooks City -Base, TX 2003-2004, Chair, Department of Defense Human Factors Engineering Technical Advisory Group (HFE TAG), Deputy Undersecretary of Defense for Research and Engineering (DDR&E) 1997-2000, Chair, USAF Academy Institutional Review Board (IRB), Dean of the Faculty, USAF Academy, CO 1997-2000, Director, Human -Environmental Research Center, Dean of the Faculty, USAF Academy, CO 1988-1989, Chair, Program Advisory Group, Aircraft Mishap Prevention Program, Headquarters Air Force Inspection and Safety Center, Norton AFB, CA 1987-1989, Branch Chief, Air Force Flight Test Center, Edwards AFB, CA (GS -14; 20 engineers) 1980-1987, Management of contracts and in-house work units, USAF School of Aerospace Medicine, Brooks AFB, TX (GS -13) 2004, 1996-1997, 1985-1986, President, Human Factors and Ergonomics Society Chapters, San Antonio, TX, and San Diego, CA 1984, Finance Chairman, National Meeting, Human Factors Society, San Antonio, TX 1981-1983, Commander, USAF Academy and ROTC Scholarship Admissions Liaison program for South Texas (200 high schools, 30 officers; Major, USAFR) 1975-1980, Management of contracts with U.S. Department of Defense, U.S. Department of Transportation and industry at Human Factors Research, Inc., Goleta, CA 1968-1971, Aircraft commander, C -130E Hercules, USAF (Captain, USAF) PROFESSIONAL CERTIFICATIONS 2012 -present, Collaborative Institutional Training Initiative (CITI; protection of human subjects in research), Biosciences Researchers Responsible Conduct of Research Course, and Social/Behavioral Research Investigators Course, expiring in January 2021. 3 1993-2014, Certified Professional Ergonomist (CPE), Board of Certification in Professional Ergonomics, certificate no. 64 (retired). PROFESSIONAL MEMBERSHIPS 2011 -present, InfraGard (FBI -sponsored security of critical infrastructure) 1990 -present, Aerospace Human Factors Association (Fellow, charter member) 1981-1987, Alamo Chapter, Human Factors and Ergonomics Society (founding member) 1979 -present, Human Factors and Ergonomics Society (emeritus member) 1977 -present, Aerospace Medical Association (emeritus member) AWARDS 2007, Henry L. Taylor Founder's Award for outstanding contributions in the field of aerospace human factors, Aerospace Human Factors Association 2006, Twenty-year certificate of Federal service 1990, Air Force Commendation Medal, Air Force Office of Scientific Research (AFOSR), USAF Reserve 1981, Outstanding Liaison Officer Commander in the South, USAF Academy, USAF Reserve 1970, Distinguished Flying Cross, USAF. Awarded to aircrew who "distinguished her/himself in actual combat in support of operations by heroism or extraordinary achievement while participating in an aerial flight." 1968, 1970, Air Medal with four Oak Leaf Clusters, USAF. Awarded for "meritorious achievements while participating in aerial flight ... in actual combat in support of operations." 1966, Distinguished Graduate, Officer Training School, USAF OTHER PROFESSIONAL EXPERIENCE 2012, Member, National Academy of Sciences Committee for Assessing Foreign Technology Development in Human Performance Modification 2007-2016, Reviewer, Scientific Review Committee, U.S. Army Research Institute for Environmental Medicine 2004, Principal consultant, Air Force Inspection Agency, Eagle Look PN 04-602: Shift Worker Fatigue, Sep 2003 -May 2004. 2000-2007, Air Force lead for the development of the Sleep, Activity, Fatigue, and Task Effectiveness (SAFTE) simulation and the Fatigue Avoidance Scheduling Tool (FAST) software, Air Force Research Laboratory, Brooks City -Base, San Antonio, TX 2003-2004, Chair, DoD Human Factors Engineering Technical Advisory Group (HFE TAG), Deputy Undersecretary of Defense for Research and Engineering (DDR&E) 2000-2003, Co -Chair, Sustained Operations subTAG, DoD Human Factors Engineering Technical Advisory Group (HFE TAG), Deputy Undersecretary of Defense for Research and Engineering (DDR&E) 1996-2010, Reviewer, Aviation, Space and Environmental Medicine, Aerospace Medical Association 1993-2012, Reviewer, Board of Certification in Professional Ergonomics 1992-2010, Charter Associate Editor, Ergonomics in Design, Human Factors and Ergonomics Society 1987-1989, Chair, Program Advisory Group, Aircraft Mishap Prevention Program, Headquarters Air Force Inspection and Safety Center, Norton AFB, CA 1982, Convener and workshop chairman, "Physical fitness testing at the US Air Force Academy," USAF Academy, CO 1971-2016, Programmer --IBM 360/75 Assembler, PL/I, FORTRAN, Forth, Basic (interpreted and compiled), C (ANSI), HTML 1966-1989, Pilot—FAA Commercial, Instrument, Single and Multi -Engine ratings; 682 hours combat flight time, 2000 hours C -130E Hercules tactical transport flight time, 2600 hours total flight time (no longer current) Guide to Publications Sponsored and Invited Presentations Books and Book Chapters Refereed Articles Technical Reports Refereed Short Papers and Meeting Abstracts Other Presentations 4 Methodology Outreach - Ergonomics in Design Other Consultations - Government Forensics SPONSORED and INVITED PRESENTATIONS "Murphy's Law and the Fatigue Police" (A Keynote Presentation). Air Medical Conference, International Society of Aeromedical Services (ISAS, Australasian Chapter) and Flight Nurses Australia, Darwin, Australia, June 2003. Keynote presentation, sponsored by ISAS. "A Brief History of USAF Applied Research Concerning Military Aviation Fatigue and Performance." 50th meeting of the DoD Human Factors Engineering Technical Advisory Group, Tempe, AZ, Nov 2003. Invited plenary session presentation. "Recent Developments Based Upon Applied Research Concerning Fatigue Effects." Aerospace Human Factors Association, Boston, MA, 12 May 2008. Henry L. Taylor Founder's Award address. "Application of Cognitive Modeling to Fatigue Management." 4th Panhellenic Conference on Aerospace Medicine, Athens, Greece, 29 February 2008. Sponsored by the Hellenic Air Force. "Watch Schedule Comparison." Submarine Watch Schedule Symposium, Canadian Forces Environmental Medicine Establishment & the Defence Research and Development Canada (DRDC) — Toronto, Canada, 9 September 2009. Sponsored by DRDC. "Fatigue." 7th Annual Conference, The Academy of Medicine, Engineering and Science of Texas (TAMEST), 7 January 2010, San Antonio, TX. Invited presentation. "Control Room Management of Fatigue Effects." National rulemaking conference, Houston, TX, 17 Nov 2010. Sponsored by the U.S. Pipeline and Hazardous Materials Safety Administration (PHMSA). "Human Factors, Vigilance and Cognitive Fatigue." Annual meeting of the Underwriters Laboratory Security Council, Chicago, IL, 3 May 2011. Sponsored by the UL Security Council. "Human Factors. Vigilance and Cognitive Fatigue." Webinar for the Chicago chapter of InfraGard, 11 October 2011. Invited presentation. "Fatigue Mitigation." 2011 Control Room Forum, American Petroleum Institute, San Antonio, TX, 12 October 2011. Invited presentation. "Countering Sleep and Fatigue Myths in 24/7 Operations." Webinar series, Human Factors and Ergonomics Society, 8 Aug 2012. "Control Room Management: Fatigue Mitigation." Pipeline Performance Group, Houston TX, 5-6 Feb 2014. Also, Atlanta GA, 1-2 Oct 2014. "Application of Cognitive Modeling to Fatigue Management." Fatigue Science Inc. for the U.K. Royal Air Force, Vancouver, BC, Canada, 17-18 June 2015. BOOKS AND BOOK CHAPTERS Guide Mackie RR, Miller JC. Driver fatigue as a function of driving time, regularity of schedules and participation in cargo loading. Chapter in DJ Oborne and JA Levis (ed.), Human Factors in Transport Research. London: Academic Press, 1980, pp 126-133. Miller JC, Horvath SM. Work physiology. Chapter 5 in M Helander (ed.), Human Factors/Ergonomics for Civil Engineers and Construction Managers. John Wiley and Sons, New York, 1981. Gawron VJ, Schiflett SG, Miller JC. Measures of in-flight workload. Chapter 11 in R Jensen (ed.), Aviation Psycholoay. Gower Technical, Aldershot, U.K., 1989. Miller JC, Rokicki SM. Psychophysiological test methods. Chapter 8 in TG O'Brien, SG Charlton (ed.), Handbook of Human Factors Testing and Evaluation (1st edition), Lawrence Erlbaum and Associates, 1995. Waugamann WA, Miller JC (ed.). Biomedical Sciences Instrumentation (Vol. 36: Proceedings of the 37th annual Rocky Mountain Bioengineering Symposium and 37th International ISA Biomedical Sciences Instrumentation Symposium). Instrument Society of America, Research Triangle Park, NC, 2000. Miller JC. Controlling Pilot Error: Fatigue. McGraw-Hill (paperback), 2001, (ISBN 0071374124). 5 Elliott LR, Dalrymple MA, Schiflett SG, Miller JC. Scaling Scenarios: Development and Application to C4ISR Sustained Operations Research. In S Schiflett, L Elliott, E Salas, M Coovert (ed.), Scaled Worlds: Development. Validation, and Applications. Ashgate Publishing Limited, Surrey, England, 2004. Miller JC. An historical view of operator fatigue. Chapter 2 in G Matthews, PA Desmond, CE Neubauer, PA Hancock (ed.), Handbook of Operator Fatigue, Ashgate Publishing Limited, Surrey, England, 2012. Miller JC. Cognitive Performance Research at Brooks Air Force Base. Texas. 1960-2009. Smashwords (ebook), March 2013, ISBN 9781301054664. Miller JC. Shiftwork: An Annotated Bibliography. Shiftwork, Fatigue and Safety series, book 1. Smashwords (ebook), March 2013, ISBN 9781301351138. Miller JC. Fundamentals of Shiftwork Scheduling. 3rd Edition: Fixing Stupid. Shiftwork, Fatigue and Safety series, book 2. Smashwords (ebook), August 2013, ISBN 9781301961894. Createspace (paperback). Miller JC. Anatomy of a Fatigue -Related Accident. Shiftwork, Fatigue and Safety series, book 3. Smashwords (ebook), November 2013, ISBN 9781310879265. Createspace (paperback). Miller JC. 21 Tips for Beating Fatigue and Improving Your Health. Happiness and Safety (21 Book Series) (paperback). CreateSpace Independent Publishing Platform, 2013. Miller JC. Melatonin. Pages 183-184 in LM Castell, SJ Stear, LM Burke (ed.), Nutritional Supplements in Sport. Exercise and Health: An A -Z Guide. Routledge, London, 2015. Miller JC. Maritime Watchstanding Plans: Origins. Variants and Effectiveness. Shiftwork, Fatigue and Safety series, book 4. Smashwords (ebook), June 2015, ISBN 9781311016294. REFEREED ARTICLES Guide McManus BM, Horvath SM, Bolduan N, Miller JC. Metabolic and cardiorespiratory responses to long-term work under hypoxic conditions. Journal of Applied Physiology 36:177-182, 1974. (also AFOSR-TR-74- 1834; NTIS AD -A001-790) Miller JC, Horvath SM. Cardiac output during human sleep. Aviation, Space, and Environmental Medicine 47(10):1046-1051, 1976. (also AFOSR-TR-77-0814; NTIS AD -A064-412) Miller JC, Farlow DE, Seltzer ML. A physiological assessment of repetitive lifting. Aviation, Space, and Environmental Medicine 48(10):984-988, 1977. Miller JC, Horvath SM. Sleep at altitude. Aviation, Space, and Environmental Medicine 48(7):615-620, 1977. (also AFOSR-TR-77-1159; NTIS AD -A043-974) Miller JC, Horvath SM. Cardiac output during sleep at altitude. Aviation, Space, and Environmental Medicine 48(7):621-624, 1977. (AFOSR-TR-77-1156) (NTIS AD -A043-643) Miller JC, Horvath SM. Impedance cardiography. Psychophysiology 15(1):80-91, 1978. (also AFOSR-TR-78- 1587; NTIS AD -A062-624). This was a seminal paper that stimulated a new methodological domain in psychophysiological research. Miller JC, Helander M. The 24-hour rhythm and nocturnal depression of human cardiac output. Aviation, Space, and Environmental Medicine 50(11):1139-1144, 1979. Miller JC, Takamoto NY, Bartel GM, Brown MD. Psychophysiological correlates of long term attention to complex tasks. Behavior Research Methods, Instruments, and Computers 17(2):186-190, 1985. (also USAFSAM-PROC-85-1; NTIS AD -A162-674) Gawron VJ, Schiflett SG, Miller JC, Slater T, Ball JF. Effects of pyridostigmine bromide on in-flight aircrew performance. Human Factors 32(1):79-94, 1990. Allen RW, Stein AC, Miller JC. Performance testing as a determinant of fitness for duty. Technical Paper 901870, Society of Automotive Engineers, Warrendale PA, 1990. Arch T. Colwell Merit Award, SAE International. Gevins AS, Bressler SL, Cutillo BA, Illes J, White RM, Miller JC, Stern JA, Jex HR. Effects of prolonged mental work on functional brain topography. EEG and Clinical Neurophysiology 76:339-350, 1990. Miller JC. Driver fatigue and long distance truck drivers: implications for trucking operations. Pages 5-13 in Changing Trucking to Match a Changing World. Special Paper 979, Society of Automotive Engineers, Warrendale PA, 1992. 6 Miller JC, Sharkey TJ, Graham GA, McCauley ME. .Autonomic physiological data associated with simulator discomfort Aviation, Space and Environmental Medicine, 64(9):813-819, 1993. Miller JC, Kim HT. An alternative to discriminant functions for impairment detection: a boolean approach (abstr.). 65th Annual Scientific Meeting of the Aerospace Medical Association, San Antonio TX, May 1994. Miller JC, Kim HT, Hewett GR. Development of the ReadyShift fitness -for -duty driving test. Pages 493-500 in Advances in Industrial Ergonomics & Safety, vol. VII, AC Bittner, PC Champney (ed.), Proceedings of the Annual International Industrial Ergonomics and Safety Conference, International Foundation for Industrial Ergonomics and Safety Research, Taylor & Francis, 1995. Kim HT, Miller JC. Statistical stability of the ReadyShiftfitness-for-duty driving test. Pages 501-510 in Advances in Industrial Ergonomics & Safety, vol VII, AC Bittner, PC Champney (ed.), Proceedings of the Annual International Industrial Ergonomics and Safety Conference, International Foundation for Industrial Ergonomics and Safety Research, Taylor & Francis, 1995. Miller JC. Batch processing of 10.000 hours of truck driver EEG data. Biological Psychology, 40:209-222, 1995. White JL, Darko DF, Brown SJ, Miller JC, Hayduk R, Kelly T, Mitler MM. Early central nervous system response to HIV infection: sleep distortion and cognitive -motor decrements. AIDS, 9:1043-1050, 1995. (NHRC Publication 94-18; AD312-295) Darko DF, Miller JC, Gallen C, White J, Koziol J, Brown SJ, Hayduk R, Atkinson JH, Assmus J, Munnell DT, Naitoh P, McCutchan JA, Mitler MM. Sleep electroencephalogram delta -frequency amplitude, night plasma levels of tumor necrosis factor alpha, and human immunodeficiency virus infection. Proc. Natl. Acad. Sci USA, 92:12080-12084, 1995. Morris TL, Miller JC. Electrooculographic and performance indices of fatigue during simulated flight. Biological Psychology, 42:343-360, 1996. Mitler MM, Miller JC. Methods of testing for sleepiness. Behavioral Medicine, 21(4):171-183, 1996. Mitler MM, Miller JC. Some practical considerations and policy implications of studies of sleep patterns. Behavioral Medicine, 21(4):184-185, 1996. Mitler MM, Miller JC, Lipsitz JJ, Walsh JK, Wylie CD. The sleep of long-haul truck drivers. New England Journal of Medicine. 337(11):755-761, 11 Sep 1997. Miller JC. Quantitative analysis of truck driver EEG during highway operations. Biomed. Sci. Instrum. (Proc. 35th Annual Rocky Mountain Bioengineering Symposium), 34:93-98, 1997. Miller JC. Personal computer web site support for instruction. In Miller JC, Halloran ME, Millis BJ (ed.). Pikes Peak Educational Innovations and Research Symposium (Proceedings), Technical Report HERC 1999-01, Dean of the Faculty, USAF Academy, Colorado. (ADA363716) Miller JC, Halloran ME, Revak MA (1999). The 1999 faculty notebook computer study. In Miller JC, Halloran ME, Millis BJ (ed.). Pikes Peak Educational Innovations and Research Symposium (Proceedings), Technical Report HERO 1999-01, Dean of the Faculty, USAF Academy, Colorado. (ADA363716) Asiu B, Miller JC. "Preparing your research protocol for the human subjects review panel: taking advantage of the shortcuts and avoiding the pitfalls (workshop)." In Miller JC, Halloran ME, Millis BJ (ed.). Pikes Peak Educational Innovations and Research Symposium (Proceedings), Technical Report HERC 1999-01, Dean of the Faculty, USAF Academy, Colorado. (ADA363716) Darko DF, Mitler MM, Miller, JC. Growth hormone, fatigue, poor sleep and disability in HIV infection. Neuroendocrinology, 67:317-324, 1998. (Also, abstract in Sleep, 1998) Darko DF, Miller JC, Erman MK, Poceta JS, Mitler MM. Pentoxifylline in HIV infection: no effect on neurocognitive performance or sleep. Journal of AIDS/HIV, 8966(30), 4275-4681, 1999 Mitler MM, Darko DF, Miller JC, Erman MK, Poceta JS, Redfield DC. Therapies are needed for cognitive/motor impairment in healthy patients with HIV on HAART. Sleep, 23, A343, 2000. Miller JC, Cardenas R, Vega LR, Hickey PA, Michel AM, Brown L, Dyche J, Carr, W. Effects of three watchstanding schedules on submariner sleep physiology. Sleep, 26, 1068, 2003. Hursh SR, Redmond DP, Johnson ML, Thorne DR, Belenky G, Balkin TJ, Storm WF, Miller JC, Eddy DR. Fatigue models for applied research in warfightinq. Aviat Space Environ Med, 75(3), Section II, Supplement, pp. A44 -A53, 2004. 7 Hursh SR, Balkin TJ, Miller JC, Eddy D R (2004). The Fatigue Avoidance Scheduling Tool: Modeling to Minimize the Effects of Fatigue on Cognitive Performance (2004-01-2151). SAE Transactions 113 (part 1), pp. 111-119. Schultz D, Miller JC. Fatigue and use of go/no-go pills in extraordinarily long combat sorties (Commentary). Aviat Space Environ Med 75(4):370-371, 2004. Muza SR, Rock PB, Zupan MF, Miller JC, Thomas WR, Cymerman A. Residence at moderate altitude improves ventilatory response to high altitude. Aviat Space Environ Med 75(12):1042-1048, 2004. Duplessis CA, Miller JC, Crepeau LJ, Osborn CM, Dyche J. Submarine watch schedules: underway evaluation of rotating (contemporary) and compressed (alternative) schedules. Undersea Hyperb Med 34(1):21-33, 2007. Paul MA, Miller JC, Gray G, Buick F, Blazeski S, Arendt J. Circadian phase delay induced by phototherapeutic devices. Aviat Space Environ Med 78(7):645-652, 2007. Caldwell JA, Mallis MM, Caldwell JL, Paul MA, Miller JC, Neri DF. Fatigue countermeasures in aviation (Aerospace Medical Association position paper). Aviat Space Environ Med 80(1):29-59, 2009. William E. Collins Award, Aerospace Human Factors Association. Paul MA, Miller JC, Gray G, Love RJ, Blazeski S, Lieberman H, Arendt J. Timing light treatment for efficient eastward and westward travel preparation. Chronobiology International 26(5):867-890, 2009. Selected for publication in Best of Sleep Medicine for 2009. Paul MA, Miller JC, Gray G, Love RJ, Lieberman H, Arendt J. Melatonin treatment for eastward and westward travel preparation. Psychopharmacology (Berl) 208(3):377-86, 2010. Selected for publication in Best of Sleep Medicine for 2011. McClernon CK, Miller JC. Variance as a measure of performance in an aviation context. International J Aviat Psychol 21(4), 1-16, 2011. Paul MA, Gray G, Lieberman H, Love RJ, Miller JC, Trouborst M, Arendt J. Phase advance with separate and combined melatonin and light treatment. Psychopharmacology (Berl) 214(2):515-23, 2011. Selected for publication in Best of Sleep Medicine for 2012. Lundy B, Miller JC, Jackson K, Senchina DS, Burke LM, Stear SJ, Castell LM. A—Z of nutritional supplements: dietary supplements, sports nutrition foods and ergogenic aids for health and performance — Part 25. British Journal of Sports Medicine 45(13):1077-1078, 2011. Miller JC. Beat-to-beat cardiovascular indices of guilty knowledge. Polygraph 43(4):123-136, 2014. METHODOLOGY Guide Posted on ResearchGate.net Miller CR, Miller JC. The SIM TAC EVAL in Flight Profile Templates and the Quadractor. 23 pp., August 1963. (D01: 10.13140/RG.2.2.14325.99049) Miller JC. Open -Highway EEG Recording. 3 pp., June 1974. (DOI: 10.13140/RG.2.1.4131.8163) Miller JC. The CR -5 Electrocardiogram Lead. 16 pp., October 1986. (D01: 10.13140/RG.2.1.2905.6087) Miller JC. Human factors rating scale and questionnaire design for USAF flight test. 24 pp., April 1989. (D01: 10.13140/RG.2.2.29273.52321) Miller JC. Autorhythmometry in Field Studies using Infrared Tympanic Thermometry. 7 pp., January 1998. (D01: 10.13140/RG.2.1.5002.7607) Miller JC. The Cooper -Harper Aircraft Handling Qualities Scale, from the Viewpoint of a Human Factors Flight Test Engineer. 4 pp., January 1998. (D01: 10.13140/RG.2.2.30230.34885) Miller JC. Scaling and Nonparametric Statistical Analysis. 20 pp., June 2006. (D01: 10.13140/RG.2.1.2975.8961) Miller JC. The Origin of SDLP. 5 pp., February 2014. (D01: 10.13140/RG.2.1.1980.5202) Miller JC. A Practical Guide to Heart Rate Variability Estimation. 16 pp., February 2016. (DOI: 10.13140/RG.2.1.3605.4801) Forer BR, Miller JC. SimpleStat: Spreadsheet Templates for Non -parametric Statistical Analyses. 5 pp., July 2016. (DOI: 10.13140/RG.2.1.4502.9368) Miller JC. Do -it -Yourself Fourier Analysis. 4 pp., January 2017. (D01: 10.13140/RG.2.2.15802.80327) 8 OUTREACH Guide Miller JC. "Pilot vigilance behavior" (letter to the editor). Flying Safety (AF Pub 127-2) 41(6):19, June 1985. Miller JC. "Ergonomics in your office." Computer Circuit 2(7):3-5, San Antonio TX, July 1985. Miller JC. "Driver fatigue: research should guide rule changes" (letter to the editor). Heavy Duty Trucking, January 1991. Miller JC, Mitler MM. "Trucking." In M.A. Carskadon (ed.), Encyclopedia of Sleep and Dreaming. Farmington Hills MI: Gale Group, 1993. Miller JC. "Everyday human factors and ergonomics concerns in the workplace." Presented to the All Services Professional Group, San Diego CA, 27 March 1996. Miller JC. "A conceptual framework for the estimation of worker fatigue". CSERIAC Gateway, X(2):1-3, 1999. (ADA385359) Miller JC, Crane M. "Fundamentals of hard disk management in Windows 98." USAFA Educator, VIII(1), 2000. Miller JC. "Response to Dieter Jahns' article on ethics" (letter to the editor). The Professional Ergonomist, VIII(1):9, 2000. Miller JC. "Relating Work and Effort to Fatigue and Accidents." Newsletter, Parents Against Tired Truckers, Issue 39, Winter 2001 Miller JC. "Owning the Night." PHALANX, Bulletin of the Military Operations Research Society, 39(1), 8, March 2006. Miller JC. "Fatigue Research." Flightlines. Newsletter for graduates of the Medical Residency in Aerospace Medicine (RAM) program of the USAF School of Aerospace Medicine, Brooks City -Base, Texas, 2007. Miller JC. "Crew Rest Regulations Come Under Fire" (letter to the editor). PHALANX, Bulletin of the Military Operations Research Society, 40(4), 11, December 2007. Miller JC. "A brief history of USAF applied research concerning military aviation fatigue and performance." USAFSAM Medical Residents in Aerospace Medicine (RAM) Supper Club, San Antonio TX, 22 Jan 2009 Miller JC. "Circadian Rhythm" (letter to the editor). The Federal Air Surgeon's Medical Bulletin, 47(4), 4, 2009. Miller JC. "Human factors, vigilance and cognitive fatigue." Threat Environments and Homeland Security and Defense, undergraduate course, University of Texas, San Antonio TX, 10 February 2011. Miller JC. "Coping with fatigue myths and realities in the workplace" (blog post). KnowledgeAtWork.com, Underwriters Laboratory, 30 Jan 2014. Miller JC. "Human Factors, Vigilance and Cognitive Fatigue." Emergency Services Sector, InfraGard Denver Members Alliance, Longmont, CO, 19 Aug 2014. Miller JC. "Human Factors, Vigilance and Cognitive Fatigue." Johnson County Emergency Services, Buffalo, WY, 8 Jan 2015. Miller JC. "Accidental Fatigue." The Forum. Newsletter of the Forensics Professional Group of the Human Factors and Ergonomics Society, 31(2), August 2015. Miller, J. C. (2017, March). Letter to the Editor: German Know -How. Air Force Magazine, 100(3), 14. Wikipedia pages: Impedance Cardiography, Fatigue Avoidance Scheduling Tool, Shift Work, Circasemidian Rhythm. Ergonomics in Design Miller JC. Fitness -for -duty testing using performance tests in the industrial workplace. Ergonomics in Design, 4(2):11-17, 1996. Miller JC, Mitler MM. Predicting accident times. Ergonomics in Design, 5(4):13-18, 1997. Miller JC. Fundamentals of shiftwork scheduling. Ergonomics in Design, 16(3):13-17, 2008. TECHNICAL REPORTS Guide Miller JC. Sleep at altitude. Dissertation, University of California, Santa Barbara, 1976. Ann Arbor MI, University Microfilms 77-16-137, 1977. 9 Miller JC. Electroencephalographic sleep analysis. Pages 192-202 in HR Jex, JF O'Hanlon, CL Ewing. Simulated rough water operations during long cruises in a 2000 -ton surface effect ship, Phases 1 and 1A (STI -TR -1057-2). Hawthorne CA, Systems Technology, Inc., 1976. (Naval Sea Systems Command, Contract N00014 -75-C-006) O'Hanlon JF, Miller JC, Royal JW. Effects of simulated surface effect ship motion on crew habitability. Phase II. Vol. 4. Crew cognitive functions, physiological stress. and sleep (HFR-TR-1757-2). Goleta CA, Human Factors Research, Inc., May 1977. (Naval Sea Systems Command, PMS-304-TR1070-VOL-4) (ADA102830) Mackie RR, Miller JC. Effects of hours of service. regularity of schedules. and cargo loading on truck and bus driver fatigue (HFR-TR-1765-F). Goleta CA, Human Factors Research, Inc., October 1978. (NHTSA, DOT - HS -803-799) (NTIS PB -290-957). This was a seminal study that (1) demonstrated that EEG data could be acquired reliably during open -highway driving, (2) demonstrated the sensitivity and reliability of the standard deviation of lane position (SDLP) measure, and (3) popularized the three -pronged data -acquisition methodology in driver fatigue research that included performance data, physiological data and quantified subjective data. Miller JC, Seltzer ML. Truck interior cab temperatures related to tractor design (HFR-TR-2715). Goleta CA, Human Factors Research, Inc., 1978. (Industrial contract) Merritt JO, Helander M, Abrams C, Miller JC. The effect of wide-angle headlight illumination on driver performance (HFR-TR-2703). Goleta CA, Human Factors Research, Inc., 1979. (NHTSA, DOT -HS -806- 186) (NTIS PB82-266826) Miller JC. Intercorrelation study. Pages 1-4, 11-23 in Shadduck, R.D., Research Material fora PAE [Physical Aptitude Examination]: Final Report of PAE testing. USAF Academy CO, Admissions Liaison Office, 1979. (SGO File Number R-79-11). Miller JC. Participant evaluations of ride quality from the MVMA Truck Ride Quality Demonstration (HFR-TM- 2720). Goleta CA, Human Factors Research, Inc., 1979. Helander M, Conway EJ, Miller JC. Human factors problem identification in surface mines. Volume II. A guide for identification of human factors/ergonomics problems (CRG-TR-10-3071). Westlake Village CA, Canyon Research Group, Inc., 1980. (Bureau of Mines, Contract J0395080) Klein RH, Allen RW, Miller JC. Relationship between ride quality and safety of operations: methodology development (STI -TR -1155-1). Hawthorne CA, Systems Technology, Inc., 1980. (NHTSA, DOT -HS -805- 494) (NTIS PB80-224108) Merritt JO, Miller JC, Kerr SK. Driver visibility quality: comparison of visibility quality meter data with human visual performance data (HFR-TR-2714). Goleta CA, Human Factors Research, Inc., 1980. (NHTSA, DOT -HS -805-496) (NTIS PB80-215312) Miller JC, Mackie RR. Vigilance research and nuclear security: critical review and potential applications to security guard performance (HFR-TR-2722). Goleta CA, Human Factors Research, Inc., 1980. (National Bureau of Standards, Contract NBS-GCR-80-201) (available from the Electronics and Electrical Engineering Laboratory, Office of Law Enforcement Standards, National Institute of Standards and Technology, www.nist.gov/eeel/) Miller JC, Shadduck RD. Preparation exercises for a PAE: report of pilot phase. USAF Academy CO, Admissions Liaison Office, 1980. Miller JC. Calculation of the number of aircraft required to sustain a continuous flow operation. USAFSAM Letter Report to Military Airlift Command, 1980. Miller JC. A subjective assessment of truck ride quality (SAE Technical Paper No. 810047). Warrendale, PA: SAE International, 1981 (Contract with the Motor Vehicle Manufacturers Association of the United States, Inc.) Miller JC, Shadduck RD, Cornum KG. Physical fitness testing by the US Air Force Academy (USAFSAM-TR- 83-22). Brooks AFB TX, USAF School of Aerospace Medicine, 1983. (ADA134524) Miller JC, Storm WF. FOT&E of the C-130 Enhanced Stationkeeping Equipment (SKE): USAFSAM Human Factors Evaluation. MAC Project 19-23-84. USAFSAM Letter Report to Military Airlift Command, February 1985, 12 pp. 10 Miller JC, Boone DC, Rokicki SM, Cornum KG, Davis MK, Cook EN, Bates HM, Berry AA. Groundcrews test chemical warfare ensemble with and without liquid -conditioned garments (USAFSAM-TR-85-24). Brooks AFB TX, USAF School of Aerospace Medicine, 1985. Narvaez A, Miller JC. Syllogistic reasoning tasks: a methodological review (USAFSAM-TR-84-41). Brooks AFB TX, USAF School of Aerospace Medicine, 1985. (ADA159190) Miller JC. (U) 2nd Communications Squadron Human Factors Assessment: I. Preliminary Problem Definition and Manning Estimate (Secret). Letter Report to USAF Space Command, March 1985, 8 pp. Miller JC, Storm WF. C -141B FIRS FOT&E: Human Factors Evaluation, MAC Project 15-50-82. USAFSAM Letter Report to Military Airlift Command, 1985. Miller JC. Physiological Data from the USCG SAR Pilot Study (EA -TR -85-1). San Antonio TX: Ergonomics Associates. Research and Special Programs Office, Transportation Systems Center, Cambridge MA. January 1985. (Contract DTRS57-85-P-80490) Newton RD, Miller JC. Color selections for an operational VDT display. Draft technical report, The Aerospace Corp., January 1987. Gawron VJ, Schiflett SG, Miller JC, Ball JF, Slater T. Effect of Pyridostigmine Bromide on Inflight Aircrew Performance (USAFSAM-TR-87-24). Brooks AFB TX, USAF School of Aerospace Medicine, 1988. (NTIS AD -A198-828) Lewis NG, McGovern JB, Miller JC, Eddy DR, Forster EM. EEG Indices of G -Induced Loss of Consciousness (G -LOC). (ADP006099). Pages 29-1 to 29-12 in Electric and Magnetic Activity of the Central Nervous System: Research and Clinical Applications in Aerospace Medicine, AGARD conference held in Trondheim, Norway 25-29 May 1987 (ADA195265). Miller JC, Steese-Seda D. Field Test of Critical Tracking Task Usefulness during Commercial Driver Dispatch. Lakeside CA, Cognitive Systems, Inc., October 1988. Miller JC. Human factors in aircraft design, test and evaluation. Air Force Flight Test Center Letter Report to AFOSR/NL, December 1988. Miller JC. Fitness -for -duty testing: The first year. Alameda CA, Performance Factors, Inc., October 1990. Miller JC. Circadian Variation in Critical Tracking Task Failure Probability. Alameda CA, Performance Factors, Inc., 1991. Stein AC, Parseghian Z, Allen RW, Miller JC, Schramm NT. Development of the Railroad Advanced Impairment Locator System (RAILS) (STI -TR -1283-1) (Contract DTRS-57-90-C-00127). Hawthorne CA, Systems Technology, Inc., 1991. Miller JC. Continuous Control Input Transformation for the ESI Fitness -for -Duty Driving Test (ESI TR 91-001). Lakeside, CA, Evaluation Systems, Inc., September 1991. Miller JC. Fundamentals of Shiftwork Scheduling. Lakeside CA: Miller Ergonomics, 1992, first edition. Miller JC, Schramm NT. Prevalence of Fitness -for -Duty Test Failures Attributable to Everyday Causes (ESI - TR -92-001). Lakeside CA, Evaluation Systems, Inc., March 1992. (Arizona DPS Contract 91-383) Miller JC. A Validation Study of Alcohol Effects on Driver Performance using the Arizona DPS TOPS Driving Test (ESI -TR -92-002). Lakeside CA, Evaluation Systems, Inc., May 1992. (Arizona DPS Contract 92-086) Miller JC, Sharkey TJ, Graham GA, McCauley ME. Autonomic Physiological Data Associated with Simulator Discomfort (TR -92-A-001). Moffett Field CA, U.S. Army Crew Station R&D Branch, NASA -Ames Research Center, 1992. Also Aviation, Space and Environmental Medicine, 64:813-819, 1993. (ADA264788) Stein AC, Parseghian Z, Allen RW, Miller JC. High Risk Driver Project: Theory and Validation of the Truck Operator Proficiency System (TOPS) (STI -TR -2417). Hawthorne CA, Systems Technology, Inc., July 1992. McCauley ME, Sharkey TJ, Sinacori JB, LaForce, S, Miller, JC, Cook A. A Demonstration of Motion Base Design Alternatives for the National Advanced Driving Simulator (NASA -TM -103881). Moffett Field CA, NASA -Ames Research Center, October 1992. Miller JC, Wagner R, Bezos AP. Advanced Locomotive Cab Alerter. Pulse Electronics, Inc., Rockville MD, August 1993 (SBIR 92-FR1, Contract DTRS-57-92-C-00100 for the Federal Railroad Administration). Miller JC. Impacts of Alcohol, Cocaine, Marijuana, and Sleep Disruption on Cognitive Function, Psychomotor Function and Vigilance (review). Lakeside CA, Miller Ergonomics, prepared for Pulse Medical Instruments, Rockville MD, 1993. 11 Kim HT, Miller JC. Alcohol Study of Experienced Truck Drivers: An Attempt to Improve the ReadyShiftlTM Functions for Low BAC Impairment Detection (ESI -TR -93-001). Lakeside CA, Evaluation Systems, Inc., October 1993. Kim HT, Miller JC. An Alternative to Discriminant Functions for Impairment Detection: A Boolean Approach (ESI -TR -93-002). Lakeside CA, Evaluation Systems, Inc., October 1993. Miller JC, Beels CA. Qualitative Assessment of Motor Carriers and Test Suppliers Having Experience with Fitness -for -Duty Testing. Lakeside CA, Evaluation Systems, Inc., 1993. (Deliverable 1, FHWA contract DTFH61-93-C-00088; ESI TR 93-003) Miller JC. Cardiovascular Indices of Guilty Knowledge. Technical report no. 94-R-0016, Department of Defense Polygraph Institute, Ft McClellan AL, June 1994. (ADA305954) Miller JC, Kim HT, Parseghian Z. ReadyshiftllTM Testing for Consequence in Six Over -the -Road Trucks (revised; ESI -TR -94-002). El Cajon CA, Evaluation Systems, Inc., August 1994. (Industrial contract; not for public release) Assmus JD, Gallen C, Kelly TL, Brown S, Naitoh P, Miller JC, Mitler MM. Quantitative EEG Analysis of Sleep Chronophysiology: A Comparison of Root Mean Square (RMS) Estimation and Fast Fourier Transformation (FFT). Technical Report 93-14, Cognitive Performance and Psychophysiology Department, Naval Health Research Center, San Diego CA, Naval Medical R&D Command, 1995. McCauley ME, Miller JC. Issues Pertaining to the Driver's Role in Automated Highway Systems (AHS): Vigilance, Supervisory Control, and Workload Transition. Los Gatos CA, Monterey Technologies, Inc. Final Report, Federal Highway Administration contract No. DTFH-94-C-00067, Joint Program Office, Intelligent Transportation Systems, May 1997 Wylie CD, Shultz T, Miller JC, Mitler MM, Mackie RR. Commercial Motor Vehicle Driver Fatigue and Alertness Study: Project Report. Technical Report FHWA-MC-97-002, Federal Highway Administration, Department of Transportation, Washington DC, Nov 1996. (also, simultaneous Transport Canada Publication no. TP 12875E) (also, see the Technical Summary, Report no. FHWA-MC-97-001) Wylie CD, Shultz T, Miller JC, Mitler MM. Commercial Motor Vehicle Driver Rest Periods and Recovery of Performance. Publication no. TP 12850E, Transport Canada, Montreal, Quebec, April 1997. Miller JC, Smith ML, McCauley ME. Crew Fatigue and Performance on U.S. Coast Guard Cutters. Report no. CG - D -10-99, U.S. Coast Guard Research and Development Center, Groton CT, 1999. (NTIS AD A366708) Miller JC, Halloran ME, Millis BJ (ed.). Pikes Peak Educational Innovations and Research Symposium (Proceedings). Technical Report HERO 1999-01, Dean of the Faculty, USAF Academy CO. (ADA363716) Miller JC, Kirk MT, Flynn JS, Hurt MP, Schlueter JC, Stewart MW, Weeks III MW. Development of a Basic Flight Instruction Tutoring System (BFITS) Research Station. Technical Report HERC-2000-03. Dean of the Faculty, USAF Academy CO, May 2000. (ADA381920) Terry L, Miller JC. Circadian Rhythm Amplitude Effects on Nocturnal Brain Electrical Activity and Mental Performance. Technical Report USAFA 2000-04. Dean of the Faculty, USAF Academy CO, May 2000. (ADA381802) Rieben AW, Miller JC. Human Anxiety in an Aquatic Environment. Technical Report USAFA 2000-05. Dean of the Faculty, USAF Academy CO, May 2000. (ADA381794) Waterman KM, Miller JC. Women in Military Aviation. Technical Report USAFA 2000-06. Dean of the Faculty, USAF Academy CO, May 2000. (ADA381795; NTIS A381795) Miller JC and Staff. Night -flying Schedule for NVG Training. Letter Report to the Aerospace Physiology Unit, Shaw AFB, SC. Warfighter Fatigue Countermeasures R&D Group, Air Force Research Laboratory, Brooks AFB, TX, July 2000. Zimmerman D, Bird D, Miller JC, Doughty HE, Sharkey BJ, Gould JE, Govatski D. Fatigue and Stress: Fire Season 2000. Report of the Interagency Fatigue and Stress Countermeasures Team. National Aviation Safety Manager, USDA Forest Service, National Interagency Fire Center, Boise ID, August 2000. Miller JC, Gibbons JA and Staff. Night -Flying Schedule. Letter Report to the 49 ADOS/SGGHF, Holloman AFB. Warfighter Fatigue Countermeasures R&D Group, Air Force Research Laboratory, Brooks AFB TX, September 2000. 12 Revak MA, Miller JC, Halloran ME. Comparison of the Usability of Notebook and Desktop Computers at the United States Air Force Academy. IITA Research Publication 1, Institute for Information Technology Applications, Dean of the Faculty, USAF Academy CO, January 2001. (ADA471940) Muza SR, Rock PB, Zupan M, Miller JC (2001). Benefit of Acclimatization to Moderate Altitude on Arterial Oxygen Saturation Following Rapid Ascent to 4300 M. Natick MA: Thermal and Mountain Medicine Division, US Army Research Institute of Environmental Medicine. (ADP011099) Whitmore J, Fischer JR, Barton EC, Hickey PA, Cardenas R, Gibbons JA, Miller JC, Eddy DR, Storm WF. A Laboratory Evaluation of Performance Allowing a Daytime Nap under Zaleplon and Placebo Conditions. Technical Report AFRL-HE-BR-TR-2003-0053, Air Force Research Laboratory, Brooks City-Base TX, April 2002. Saltzgaber LG, Miller JC. Critical Knowledge Gaps concerning Pharmacological Fatigue Countermeasures for Sustained and Continuous Aviation Operations. Technical report AFRL-HE-BR-TR-2003-0052, Air Force Research Laboratory, Brooks City-Base TX, May 2003. (ADA415449) Miller JC, Dyche J, Cardenas R, Carr W. Effects of Three Watchstanding Schedules on Submariner Physiology, Performance and Mood. Technical Report NSMRL-TR-1226, Naval Submarine Medical Research Laboratory, Groton CT, March 2003. (ADA422572) Barton E, Castell LM, Hickey P, Michel A-M, Cardenas R, Sanchez L, Miller JC. Sleep Deprivation in Humans and Transient Immunodepression. Final Contract report from Oxford University to EOARD, EOARD Reference SPC 024005, July 2003. Paul MA, Miller JC. Fatigue Assessment in Camp Mirage CC130 Aircrew: Recommendations for Pharmacologic Intervention. Technical Report 2004-021, Defence R&D Centre — Toronto, February 2004. Schultz D, Miller JC. Fatigue and Use of Go/No-go Pills in F-16 Pilots Subjected To Extraordinarily Long Combat Sorties. Technical report AFRL-HE-BR-TR-2004-0014, Air Force Research Laboratory, Brooks City-Base TX, April 2004. (ADA422866) Miller JC, Eddy DR, Fischer J. The Sensitivity and Specificity of Oculometrics under Fatigue Stress Compared to Performance and Subjective Measures. Technical report AFRL-HE-BR-TR-2004-0056, Air Force Research Laboratory, Brooks City-Base TX, May 2004. (ADA425455) Chaiken S, Barnes C, Harville D, Miller JC, Elliot L. Do Teams Adapt to Fatigue in a Synthetic C2 Task? Technical report AFRL-HE-BR-TR-2004-0041, Air Force Research Laboratory, Brooks City-Base TX, May 2004. (ADA424158). Doan B, Hickey P, Fischer J, Miller J, Lieberman H, Nattress D, Smith L. The Effect of Caffeinated Tube Food on Cognitive Performance during Fatigue/Circadian Desynchronosis. AFRL-HE-BR-TR-2004-0189, Air Force Research Laboratory, Brooks City-Base TX, Dec 2004. (ADA430562) Miller JC. Speculative Views of Sleep and Fatigue in Radical Islam (FOUO). Technical Report AFRL-HE-BR- TR-2005-0035, Air Force Research Laboratory, Brooks City-Base TX, April 2005. Miller JC. Aircrew Fatigue in 24/7 Intra-Theater Operations (FOUO). Technical Report AFRL-HE-BR-TR- 2005-0070, Air Force Research Laboratory, Brooks City-Base TX, May 2005. Miller JC. A Fatigue Checkcard for Mishap Investigations. Technical Report AFRL-HE-BR-TR-2005-0071, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA498520) Miller JC. Usability Improvement for Data Input into the Fatigue Avoidance Scheduling Tool (FASTTM) Technical Report AFRL-HE-BR-TR-2005-0072, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA435739) Miller JC. Operational Risk Management of Fatigue Effects. Technical Report AFRL-HE-BR-TR-2005-0073, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA434836) Miller JC. Scheduling Aircrews 1: Intra-Theater 24/7 Operations. Technical Report AFRL-HE-BR-TR-2005- 0074, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA434696) Miller JC. Scheduling Aircrews 2: Nighttime Missions. Technical Report AFRL-HE-BR-TR-2005-0075, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA435393) Miller JC. Scheduling Aircrews 3: Deployment. Technical Report AFRL-HE-BR-TR-2005-0047, Air Force Research Laboratory, Brooks City-Base TX, May 2005. (ADA498519) Miller JC, Fisher DS, Sides R. Air Force Shift Worker Fatigue Survey. Technical Report AFRL-HE-BR-TR- 2005-0128, Air Force Research Laboratory, Brooks City-Base TX, August 2005. (ADA438140) 13 Eddy D, Storm W, French J, Barton E, Cardenas R, Stevens K, Miller JC, Gibbons J, An Assessment of Modafinil for Vestibular and Aviation-Related Effects. Technical Report AFRL-HE-BR-TR-2005-0129, Air Force Research Laboratory, Brooks City-Base TX, October 2005. (ADA442742) Paul MA, Miller JC. Consideration of 5 Canadian Forces Fire Fighter Shift Schedules. Technical Report 2005- 227, Defence R&D Centre — Toronto, October 2005. Castell LM, Gough E, Cardenas R, Miller JC. Sleep Deprivation in Humans, Immunodepression and Glutamine Supplementation. Final report, EOARD contract number FA8655-03-1-3A59, October 2005. (ADA433123) French J, Neville KJ, Eddy DR, Storm WF, Cardenas R, Flynn C, Miller JC. Sensitivity of S-Cat to Sleep Deprivation. Technical Report AFRL-HE-BRTR-2006-0004, Air Force Research Laboratory, Brooks City- Base, TX, January 2006. (ADA444715) Melfi ML, Miller JC. Causes and Effects of Fatigue in Experienced Military Aircrew and the Countermeasures Needed to Improve Flight Safety. Technical Report AFRL-HE-BR-TR-2006-0071. Air Force Research Laboratory, Brooks City-Base, TX, January 2006. (ADA462989) Miller JC. In Search of Circasemidian Rhythms, Technical Report AFRL-HE-BR-TR-2006-0074. Air Force Research Laboratory, Brooks City-Base, TX, January 2006. (ADA458153) Miller JC. Fundamentals of Shiftwork Scheduling. Technical Report AFRL-HE-BR-TR-2006-0011. Air Force Research Laboratory, Brooks City-Base, TX, April 2006, second edition. (ADA446688) Paul MA, Gray GW, Miller JC. Preliminary Assessment of Zopiclone (ImovaneTM) Use in Camp Mirage Aircrew. Technical Report 2006-077, Defence R&D Centre — Toronto, May 2006. (ADA472982) Eddy D, Barton E, Cardenas R, French J, Gibbons J, Hickey P, Miller J, Ramsey C, Storm W. Daytime Sleep Aids and Nighttime Cognitive Performance. Technical Report AFRL-HE-BR-TR-2006-0039. Air Force Research Laboratory, Brooks City-Base, TX, June 2006. (ADA464047) Paul MA, Gray GW, Miller JC. Cognitive effectiveness of CF-18 instructor pilots during routine training. Technical Report 2007-028, Defence R&D Centre — Toronto, February 2007. (ADA472954) Paul MA, Gray GW, Miller JC. Fighter Pilot Cognitive Effectiveness during Exercise Wolf Safari. Technical Report 2007-020, Defence R&D Centre — Toronto, February 2007. (ADA472968) Miller JC, Lebegue BJ, Long JS, Pinchak AM, Herrera M. The Effects of Three Lighting Conditions on Performance and Alertness in an Air Defense Operations Center. Technical Report AFRL-RH-BR-TR- 2009-0027. Air Force Research Laboratory, Brooks City-Base, TX, June 2007. (limited distribution) Miller JC, Eddy DR. 24/7 Operational Effectiveness Toolset: Usability Assurance Plan. Technical Report AFRL-RH-BR-TR-2008-0052. Air Force Research Laboratory, Brooks City-Base, TX, August 2008. (limited distribution) Eddy DR, Miller JC, Welch C, Smith R, Moise SL. 24/7 Operational Effectiveness Toolset: Final Report. Technical Report AFRL-RH-BR-TR-2008-0066. Air Force Research Laboratory, Brooks City-Base, TX, September 2008. (limited distribution) Paul MA, Gray GW, Nesthus TE, Miller JC. An Assessment of the CF Submarine Watch Schedule Variants for Impact on Modeled Crew Performance. Technical Report 2008-007, Defence R&D Centre — Toronto, March, 2008. (ADA485455) Miller JC, Eddy DR, Smith R, Moise SL. 24/7 Operational Effectiveness Toolset: Shiftwork Scheduling Interface. Technical Report AFRL-HE-BR-TR-2009-0032. Air Force Research Laboratory, Brooks City- Base, TX, August 2008. (ADA501915) Miller JC, Eddy DR. Operational Risk Management of Fatigue Effects II. Technical Report AFRL-RH-BR-TR- 2009-0030. Air Force Research Laboratory, Brooks City-Base, TX, August 2008. (ADA501985) Eddy DR, Miller JC, Welch C, Smith R, Moise SL. 24/7 Operational Effectiveness Toolset: Mishap Investigation Interface. Technical Report AFRL-HE-BR-TR-2009-0031. Air Force Research Laboratory, Brooks City-Base, TX, October 2008. (ADA502510) Eddy DR, Moise SL, Miller JC, Welch C. 24/7 Operational Effectiveness Toolset: Mission Scheduler Interface. Technical Report AFRL-HE-BR-TR-2008-0035. Air Force Research Laboratory, Brooks City-Base, TX, November 2008. (ADA505138) 14 Eddy DR, Storm WF, Gibbons JA, Miller JC, French J, Wesensten NJ. Reversal of Zolpidem Intoxication by Sublingual Flumazenil. Technical Report AFRL-HE-BR-TR-2009-0026. Air Force Research Laboratory, Brooks City -Base, TX, November 2008. (ADA501293) Paul MA, Hursh SR, Miller JC. Alternative Submarine Watch Systems: Recommendation for a New CF Submarine Watch Schedule. Technical Report 2010-001, Defence R&D Centre – Toronto, January, 2010. (ADA517285) Paul M, Gray GW, Lieberman HR, Love RJ, Miller JC, Arendt J. Management of Circadian Desynchrony (Jet/ag and Shiftlaa) in CF Air Operations. Technical Report 2010-002, Toronto, Canada: Defence R&D Centre, December 2010. Miller JC. Fatigue Effects and Countermeasures in 24/7 Security Operations. Connecting Research in Security to Practice (CRISP) report, ASIS Foundation, Inc., Alexandria VA, 2010. (ISBN -978-1-934904-08- 4) Paul M, Ebisuzaki D, McHarg J, Hursh SR, Miller JC. An assessment of watch schedule variants used in RCN Patrol Frigates: OP Nanook 2011. Technical Report 2012-078, Toronto, Canada: Defence R&D Centre, July 2012. Committee on Assessing Foreign Technology Development in Human Performance Modification, National Research Council. Human Performance Modification: Review of Worldwide Research with a View to the Future. National Academies Press, 2012. Paul MA, Love RJ, Waggoner LB, Hursh SR, Miller JC. An Assessment of Alternative 1 -In -2 and 1 -In -3 Watch Schedules on an RCN Patrol Frigate: Exercise Trident Fury, 2015. Technical Report 2016-R059, Toronto, Canada: Defence R&D Centre, April 2016. Paul MA, Love RJ, Hursh SR, Waggoner LB, Miller JC. Evaluation of SAFTE-FAST® sleep prediction algorithm. Scientific Report DRDC-RDDC-2017-R101, Toronto, Canada: Defence R&D Centre, September 2017. Paul MA, Love RJ, Criger BJ, Waggoner LB, Hursh SR, Brown KC, Miller J C (2017). An assessment of straight 8s, 1 -in -3 watch schedule on an Royal Canadian Navy Patrol Frigate. Technical Report 2017-R168. Toronto, Canada: Defence Research and Development Centre. Paul MA, Love RJ, Rhind SG, Richardson JD, Lanius R, MacDonald M, Miller JC. Compromised sleep and blunted endogenous production of melatonin in a cohort of CAF personnel with PTSD—preliminary results (Scientific Letter DRDC-RDDC-2018-L067; limited distribution). Defence Research and Development Canada, Toronto, Canada, October 2018. PRESENTATIONS Guide Miller JC, Mackie RR. Some effects of long-term driving, irregular work schedules, and physical work on driver performance and psychophysiological arousal. Proc. 19th International Congress of Applied Psychology, Munich, July -August 1978. Miller JC. New approaches to the electrophysiological characterization of vigilance behavior. Proc. 24th Annual Meeting of the Human Factors Society, Los Angeles CA, October 1980. Miller JC. The effects of irregular schedules and physical work on commercial driver fatigue and performance. Proc. 24th Annual Meeting of the Human Factors Society, Los Angeles CA, October 1980. Miller JC. "A subjective assessment of truck ride quality." Research Review Conference, Federally Coordinated Program of Highway Research, Federal Highway Administration, , U.S. Department of Transportation, Springfield VA, December, 1980. Miller JC, Reader DC. Physiological and performance parameters as indices of pilot workload: an analysis of data from the AFT! F-16 project (abstr.). 54th Annual Meeting of the Aerospace Medical Association, Bal Harbour FL, May 1982. Miller JC. "A physiological investigation of the relationship between heart rate and monitoring performance." Review of Air Force Sponsored Basic Research: Biocybernetics/Workload, AFOSR Directorate of Life Sciences, Alexandria VA, September 1982. Miller JC. "Psychophysiological research at the USAF School of Aerospace Medicine." Steven M. Horvath International Jubilee, University of California, Santa Barbara, June 1983. Miller JC, Takamoto NY, Bartel GM, Brown MD. "Psychophysiological correlates of long term attention to complex tasks." Second Southern Biomedical Engineering Conference, San Antonio TX, September 1983. 15 Morris TL, Miller JC. "Electrooculographic indices of changes in simulated flying performance." Second Southern Biomedical Engineering Conference, San Antonio TX, September 1983. Miller JC. "Impedance cardiography: What is it?" 15th Annual Meeting of the Biofeedback Society of America, Albuquerque NM, March 1984. Miller JC. "Motion sickness: Awareness and prevention." Continuing education seminar, 34th Aeromedical Evacuation Squadron, Kelly AFB TX, April 1984. Miller JC. "Do psychophysiological measures reveal drowsy drivers?" Societal Analysis Division, General Motors Research Laboratories, Warren MI, February 1985. Miller JC. "VDT color display specification by a non -specialist." Second Annual South Texas Symposium on Human Factors and Ergonomics, San Antonio TX, May 1986. Miller JC. "Crew performance assessment." 5th Users' Workshop on Combat Stress, Fort Sam Houston, San Antonio TX, December 1985. Gawron V, Schiflett S, Miller J, Ball J. The effect of pyridostigmine bromide on inflight aircrew subjective workload and mood (abstr.). 24th Annual SAFE Symposium, San Antonio TX, Dec 1986. Miller JC, Narvaez A. A comparison of two subjective fatigue checklists. Proc. 10th Biennial Psychology in the DOD Symposium (USAFA-TR-86-1), USAF Academy CO, April 1986, pp. 514-518. Miller JC. "Ergonomics and human factors." 5th Defense Satellite Communications Squadron, USAF Space Command, Woomera, South Australia, November 1986. Miller JC. VDT image: color preference for a monitoring task. 23rd Annual Conference, Ergonomics Society of Australia and new Zealand, Perth, Western Australia, November 1986. (too late for Proceedings) Gawron V, Schiflett S, Slater T, Miller J, Ball J (abstr.). Concurrent validation of four workload and fatigue measures. 4th Symposium on Aviation Psychology, Columbus OH, April 1987. Gawron V, Schiflett S, Miller J. Pyridostigmine bromide effects on performance and physiology of tactical transport aircrews. Annual Meeting, SAFE, Las Vegas NV, May 1987. Miller JC. "Aircrew fatigue." Operational Problems in Aerospace Physiology, USAF School of Aerospace Medicine, Brooks AFB, San Antonio TX, June 1987. Schiflett SG, Miller JC, Gawron VJ. Pyridostigmine bromide effects on performance of tactical transport aircrews. Proceedings of the 6th Medical Chemical Defense Bioscience Review, Johns Hopkins Applied Physics Labratory, Columbia MD, 1987. 609-611, 1987. Gevins AS, Cutillo BA, Fowler -White RM, Illes J, Bressler SL, Miller JC. Neurophysiological patterns of operational fatigue: preliminary results. Proc. NATO Aerospace Medical Panel Symposium, Trondheim, Norway, May 1987. Lewis NL, McGovern JB, Miller JC, Eddy DR. EEG indices of g -induced loss of consciousness. Proc. NATO Aerospace Medical Panel Symposium, Trondheim, Norway, May 1987. Miller JC. "Driver fatigue." NTSB Truck Accident Investigation Seminar, Civil Aeromedical Institute (CAMI), Oklahoma City OK, September 1987. Miller JC. "Human Factors and Space Command." Human Factors Contractor Seminar, Hq Ballistic Missile Organization, Norton AFB CA, October 1987. Winans JR, Miller JC. "Flying task measures." 19th Meeting of the DOD Human Factors Engineering Technical Group, Test and Evaluation SubTAG, Oxnard CA, November 1987. Miller JC. "Subjective workload." 19th Meeting of the DOD Human Factors Engineering Technical Group, Test and Evaluation SubTAG, Oxnard CA, November 1987. Miller JC. Integrated human factors test and evaluation methods (abstr.). 4th American Institute of Aeronautics and Astronautics (AIAA) Flight Test Conference, San Diego CA, May 1988. Miller JC. "Human Factors Test and Evaluation at Edwards AFB." AFOSR Annual Reserve Seminar, USAF Academy CO, May 1988. Gawron V, Schiflett S, Miller JC, Ball J. Incident analysis of the effects of pyridostigmine bromide. Proc. 32nd Annual Meeting of the Human Factors Assoc., Anaheim CA, October 1988. Miller JC. "Operational aspects of cognition." Review of Air Force Sponsored Basic Research: Attention and Perception, AFOSR Directorate of Life Sciences, Colorado Springs CO, October 1988. 16 Miller JC. "Physiological measurement of long-haul driver fatigue and alertness." FHWA Symposium on Truck and Bus Driver Fatigue, U.S. Department of Transportation, Washington, DC, November 1988. Miller JC, Mummaw DA. "Instrument flight test at the Air Force Flight Test Center." USAF Instrument Flying Standardization Team, Wright-Patterson AFB OH, February 1989. Miller JC. "Human factors in cockpit design." Western European Union (WEU) Committee on Scientific, Technological and Aerospace Questions, The Pentagon, Washington DC, March 1989. Gawron V, Slater T, Schiflett S, Miller JC, Ball J. Intercorrelations among physiological and subjective measures of workload (abstr.). 5th Symposium on Aviation Psychology, Columbus OH, April 1989. Miller JC. "Human factors in USAF cockpit design, development and acquisition." 22nd Meeting of the DOD Human Factors Engineering Technical Group, Plenary and Acquisition SubTAG, Orlando FL, May 1989. Miller JC. "Electrooculography." Institute for Drugs, Safety, and Behavior, University of Limburg, Maastricht, The Netherlands, January 1990. Miller JC. "Approaches to fitness for duty testing." Drug-Free Workplace Conference, Washington Convention Center, Washington D.C., October 1990. Miller JC. "Performance testing as a determinant of fitness-for-duty." 70th Annual Meeting of the Transportation Research Board, Washington D.C., January 1991. Miller JC. "Autonomic physiological data associated with simulator discomfort." 4th annual meeting of the NASA Simulator Steering Committee, Naval Training Systems Center, Orlando FL, March 1991. Allen RW, Stein AC, Miller JC, Rosenthal T, Parseghian Z, Hogue J. "Low cost driving simulation: capabilities and applications." 14th Annual Symposium of the Los Angeles Chapter of the Human Factors Society, University of Southern California, Los Angeles CA, November 1991. Miller JC, Allen RW, Stein AC. "Keeping the fatigued driver out of the truck cab." First Annual Symposium of the San Diego Chapter of the Human Factors and Ergonomics Society, San Diego CA, February 1992. Miller JC. Humans under stress: some physiological aspects of human factors engineering. Horvath Symposium, Annual Meeting of the Pacific Division AAAS and Affiliated Societies and Sections, University of California, Santa Barbara, June 21-25, 1992. Allen RW, Miller JC. "Fitness for duty in the workplace: two methods for detecting impaired operators." 72nd Annual Meeting of the Transportation Research Board, Washington DC, January 1993. Mitler MM, Miller JC. "Methods of testing for sleepiness." Sleep and the Public Safety: Issues of Alertness, the Work Place and Unintentional Injury, Scripps Clinic and Research Foundation, La Jolla CA, February 1994. Miller JC. "Cardiovascular dynamics associated with lying." 34th Annual Meeting of the Society for Psychophysiological Research, Atlanta GA, October 1994. Miller JC. "Cardiovascular indices of guilty knowledge." 4th Annual Symposium of the San Diego Chapter of the Human Factors and Ergonomics Society, March 1995. Miller JC, Kim HT, Parseghian Z. Feasibility of carrier-based fitness-for-duty testing of commercial drivers (abstr.). 66th Annual Meeting of the Aerospace Medical Association, Anaheim CA, May 1995. Miller JC. "Fitness for duty testing." SAM Technology, San Francisco CA, 1995. Miller JC. "Batch processing of 10,000 hours of truck driver EEG." 5th Annual Symposium of the San Diego Chapter of the Human Factors and Ergonomics Society, March 1996. Miller JC. Descriptive quantitative analysis of 4,000 hours of day and night EEG recorded from truck drivers on the open-highway (presented by John Stern). 36th Annual Meeting of the Society for Psychophysiological Research, Vancouver, British Columbia, Canada, Oct 1996. Miller JC. "Human performance and safety in Coast Guard operations." 6th Annual Symposium of the San Diego Chapter of the Human Factors and Ergonomics Society, March 1997. Mitler MM, Miller JC, Lipsitz JJ, Walsh JK, Wylie CD. Polysomnographic assessment of sleep during a week of long-haul truck driving (abstr.). Annual Meeting of the American Sleep Disorders Society, 1997. Miller JC. "Detecting Operator Fatigue, 1974 through 1999." Sustained Operations SubTAG, 43rd meeting of the DoD Human Factors Engineering Technical Advisory Group, Albuquerque NM, Nov 1999. Revak MA, Halloran ME, Miller JC. "Notebook computers mobilize Air Force Academy faculty." Poster at EduCause, Long Beach CA, Nov 1999. 17 O'Donnell KA, Asiu B, Miller JC. "Institutional review board for human subjects protection." Poster at the Colorado Regional Higher Education Assessment Conference, Learning, Teaching and Technology: Assessment in the New Millennium, Denver, CO, April 6-8, 2000. Miller JC. "Warfighter fatigue countermeasures for Global Reach." Plenary presentation, 45th meeting of the DoD Human Factors Engineering Technical Advisory Group, El Paso, TX, November 2000. Miller JC. "Fighting fatigue and wildfires in western states." Sustained Operations SubTAG, 45th meeting of the DoD Human Factors Engineering Technical Advisory Group, El Paso, TX, November 2000. Elliott LR, Barnes C, Brown L, Fischer J, Miller JC, Dalrymple M, Whitmore J, Cardenas R. Investigation of Complex C3 Decisionmaking under Sustained Operations: Issues and Analyses (abstr.). 7th Command and Control Research and Technology Symposium, Quebec City, Canada, June 2002. (ADA461940) Miller JC. "Warfighter fatigue countermeasures for Global Reach." Air Mobility Command Workshop, Scott AFB IL, 9 November 2000. Miller JC. "Sleep, fatigue and fatigue countermeasures." Annual Workshop of the Association of Airtanker Pilots, Reno, NV, December 2000. Miller JC. "Warfighter fatigue countermeasures for Global Reach." Air Mobility Command/DOA, Scott AFB IL, January 2001. Miller JC. "Detecting unwanted effects of operational drugs: Modafinil and the vestibular system." Sustained Operations subTAG, 46th meeting of the DoD Human Factors Engineering Technical Advisory Group, Colorado Springs, CO, May 2001. Elliott LR, Barnes C, Brown L, Fischer J, Miller JC, Dalrymple M, Whitmore J, Cardenas R. Investigation of complex command, control and communications decisionmaking under sustained operations (abstr.). 7th International Command and Control Research and Technology Symposium, Quebec City, Canada, June 2002. (ADA467659) Miller JC. "Minimizing fatigue in extended security force operations." Security Forces Commanders Conference, HQ Air Education and Training Command, Randolph AFB TX, Jun 2002. Miller JC. "Warfighter fatigue countermeasure applications for information operations." AFIWC/CA (Mr. Kretzer), Lackland AFB, TX, Dec 2002. Dyche J, Miller JC. Effects of three watchstanding schedules on submariner physiology, performance and mood (abstr.). 74th Annual Meeting of the Aerospace Medical Association, San Antonio, May 2003. Barton E, Castell LM, Hickey P, Michel AM, Cardenas R, Sanchez L, Miller JC. Sleep deprivation in humans and transient immunodepression (abstr.). 74th Annual Meeting of the Aerospace Medical Association, San Antonio, May 2003. Harville D, Elliott LR, Dalrymple MA, Barnes C, Miller JC, Coovert M. Communication and coordination in multi -operator mission performance over time: Effects of sleep deprivation on verbal and written communications (abstr.). 6th International Conference on Naturalistic Decisionmaking, Pensacola, FL, May 2003. Elliott, L. R., Barnes, C., Dalrymple, M., Coovert, M., Miller, J. Fatigue effects on complex team decisionmaking: scenario development, measurement, and analysis issues in sustained operations research (abstr.). 6th International Conference on Naturalistic Decisionmaking, Pensacola, FL, May 2003. Elliott L, Coovert M, Miller J. Ascertaining effects of sleep loss and experience on simulation -based performance (abstr.). 18th Annual Conference of the Society of Industrial /Organizational Psychology, Orlando FL, April 2003. Miller NL, JL Nguyen JL, Sanchez SM, Miller JC. Sleep patterns and fatigue among U.S. Navy sailors: Working the night shift during combat operations aboard the USS STENNIS during Operation Enduring Freedom. 74th Annual Meeting of the Aerospace Medical Association, San Antonio TX, May 2003. Elliott L, Coovert M, Barnes C, Miller J. Modeling performance in C4ISR sustained operations: A multi-level approach (abstr.). 8th International Command and Control Research and Technology Symposium, National Defense University, Washington DC, June 2003. (ADA462374) Harville D, Elliott L, Barnes C, Miller J. Communication and decisionmaking in C4ISR sustained operations: An experimental approach (abstr.). 8th International Command and Control Research and Technology Symposium, National Defense University, Washington DC, June 2003. (ADA461627) 18 Hursh SR, Redmond DP, Johnson ML, Thorne DR, Belenky G, Balkin TJ, Miller JC, Eddy DR, Storm WF. The DOD Sleep, Activity, Fatigue, and Task Effectiveness Model. Paper 03 -BRIMS -001, Proc 12th Conference on Behavior Representation in Modeling and Simulation, Scottsdale AZ, May 2003. (Selected by the Program Committee as one of the BRIMS 2003 Recommended Reading List papers) Castell LM, Barton E, Hickey P, Michel A -M, Cardenas B, Sanchez L, Miller JC. Acute sleep deprivation, fatigue, immunodepression and glutamine (abstr.). 8th International Congress on Amino Acids, Peptides and Proteins, September 2003, Rome. Castell LM, Barton E, Hickey P, Michel AM, Cardenas R, Sanchez L, Miller JC (2003). Sleep deprivation, fatigue and immunodepression in humans (abstr.). 6th International Conference of the International Society of Exercise and Immunology, July 2003, Copenhagen. Miller JC, Eddy D, Fischer J (2004). The sensitivity of several oculometric measures in relation to fatigue stress (abstr.). 75th Annual Meeting of the Aerospace Medical Association, Anchorage, May 2004. Miller JC. "Potential exploitations of the quantitative assessment of human fatigue in C4ISR." 8th Semi - Annual Phoenix Challenge Conference, Las Vegas, NV, Sep 2004. Miller JC (2005). Real-time Bio -Sensors for Enhanced C2ISR Operator Performance. Proc. Conference 5797, Biomonitoring for Physiological and Cognitive Performance during Military Operations, Defense and Security Symposium, Society of Photo -Optical Instrumentation Engineers, Orlando, Apr 2005. Miller JC. "A brief history of USAF applied research concerning military aviation, fatigue and performance." Annual Meeting of the Aerospace Human Factors Association, Kansas City, May 2005. Miller JC. "Military aviation fatigue countermeasures." National Science Foundation Research Experiences for Undergraduates (REU), Weber State University, Ogden UT, June 2005. Miller JC (2005). Operational risk management of fatigue effects. 73rd Military Operations Research Symposium, US Military Academy, West Point, NY, June 2005. Gough L, Allen J, Ferry R, Miller JC, Castell LM (abstr.). Cytokines, Acute Sleep deprivation and Glutamine Intervention. 10th Congress of the European College of Sports Science, Belgrade, July 2005 Gough L, Miller JC, Allen J, Ferry R, Castell LM (2005). Acute sleep deprivation, cytokines, cognitive function and glutamine intervention (abstr.). 7th International Conference of the International Society of Exercise and Immunology, Monaco, September 2005 Paul M, Miller JC, Gray G (2005). Fatigue countermeasures in Canadian military transport aircrew: lessons from Bosnia and Afghanistan (abstr.) 6th International Conference on Fatigue Management in Transportation Operations, Federal Motor Carrier Safety Administration (FMCSA) and Transport Canada, Seattle, September 2005. Paul M, Miller JC. Impact of jet lag on Canadian air transport aircrew during tactical airlift into Kabul (abstr.). 77th Annual Meeting of the Aerospace Medical Association, Orlando FL, May 2006. Miller JC. In search of circasemidian rhythms (abstr.). 77th Annual Meeting of the Aerospace Medical Association, Orlando FL, May 2006. Miller JC. Exploitation of Red Force Fatigue. AFIWC — AFRL Information Operations R&D Collaboration Workshop, Wright-Patterson AFB OH, 1 Jun 2006. Miller JC. Scaling and Nonparametric Statistical Analysis, a 3 -hour workshop for JIOC/J26, Lackland AFB TX, June 2006. Miller JC. Fatigue research in the U.S. Air Force (abstr.). Panel member, History of Research at Brooks Air Force Base. 78th Annual Meeting of the Aerospace Medical Association, New Orleans LA, May 2007. Miller JC. "A brief history of USAF applied research concerning military aviation, fatigue and performance. 78th Annual Meeting of the Aerospace Medical Association, New Orleans LA, May 2007. Miller JC. "Assessing risk estimation and risk acceptance: The Amber Dilemma Task." South Texas Symposium on Human Factors and Ergonomics, Alamo Chapter, Human Factors and Ergonomics Society, San Antonio TX, 2007. Miller JC. "Recent developments based upon applied research concerning fatigue effects" (Taylor Award Presentation). Annual Meeting of the Aerospace Human Factors Association, Boston MA, 12 May 2008. Miller JC. "Effects of fatigue on performance." National Science Foundation Research Experiences for Undergraduates (REU), Weber State University, Ogden UT, 29 May 2008. 19 Paul MA, Miller JC, Gray G, Lieberman HR, Blazeski S, Arendt J. Comparison of three melatonin formulations for circadian phase advance. 80th Annual Meeting of the Aerospace Medical Association, Los Angeles, CA, May 2009. Miller JC. "Watch schedule comparison." Submarine Watch Schedule Symposium, Canadian Forces Environmental Medicine Establishment & Defence Research and Development Canada – Toronto, 9-10 September 2009. McClernon CK, Miller JC, Christensen JC. Variance as a novel approach for objectively assessing pilot performance, 56th Annual Meeting of the Human Factors and Ergonomics Society, Boston, October 2012. Miller JC, Lindenfeld G. Auditory stimulation therapy for PTSD. 88th Annual Meeting of the Aerospace Medical Association, Denver CO, May 2017. Miller JC. Anatomy of a fatigue -related accident. 89th Annual Meeting of the Aerospace Medical Association, Dallas TX, May 2018. Miller JC, Castell L. Effects of physical performance on one night's sleep deprivation (poster). The Physiological Society, Barbican, London, United Kingdom, December 2018. OTHER CONSULTATIONS Guide Storm WF, Miller JC. FOT&E, C-141 Enhanced Stationkeeping equipment. Young BF (ed.), USAF Airlift Center, Final Report, MAC Project 15-90-84, August 1985. Miller JC, Tedor JB. Cardiodynamic function during rapid decompression with positive pressure breathing and torso/lower limb counterpressure. Unpublished paper, Crew Technology Division, USAF School of Aerospace Medicine, Brooks AFB, TX, 1986. Miller JC. Standards for the design of administrative and engineering workstations at Edwards AFB. Memo for Record, Oct 1987. Miller JC. Human Factors rating scale and questionnaire design for USAF flight test. Guideline for the Human Factors Branch (DOEH), 6150 Test Wing, AF Flight Test Center, Edwards AFB CA, April 1989. Miller JC, contributor, American National Standards Institute (ANSI), Guide for Human Performance Measurements. ANSI/AIAA-G-035-1992, 1992. Miller JC, participant, International Symposium on Psychophysiological Measuring in Industrial Settings, with John Stern and Wolf Boucsein, Helsinki, 24-27 June 1997. Miller JC. Night -Flying Schedule for NVG Training. Prepared for Aerospace Physiology Unit (Capt Lafitte), Shaw AFB SC, 10 July 2000. Miller JC. Estimated Effects of Fatigue on Cognitive Effectiveness, Washington State Fire, July 2001. Prepared for Director of Aviation Safety (Dr. Kern), USFS, NIFC, Boise ID, 27 July 2001 Miller, JC. Proposed Modifications to AFI 21-101. Prepared for AFMC/DOM (Maj Andress), Wright-Patterson AFB OH, 2 Aug 2001. Miller JC. PAC -X C-17 mission fatigue analysis. Prepared for AFRC/SGP (Col Pat Nell), 21 September 2001 Miller JC. Shiftwork Recommendations. Prepared for 68 10S/DO (Maj Bushman), Brooks AFB TX, 19 October 2001 Miller JC. Firefighter 24 -on 24 -off work schedules. Prepared for 52 AMDS/SGPT (MSgt Swartz), 5 Feb 2002. Miller JC. A Brief Review of Research Literature Concerning Duty Day and Shift Length Determinations for UAV/UCAV Operators. Memo prepared for ACC/DR-UAV Special Mission Office (SMO), Langley AFB VA (Lt Col Barnette), February 2003. Miller JC, Fischer J, Hickey P. Thule Survey Data. Prepared for 810 MDOS/SGZPT (Maj Balas), 10 Dec 2002. (addendum, Sep 2003) Miller JC. Fatigue definitions for the AF Safety Center. Prepared for AFSC/SEFL (Maj Anthony Wurmstein), 8 Sep 2004. Miller JC, Dart TS. 15th Reconnaissance Squadron Shiftwork Consultation and Recommendations. Prepared for 15RS/CC (DO/Lt Col Bannon), Nellis AFB NV, 16-18 Nov 2004. Miller JC (participant). Comments of the National Sleep Foundation concerning the proposed Nuclear Regulatory Commission 10 CFR Part 26 RIN 3150—AF12 Fitness for Duty Programs, 10 January 2006. 20 Miller JC. Using Signal Detection Theory to Quantify Search Engine Usefulness. White paper and spreadsheet template for JIOC/J26, Lackland AFB TX, (LTCOL Welch), July 2006. Miller JC. USAF Security Forces Shiftwork Practices. White paper for Security Forces FPB/CCB (LtCol Wenzel) and AFSFC/SFOA (MSgt Herkel) Lackland AFB TX, 4 August 2006. Miller JC. 3-Man Silo Shiftwork Schedule. Memorandum for AFSPC/SGO (Lt Col Friedrichs), 11 August 2006. Miller JC, reviewer, The Effects of Commuting on Pilot Fatigue, National Research Council, 2011. Miller JC. Staffing of Regular. Cyclic 24/7 Operations. White paper for the Control Room Management Team, U.S. Pipeline and Hazardous Materials Administration (PHMSA), June 2011. Miller JC. Investigating the Possible Contribution of Fatigue to Pipeline Mishaps. White paper for the Control Room Management Team, U.S. Pipeline and Hazardous Materials Administration (PHMSA), June 2011. Miller JC. Shift Plans with Seven Consecutive Shifts. White paper for the Control Room Management Team, U.S. Pipeline and Hazardous Materials Administration (PHMSA), April 2012. Miller JC. Shift Change Times. White paper for Pipeline Performance Group, Kennesaw, Georgia, May 2014. Miller JC. Advantages and Disadvantages of Five-Crew versus Four-Crew Solutions to a 24/7 Work Demand. White paper for Pipeline Performance Group, Kennesaw, Georgia, May 2015. Miller JC. Proactive Fatigue Prediction Calculation. White paper for Chevron Pipe Line Company, Bellaire, TX, May 2015. Miller JC. Therapeutic Auditory Stimulation and the Auditory Steady-State Evoked Potential, July 2016. Government Forensics Guide Miller JC. Mishap Report, C-130E, 63-7854, 19991210, NKAK, 001A. Fatigue analysis for HQ ACC/DRX (Col Demitry), Langley AFB VA, 22 January 2001. Miller JC. Estimated effects of fatigue on cognitive effectiveness, Washington State fire of 10 July 2001. Prepared for the US Forest Service (A. Kern), National Interagency Fire Center, Boise ID, 27 July 2001. Miller JC. Fatigue analysis, Thirtymile Fire of 10 July 2001, Accident Investigation Report, US Forest Service, 26 September 2001. Miller JC. PAC-X C-17 Mission Fatigue Analysis by Col (Dr.) Sandra Smith-Poling, 5 May 2001. Review for AFRO/SGP (Col Nell), 21 September 2001. Miller JC. Fatigue Assessment of the B-1 B Mishap, Diego Garcia, 12 Dec 2001. Prepared for USAF Safety Investigation Board, 16 January 2002. Storm WF, Miller JC. Crew Fatigue and MH-53 Mishap. Prepared for AFSC/SG (Maj Clint), Kirtland AFB, 5 February 2002. Miller JC. Crew Fatigue and C-21 Mishap. Prepared for USAF Safety Investigation Board (Capt (Dr.) Guillermo), 13 February 2002. Miller JC. Fatigue Involvement in Flight Incident [F-16—Canadian friendly fire mishap]. Prepared for USAF Safety Investigation Board (Lt Col Adkins), 28 May 2002. On-site Human Factors consultant to AF Materiel Command Accident Investigation Board, 16 Mar 2004 King Air Class A fatal mishap at, (BG Anzalone), 19-30 April 2004. Miller JC. Fatigue Involvement in B-1 B Class A Mishap—Gear-up landing at Diego Garcia, 8 May 2006. Prepared for USAF Safety Investigation Board (Col Beene), 2 June 2006. Miller JC. Fatigue analysis for Class B tanker mishap, 21 Sep 2006. Prepared for USAF Safety Investigation Board (Lt Col Russell, Capt Rawson), 12 October 2006. 21 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Aug 14, 2018 Profile Daniel First Name Email Address 418 Troy Drive Street Address Corpus Christi City What district do you live in? * �J District 4 Current resident of the city? Yes r No 4 It yes, how many years? Home: (361) 500-5651 Primary Phone Texas A&M University - Corpus Christi Employer 6300 Ocean Drive, FC151 E Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78412 Work Address - Zip Code 3618252823 Work Phone daniel.riechers@tamucc.edu Work E-mail address J. Middle Initial Riechers Last Name Business: (361) 825-282.3 Alternate Phone Senior Research Development Officer Job Title TX State 78412 Postal Code Daniel .1 Riechers Pane 1 of 5 Preferred Mailing Address p' Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted WATER RESOURCES ADVISORY COMMITTEE: Submitted REGIONAL HEALTH AWARENESS BOARD: Submitted Interests & Experiences Are you a registered voter? ✓ Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: NA Education, Professional and/or Community Activity (Present) Degree in progress-- PhD in Technical Communication and Rhetoric, Texas Tech University, Lubbock, TX (online). M.S. in Technical Communication, NCSU (2011), M.A. in Literature, University of Minnesota (2005). Why are you interested in serving on a City board, commission or committee? To help make Corpus Christi a better place for all of its citizens. Upload a Resume Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes C° No Daniel .1. Riechers Pane 2 of S Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes c No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I work for Texas A&M University - Corpus Christi. that institution has relationships with the city, but I do not believe that it has any contracts. Before accepting a board position, I would ask for confirmation from the city/board chairperson. Board -specific questions (if applicable) Question applies to WATER RESOURCES ADVISORY COMMITTEE The Water Resources Advisory Committee must include members representing certain categories. Do you qualify for any of the following categories? * �J Residential Customer and Home Owner of City's Water System Daniel J_ Riechers Pane 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. p I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p: I Agree Daniel .7. Riechers Pane 4 of S Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Daniel .] Riechers Pane 5 of 5 Daniel J. Riechers I Curriculum Vita Senior Research Development Officer and PhD Student 6300 Ocean Drive, Corpus Christi, TX 78412 361-825-2823, daniel.riechers@ttu.edu Education: PhD student, Technical Communication and Rhetoric Concentration: Rhetoric of Science, Technology, and Medicine Texas Tech University, Lubbock, TX Master of Science, Technical Communication Concentration: Science Journalism North Carolina State University, Raleigh, North Carolina Master of Arts, English Literature; Minors: Rhetoric, History of Science and Technology The University of Minnesota, Minneapolis, Minnesota Bachelor of Liberal Studies; minor: English Literature The University of Wisconsin Oshkosh, Oshkosh, Wisconsin Associate of Applied Science, Avionics Technology Fox Valley Technical College, Oshkosh, Wisconsin Experience: Academic 8/15 — 5/16 Adjunct English Instructor 1/12 - 5/13 English Instructor Courses: Courses: 1/06 -12/06 English Instructor & Writing Tutor 2002 - 2005 Industry 2011 - present 9/14 - present 9/13 - 8/14 Courses: English Instructor & Teaching Assistant Courses: Writer and Editor Senior Research Development Officer Senior Technical Writer updated 09.10.17 Expected 2020 May 2011 June 2005 June 2001 June 1996 Texas A&M University — Corpus Christi Corpus Christi, TX Composition 1, English 1301 Wake Technical Community College Raleigh, North Carolina Freshman Composition, English 111 Durham Technical Community College Durham, North Carolina Freshman Composition, English 111 Developmental English, English o90 University of Minnesota—Twin Cities Minneapolis, Minnesota Composition, English 1301 Black Female Writers in the U.S., English 3592 (T.A.) Freelance Texas A&M University — Corpus Christi Corpus Christi, TX Nordson Corporation, Amherst, OH Daniel J. Riechers I Curriculum Vita 6/o8 - 8/13 4/07 - 5/08 3/06 - 4/07 10/05 - 3/06 1998 - 2002 1991 - 1998 Technical Publications Manager Technical Instructor Senior Editorial Assistant and Advertising Manager Professional/Administrative Temporary Employee Avionics Technician Aircraft Propulsion Technician 1996 — 1998 Avionics Bench Technician Selected Publications: updated 09.10.17 Eaton Corporation Raleigh, North Carolina Eaton Corporation Raleigh, North Carolina Duke Magazine, Duke University Durham, North Carolina Duke Magazine, Duke University Durham, North Carolina Gulfstream Aerospace, Inc. Appleton, Wisconsin Air National Guard Avionics Specialist, Inc., Memphis, TN Creative Borrenpohl, N., Hunt, L., McCauley, A. K., & Riechers, D. J. (2017, February - August). Futurescapes [Interactive multimedia exhibit]. The TTU Humanities Center, Lubbock, TX. Exhibited on campus and at the Museum of Texas Tech. Technical Communication iTRAX Electronic Pressure Regulator: Customer Product Manual. (2014). iTRAX Electronic Pressure Regulator. Nordson Corporation, Amherst, OH. Retrieved from http: //emanuals.nordson.com/finishing/files/Cont-Liq/ 1604922.pdf Eaton 9390 UPS Service Manual (800 pages). (2013). Eaton 9390 UPS. Eaton Corporation, Raleigh, NC. Dell UPS and EBM Quick Start Guide (2 pages). (2012). Dell UPS and EBM. Eaton Corporation, Raleigh, NC. Journalism Riechers, D. J. (2014, February 26)."Riverkeeper: DENR Slow to Act as Riverwood Development Pollutes." The Raleigh Public Record. Retrieved from http: //raleighpublicrecord.org/environment-news/2o 14/02/26/riverkeeper-deur-slow-to-act-as- riverwood-development-pollutes/ - --. (2013, January 13). "Residents May See Higher Wastewater Rates." The Raleigh Public Record. Retrieved from http://raleighpublicrecord.org/news/2013/01/21/residents-may-see-higher- wastewater-rates-with-plant-expansion/ ---. (2012, September 24)."Central Prison Leaking Fuel Into Rocky Branch Creek." WRAL. Retrieved from http: //www.wral.com/central-prison-leaking-fuel-into-rocky-branch-creek/11583935/ - --. (2012, August 20)."Raleigh Sues the State to Protect Water Supply." The Raleigh Public Record. Retrieved from http://www.indyweek.com/indyweek/durham-to-post-new-signs-advising-falls- lake-beachgoers/Content?oid=2468707 ---. (2011, May 18). "Durham to Post New Signs Advising Falls Lake Beach Goers." The Independent Weekly. Retrieved from http://www.indyweek.com/indyweek/durham-to-post-new-signs- advising-falls-lake-beachgoers/Content?oid=2468707 - --. (2011, May 4). "Who's Responsible for the Falls Lake Mess?" The Independent Weekly. Retrieved from http: //www.indyweek. com/indyweek/whos-responsible-for-the-falls-lake- mess/Content?oid=2441223 Daniel J. Riechers I Curriculum Vita updated 09.10.17 Marketing Division of Research, Commercialization and Outreach Annual Report. (2016, 2017). Division of Research, Commercialization and Outreach, Texas A&M University - Corpus Christi, Corpus Christi, TX. Research Development and Commercialization Brochure. (2016). Division of Research, Commercialization and Outreach, Texas A&M University - Corpus Christi, Corpus Christi, TX. Conferences Presentations and Invited Talks: • Using Cohorts as a Model for Student Engagement and Retention in Graduate Technical Communication Programs, roundtable presentation, Council for Programs in Technical and Scientific Communication, October 4-8, 2017 • Communicating Epidemiology: Transforming a Region with Data to Enable Public Health Action, poster presentation, Association for Computing Machinery Special Interest Group for Design of Communication, Student Research Competition, August 11-14, 2017 • Workshop Participant, Binational Perspectives on Gulf of Mexico Sustainability, San Miguel de Allende, Mexico, March 8-10, 2017 • Guest lecturer for ENG 520: Science Writing for the Media at NCSU, October 2011 • "Implementing Editing Peer Review with Writer -Editors" presented at the STC Summit in Sacramento, CA, as part of the Technical Editing SIG progression, May 2011 Funders: • National Science Foundation • National Endowment for the Humanities • National Endowment for the Arts • National Institutes of Health • National Oceanic and Atmospheric Administration • Department of Defense • Office of Naval Research • Robert Wood Johnson Foundation Grants Supported: National Science Foundation • STEM+C (pending) • DRK-12 (pending) • AISL (pending) • ATE (Awarded, 2016, $788,000) • CAREER, (Awarded, 2016, $460,000) • MRI, (Awarded, 2016, $681,000), (Awarded, 2015, $540,000) • Science Learning + (not awarded) National Endowment for the Humanities • NEH Fellowships (Awarded, 2017, $50,400) • NEH Awards for Faculty at Hispanic Serving Institutions (not awarded) • NEH Humanities Initiatives at Hispanic -Serving Institutions (not awarded), (pending) • NEH Summer Stipend (Awarded, 2016, $6,000) • Spencer Foundation • Hogg Foundation • Texas Sea Grant • Texas Commission on the Arts • Environmental Protection Agency • SummerLee Foundation • American Library Association • NASA • Humanities Texas • DHS/HHRS Other • EPA Environmental Education Grant (not awarded) • Hogg Foundation (not awarded) • Humanities Texas Small Grant (Awarded, 2016, $6,000) • NEA Fellowship (poetry, not awarded) • NIH SCORE (not awarded) • NOAA BAA (not awarded) • Spencer Foundation Small Research Grants (not awarded) • Substance Abuse and Mental Health Services Administration (Awarded, 2016, $300,000) • Teagle Foundation • Texas Commission on the Arts • Texas Sea Grant (numerous, $1m+) • U.S. Economic Development Administration, EDA Grant (not awarded) Daniel J. Riechers I Curriculum Vita Workshops Led: • Career Planning for Faculty • Understanding Research Funding Agencies • Analyzing Calls for Proposals • Finding Funding Opportunities in the Humanities updated 09.10.17 • Finding Funding Opportunities (multidisciplinary) • Project Management for Academics • Center for Faculty Excellence Research Development Workshop for New Faculty Funding: • Travel Award, Student Research Competition, ACM SIGDOC, $500 Academic Memberships: • Association for Computing Machinery • Society for Technical Communication • National Council of Teachers of English • National Association of Science Writers Professional Development Attended: • Broader Impacts Workshop, 2017 • NIH Grant Writing • Canvas Business Model • Project Management Fundamentals • Project Management Applications • NORDP Growing the Research Enterprise: `Speed -Networking', 2105 Service: • NORDP Research Development Best Practices, 2015 • Qualtrics, 2015 • Certificate of Professional Development in Best Practices for Online Course Design, 2015 • Grant Writing Academic • College of Education and Human Development Dean Search Committee (2016-17) • Technical and Professional Writing Program Advisory Committee (2014-2016) • College of Liberal Arts Dean Search Committee (2015-16) Professional/Industry • Development and Management of the annual Faculty Research Development Program (2014 - 2017) • Judge, Haas Writing Awards for Students (2017, 2016, 2015) • Chair, Division of Research, Commercialization and Outreach website redesign committee • Volunteer for the Cleveland Ohio chapter of STC, 2013-2014 • Director at Large of the STC -Carolina Chapter, 2012 - 2013 • Treasurer for the Technical Editing Special Interest Group of the STC, 2012 - 2013 • Judge for the Society for Technical Communication Competition, 2009 — 2013 Recognition: • Story of the Year, "Central Prison Fuel Leak," Raleigh Public Record, 2012 • New volunteer of the year, STC Technical Editing Special Interest Group, 2012 • Society for Technical Communication Competitions, Carolina Chapter, Merit and Excellence Awards for publications, 2009 and 2010 CITY OF CORPUS CHRISTI Submit Date: Feb 01, 2019 Application for a City Board, Commission, Committee or Corporation Profile Mimosa Thomas First Name Last Name 10101100.1061.114 Email Address 710 Ponder St. Street Address Corpus Christi TX City State What district do you live in? * W District 2 Current resident of the city? 6. Yes r No 23 If yes, how many years? Mobile: (361) 548-1348 Primary Phone N/A Employer N/A Work Address - Street Address and Suite Number N/A Work Address - City N/A Work Address - State N/A Work Address - Zip Code N/A Work Phone mimosa.thomas01@utrgv.edu Work E-mail address Home: (361) 855-0925 Alternate Phone Full Time Student - Master of Public Affairs Job Title 78404 Postal Code Mimosa Thomas Page 1 of 5 Preferred Mailing Address R Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE BOARD: Submitted OIL AND GAS ADVISORY COMMITTEE: Submitted REGIONAL HEALTH AWARENESS BOARD: Submitted Interests & Experiences Are you a registered voter? c Yes C No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) 2014 Buc Days Contestant Bachelor of Science in Biology, Minor in Chemistry, Pre -medical track Dean's List, Magna Cum Laude Guerra Honors Program Graduate, Thesis track University of Texas Rio Grande Valley, Edinburg TX Master of Public Affairs, Accelerated Online track (Remote, in progress) Dale Carnegie Course Graduate, Corpus Christi, TX Friends' Committee on National Legislation General Committee (Governing Board) Member Texas delegate - World Association of Girl Guides and Girl Scouts (WAGGGS) Corpus Christi Immigration Coalition (Member) If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) 1. CIVIL SERVICE BOARD 2. OIL AND GAS ADVISORY COMMITTEE 3. REGIONAL HEALTH AWARENESS BOARD Why are you interested in serving on a City board, commission or committee? 1. CIVIL SERVICE BOARD I feel it is critically important that civilian citizens have input on these civil service issues. I also do not think it is okay that the city's youth is being excluded from this board. I looked into the city charter and could not find any language pertaining to the civil service board that mandated that members had to be of 25 years of age or older. I could only find that language for the very similar Civil Service Commission. Since the commission and board share essentially the same duties and have the exact same three members, I can see why there might be some confusion. However, I see no legal reason within the city laws to prohibit myself, a 23 year old, from serving as an alternate on this board, and given that these seats have been unfilled for quite some time, I hope that you will review the charter and consider my request. It is not often that a 23 year old is passionate enough about an issue to pour through city documents to determine their legal eligibility for a non-voting alternate seat on an obscure city board - but I REALLY care about this. 2. OIL AND GAS ADVISORY COMMITTEE I care deeply about our community's environmental safety and prosperity and would very much value the chance to offer my citizen input from the perspective of someone outside of the industry. 3. REGIONAL HEALTH AWARENESS BOARD I feel that my educational background in Biology and Public Administration would make me a useful member of this board. Mimosa Thomas Page 2 of 5 Upload a Resume Demographics Gender p Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes c No Do you, your spouse, your business or your spouse's business have a City contract? C Yes 6' No Does your employer or your spouse's employer have a City contract? r Yes r: No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? C Yes 6' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? C Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? C Yes P No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Mimosa Thomas Page 3 of 5 Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you resided in the City for at least 3 years? t: Yes r No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you held public office during the past 3 years? CYes (:*No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Are you over 25 years of age? r Yes t^ No Question applies to OIL AND GAS ADVISORY COMMITTEE The Oil & Gas Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * FJ Not Connected with Oil and Gas Well Industry Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Verification Mimosa Thomas Page 4 of 5 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. F7 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Mimosa Thomas Page 5 of 5 EDUCATION: University of Texas Rio Grande Valley, Edinburg TX Bachelor of Science in Biology, Minor in Chemistry, Pre -medical track Guerra Honors Program Graduate, Thesis track University of Texas Rio Grande Valley, Edinburg TX Master of Public Affairs, Accelerated Online track Texas Freedom Network Summer Academy, Austin TX Intensive training in grassroots organizing, power building, and state legislative processes FCNL Washington Summer Intensive, Washington D.0 Intensive training on citizen lobbying, effective media tactics, and Capitol Hill procedures Dale Carnegie Course Graduate, Corpus Christi, TX Professional development course to enhance communication and soft skills EXPERIENCE: May 2018 Dean's List, Magna Cum Laude August 2018- July 2019 (Remote, in progress) July 2015 July 2016 March 2014 HONORS/AWARDS Hector P. Garcia Scholar Texas Freedom Network "Chapter of the Year Award" Girl Scouts Global Action Award Texas delegate - World Association of Girl Guides and Girl Scouts (WAGGGS) 2012 Girls' World Forum Girl Scout Gold, Silver, and Bronze Awards TX 2016 State Democratic Convention Repro Health Panelist TX Senate District 20 2016 State Democratic Convention Resolutions Committee Friends' Committee on National Legislation (FCNL) September 2016 - May 2017 Advocacy Corps Member -The Advocacy Corps is a 9 month-long program where young adults between the ages of 19-30 get paid to organize their local community around federal legislation. Advocacy Corps organizers connect local activists and leaders with their local member of Congress to affect big, long-term change. During the course of this program, Advocacy Corps organizers learn critical organizing skills and put them into practice with hands-on leadership experience* • Organized diverse groups of people across the state of Texas to lobby their elected officials in -district on Immigration policy, facilitating a total of 59 direct lobby visits between constituents and their MOCs. • Utilized effective media strategies (press conferences, op-eds, and social media) to build momentum and response around urgent immigration -related situations as they arose in real time under the Trump administration • Mobilized citizens across Texas to reach their members of congress through effective media, particularly MOC-targeted op-eds and LTEs, resulting in 27 pieces of published constituent media deliverables on immigration policy. • Pioneered an "Action Alert" model still in use by FCNL for mobilizing constituents to write and publish LTEs, streamlining the process by providing a user-friendly template and automatically directing constituents to their local paper's LTE submission forms. • Led a delegation of Texans to lobby their MOCs for criminal Justice reform on Capitol Hill during FCNL's Annual Meeting • Led a delegation of young adults from Texas to lobby their MOCs on Capitol Hill against repealing the ACA in March of 2017 Texas Freedom Network (TFN) Paid Campus Organizer - University of Texas Rio Grande Valley • Acted as president of the UTRGV TFN student chapter, duties included organizing and leading chapter meetings, recruiting and training members, registering voters, organizing students and community members around protests and direct action, leading GOTV efforts in election seasons, managing organization social media accounts, and establishing relationships with local media, community non -profits, and politicians to advance progressive policies. • Organized a National Voter Registration day rally where my volunteers and I registered over 500 new student voters. • Coordinated "Justicia!" - a community health fair and art -walk around the theme of Reproductive Justice to increase awareness and access to services in the community • Organized and coordinated a reproductive justice regional training with the National Latina Institute for Reproductive Health, with expert speakers and presenters from various advocacy organizations from across the state. • Led delegations of young adults to statewide lobby days to advocate for reproductive justice at the Texas Legislature. December 2014- May 2016 The Corpus Christi Immigration Coalition January 2017- Present Policy Chief (Volunteer Position) • Organized rapid grassroots response to new immigration enforcement and laws within the Coastal Bend community • Organized lawyers and venues to host "know your rights" trainings for the undocumented community • Introduced and advocated for pro -immigrant resolutions and polices on local (school board, city, and county) levels • Organized faith groups, business owners, and other special interests to campaign against Texas's anti -immigrant SB4 bill. The Progressive Young Democrats at UTRGV September 2014 - May 2018 President, Founder • Capitalized on the momentum of the Wendy Davis campaign to establish a new and badly needed Young Democrats chapter on my campus • Led a delegation of young people from the Rio Grande Valley to attend the 2016 Texas State Democratic Convention as voting delegates. All members of the delegation ran for and won committee positions within their senate district caucuses. • Organized public debates and forums for local candidates, including for the 15th Congressional district of Texas primary race in 2016, the Edinburg mayoral race of 2017, and the entire slate of Hidalgo county -level primary races of 2018, many of which drew in crowds of hundreds • Lead meetings, recruited members, registered voters, mobilized members to become deputized to register voters, managed social media SKILLS accounts, and lead members in canvassing, phone -banking, and campaigning for democratic candidates during election seasons. • Basic written and verbal Spanish skills • Skilled in both new (social) media tactics to mobilize constituents and volunteers, and in old media tactics to reach MOCs and special interests • Proven ability to capitalize on and build momentum around "movement moments" • Proven ability to condense complex policy developments into social media -accessible urgent updates, and generating online action alerts that get real responses, participants, and results • Excellent at networking and coalition building both within communities and remotely • Experienced at communicating and working with elected officials on both sides of the aisle on a range of intersectional policy issues • Knowing when and where to use what tactics - media, lobbying, and direct action to get results from politicians at every level of government. • Years of leadership experience in various capacities and demonstrated ability to work effectively as an individual or as part of a team. SISTER CITY COMMITTEE *Two (2) vacancies with terms to 9-1-19 and 9-1-20, representing the following categories: 1- Advertising/Public Relations and 1- At Large Composition The committee shall consist of a steering committee and various subcommittees. The steering committee shall consist of nine (9) members who shall be broadly representative of the racial, religious and ethnic groups in the community. The members shall be appointed by the City Council and shall serve three-year terms or until their successors are appointed and qualified. The steering committee shall be responsible for the overall administration and implementation of the City's Sister City Program. The steering committee shall be comprised of representatives of the following categories: Economic Development Sector; Greater Corpus Christi Hospitality Association; Port Industries of Corpus Christi; Corpus Christi Chamber of Commerce; Higher Education Institution; Advertising/Public Relations; Arts/Cultural; and two (2) At -Large. In addition, representatives from the following City departments shall serve as ex -officio, non-voting members of the steering committee: Mayor's Office, Corpus Christi International Airport and Parks and Recreation. The officers of the steering committee shall consist of a General Chair and Vice -Chair. The Chair and Vice -Chair shall be elected by majority vote of the Sister City Committee annually. If the General Chair is absent, the Vice -Chair shall serve as General Chair during his/her absence. The steering committee may appoint any other subcommittee as, in its judgment, will aid it in carrying out its duties. The steering committee shall determine the membership of each said subcommittee, its duties and chairman. The membership of each said subcommittee shall consist of members of the steering committee and, at the option of the steering committee, members from the community at - large. Name Term Appt. date End date Appointing Authority Position Status Category *William G Pettus 1 9/27/2016 9/1/2019 City Council Exceeded number of absences allowed by ordinance Advertising/Public Relations *Alan Thornburg 1 11/7/2017 9/1/2020 City Council Exceeded number of absences allowed by ordinance At -Large Gargi Bhowal 1 6/12/2018 9/1/2019 City Council Active United C.C. Chamber of Commerce Luis F Cabrera Partial 9/18/2018 9/1/2019 City Council Active Port Industries of C.C. Heather Moretzsohn 1 9/18/2018 9/1/2019 City Council Active Ex -officio, non-voting Almira Flores 1 11/7/2017 9/1/2020 City Council Active Arts/Cultural Name Term 1 Appt. date 11/7/2017 End date 9/1/2020 Appointing Authority City Council Position Status Active Category Higher Education Rep. Susana Martinez Deacon Mark C Arnold 1 9/18/2018 9/1/2021 City Council Active At -Large Melody H. Cooper 1 11/7/2017 9/1/2021 City Council Active Economic Dev. Sector Sharron K Hines 1 9/18/2018 9/1/2021 City Council Active Greater C.C. Hospitality Assoc. C.C. International Airport Rep. N/A N/A N/A Ex -Officio, Non - voting Active Mayor's Office Rep. N/A N/A N/A Ex -Officio, Non - voting Active Parks and Recreation Rep. N/A N/A N/A Ex -Officio, Non - voting Active SISTER CITY COMMITTEE Applications Name District Category Vida Alvarez Mason District 4 At -Large Fernando Fernandez Jr. District 3 At -Large Susane Horn District 5 At -Large Westi Horn District 5 At -Large Abu N M Waheeduzzaman District 5 Advertising/Public Relations CITY OF CORPUS CHRISTI Submit Date: Aug 11, 2018 Application for a City Board, Commission, Committee or Corporation Profile Vida First Name vmason@islander.tamucc.edu Email Address 709 Saint Agatha Drive Street Address Corpus Christi City What district do you live in? * 17 District 4 Current resident of the city? (?Yes C. No 21 If yes, how many years? Alvarez Mason Last Name Home: (361) 510-7699 Home: (361) 462-5821 Primary Phone Alternate Phone 709 Saint Agatha Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78418 Work Address - Zip Code vmason@islander.tamucc.edu Work E-mail address Preferred Mailing Address 17 Home/Primary Address TX State 78418 Postal Code Vida Alvarez Mason Pane 1 of S Which Boards would you like to apply for? ANIMAL CARE ADVISORY COMMITTEE: Submitted ARTS & CULTURAL COMMISSION: Submitted BOARD OF ADJUSTMENT: Submitted CITIZENS ADVISORY HEALTH BOARD: Submitted CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Submitted SISTER CITY COMMITTEE: Submitted MARINA ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Texas A&M University - Corpus Christi Business Administration with an emphasis in Management student Why are you interested in serving on a City board, commission or committee? I believe Corpus Christi has so much potential and being born and raised here, it is my duty to get involved with my communities to help improve the quality of life for all individuals. I would love to apply my knowledge gained through my undergraduate courses to different committee volunteer opportunities to not only gain valuable experience, but to see the impact I could make to make Corpus Christi a better place to live. Upload a Resume Demographics Gender Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Vida Alvarez Mason Pane 2 of 5 Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to ARTS & CULTURAL COMMISSION The Arts & Cultural Commission must include representatives from certain categories. Do you qualify for any of the following categories? 17 Higher Education Question applies to MARINA ADVISORY COMMITTEE The Marina Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * 17 None of the above Vida Alvarez Mason Pane 3 of S Question applies to SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * 17 None of the above Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Vida Alvarez Mason Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Vida Alvarez Mason Pane 5 of 5 VIDA ALVAREZ-MASON 709 Saint Agatha Drive I Corpus Christi, TX 78418 I (361) 510-7699 I vmason@islander.tamucc.edu EDUCATION Bachelor of Business Administration in Management Texas A&M University — Corpus Christi (December 2018) GPA: 3.5 EXPERIENCE Sales Assistant/Social Media Manager, Julian Gold Inc. November '17 — March '18 Corpus Christi, TX • Assisted department manager in sales and promotions of a diverse range of clothing, shoes, accessories, and beauty care products through social media platforms • Completed typical administrative tasks which involved answering phones, filing documents, taking memos, mail promotions, and organizing merchandise for shipment • Provided exceptional customer service to increase company growth and revenue through sales maximization • Creatively set up physical displays of merchandise to attract potential customers Seasonal Bookseller, Barnes & Noble College Corpus Christi, TX • Typical daily activities included cashiering, stocking, maintain inventory, and delivering customer service. December '15 — January '16 RELEVANT COURSEWORK • Organization Change & Development • Communicating in Business • Behavior in Organizations • Data Analysis & Statistics • Financial Accounting SKILLS & ABILITIES • Microsoft Office (Word, Excel, PowerPoint) • Social Media (Facebook, Instagram, YouTube, Twitter) • Retail Sales • Customer Service • Cash handling • Team player • Data entry CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Feb 05, 2018 Profile Mr. Prefix Email Address Fernando First Name 4030 O'Grady Dr. Street Address Corpus Christi City What district do you live in? * p District 3 Current resident of the city? Yes r No 18 If yes, how many years? Fernandez Jr. Last Name Suffix Mobile: (361) 774-6899 Business: (361) 694-9031 Primary Phone Alternate Phone Flour Bluff ISD Director of Vocal Ensembles Employer Job Title 2505 Waldron Rd. Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78418 Work Address - Zip Code 361-694-9.0.3.1 Work Phone ffernandez@flourbluffschools.net Work E-mail address TX State 78413 Postal Code Mr. Fernando Fernandez Jr. Pane 1 of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted SISTER CITY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? V' Yes r No Education, Professional and/or Community Activity (Present) Aransas Pass HS Graduate, Undergraduate studies: Phillips University (Enid, OK), St. Gregory's University (Shawnee, OK), Graduate studies: TAMUCC; Board President- Harbor Playhouse; Director of Traditional Music- St. Luke's United Methodist Church; TMEA (Texas Music Educators Assoc. vocal division vice-chair/chair); Freemason; TCDA (Texas Choral Directors Assoc.); TMAA (Texas Music Adjudicators Assoc.) Why are you interested in serving on a City board, commission or committee? To help serve the city and citizens of Corpus Christi. To help share new ideas and implement them into action. To bring a greater awareness on any committee I serve on and represent the city and its citizens with honor and dignity. Upload a Resume Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Mr. Fernando Fernandez .1r. Pane 2 of 5 Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. none of the above were a yes Board -specific questions (if applicable) Question applies to ARTS & CULTURAL COMMISSION The Arts & Cultural Commission must include representatives from certain categories. Do you qualify for any of the following categories? r✓ Public Art / Public Space 17 Youth / Education p Business Development Groups / Corporate Representative 17 Performing Arts (music, dance, drama, film) Question applies to CORPUS CHRISTI CONVENTION & VISITORS BUREAU The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Attraction Industry Mr. Fernando Fernandez Jr. Pane 3 of 5 Question applies to MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD The Museum of Science & History Advisory Board must include representatives from certain categories. Do you qualify for any of the following categories? * �J K - 12 Education 17 Business Community Question applies to SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * 17 Advertising/Public Relations 17 Arts/Cultural Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Mr. Fernando Fernandez .1r. Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Mr. Fernando Fernandez Jr. Pane 5 of 5 Fernando Fernandez Jr. 4030 O'Grady Dr., Corpus Christi, TX 78413*116011111111101000 Professional Profile 361-774-6899 I possess strong skills in managing and maintaining resources, creating a classroom environment that is enthusiastic and yet conducive to learning- challenging and encouraging students to achieve beyond their potential- while providing a quality education, compassionate mentoring, and holding true to the ideals and principles of an honest life. I am confident that I posses the knowledge, skills, desire, and capabilities to immediately assume a role within a city board committee. I would gladly welcome an opportunity to discuss your goals and objectives as well as my abilities to fulfill your requirements. I feel that my skills, experience, ability and enthusiasm would be an asset to the city of Corpus Christi. Thank you for your time and consideration of my qualifications. I look forward to hearing from you soon. • 17 years Texas Public Schools • 2 years Illinois Private Schools • 2 years Oklahoma College and Public Schools • Minor piano accompaniment skills • Composer and Arranger • Private Voice and Brass Studio Experience Professional Experience • Band/Orchestra Director • Music Director for HS/Community Musicals • Music Minister- United Methodist • Mentor for TAMUCC Educator Prep. • TMEA Region Chair/Vice-Chair (14 years) • Bilingual (English -Spanish) Flour Bluff Junior High and High School, Corpus Christi, TX September 2001 - Current Director of Vocal Ensembles Achievements: • 48 TMEA Area Candidates / 15 TMEA All -State Choir Members • "1" Concert Ratings on stage for 9 of the last 12 years • Gained $15,000+ in donations for the High School Choir • TMEA Region XIV Vocal Chair (4 terms)/Vice Chair (3 terms) • Fine Arts representative for SBDM committee at high school (2 terms) • Raised performance and quality standards in both JH and HS programs • Earned highest success rate in the program's history • Nominated for Who's Who Among America's Teachers (2005,2010) • Named a Claes Nobel Educator of Distinction (2007) • 2nd Runner-up Krispy Kreme Doughnuts Teacher of the Year (2010) Responsibilities: • Coordinate JH to HS program's musical transition - 2 - Fernando Fernandez Jr.•361-774-6899• • Maintain standards of excellence and high level of competitiveness within all HS junior varsity and varsity choirs • Prepare the choirs for concerts, contests and various public and private performances — provide piano accompaniment when able • Develop and maintain beginning and auditioned classes for JH choir program • Select appropriate repertoire for performances and contests and maintain the JH and HS choral libraries St. Luke's United Methodist Church, Corpus Christi, TX August 2006 — Current Minister of Music Achievements: • Raised performance quality and varied musical repertoire • Started `College Singer' scholarships with a $5,000 donation • Increased choral selections performed to (2) per service • Earned choir's first-time invitation to perform at UMC Annual Conference • Increased awareness and participation in the choir and hand bells • Gained $40,000+ in donations for the music ministry programs Responsibilities: • Select and schedule appropriate literature one month in advance • Direct Chancel Choir and Hand Bell Ensemble in rehearsal and services • Serve as liaison to the Pastor and assist in the liturgy planning • Manage the music library and maintenance on all musical equipment • Lead the congregational singing weekly in service Marmion Academy, Aurora, IL January 2000 — June 2001 Dorm Prefect and Music Faculty Achievements: • Expanded Cantorial Choir to double the membership • 4 of 6 studio voice students landed lead roles in school musicals • Student Council prepared more programs and became more active • Named to Liturgy committee for all -school masses • Increased interest in boarding program Responsibilities: • Translator for outreach programs and for LEP students • Maintain budgets for student council, music classes, and dorms • Assist head Band/Choir director as needed or assigned • Supervise all student council events and advise as to school policies • Support, nurture and guide 35-50 HS boys within the Catholic boarding school environment St. Gregory's University, Shawnee, OK May 1999 — October 1999 Coordinator for Student Activities - 3 - Fernando Fernandez Jr.•361-774-6899• Achievements: • Planned and Coordinated Freshman Orientation and Homecoming • Created and directed University Jazz Band • Served as sponsor/advisor for a sorority and Hispanic Awareness Club • Created on -campus tradition of "Coffeehouse Nights", streamlined the procedures for Greek Council business, and implemented Robert's Rules of Order into the student senate Responsibilities: • Create and maintain budgets for all dorm and student body activities • Supervise the dorm staff and serve as live-in advisor • Create and maintain a monthly calendar of events/website- coordinating with all other clubs and organizations • Recruit members and rehearse the jazz band weekly Education Texas A&M University- Corpus Christi, Corpus Christi, TX Masters in Secondary Education (6 hrs. to completion) St. Gregory's University, Shawnee, OK BA in Humanities (Music) May 1999 Phillips University, Enid, OK Undergraduate Study in Music and Liberal Arts August 1993 - July 1998 References --Available upon request-- - 4 - Fernando Fernandez Jr.•361-774-6899 - 5 - Fernando Fernandez Jr.•361-774-68990 Mentoring, Clinics, and Assignments: Texas Shrine Assoc. State Convention- Chanters Unit Contest Judge (May 2005) Pre -Service Teacher Mentor for TAMUCC (2001-2015) Student Teacher Mentor and Trainer for TAMUCC (2001-2003, 2005-2008,2010,2015) CCISD Choral Showcase Adjudicator/Clinician (2008-2010,2014-2018) All -State Choir Camp Instructor for Del Mar College (2003-2017) All -Area Master Chorus Coordinator (March 2005,2014-15) UIL Concert and Sight Reading Contest Site Host (2002-2004, 2006-2017) TMAA Active Choral Adjudicator State-wide (2012-2018) Original Compositions Commissioned andlor Performed: (More complete catalogue available upon request) Latin A Cappella (SATB Collection): arr. Deke Sharon/ed. Anne Raugh (served as editorladvisor) A A Little Dancing Song (low brass trio) ** Serendipity-doo-dah (woodwind quintet) ** Morning View from the Mountain (piano)* Funkadelic Piano #1 (piano) ** Going Home, Tonight (piano)* Canciones de Amor Prohibido: Prelude (piano)* Hilah Adonai (SATB and piano)* ** A Choral Litany (SATB and piano) ** The Wizard of OZ: An Original Musical Setting (piano, synthesizer and voice) ** Take, 0 Take Those Lips Away (TTB choir w/ cello, piano) Ode to Music (SATB w/ brass, piano) ** Ave Maris Stella (SAB w/ violin, piano) Madrigal (SSA w/ piano) Two Settings from Dante's Divine Comedy (SATB choir and piano) What Color is God's Skin (arr. for SAB w/ piano) ** Angels Divine (arr. for SSAA a cappella) * University Press Published ** Commissioned Work A Commercial Publication Professional Organizations: TMEA- Texas Music Educators Assoc. (Vocal ChairNice Chair - Convention Presider/Presenter) TCDA- Texas Choral Directors Assoc. (Convention Team - Door Prize Committee) TSTA- Texas State Teachers Assoc. (member) TMAA — Texas Music Adjudicators Assoc. (Permanent List member) Oso -Naval Masonic Lodge No. 1282 (musician, member) Mu Phi Epsilon- Professional Music Fraternity (chorister, alumni relations, president, donor) St. Gregory's Univ. Hispanic Awareness Student Association (member, advisor, donor) St. Gregory's Abbey — Shawnee, OK (donor) Harbor Playhouse- Board of Directors (president, donor) Corpus Christi York Rite- Chapter 91 RAM, Council 55 R&SM, Commandery 57 KT (inactive) AAONMS- Al Amin, Shriners (inactive) Major Research Papers in Music and Education: Public School Music Teacher: A Hands-on Curriculum for Texas Choral Directors Streamlined "Hunter" Lesson Plans for Undergraduate Music Teaching Experiences An Approach and a Curriculum for Undergraduate Secondary Music Methods Class The Art Songs of Modest Mussorgsky Shostakovich, Mussorgsky and the Rayok: An Anti -Political Art Song Movement Music on the Theme of the Blessed Virgin Mary up to the Renaissance Wagner vs. Brahms: Who was the Real Modernist? Losing Their Marbles: The Castrati Story Edgard Varese, the 20th Century and Musique Concrete: An Analysis Kaddish, Leonard Bernstein, and the Inner -Emotions of Symphony No. 3 - 6 - Fernando Fernandez Jr.•361-774-6899!' Musical Experience: St. Luke's United Methodist Church Director of Traditional Music (2006 -current) Singer/Actor- Harbor Playhouse (2012-2018) United Methodist Church Annual Conference Mass Choir- conductor (2006,2008,2012,2014) Corpus Christi Chorale/Del Mar Master Singers (2010, 2014-15) Musical Director/Conductor: Annie (2006), The Sound of Music (2007), Into the Woods (2008), Really Rosie (2009), You're a Good Man, Charlie Brown (2014), Carrie: The Musical (2015) St. John's United Methodist Mixed Choir and Men's Chorus (2004-2006) Oso -Naval Masonic Lodge Musician (2003-2008) Al Amin Shriners- Chanters Unit (2004-2005) Vocal Coach for Marmion Musicals- Joseph and Technicolor Dreamcoat, Carousel (2000, 2001) Enid -Phillips Symphony Orchestra (1993-95) - Principal Tuba Phillips University Wind Ensemble (1993-98) - Tuba and Euphonium P.U. Jazz Ensemble (1995-97) - Tuba and Bass Trombone P.U. Brass Ensemble (1994-97) - Tuba Enid Community Band (1994, 1995) - Tuba and Euphonium OMEA Inter -Collegiate Honor Band (1996) - Tuba Phillips University Concert Choir (1993-98) - Tenor, composer -in -residence P.U. Chamber Singers (1993-94, 97-98) - Tenor/Baritone, student conductor St. Gregory's University Chorale (1999) - Baritone, Composer -in -residence St. Gregory's University Theatre Dept. (1998-99) - Twelfth Night as Sir Toby Belch, The Fantasticks as El Gallo and musical orchestrator for Androcles and the Lion The Educational Philosophy of Fernando Fernandez Jr. My educational philosophy is not a short-term thought creation, but rather is drawn from a lifetime of learning and encouraging others. It stems from my positive and negative experiences as a student, my training and insight as an active classroom teacher, and being a life-long advocate for the fine arts and higher education. I believe that these following things should be practiced and displayed every day within my classroom- the students will: smile, learn to achieve beyond their potential, feel safe and comfortable, leave every day with a song in their heart, have a desire to succeed, learn and improve from their mistakes, and when they graduate will support the fine arts their whole life long. I feel that a student needs to be exposed to and learned in the core areas: reading, writing, mathematics, history, science, languages, and civics. The supplementation of the fine arts to this core area makes for a well versed and knowledgeable student and citizen. In the classroom, the use of Socratic dialogue has been time -tested and proven to be an advantageous strategy to use for the encouragement of higher level learning and thinking. The practice of intellectual and moral discipline strategies are at the heart of the fine arts classroom. Although the classroom learning intensity changes from day to day in a rehearsal setting, there is still an underlined uniformity to the class. This feeling of continuity makes the students comfortable, and also trains them for the uniformity of life in the workplace. Intelligent and frequent discussion is the key to a successful classroom as well. If the teacher does not take time to talk with their students and learn from them, then they will never learn how best to reach and teach them. Learning from our students can be the most thought provoking and humbling thing we ever do as a teacher. Always be in charge and the ultimate authority figure, but leave room for their thoughts, input, and discussion. Therefore, the school of thought I feel most comfortable aligning myself with is that of Essentialism. I feel that the aim and purpose of schooling should be to teach our children all they will need to survive in the realities of the work place, the world of higher education, the rigors and responsibilities of family life, and most importantly respect for themselves and others. Through the academic core areas they learn all they need to not only pass the state mandated tests, but to function as a conversant citizen. - 7 - Fernando Fernandez Jr.•361-774-6899 Reading, writing, mathematics, science, history, and technology applications are essential to success and for a well-rounded individual. They train and develop them into being able to serve in a job with competency, attend a higher level of schooling with a ground basis of core knowledge to draw from, and they help them to help their families. A quality education is life-long and benefits everyone whom they may come in contact with- be they friend, family, co-worker, or stranger. While the core content is important to success, the fine arts are where they learn heightened states of discipline and self-awareness, collaborative learning, fostering an appreciation and understanding for life's complexities, and a craft they can use for education, recreation and relaxation their whole life long. Through a quality fine arts education the students will learn both world and music history, foreign languages, reinforcing mathematic basics, solving higher -order thinking puzzles and instances, applications of arts in everyday life, passion for the arts, nostalgia and a sense of "home away from home", and a desire to continue a life-long track to success. Their individual or group success at contests and in concerts propels them forward and creates that desire in their hearts to continue on this track their whole life. Since the days of Plato as an educator, the inclusion of the fine arts has been considered to not only be core to creating a well-rounded citizen, but an outstanding one at that. I believe that instruction should be delivered in a precise, concise, interesting, and enjoyable tone and manner. The student should enter the room with the desire to want to learn as much as they possibly can within the class' length. They should be encouraged and pushed a little into higher level content and repertoire in class. The material should be relevant, cross -curricular, stimulating, and presented in a logical sequence. The length of the class period should be utilized to the fullest; making sure that instruction is the primary objective and also making each minute count. The students will be actively engaged in learning or creating something for every minute they are in my classroom. I will only accept the best possible work from them and strive to encourage them to continually improve themselves. Through my continued education and development, I will show my students first hand that learning never stops and share my continued fascination with learning. The best way for me to be knowledgeable and up- to-date on current trends and issues affecting my students and my field is by committing myself to professional development sessions as they become available. I will annually attend conventions and sessions offered by Texas Music Educator's Association and Texas Choral Director's Association to keep abreast on these issues and trends. I will also actively follow and read journals in education and music education to make sure I am practicing the very best teaching I possibly can. A teacher who does not continue their learning is not only hurting themselves but ultimately their students. Only the highest quality materials and supplies should be used in the classroom; as the program budget allows. The classroom should have an active layout and design; one that is both inviting and inspires creating and learning. The ultimate goal of instruction is to model and teach; not just content, but life skills, character, success, and a love for life long learning. I believe that in my classroom, students have a chance to voice their opinions, thoughts and questions in an environment that encourages and enlightens. They have a say in what music we program, how many performances we offer, how best to reach the community and give back, how best to assist them in learning difficult sequences, and how the music and class makes them feel or think. The students will be taught to get along with everyone, by my lead and example, and will learn a guided form of peer mediation when a problem arises. There will be no room for intolerance of others, and harmony, both in the music and in the class' relations, will be a large part of the ultimate goal for my daily classroom. There is an air of respect and courtesy in the classroom for all administrators, visitors, parents, classmates, and instructors. I, as the teacher, set the tone for their behaviors; and they will follow my lead and example when dealing with others. Every one from every background is always welcome, and made to feel especially welcome in the classroom at any time. I will never speak ill of a colleague or parent in front of any students, or others on the staff, and will treat my colleagues and parents with the same courtesy and respect I expect of them. For my parents, I will be available to them via conference period, phone, or email for their assistance or inquiry. They will be treated in a dignified manner and their issues addressed always with sensitivity, a professional tone of voice and a look of confidence- no matter how upset or hostile they may be or become. As for my colleagues, we should hold and respect the rules and - 8 - Fernando Fernandez Jr.•361-774-6899 standards laid out for us by both the state and the school district. Also, the less time I spend in the faculty lounge will be the best time I spend with my colleagues in conversation. J.S. Bach once wrote, "The aim and final purpose for all music should be nothing else but the glory of God and the refreshment of the spirit." Since I teach in a public school, it is all done for the refreshment of the spirit; and the glory of God is secretly in every individual's heart. These are the things I believe to be essential to a quality education, and are in turn the credo for my personal education philosophy. CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 22, 2018 Profile Susane First Name Email Address 7637 Rocksprings Dr. Street Address Corpus Christi City What district do you live in? * 17 District 5 Current resident of the city? r• Yes r No 22 If yes, how many years? Home: (361) 991-4763 Primary Phone Horn Last Name Home: (361) 299-2419 Alternate Phone Texas A&M University Adm. Associate Employer Job Title 6300 Ocean Dr. Work Address - Street Address and Suite Number Corpus Christi Work Address - City Tx Work Address - State 78412 Work Address - Zip Code 361 825 2669 Work E-mail address Preferred Mailing Address rJ Home/Primary Address TX State 78413 Postal Code Susane Horn Pane 1 of 4 Which Boards would you like to apply for? SISTER CITY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. I would like to go back and serve in sister city committee. Currently I am sitting out. Education, Professional and/or Community Activity (Present) I work for College of Education at Texas A&M Corpus Christi. Why are you interested in serving on a City board, commission or committee? I would like to continue to help the student expand their first experience and expose living in foreign country. Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c' No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes c No Susane Horn Pane 2 of 4 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes c' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes c' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Question applies to SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * None Selected Verification Suusane Horn Pane 3 of 4 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. p' I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. IJJ I Agree Susane Horn Pane 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Jan 16, 2019 Application for a City Board, Commission, Committee or Corporation Profile Westi Horn First Name Last Name susane.horn@tamucc.edu Email Address 7637 Rocksprings Dr. 6300 Ocean Dr. Street Address Suite or Apt Corpus Christi City What district do you live in? * 17 District 5 Current resident of the city? Yes r No 25 years If yes, how many years? Home: (361) 991-4763 Primary Phone Home: (361) 290-2419 Alternate Phone Texas A&M University Admin Associate Employer Job Title 6300 Ocean Dr. Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State TX 78412 Work Address - Zip Code 361-825-2669 Work Phone susane.horn@tamucc.edu Work E-mail address TX 78413 State Postal Code Westi Horn Pane 1 of 4 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? SISTER CITY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? 6' Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) I was on Sister City Board for 12 years. Why are you interested in serving on a City board, commission or committee? I was on Sister Board for 12 years, and this committee gives me very rewarding experience Demographics Gender 17 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes V' No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes 0 No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Westi Horn Pane 2 of 4 Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes 0' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes V' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I answered all NO Board -specific questions (if applicable) Question applies to SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * 17 Higher Education Institution 17 Arts/Cultural Westi Horn Pane 3 of 4 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. p I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. rJ I Agree Westi Horn Pane 4 of 4 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Aug 09, 2018 Profile Dr Prefix Email Address Abu First Name 7613 Loire Boulevard Street Address Corpus Christi City What district do you live in? * rJ District 5 Current resident of the city? Yes r No 18 If yes, how many years? N M Waheeduzzaman Middle Initial Last Name Mobile: (361) 876-1655 Home: (361) 980-1587 Primary Phone Alternate Phone Texas A&M University Corpus Professor of Marketing and Christi International Business Employer Job Title 6300 Ocean Drive Work Address - Street Address and Suite Number College of Business Work Address - City TX Work Address - State 78412 Work Address - Zip Code waheed@tamucc.edu -------------------------- Work E-mail address Preferred Mailing Address r7 Home/Primary Address TX 78414 State Postal Code Dr Abu N M Waheeduzzaman Pane 1 of 5 Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Submitted CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted SISTER CITY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? ✓ Yes c No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. I do not. Education, Professional and/or Community Activity (Present) I am a Professor of Marketing and International Business at Texas A&M University Corpus Christi. I joined this university 18 years ago in 2000. Ever since then we are living in this city. I was appointed by the Mayor and served in the Library Board, 2002-08 (six years). It was great experience. A good number of Library expansion took during that period (e.g., Flour Bluff, Kaffie, and Parkdale). Why are you interested in serving on a City board, commission or committee? This is a community where we live. It would be my pleasure serve the city/community, a voluntary and social service that I can feel good about. Upload a Resume Demographics Gender (7 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Dr Abu N M Waheeduzzaman Pane 2 of 5 Does your employer or your spouse's employer have a City contract? ✓ Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Not applicable Board -specific questions (if applicable) Question applies to ARTS & CULTURAL COMMISSION The Arts & Cultural Commission must include representatives from certain categories. Do you qualify for any of the following categories? 17 Higher Education 17 Economic Development / Tourism 17 Marketing Dr Ahu N M Waheeduzzaman Pane 3 of 5 Question applies to SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * 1' Higher Education Institution 17 Arts/Cultural Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Dr Atm N M Waheeduzzaman Pane 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Dr Ahu N M Waheeduzzaman Pane 5 of 5 My Statement Vita Summary Abu N. M. Waheeduzzaman, Ph.D. Email: waheed@tamucc.edu Telephone: 361 825 6014 I am an academic engaged in a lifelong learning process. I believe that every time I teach a student, publish a paper, make a professional presentation, or consult a company, I am making a marginal contribution to the society. Employment Professor of Marketing and International Business in the College of Business, Texas A&M University Corpus Christi since 2000. Previously taught at Salisbury State University (Maryland), University of New Haven (Connecticut), North South University (Bangladesh), and Institute of Business Administration (IBA), Dhaka University (Bangladesh). Education Research Interest Editorship Ph.D. in Business Administration from Kent State University, Ohio. Have two MBAs, one in International Business from George Washington University, Washington, D.C. and the other in Marketing from Institute of Business Administration, Dhaka University, Bangladesh. Marketing and International Business. Special topics of interest include international competitiveness, emerging markets, convergence, nation marketing and globalization. Associate Editor, Journal of Competitiveness Studies. Also served as Associate Editor, Competitiveness Review. Member of editorial boards of various journals in international/marketing area. Publications Publications appeared in Competitiveness Review, Journal of Global Marketing, Journal of Euromarketing, Journal of Global Business, Journal of Transnational Management Development, Midwestern Journal of Business and Economics, Journal of Management Business and Economics, and Proceedings of the American Marketing Association. Distinctions Senior Fellow, American Society for Competitiveness. University Excellence Award in Research at Texas A&M University Corpus Christi. Excellence Award in Teaching at Texas A&M University Corpus Christi and University of New Haven, Connecticut. Outstanding Faculty Award in International Education and University Excellence Award in Service, Texas A&M University Corpus Christi. Social Service Award, American Society for Competitiveness. Honor Societies Beta Gamma Sigma (George Washington University), Phi Beta Delta (Kent State University), Alpha Mu Alpha (American Marketing Association) and Sigma Beta Delta (University of New Haven). Membership American Marketing Association (AMA), Academy of International Business (AIB), American Society for Competitiveness (ASC), International Management Development Association (IMDA), National Geographic Society, American Association of University Professors (AAUP), American Association for Retired Persons (AARP), and Institute of Management Consultants Bangladesh, MBA Club Ltd., Dhaka, and Institute of Business Administration Alumni Association, Dhaka, Bangladesh. Personal Enjoy traveling. Traveled to over 20 countries of the world. 1 EDUCATION AND ACADEMIC POSITION Education Ph.D. Kent State University, Ohio 1994 Major: Marketing, Minor: International Business Advisor: Dr. John K. Ryans, Jr., Bridgestone Professor Emeritus of International Business and Marketing at Kent State University. AIB Fellow. Thesis: Dimensions of International Competitiveness of Nations: An American Managers' Perspective MBA George Washington University, Washington, D. C. 1988 Major: International Business Advisor: Dr. Phillip D. Grub, Emeritus Professor of International Business at The George Washington University. AIB President and Fellow. MBA Dhaka University, Dhaka, Bangladesh. 1979 Major: Marketing BA Dhaka University, Dhaka, Bangladesh 1976 Majors: Economics, Sociology, and Political Science Academic Positions Professor of Marketing and International Business, Texas A&M University—Corpus Christi, Texas, 2006- till date. Tenured. Associate Professor of Marketing and International Business, Texas A&M University—Corpus Christi, Texas, 2000 —2006. Visiting Associate Professor of Marketing, Salisbury State University, Maryland, 1999-2000. Associate Professor, Head of Graduate Program and Director, MBA Program, North South University, Dhaka, Bangladesh, 1997-99. Assistant Professor, School of Business, University of New Haven, Connecticut, 1993-1997. Assistant Professor (1984-86) and Lecturer (1980-83), Institute of Business Administration, University of Dhaka, Bangladesh. Also taught as instructor at Kent State University (1988-92) and University of Toledo (1992-93) while pursuing doctoral studies at Kent State University. 2 Business Position Systems Sales/Marketing Representative at NCR Corporation, U.S.-based computer multinational. Duties included marketing of NCR systems/products. 1979-80. RESEARCH AND PUBLICATION Research Interest Broadly in Marketing and International Business; topics of interest include international competitiveness, emerging markets, consumption convergence and globalization. Research in Progress Waheeduzzaman, Abu N. M. (2018), "Can a Nobel Prize Save Marketing?" Expected completion: 2018. Waheeduzzaman, A. N. M. (2018), "Do global peace and higher education contribute to the competitiveness of a nation?" Annual Conference of the American Society for Competitiveness, Washington, D.C., October. Expected completion: 2018. Waheeduzzaman, Abu N. M. (2019), "Does Good Governance Enhance National Competitiveness?" Expected completion: 2019. Waheeduzzaman, Abu N. M. (2019), Enhancing National Competitiveness -A Marketing Strategy Approach. I have written four chapters of the book. Expected completion: 2019. Publication in Refereed Journals Waheeduzzaman, Abu N. M. and Elwin Myers (2018), "Effect of Good Governance and Democracy on National Income: Does Trade or Investment Offer Any Mediating Influence?" Journal of Competitiveness Studies. Forthcoming. Waheeduzzaman, Abu N. M. (2017), "Effect of Economic Integration on Consumption." Journal of Euromarketing, 26, 4-16. Waheeduzzaman, Abu N. M. (2016), "Consumption Convergence between Emerging and Developed Markets," Journal of Euromarketing, 25 (3-4), 74-94. Waheeduzzaman, A. N. M. (2016), "Exploring the influence of globalization and democracy/freedom on emerging markets trade," Journal of Competitiveness Studies, 24 (4). Waheeduzzaman, A. N. M. (2015), "Do Globalization and Income Affect Consumption through Quality of Life? An Exploration in Emerging Markets," Journal of Euromarketing, 24 (4), 224- 240. 3 Waheeduzzaman, A. N. M. (2011), "Are Emerging Markets Catching Up With the Developed Markets in Terms of Consumption," Journal of Global Marketing, 24 (2), 136-151. Waheeduzzaman, A. N. M. (2011), "Competitiveness and convergence in G7 and emerging markets," Competitiveness Review, 21 (2), 110-128. Waheeduzzaman, A. N. M. and Elwin Myers (2010), "Influence of Economic Reward and Punishment on Unethical Behavior: An Empirical Study," Business and Professional Ethics Journal, 29 (1-4), 154-174. Waheeduzzaman, A. N. M. (2008), "Market Potential Estimation in International Markets: A Comparison of Methods," Journal of Global Marketing. 21 (4), 307-320. Waheeduzzaman, A. N. M. (2007), "States, Demographics and Competitiveness of America's Best Universities," Competitiveness Review, 17 (1/2), 77-93. Waheeduzzaman, A. N. M. and Pradeep Rau (2006), "Market Potential And Foreign Direct Investment: Exploring The Relationship In Emerging Markets." Advances in Competitiveness Research, 14 (1), 44-60. Waheeduzzaman, A. N. M. (2006), "Can modernization explain the consumption of durables in emerging markets?" Journal of Global Marketing, 19 (3), 33-62. Waheeduzzaman, A. N. M. (2004), "Tripolar World of Corruption and Inequality: Again, the Difference is in Freedom and Governance, "Journal of Transnational Management Development, 9 (4), 37-48. Waheeduzzaman, A. N. M. and Leon F. Dube (2004), "Trends And Development in Standardization Adaptation Research," Journal of Global Marketing, 17 (4), 23-52. Waheeduzzaman, A. N. M. and Leon F. Dube (2002), "Elements Of Standardization, Firm Performance And A Few Marketing Variables: A General Linear Relationship Framework," The Journal of Global Marketing, 16 (1 and 2), 187-205. Waheeduzzaman, A. N. M. (2002), "Competitiveness, Human Development And Inequality: A Cross -National Comparative Inquiry, "Competitiveness Review, 12 (2), 13-29. Hu, Michael, A. N. M. Waheeduzzaman, and Edward Bruning (1997), "An Inquiry into the Determinants of Foreign Direct Investment in the United States," Midwestern Journal of Business and Economics, Vol. 10, No. 3, Winter, 35-49. Waheeduzzaman, A. N. M. and John K. Ryans Jr. (1996), "Dimensions of International Competitiveness of Nations: An American Managers' Perspective," Journal of Global Business, Vol. 7, No. 13, 19-31. 4 Waheeduzzaman, A. N. M. and John K. Ryans Jr. (1996), "Definitions, Perspectives, and Understanding of International Competitiveness: A Quest for a Common Ground," Competitiveness Review, Volume 6 (2), 7-26. Waheeduzzaman, A. N. M. (1986), "Content Analysis of Newspaper Advertisements on Family Planning in Bangladesh," Journal of Management, Business and Economics, Vol. 12, No. 1, 56- 71. Waheeduzzaman, A. N. M. (1986), "Creativity in Management," Journal of Management Business and Economics, Vol. 11, No. 4, 497-510. Waheeduzzaman, A. N. M. (1985), "Segmentation Concepts and Issues in Marketing," Management Development, Vol. 14, No. 4, Bangladesh Management Development Center, Dhaka, Bangladesh. Waheeduzzaman, A. N. M. and Abdul Hamid (1985), "Promoting Voluntary Blood Donation: A Social Marketing Approach," Journal of Management, Business and Economics, Vol. 11, No. 1, 66-82. Waheeduzzaman, A. N. M. (1984), "Consumer Behavior and Marketing of Bengali Movies," Journal of Management, Business and Economics, Vol. 10, No. 4. Publication in a Book Waheeduzzaman, A. N. M. (2002), "Facilitation of Trade and Investment Among Bangladesh, India and Nepal: Subregional Cooperation and Competitiveness" in Towards Greater Sub - regional Economic Cooperation: Limitations, Obstacles and Benefits, Cookson, Forrest E. and A. K. M. Shamsul Alam (editors), Dhaka, Bangladesh: University Press. 55-79. Waheeduzzaman, A. N. M. (2000), "(Un)Ethical Behavior In Business: A Reward Punishment Probability Framework" in Competition, Trust and Cooperation: A Comparative Study, Y. Shinoya and K. Yagi (editors), Heidelberg: Springer Verlag, 210-226. Publication in Refereed Proceedings Waheeduzzaman, A. N. M. and Pradeep Rau (1998), "Standardization Drivers, Levers, and Performance in International Marketing: A Conceptual Framework and Related Hypotheses." Proceedings of the Third South China International Business Symposium, University of Macau, China, November, 337-353. Waheeduzzaman, A. N. M. (1992), "Effect of Corporate Takeovers and Leveraged Buyouts: An Extension of Strategic Models in Marketing," Proceedings of the American Marketing Association's Summer Educators' Conference, Chicago, Illinois, 109-116. 5 Waheeduzzaman, A. N. M. (1992), "Changing Pattern of Car Advertisements in Magazines: The Past 30 Years." Proceedings of the American Marketing Association's Summer Educators' Conference, Chicago, Illinois, 121-129. Waheeduzzaman, A. N. M. and Robert F. Krampf (1992), "Use of Quantitative Techniques in Marketing Research: The Past Twenty-five Years." Proceedings of the American Marketing Association's Winter Educators' Conference, San Antonio, Texas, 285-294. Waheeduzzaman, A. N. M. and Lawrence J. Marks (1989), "Halo Effects, Consumer Ethno- National Affinity, and Behavior Intentions: An Extension of Multi -Attribute Model of Country of Origin Effects." Proceedings of the American Marketing Association's Summer Educators' Conference, Chicago, Illinois, 252-257. Abstract in Refereed Conferences Waheeduzzaman, A. N. M. (2016), "Consumption Convergence between Emerging and Developed Markets," Winter Educators' Conference, American Marketing Association, Las Vegas. February. Waheeduzzaman, A. N. M. and Pradeep Rau (2004), "Market Potential and Foreign Direct Investment: Exploring the Relationship in Emerging Markets," Summer Educators' Conference, American Marketing Association, Boston. August. Waheeduzzaman, A. N. M. and Leon F. Dube (2003), "Trends and Development In Standardization Adaptation Research: A Content Analysis," Summer Educators' Conference, American Marketing Association, Chicago. August. Waheeduzzaman, A. N. M. (2002), "Five Lines of Inquiry in Standardization Adaptation Research," Summer Educators' Conference, American Marketing Association, San Diego. August. Waheeduzzaman, A. N. M. and Leon F. Dube (2001), "Elements of Standardization, Firm Performance And A Few Marketing Variables: A Factor Analytic Linear Relationship," Summer Educators' Conference, American Marketing Association. August. Article Leading National English Dailies in Bangladesh Waheeduzzaman, A. N. M., Dhaka, Bangladesh, August Waheeduzzaman, A. N. M., Bangladesh, July 2, 2007. Waheeduzzaman, A. N. M., Bangladesh, May 28, 2007. "Combating flood: Let's take a business approach," The Daily Star, 18, 2007. "Bangladesh's image: Need a (re)branding?" The Daily Star, Dhaka, "Bangladesh's image and country rating," The Daily Star, Dhaka, 6 Waheeduzzaman, A. N. M., "Why is SAARC progressing so slowly?" The Daily Star, Dhaka, Bangladesh, April 28, 2007. Waheeduzzaman, A. N. M., "Fighting corruption: Why this ambivalence?," The Daily Star, Dhaka, Bangladesh, March 2, 2007. Waheeduzzaman, A. N. M., "Caretaker Government: Round Three," The Daily Star, Dhaka, Bangladesh, January 28, 2007. Waheeduzzaman, A. N. M., "Combating Corruption," The Daily Star, Dhaka, Bangladesh, February 8, 2002. Waheeduzzaman, A. N. M., "Evaluating SAARC: Economic Reality Versus Political Will," The Daily Star, Dhaka, Bangladesh, December 13, 2001. Waheeduzzaman, A. N. M., "In response to a recent article on Grameen Bank in the Wall Street Journal, The Daily Star, Dhaka, Bangladesh, December 6, 2001. Waheeduzzaman, A. N. M., "Nation's Business Schools: A Few Success Criteria," The Daily Observer, Dhaka, Bangladesh, 1998. Waheeduzzaman, A. N. M., "Why Core Faculty Matter," The Daily Observer, Dhaka, Bangladesh, November 14, 1997. Waheeduzzaman, A. N. M., "Transformation of Private Universities: From Entrepreneurship to Professionalism," The Daily Observer, Dhaka, Bangladesh, February 12, 1998. Article in Newsletters Waheeduzzaman, A. N. M., "Country Ratings -A Neglected Research Area?" American Marketing Association Global Marketing SIG's Monthly E -News. http://www.cba.hawaii.edu/ama/September2004.htm. Waheeduzzaman, A. N. M., "How do you encourage active class participation of your students?" MED Newsletter, Academy of Management, 15 (3), 1989 (June), 7. Research Presentations (past six years) Waheeduzzaman, A. N. M. (2018), "Do global peace and higher education contribute to the competitiveness of a nation?" Annual Conference of the American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, Abu N. M. and Elwin Myers (2017), "Effect of Good Governance and Democracy on National Income: Does Trade or Investment Offer Any Mediating Influence?" Annual Conference of the American Society for Competitiveness, Washington, D.C., October. 7 Waheeduzzaman, A. N. M. (2016), "Does Good Governance Enhance National Competitiveness?" Annual Conference of the American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, Abu N. M. (2016), "Global Consumption Convergence: Towards an Eclectic Theory," Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, Abu N. M. and Anh Thi Truc Pham (2016), "Macro Determinants of Inbound Tourism: A Path Analysis Model," Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2016), "Consumption Convergence between Emerging and Developed Markets," Winter Educators' Conference, American Marketing Association, Las Vegas. February. Waheeduzzaman, A. N. M. (2015), "Did globalization favor the growth of fast moving consumer goods (FMCG) in emerging markets," Winter Educators' Conference, American Marketing Association, San Antonio, February. Waheeduzzaman, A. N. M. (2015), "Exploring mediating effects of globalization and income on consumption growth in emerging markets," Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2014), "Do we observe a convergence in fast moving consumer goods (FMCG) in developed and emerging markets?" Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2014), "Democracy and International Competitiveness of Nations - An Empirical Inquiry," 18th Annual Western Hemispheric Trade Conference, Texas A&M International University, April. Waheeduzzaman, A. N. M. (2013), "Higher Education and National Competitiveness," Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2013), "Enhancing National Competitiveness through Education in a Globalized World," 22nd Annual World Business Congress, International Management Development Association, Taipei, Taiwan, July. Waheeduzzaman, A. N. M. (2013), "Does Freedom Affect International Competitiveness of Nations," 22nd Annual World Business Congress, International Management Development Association, Taipei, Taiwan, July. Waheeduzzaman, A. N. M. (2012), "Do Globalization and Freedom Favor Trade in Emerging Markets?" 2012 International Conference on Contemporary Business and Management, Chulalongkorn University, Bangkok, Thailand, December. 8 Waheeduzzaman, A. N. M. (2012), "Impact of freedom in international competitiveness of nations," Annual Conference American Society for Competitiveness, Washington, D.C., October. All Society Panel Chair. Waheeduzzaman, A. N. M. (2012), "Does freedom affect trade? An empirical inquiry," Annual Conference American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2012), "Competitiveness of Bangladesh as an Emerging Market," United International University, Dhaka, Bangladesh, March. Waheeduzzaman, A. N. M. (2012), "Determinants of Trade in Emerging Markets," Faculty Research Seminar, College of Business, Texas A&M University -Corpus Christi, Texas, January. Waheeduzzaman, A. N. M. (2011), "Emerging markets trade: An empirical inquiry," Annual Conference American Society for Competitiveness, Orlando, Florida, October. Waheeduzzaman, A. N. M. (2011), "Thirty Years of Trade in Emerging Markets: Trend, Impact and Catching Up" 20th Annual World Business Congress, International Management Development Association, Poznan, Poland. July. ACADEMIC AND PROFESSIONAL SERVICE Membership and Positions in Professional Associations American Marketing Association (AMA) Academy of International Business (AIB) American Society for Competitiveness (ASC) International Management Development Association (IMDA) National Geographic Society American Association of University Professors (AAUP) American Association for Retired Persons (AARP) Institute of Management Consultants Bangladesh (IMCB) MBA Club Ltd., Dhaka, Bangladesh Institute of Business Administration Alumni Association (IBAAA), Bangladesh. Social Media Coordinator, American Society for Competitiveness, 2014 -Present. Social Media Manager/Administrator, International Management Development Association, 2016 - Present. Editorship Associate Editor, Journal of Competitiveness Studies, 2015 -present. 9 Associate Editor, Competitiveness Review, 2011-2012. Guest Editor, Special Issue on "Competitiveness of Emerging Nations in a Globalized World," Competitiveness Review, April, 2011. Membership in Editorial Boards Member of the Editorial Board for the following journals: Journal of Competitiveness Studies, Journal of Global Competitiveness, Competition Forum, Transnational Corporation Review, and SAM Advanced Management Journal. Reviewer of Journals and Conferences Review about 10-15 articles a year for the above journals and a few others, e.g., Journal of International Marketing, International Business Review, Competitiveness Review, International Trade Journal, International Journal of Emerging Markets, Competitiveness Review, Transnational Corporation Review, Academy and Thunderbird International Business Review. Also serve as reviewer for the yearly conferences of the associations mentioned above. Serve as track chair, session chair, discussant at the following conferences on a regular basis: American Marketing Association, American Society for Competitiveness, International Management Development Association, and Global Business and Technology Association. Workshop Leadership Workshop Leader/Resource Person, Faculty Development Workshop on Research Methodology, BRAC University, Dhaka, Bangladesh, December, 2015. Workshop Leader/Resource Person, Workshop on Research Methodology, United International University, Dhaka, Bangladesh, December 22-24, 2012. Invited Guest Speaker Waheeduzzaman, A. N. M. (2017), "Symposium on International Education as a Tool for Achieving Global Peace," International Education Week, Texas A&M University Corpus Christi, November. Waheeduzzaman, A. N. M. (2016), Plenary session speaker: "Does Good Governance Enhance National Competitiveness?" Annual Conference of the American Society for Competitiveness, Washington, D.C., October. Speaker at the Orientation Ceremony, Rajamangala University of Technology Phra Nakhon (RMUTP), Bangkok, Thailand (2015). Also, made a presentation on "Exploring Consumption Convergence" to the business faculty, August. 10 Waheeduzzaman, A. N. M. (2014), Plenary session speaker: "Assessing the impact of higher education on national competitiveness," Annual Conference of the American Society for Competitiveness, Washington, D.C., October. Waheeduzzaman, A. N. M. (2014), "Do we need democracy to enhance our national competitiveness," Institute of Business Administration, Dhaka University, Dhaka, Bangladesh, January 7, 2014. Waheeduzzaman, A. N. M. (2013), "From bottomless basket to a middle-income economy -What Bangladesh could do to enhance her international competitiveness," Institute of Management Consultants of Bangladesh, Dhaka, Bangladesh, January 7. Waheeduzzaman, A. N. M. (2012), "Competitiveness of Bangladesh as an Emerging Market," United International University, Dhaka, Bangladesh, March 11. Waheeduzzaman, A. N. M. (2010), "Emerging Nations in a Globalized World," Executives Club, Texas A&M University -Corpus Christi, March 10. Waheeduzzaman, A. N. M. (2009), "Understanding the Impact of Emerging Nations in a Globalized World," World Affairs Council of South Texas, October. Waheeduzzaman, A. N. M. (2009), "Trade and Competitiveness of Bangladesh," Rotary Club of Dhaka, Bangladesh, August. Waheeduzzaman, A. N. M. (2008), "Understanding the Impact of Emerging Nations," Delta Sigma Pi, Texas A&M University -Corpus Christi, October. Dissertation Supervisor and External Evaluator Serve as committee member/external reviewer for Ph.D. students at TAMUCC, Thammasat University, National Institute of Industrial Engineering, India and Aligarh Muslim University, India. Serve as external reviewer for tenure and promotion candidates at Texas A&M University, University of Pennsylvania Harrisburg, and Duquesne University. TAMUCC Committees/Institutions Currently Serving Chair, International Education Committee, 2016 -present. Graduate Council, 2017 -present. Member, Adhoc Faculty Performance Committee, 2015 -present. College of Business Committees Serving/Served at TAMUCC 11 Adhoc Faculty Performance Committee, 2015-2018. Member, Faculty Qualification Committee, 2015-2017. Member, MBA Task Force, 2013-2016. Chair/Co-Chair, Faculty Research Seminar, 2004-11. Member, Post -tenure Review Committee, 2012-15. Member, Grade Appeals Committee, 2016. Member, Post Tenure Review Committee, 2010-13. Member, Library Committee, 2001-06. Member, COB Assessment Committee, 2001-07. Member, Graduate Advisory Committee, 2000-03, 2006-08. Member, Tenure and Promotion Committee, 2003-05. Member, Accelerated/EMBA Task Force, 2001-02. Member, Math Task Force, 2004-05. University Committees Serving/Served at TAMUCC Chair, International Education Committee, 2016 -present. Member, Graduate Council, 2017 -present, 2001-03. Chair, Faculty Development Leave Committee, 2010-2012. Chair, Budget Analysis Committee, Faculty Senate, 2006-08. Member, Globalization Group -Strategic Planning Task Force, 2013-14. Member, Emerging Research Task Force, 2003. Member, Honorary Degree Committee, 2006-08, 2013-15. Member, Steering Committee for International Initiatives, 2006. Member, Institutional Review Board, 2003. 12 Senator (representing the College of Business), Faculty Senate, 2004-08. Member, University Scholarship Committee, 2006-09. Member, Academic Council, 2006-08. Member, University Library Committee, 2001-2003. Service at Other Universities Head of Graduate Program and Director, MBA Program, North South University. Designed and implemented MBA program following the AACSB guidelines. Have administered the program for two years. 1997-99. Provided a formal structure to the School of Business. Chair, School of Studies, North South University. 1998-99. Was instrumental in developing an academic calendar, teaching credit system, faculty tenure and promotion criteria, and a strategic plan for the university. Member of various committees of the university including University Porichalona Porishod (Management Board), Academic Council, Finance Committee, Selection Committee, and Curriculum Committee. Vice Chair, Faculty Senate, University of New Haven, 1996-97. Also served as Senator for 3 years (1994-97) representing the School of Business. Participated actively in university administration. Member, Mission Steering Committee, School of Business, University of New Haven. The mission developed by the committee was eventually accepted as the mission of the School of Business that led to its AACSB candidacy for accreditation. Member, MBA Planning and Review Committee, School of Business, University of New Haven. 1996. This committee was responsible for designing an MBA program as per AACSB guidelines. Member, External Affairs Committee, University of New Haven. This committee was responsible for evaluating University of New Haven's academic programs in Israel, Greece, Cyprus, and other places. Member, Academic Standards Committee, University of New Haven. This committee oversees the academic standards of various programs of the university. Consulting (Partial List) Conducted market surveys, estimated demand and market potential, designed competitive strategy, and developed training programs in marketing and international business. Have strong statistical/quantitative and computer background. Partial lists of organizations consulted are given below. Phillips (Bangladesh) Ltd.: Market survey for electric bulbs, fluorescent tubes, audio and audio- visual products. 1984. American Express International Banking Corporation: Feasibility of setting up a joint venture computer service industry. 1981. 14 Bangladesh Textile Mills Corporation (BTMC): Investment feasibility of balancing and modernization of selected textile mills. 1983. International Committee of Management of Population Programs (ICOMP), Malaysia and Bangladesh Association for Community Education (BACE), Dhaka: Development of seven leadership and management training workshops for the urban and rural women leaders of Bangladesh. 1986. DISTINCTIONS, AWARDS AND HONORS Teaching Awards Teaching Excellence Award, 2013-14, College of Business, Texas A&M University -Corpus Christi. Nominated for university teaching excellence award. Outstanding Teaching Award (2000-2001), College of Business, Texas A&M University -Corpus Christi. Distinguished Teacher Award (1995-96), awarded by the President of the University of New Haven. Received a certificate and cash reward. Research Awards University Excellence Award in Research for 2011-12, Texas A&M University -Corpus Christi. Faculty Research Enhancement Grant, College of Business, Texas A&M University -Corpus Christi, 2006-07. Project title: Is the Consumption of Durables in Developed and Emerging Markets Converging? Faculty Research Enhancement Grant, Texas A&M University -Corpus Christi, 2004-05. Project title: Modernization, Convergence and Durables: A Comparative Inquiry of the Developed and Emerging Markets. Faculty Research Enhancement Grant, Texas A&M University -Corpus Christi, 2002-03. Project title: Penetration of Consumer Durables in Emerging Markets: Socioeconomic Influences Reconsidered. Faculty Research Enhancement Grant, College of Business, Texas A&M University -Corpus Christi, 2003-04. Project title: Competitiveness of Business Schools: A Quest for a Framework. Research Grant, the Asia Foundation, Dhaka, Bangladesh, 1999. Project title: "Facilitation of Trade and Investment among Bangladesh, India and Nepal: Sub -Regional Cooperation and Competitiveness." 15 Research Grant, Kyoto University, Japan, 1999. Project title: "(Un)ethical Behavior in Business: A Reward Punishment Probability Framework." Summer Research Grant, University of New Haven, 1996-97. Project title: Dimensions of International Competitiveness. Service Awards Outstanding Faculty Award in International Education, Texas A&M University Corpus Christi, 2017. Recognition for Social Media Contribution, American Society for Competitiveness, 2016. Senior Fellow, American Society for Competitiveness, 2013. Received a Certificate of Appreciation by the Mayor, City of Corpus Christi, for Service in the Library Board for six years (2002-08), 2008. Service Award, International Management Development Association, 2007. Academic Honors Alpha Mu Alpha, national honor society for marketing scholars, American Marketing Association, Kent State University, 1992. Beta Gamma Sigma, national honor society for business graduates, George Washington University, 1988. Phi Beta Delta, national honor society for international scholars, Kent State University, 1991. Sigma Beta Delta, national honor society for business majors, University of New Haven, 1996. Doctoral Consortium Fellow, Academy of Management. Dean's nomination, College of Business Administration, Kent State University, 1991. University Merit Scholarship, Dhaka University, Bangladesh, 1978-79. Ranked 1st in MBA (Marketing). Ranked 7th (out of about 50,000 students) in Higher Secondary School Certificate Examination in Rajshahi Board, Bangladesh, 1972. 16 COMMUNITY AND EXTRA -CURRICULAR Member, Corpus Christi Library Board, 2002-08. Appointed by the Mayor of the City. Represented Bangladesh in the D-8 Expert Group Summit on International Marketing and Trade, Cairo, Egypt, 1999. Nominated by the Ministry of Commerce, Government of Bangladesh. Represented George Washington University in International Leadership Workshop organized by Foreign Students Service Council, Washington, D.C. 1987. Chairman, Alumni Affairs, Institute of Business Administration (IBA), Dhaka University. 1982- 85. Organized the Alumni Day and the Reunion in 1983-84. Also was the Treasurer, IBA Alumni Association, Dhaka University. 1983-85. Vice President, Old Rajshahi Cadets Association, 1998. Was the General Secretary for the same association during 1976-78. Organized the 3rd Reunion for the old cadets in 1978. Troop Leader, Rajshahi Cadet College scout troop that won district championship in 1968, divisional trophies in 1969, and (the then) all -Pakistan national championship trophy in first aid in 1970. 17 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management jimd@cctexas.com (361) 826-1909 Mike Markle, Police Chief M ikeMa(a�cctexas.com 361-886-2601 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2cctexas.com (361) 826-3169 Lease Purchase of Vehicles for Police Department CAPTION: Motion authorizing the lease purchase of four Ford F-150 crew cab trucks from Silsbee Ford Inc. of Silsbee, Texas, plus two Nissan Rogue SUVs and three Altima sedans from Gunn Chevrolet Ltd of Selma, Texas for the Police Department for a total amount not to exceed $219,991.30. PURPOSE: This item is to approve the lease purchase of nine vehicles for the Police Department. BACKGROUND AND FINDINGS: The Police Department has been renting vehicles from Enterprise for investigative operations since 2009. However, after an internal review of this practice, the department has determined that it is much more cost effective to lease purchase vehicles Utilization of the BuyBoard cooperative provides competitive pricing for the City through competitive procurements that are in compliance with Texas local and state procurement requirements. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Financing for the lease purchase of these vehicles is based on a sixty -month term with an estimated interest rate of 4.20% for an annual estimated payment of $43,798.32. The total estimated cost over the five-year period, including principal of $197,215.75 and interest of $21,775.55, is $218,991.30. A not to exceed tolerance of $1,000.00 has been added to the interest amount to allow for the possible fluctuation of the interest rate, for a total amount not to exceed. Total Lease Purchase Price: Total estimated allowable interest for Lease: Grand Total: $197,215.75 $ 22,775.55 $219,991.30 CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $112,421.95 $209,041.72 $321,463.67 Encumbered / Expended Amount $39,079.15 $0.00 $39,079.15 This item $10,949.58 $209,041.72 $219,991.30 BALANCE $62,393.22 $0.00 $62,393.22 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price List PRICE SHEET CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO Vehicles for Police Department BuyBoard Contract No. 521-16 Gunn Chevrolet, Ltd Selma, Texas ITEM DESCRIPTION UNIT UNIT PRICE EXTENDED PRICE 1 2019 Nissan Rogue (22119) FWD S 2 $20,398.75 $40,797.50 2 2019 Nissan Altima (13119) 2.5 S Sedan 3 $20,077.75 $60,233.25 Total Price $101,030.75 Silsbee Ford Silsbee, Texas ITEM DESCRIPTION UNIT UNIT PRICE EXTENDED PRICE 1 2019 Ford F-150 Crew Cab Trucks, 3.3L V6 4 $23,946.25 $95,785.00 2 BuyBoard Administrative Fee 1 $400.00 $400.00 Total Price $96,185.00 Grand Total for All 12 Vehicles $197,215.75 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief RRocha(a�cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2cctexas.com (361) 826-3169 Battery Replacements for CCFD CAPTION: Motion authorizing a one-year service agreement for battery replacements with Noyesmen, Inc., dba Interstate Batteries of South Texas, of Corpus Christi, Texas, for an amount not to exceed $27,618.70, with two one-year options for a total potential multi- year amount of $82,856.10. PURPOSE: This item is to approve the purchase, service and delivery of battery replacements for CCFD. BACKGROUND AND FINDINGS: The Fire Department's Fleet Maintenance Division has a need for a service contract for vehicle batteries. This service agreement will allow the Contractor to provide battery replacements in a timely manner to the warehouse for use in the emergency response units. Emergency response units equipped with batteries have a history of durability and a warranty that is critical to rapid replacement. Vehicle batteries used in the fleet have drained quickly due to the abundant amount of electronics that are required on these units. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one responsive, responsible bid, and is recommending the award to Noyesmen, Inc., dba Interstate Batteries of South Texas. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Fire FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $586,581.48 $11,507.79 $598,089.27 Encumbered / Expended Amount $242,653.13 $0.00 $242,653.13 This item $16,110.91 $11,507.79 $27,618.70 BALANCE $327,817.44 $.00 $327,817.44 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreements City of Corpus Christi Purchasing Division Buyer: Minerva Alvarado Bid Tabulation RFB No. 1937 Battery Replacement for CCFD Total $27,618.70 Noyesmen, Inc., dba Interstate Batteries of South Texas Corpus Christi, TX Item Description Unit QTY Unit Price Total Price 1 31-MHD (950 CCA) Ea 60 $115.95 $6,957.00 2 MTZ-48/H6 (730 CCA) Ea 50 $207.95 $10,397.50 3 MTZ-65 (770 CCA) Ea 18 $218.95 $3,941.10 4 MTX-94-R/H7 (850 CCA) Ea 18 $195.95 $3,527.10 5 MT -59 Ea 10 $95.95 $959.50 6 MTP -90/T5 Ea 4 $92.95 $371.80 7 MTP -96R Ea 6 $100.95 $605.70 8 SP -35 Ea 20 42.95 $859.00 9 Core Charges Ea 50 $0.00 $0.00 Total $27,618.70 SERVICE AGREEMENT NO. 1937 Battery Replacement for CCFD THIS Battery Replacement for CCFD Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Noyesmen Inc., dba Interstate Batteries of South Texas ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Battery Replacement for CCFD in response to Request for Bid/Proposal No. 1937 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Battery Replacement for CCFD ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $27,618.70, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Ernie Villarreal Fire Department Phone: 361-826-8424 ErnieV@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Ernie Villarreal Title: Fire Captain 1501 Holly Road, Corpus Christi, Texas 78417 Phone: 361-826-8424 Fax: 361-826-4451 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Interstate Batteries of South TX, dba Noyesmen, Inc. Attn: Justin Casarez Title: Sales Manager 4903 Ambassador Row, Corpus Christi, Texas 78416 Phone: 361-854-5000 Fax: 361-854-5415 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 25, Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties CONTRACTOR ? Signature: Printed Printed Name: us/i\ s-e-reZ. Title: cA/P5 , .�«A.gcr Date: i I ii/ CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance — Purchasing Division Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment De Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1848 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 Attachment A: Scope of Work 1. General Requirements/Background Information The Contractor shall provide Battery Replacement Services for the Corpus Christi Fire Department twice monthly, but not limited to emergency deliveries including after hours, holidays and weekend, as may be required in some circumstances. Services will include unforeseen needs for the department. Battery replacement include, Rescue vehicles, EMS vehicles, and Staff vehicles. 2. Scope of Work A. The Contractor shall remove, replace, and dispose/recycle batteries in a designated area. B. The Contractor shall provide battery removal and disposal to an EPA approved facility, with all tracking documentation. C. The Contractor shall provide a battery monitoring system - detailed report of service activities completed during the battery replacement visit, to include request for maintenance number (RFM) and unit number. D. The Contractor shall test CCA (cold crank amp) with CCFD test equipment and batteries must test to specified cold cranking amps, with no exceptions. E. Stock should be rotated a minimum of every three months or when batteries do not test to specifications. F. The Contractor shall provide battery replacement services on a per battery basis. G. The Contractor shall keep batteries in an environment that adheres to manufacturer defined specifications. 3. Work Site and Conditions A. Pick-up and Delivery: The Contractor is required to check and restock on a twice monthly schedule to the Corpus Christi Fire Department. Technician will re -stock and remove any used and out dated batteries at the battery staging area. Page 1 of 3 B. Schedule: Pick-up and Delivery time shall be between 8:00am and 5:00pm CT. The Contractor must immediately contact the Contract Administrator to resolve or request any deviations in the schedule. C. Holidays: Contract services are not required on City observed holidays. When a holiday falls on a Sunday, the following business day shall be considered a holiday. When any holiday falls on a Saturday, the preceding Friday shall be considered a holiday. In addition, any day may be designated a holiday by proclamation of the Mayor, upon approval of the City Council. CITY RECOGNIZED HOLIDAYS 1. The first day of January (New Year's Day) 2. The last Monday of May (Memorial Day) 3. The fourth day of July (Independence Day) 4. The first Monday of September (Labor Day) 5. The fourth Thursday and Friday of November (Thanksgiving Day) 6. The 25th day of December (Christmas Day) 4. Safety Requirements A. Contractor shall keep metal tools and other metallic objects away from batteries. B. Contractor shall inspect for defective cables, loose cables, corrosion, cracked cases or covers, loose hold-downs and deformed or loose terminal posts. C. Contractor shall replace worn or unserviceable parts. D. Contractor shall wear all personal protective equipment (PPE) while handling batteries. 5. Special Instructions A. Contractor is to dispose of batteries that are old, damaged, and defective, Batteries will be handled as universal waste. B. Warranties: Each battery without limitations, will be guaranteed against defects in material and workmanship for a term no less than 12 months, or the manufacturers standard warranty, whichever is longer. C. Pricing includes all expenses including labor and travel. Page 2 of 3 D. Contractor shall be responsible for freight to return defective or incorrect items. E. Consignment rack should stock the following batteries at all times: 6 each - 31 MHD, 6 each - MTZ-48/H6, 4 each - MTX-94-R/H7, and 2 each - MTZ -65 F. Contractor will charge core charge if no battery is exchanged when battery is dropped off. Page 3 of 3 Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administrator (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part B of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY (Including Cleanup and Remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate Page 1 of 3 3. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A - VII. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 5. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. 6. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor'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 contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing - Fire Department Battery Replacement Services Bi -Weekly 11/2/2018 sw Risk Management No Bond required for this service. Page 3 of 3 Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 1937 Battery Replacement for CCFD Date: 11/13//$ Bidder: -N + d t&+fect'P5 vc5b, '. Authorized Signature: PAGE 1 OF 1 1. Refer to "instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. *Quantities shown are estimates only. Item Description UNIT QTY Unit Price Total Price 1 31-MHD (950 CCA) EA 60 1/5".96 Gq 51 o0 2 MTZ-48/H6 730 CCA) EA 50 10 7,5-- 10 3 9 7,50 3 MTZ-65 (770 CCA) EA EA EA 18 18 10 1,82.`15 1 g5, `i5 95,85 3 9Y/./0 3517. (0 955, 50 4 MTX-94-R/H7 (850 CCA) MT -59 5 6 MTP -90/T5 EA 4 82,15 371,8° 7 MTP -96R EA 6 100.95 6o5,70_ 8 SP -35 EA 20 `(2, 95 657,00 9 Core Charges EA 50 loo 4 b Total 776aS,70 Attachment D: Warranty Requirements Each battery without limitation, will be guaranteed against defects in material and workmanship for a term no less than 12 months, or the manufacturers standard warranty, whichever is longer. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Becky Perrin, Interim Director, Parks and Recreation Department BeckyP@cctexas.com 361-826-3464 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 HEB Tennis Center Management and Program Services for Parks and Recreation ] CAPTION: Motion authorizing a five-year service agreement for HEB Tennis Center Management and Program Services with Sweet Spot Tennis, LLC of Corpus Christi, Texas for a management fee of $4,250 per month for a not to exceed five-year total amount of $255,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. PURPOSE: This item is to approve a five-year service agreement with Sweet Spot Tennis, LLC to manage and operate the HEB Tennis Center for the Parks and Recreation Department. BACKGROUND AND FINDINGS: The HEB Tennis Center, located at 1520 Shely Street in Corpus Christi, Texas 78404, is currently under a temporary agreement with Sweet Spot Tennis, LLC to continue operation of the tennis center until February 28, 2019. In 2017, Staff brought a recommendation forward to Council to award tennis center contracts to TOPS Tennis. Council voted down these contracts and directed Staff to re - procure the contracts with changes in approach to make the centers operate more like the golf complex and attempt to create a more self-sustaining operation. Council also asked that only proposals from local firms be considered. Staff researched other Cities' contracts and met with local tennis professionals to revamp the contract to shift more of the responsibility to the Contractor while providing an avenue to achieve more revenue to move towards a more self-sustaining operation. The Purchasing Division conducted a competitive Request for Proposal process to obtain proposals from qualified firms to provide HEB Tennis Center Management and Program Services and four proposals were received on November 28, 2018. Although all four proposals were deemed responsive and complete, only three proposals met the minimum qualifications under the pass/fail system as evaluated by a five -member evaluation committee. The three proposers whose proposals met the minimum qualifications, moved on to the interview process and a final overall score was developed for each firm based on the published criteria. Based on the final scores and ranking, Cliff Drysdale Management was recommended for award by Staff. However, on January 11, 2019, the firm decided to withdraw their proposal and forego recommendation for award. The remaining firms were overbudget; therefore, the next step was to proceed to the "Best and Final Offers" (BAFOs) phase of the evaluation process and invite the proposers to submit their BAFOs. After careful re- evaluation following receipt of all the BAFOs, it was determined that Sweet Spot Tennis, LLC ranked the highest within budget for the HEB Tennis Center. Staff recommends award to Sweet Spot Tennis, LLC. This new contract has allowed for monthly cost to the City to bring us closer to a self- sustaining status. In addition, tennis user fees were set in the contract to minimize concerns by the public of cost to use the facilities. These fees can only be changed with City approval. Staff has moved toward fulfilling Council recommendations. ALTERNATIVES: No viable alternative exists OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Parks and Recreation Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $49,656 $225,250 $274,906 Encumbered / Expended Amount $8,276 $0.00 $8,276 This item $29,750 $225,250 $255,000 BALANCE $11,630 $0.00 $11,630 Fund: General Fund Comments: RECOMMENDATION: Staff recommends the approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix SERVICE AGREEMENT NO. 1867 HEB TENNIS CENTER MANAGEMENT AND PROGRAM SERVICES THIS HEB Tennis Center Management and Program Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Sweet Spot Tennis, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has submitted a proposal to provide management and operational services for the HEB Tennis Center in response to City Request for Proposal No. 1867 ("RFP") which RFP and the Contractor's proposal are incorporated by reference in this Agreement as Exhibits 1 and 2 respectively, as if each were fully set out here in its entirety; NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide HEB Tennis Center Management and Program Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, and the City's RFP No. 1867 the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for five years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. 3. Compensation. The City will pay the Contractor $4,250.00 per calendar month as shown in Attachment B for Services completed and accepted by the City within 30 days of receipt of an acceptable invoice. In the event the initial term does not begin at start of a calendar month the initial monthly invoice shall be paid on a pro rata basis. The Contractor shall retain 100% of all revenue earned by the Contactor at the Center. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Becky Perrin, Assistant Director Parks & Recreation Department (361) 826-3498 BeckyP@cctexas.com Page 1 of 7 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. (B) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or Page 2 of 7 specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Right to Review and Audit. Contractor grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Contractor's records relating to performance of the Services during this term of this Agreement and during the 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. City agrees that it shall exercise its right to audit, examine or inspect Contractor's records only during Contractor's regular business hours. Contractor agrees to retain its records, as described in section 1.4 of Attachment A, for a minimum Page 3 of 7 of four years following termination of this Agreement. Contractor shall include this audit clause in any subcontractor contract. 17. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand - delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Becky Perrin, Assistant Director Parks & Recreation Department 1201 Leopard St., 2nd Floor, Corpus Christi, TX 78401 Fax: (361) 826-3864 IF TO CONTRACTOR: Sweet Spot Tennis, LLC Attn: Gerald Stephen Tjon-A-Joe, Owner Email: gtjonajoe©stx.rr.com 1520 Shely Street Corpus Christi, TX 78404 18. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION Page 4 of 7 OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 19. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement and its attachments, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement; then, B. its attachments. 23. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. Contractor shall not boycott Israel during the term of this Contract as required by Texas Government Code Chapter 2270. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is Page 5 of 7 the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Page 6 of 7 CONTRACTOR Signature: Printed Name: Title: QDxrrc_-�- S��^ Date: 1-- ? Z --20 l q S CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Pricing Attachment C: Insurance/Bond Requirements Incorporated by Reference Only: Exhibit 1: RFP No. 1867 Exhibit 2: Contractor's proposal Page 7 of 7 Attachment A - Scope of Work 1.1. Background The HEB Tennis Center ("The Center"), located at 1520 Shely Street, Corpus Christi, Texas 78404, is a full service municipal tennis center which offers quality courts for play, private, semi -private and group lessons, leagues, tournaments, a full line of tennis apparel, accessories and professional stringing. The Center features 25 lighted courts of which 3 are covered, a large pro shop, a lounge and a locker room. 1.2. General Requirements The Contractor will be required to provide the day to day operations of the facilities. This includes everything to operate the centers except capital improvements to the facility. 1.3. Scope of Work A. Contractor shall operate the Center in conformity with the laws of the State of Texas and ordinances, rules and regulation of the City of Corpus Christi. B. Contractor shall operate, manage, and maintain the Center, including without limitation, all activities on the courts, the club house, and adjacent grounds area and in the locker/restroom. C. Fee Schedule and Additional Programing Fees: 1. Contractor shall adequately publish and enforce all fees, activities and rules governing the playing of tennis conducted at the Center. All fees must be in accordance with the approved Fee Schedule attached as Al. Contractor may not charge any other fees without prior written approval of the Contract Administrator. The Contractor shall retain 100% of all revenue earned by the Contractor at the Center. 2. Any additional programing fees not listed in the City Tennis Fee Schedule including, but not limited to; camps, classes, leagues and tournaments shall be classified as a Pilot Program. All Pilot Programs shall be submitted for approval to the Director of Parks and Recreation or Designee prior to conducting the program. If approved, the program fee will be set by the Parks and Recreation Department as a Pilot fee and the Contractor will be able to run the desired program as a pilot program. All successful Pilot programs will be presented for approval by City Council during the annual approval of fees. If approved, the fee and program will be added to the City Fee Schedule. At that point, it will no longer be considered a pilot program. If the program is not approved, the Contractor will not be able to continue the program for the following fiscal year. Page 1 of 10 D. Contractor shall employ a sufficient number of employees to assist in conducting lessons, operating the Pro Shop, and scheduling courts. All employees shall be employees of the Contractor, not the City. E. Contractor shall ensure all employees conduct themselves in an orderly manner and in keeping with the conduct required of employees in service organizations. Contractor shall ensure that employees do not consume intoxicating substances. Contractor and its employees shall use language and conduct that is suitable to families and youth. F. None of the contract services may be subcontracted without the prior written approval of the Contract Administrator. G. Contractor and any assistants, subcontractors or support personnel shall complete a national background history check at its cost prior to instructing or working at the Center. The City shall retain the right to prohibit anyone from working on this agreement based on the results of the background check. H. Contractor will provide suitable signage at the Pro Shop advising the public that the business activity is operated by the Contractor as an independent contractor and not operated by the City. I. Contractor shall organize, promote, recruit and conduct local, state, and United States Tennis Association (USTA) sanctioned tennis tournaments and other tournaments. J. Contractor shall be granted the exclusive right to operate a Pro Shop at the Center including the right to: 1. Sell Merchandise 2. Rent rackets, ball machines, buckets of balls 3. String and repair rackets 4. Operate a food and drink concession Contractor must maintain rental tennis rackets, ball machines and buckets of balls for public use. K. Contractor shall make a minimum of two tennis courts available to the public at all times. This includes but is not limited to days in which tournaments, leagues and lessons are being conducted. L. Contractor must post a schedule of hours of operation at the facility and file a copy with the Contract Administrator. M. Contractor must notify the Contract Administrator of all dangerous conditions or special defects. Contractor must not use, or allow to be used, any areas of the Center which has dangerous conditions or special defects. Page 2 of 10 N. Contractor shall be responsible for all janitorial services. Janitorial services include but are not limited to the following: 1. Picking up all trash located on the premises. Trash is defined as any discarded, unwanted, or worthless material or object. 2. Keeping unwanted debris and water off the courts. 3. Cleaning all buildings on premises, including pro shop, restrooms, locker rooms and storage rooms. 4. Mowing and edging all the grass located on the premises in accordance with City Standards. 5. Trimming all trees and shrubs located on the premises in accordance to City Standards. 0. Contractor shall be responsible for all minor repairs at the Center. "Minor repairs" is defined as cosmetic, nonstructural repairs. This includes but is not limited to window screens, nets, water coolers and benches. P. Contractor shall make no alterations to the Center without the Contract Administrator's prior written approval. Q. The City is responsible for all Center maintenance, including utilities and major repairs, subject to annual appropriation of funds. "Major repairs" is defined as non -cosmetic, structural repairs to the Center. This includes but is not limited to A/C repair, fencing, and lights. Contractor shall allow the City or its designee's entrance to the Center during normal operating hours for maintenance or repairs. In consideration of this, it is agreed that the Contractor must make no claim for any damages against the City for loss of income due to the City's failure to make any repairs or failure to perform maintenance. 1.4. Record Keeping A. Contractor shall keep accurate books of account of all Earned Revenue collected. The books of account will be open for inspection, copy, or audit by the City Manager or designee at all times. All transactions should be accurately and fairly reflected in books and records, in reasonable detail and supported by original documentation. Electronic records shall be kept in a form that is non - erasable, non-rewritable, organized, and immediately produced or reproduced. All books of account and backup documentation must be available to the Contract Administrator for review during the City's business hours. B. Contractor shall have underlying documentation for all Earned Revenue. This includes but is not limited to: Contractor's monthly statement, cash register tables, purchase orders, invoices and sales receipts. The following documentation must be preserved by the Contractor during the contract term: Page 3 of 10 1. Contractor shall keep on file all background checks for all current and past employees. The City shall retain the right to prohibit anyone from working on this agreement based on the results of the background check. 2. Contractor shall keep daily court reservation sheets. Contractor must turn in reservation sheets to be reviewed upon City request. C. Customer service surveys must be made available to all participants of the facility. Surveys or copies of any completed surveys will be turned in upon City request. Receiving low scoring surveys or customer service complaints will not necessarily result in a "Needs Improvement" rating. D. The City shall conduct random audits throughout the year. Contractor will have two weeks to submit all documentation. Failure to comply may result in the termination of the contract. 1.5. Reporting A. Contractor shall furnish the Contract Administrator with a monthly statement of all Earned Revenue generated at the facility on or before the tenth day of each month during the contract term. B. Contractor must submit to the Contract Administrator a monthly schedule of all programs and activities for the forthcoming month. The schedule must identify, at a minimum, leagues, lessons, youth and adult programs, tournaments by dates and estimated hours of operation. The monthly schedule must be submitted to the contract administrator before the first day of the forthcoming month. C. Contractor shall submit all documents covered in this section in accordance with the time stated above. Failure to comply may result in the termination of the contract. 1.6. Contractor Performance Review A. Contractor performance reviews will take place quarterly; four times per contract year to review the following items: 1. Facility Inspections - Random facility inspections will be performed by the City quarterly. Areas to be reviewed are: cleanliness of pro shop and restrooms/locker rooms, court maintenance, premises maintenance, fire safety compliance, and hours of operation. See Attachment A-2 Tennis Center Facility Inspection Form. 2. Programming and Revenue Targets - Number of participants; types of programs being offered; a breakdown on the types of tournaments; lesson revenue and court hours used for adults, junior, leagues, mixers/social groups and tournaments. During the review, the Contractor must bring all programing information above and/or present documentation that an effort was made to offer these services. See Attachment A-3 Tennis Center Programming Form. Page 4 of 10 1.7. Grading Factors Contractor shall maintain an 85% or above on both of the areas listed under the Contractor Performance Reviews. If the Contractor does not meet expectations on both items, the Contractor will receive a "Needs Improvement" rating and will be given the opportunity to raise this to a passing grade. Failure to improve grade upon further opportunity may result in the termination of this contract. 1.8. Facility User Agreements All Facility User Agreements shall be presented to the Director of Parks and Recreation for review and approval. 1.9. Landscaping and Trash Pickup Responsibilities Contractor shall be responsible for all landscaping and trash pickup responsibilities within the perimeter as outlined in red on the attached HEB Tennis Center Site Map. Page 5 of 10 HEB Tennis Center Site Map The Contractor is responsible for all landscaping and trash pickup within the perimeter boundaries. Perimeter Boundaries are outlined in . Page 6 of 10 SCOPE OF WORK ATTACHMENT A-1 Proposed City Tennis Fee Schedule A, Annual and Semi -Annual Fees Fee Unit Adult Annual $ 160.00 per/year Adult Semi -Annual $ 110.00 per/6months Youth Annual $ 75.00 per/year Youth Semi -Annual $ 60.00 per/6months Family Annual $ 300.00 per/year Family Semi -Annual $ 160.00 per/6months Non -Resident (3 Month Pass) $ 60.00 per/3months B. Court Fees Outdoor Open Play (per/player) $ 3.00 per/1.5hrs Private Lesson (court fee) $ 1.50 per/hrs Semi -Private/ Group Lesson (court fee) $ 1.50 per/hrs Covered Pavilians (HEB) Adult Open Play (per/player) $ 7.00 per/1.5hrs Private Lesson $ 4.50 per/hrs Semi -Private/ Group Lesson (court fee) $ 2.25 per/hrs C. Lesson Fees Director of Tennis PrivateTennis Lessons $ 60.00 (per/hr) PrivateTennis Lessons $ 45.00 (per/45min) PrivateTennis Lessons $ 30.00 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 30.00 (per/hr) Group Lesson (per/player) (3 player) $ 20.00 (per/hr) Group Lesson (per/player) (4+ player) $ 15.00 (per/hr) Head Pro PrivateTennis Lessons $ 50.00 (per/hr) PrivateTennis Lessons $ 25.00 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 25.00 (per/hr) Group Lesson (per/player) (3 player) $ 18.00 (per/hr) Group Lesson (per/player) (4 player) $ 16.00 (per/hr) Group Lesson (per/player) (5+ player) $ 12.00 (per/hr) Assistant Pro PrivateTennis Lessons $ 45.00 (per/hr) PrivateTennis Lessons $ 22.50 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 22.50 (per/hr) Page 7 of 10 Proposed City Tennis Fee Schedule Group Lesson (per/player) (3 player) $ 15.00 (per/hr) Group Lesson (per/player) (4 player) $ 12.00 (per/hr) Group Lesson (per/player) (5+ player) $ 10.00 (per/hr) D. League Fees USTA Sanctioned Leagues Adult 18 & Over Leagues (2 singles & 3 doubles) $ 57.00 per/league match Adult 40 & Over Leagues (2 singles & 3 doubles) $ 57.00 per/league match Adult 55 & Over Leagues (3 doubles) $ 43.00 per/league match Mixed 18 & Over Leagues (3 doubles) $ 43.00 per/league match Mixed 40 & Over Leagues (3 doubles) $ 43.00 per/league match E. Facility Rental Fees HEB Tennis Center 22max courts (Full day more than 6hrs) $ 600.00 per/rental 22max courts (Half day less than 6hrs) $ 300.00 per/rental 11max courts (Full day more than 6hrs) $ 300.00 per/rental llmax courts (Half day less than 6hrs) $ 150.00 per/rental Al Kruse Tennis Center lOmax courts (Full day more than 6hrs) $ 300.00 per/rental lOmax courts (Half day less than 6hrs) $ 150.00 per/rental Page 8 of 10 Tennis Facility Employee on Site City Staffs Name Scope of Work Attachment A-2 Tennis Centers Facility Inspection Form Date Is the pro -shop clean and free of trash and debris? 2 Are the days and hours of operation clearly visible on the door or window? 3 Is information about programs/tournament/clinics offered clearly displayed? 4 Are the fire extinguishers and First Aid Kits current on inspections and readily accessible? 5 Have the AC/Heating filters been cleaned or changed? 6 Is the staffs appearance clean/appropriate for a tennis center? 7 Are storage areas organized and maintained? 8 Are Restrooms clean and properly stocked? 9 Are locker rooms clean and in sanitary condition? 10 Is there a fire evacuation plan posted in a conspicuous location? 11 Are the courts free of debris? 12 Are the benches in good condition and available to every court? 13 Are the windscreens in goad condition and secured to the fence? 14 Are the nets and center straps all in good playable condition? 15 Is a backboard available to the public and In good condition? 16 Is the grass mowed and properly edged? 17 Are the trees trimmed in accordance to City Standards? Notes: Yes No LI DI El CI El CI El El El El CI CI CI CI CI CI El CI CI CI El El El CI CI CI El El CI CI CI CI CI CI Each question is worth 1 pt. Add up all boxes checked yes and divide by the total number of questions. SCORE / 17 Page 9 of 10 GRADE Tennis Facility Employee on Site City Staff's Name Scope of Work Attachment A-3 Tennis Centers Programming Form 1 Does the tennis center offer tennis Open Play to the public? 2 Does the tennis center offer tennis lessons? 3 Does the tennis center offer tennis leagues? 4 Does the tennis center offer tennis tournaments? 5 Annual revenue generated at the facility? Notes Date 1 2 3 4 ❑ ❑ ❑ ❑ ❑ DD ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ SCORE 1 20 GRADE Grading Scale Pts Does the tennis center offer tennis Open Play to the public? i Less than 500 open court fees reported, {number of players not revenue generated} 2 500.999 open court fees reported, (number of players not revenue generated) 3 1,000.1,500 open court fees reported, {number of players not revenue generated} 4 More than 1,500 open court fees reported, (number of players not revenue generated) Pts Does the tennis center offer tennis lessons? 1 Generated less than $25,000.00 in revenue from lessons 2 Generated $25,000.00.$49,999.99 in revenue from lessons 3 Generated $50,00000-$99,999.99 in revenue from lessons 4 Generated more than $100,000.00 in revenue from lessons Pts Does the tennis center offer tennis leagues? 1 Less than 5 leagues offered at the tennis center 2 5-9 leagues offered at the tennis center 3 10-14 leagues offered at the tennis center 4 More than 15 leagues ofFered at the tennis center Pts Does the tennis center offer tennis tournaments? 1 Less than 5 tournaments a yea r 2 5-9 tournaments a year 3 5-9 tournaments a year including at least 1 national tournament 4 10+tournaments a year including at least 1 national tournament Pts Annual Revenue Targets 1 Less than $150,000.00 revenue generated 2 5150,000.00 - $199,999.99 revenue generated 3 $200,000.00 - $249,999.99 revenue generated 4 More than $250,000.00 revenue generated Page 10 of 10 Attachment B - Pricing DATE: 1- G.4,3„\C i=-)ls PROPOSER CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP No. 1867 HEB Tennis Center Management and Program Services NATURE PAGE 1 OF 1 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. in submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an'Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ITEM DESCRIPTION QTY UNIT UNIT PRICE TOTAL PRICE 1.0 Management Fee to include all expenses and fees to operate the Center, excluding anticipated 60 Months i_ 5L, 6-5 Ooo `` revenue BAFO 1-14.19 Attachment C - Insurance/Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE REQUIREMENTS A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Aircraft Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, Aircraft Liability and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Purchasing Parks & Recreation Tennis Centers - Al Kruse & HEB Tennis Centers Management 01/18/2019 sw Risk Management BOND REQUIREMENTS: No bond requirements necessary for this service agreement; Section 5. (B) is null for this Service Agreement. RFP No. 1867 - HEB Tennis Center Management & Program Services Sr. Buyer: John Elizondo Proposal Evaluation Pts. Tennis Success, Inc. Sweet Spot Tennis, LLC Cliff Drysdale Management (Withdrew Proposal) Love Tennis & Education Minimum Qualifications Pass/Fail PASS PASS PASS FAIL Must have operated continously for a minimum of 2 years as an established firm in the tennis industry providing Tennis Center Management and Program Management Services V V V X Background Checks V V V V No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years V V V V No outstanding regulatory issues last 5 years V V V V References Provided for Proposer V V V V Technical Proposal Technical Proposal (40 points) 40 34.60 32.60 36.40 0.00 Proposer's Experience Experience on projects of similar scope and complexity Past Performance and Reference Checks Team Member Experience Past Performance and Reference Checks Understanding of Project Scope Demonstated understanding of scope of services Types of Programs Interview Interview (40 points) 40 37.40 37.80 35.80 0.00 Proposer's Experience Demonstrated Experience providing these Services of similar scope and complexity Team Identification Team members with experience and qualifications Understanding of Project Scope Demonstrated understanding of scope of services Capability to perform work Price After BAFOs (20 points) Price After BAFOs (20 points) 20 11.33 20.00 20.00 0.00 Total! 100 I 83.33 I 90.40 I 92.20 I 0.00 Tennis Center Management CORPUS CHRISTI PARKS& RECREATION Tennis Center Management • Create an agreement more like the golf complex • Create a more self-sustaining operation • Consider proposals from local firms CORPUS CHRISTI PARKS& RECREATION Tennis Center Management Right to Review and Audit • A schedule will be developed with input from the City Auditor and Finance Department • Revenue reports will be submitted monthly • A City Council approved Fee Schedule will be posted for customer reference containing both City Fees and Pro Fees • Spot checks will be conducted to ensure the approved fee schedule is followed ,.� kaip • Staff will monitor the facility monthly CORPUS CHRISTI PARKS& RECREATION Tennis Center Management Current FY19 Adopted Budget - HEB Tennis Center: FY18 Annual Revenue — HEB Tennis Center: Net Expenditure — HEB Tennis Center: $237,271 $ 32,312 $204,959 New Service Agreement Budget — HEB Tennis Center: $187,228 Annual Revenue — HEB Tennis Center: $ -0- Net Expenditure — HEB Tennis Center: $187,228 Total Annual Budget Savings — HEB Tennis Center: $17,731 CORPUS CHRISTI PARKS& RECREATION Tennis Center Management Current FY19 Adopted Budget — Al Kruse Tennis Center: $63,300 FY18 Annual Revenue — Al Kruse Tennis Center: $ 6,213 Net Expenditure — Al Kruse Tennis Center: $57,087 New Service Agreement Budget — Al Kruse Tennis Center: $44,800 Annual Revenue — Al Kruse Tennis Center: $ -0- Net Expenditure — Al Kruse Tennis Center: $44,800 Total Annual Budget Savings — Al Kruse Tennis Center: $12,287 CORPUS CHRISTI PARKS& RECREATION AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting February 19, 2019 DATE: February 19, 2019 TO: Keith Selman, Interim City Manager FROM: Becky Perrin, Interim Director, Parks and Recreation Department BeckyP@cctexas.com 361-826-3464 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Al Kruse Tennis Center Management Services for Parks and Recreation CAPTION: Motion authorizing a five-year service agreement for Al Kruse Tennis Center Management and Program Services with Love Tennis & Education of Corpus Christi, Texas for a management fee of $1,900 per month for a not to exceed five-year total amount of $114,000, plus the Contractor keeps 100% of all revenue earned in return for the management and operation of the tennis center. PURPOSE: This item is to approve a five-year service agreement with Love Tennis & Education to manage and operate the Al Kruse Tennis Center for Parks and Recreation Department. BACKGROUND AND FINDINGS: The Al Kruse Tennis Center, located at 502 King Street in Corpus Christi, Texas 78401, is currently under a temporary agreement with Sweet Spot Tennis, LLC to continue operation of the tennis center until February 28, 2019. In 2017, Staff brought a recommendation forward to Council to award tennis center contracts to TOPS Tennis. Council voted down these contracts and directed Staff to re - procure the contracts with changes in approach to make the centers operate more like the golf complex and attempt to create a more self-sustaining operation. Council also asked that only proposals from local firms be considered. Staff researched other Cities' contracts and met with local tennis professionals to revamp the contract to shift more of the responsibility to the Contractor while providing an avenue to achieve more revenue to move towards a more self-sustaining operation. The Purchasing Division conducted a competitive Request for Proposal process to obtain proposals from qualified firms to provide Al Kruse Tennis Center Management Services and three proposals were received on November 28, 2018. All three proposals were deemed responsive and complete and met the minimum qualifications under the pass/fail system as evaluated by a five -member evaluation committee. The three proposers moved on to the interview process and a final overall score was developed for each firm based on the published criteria. Based on the final scores and ranking, Cliff Drysdale Management was recommended for award by Staff. However, on January 11, 2019, the firm decided to withdraw their proposal and forego recommendation for award. The second highest ranking firm, Tennis Success, Inc., was overbudget; therefore, the next step was to proceed to the "Best and Final Offer" (BAFO) phase of the evaluation process and invite the firm to submit their BAFO. After careful re-evaluation following receipt of Tennis Success, Inc.'s BAFO, it was determined that Love Tennis & Education ranked the highest within budget for the Al Kruse Tennis Center. Staff recommends award to Love Tennis & Education. This new contract has allowed for monthly cost to the City to bring us closer to a self- sustaining status. In addition, tennis user fees were set in the contract to minimize concerns by the public of cost to use the facilities. These fees can only be changed with City approval. Staff has moved toward fulfilling Council recommendations. ALTERNATIVES: No viable alternative exists OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Parks and Recreation Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $37,992 $100,700 $138,692 Encumbered / Expended Amount $6,332 $0.00 $6,332 This item $13,300 $100,700 $114,000 BALANCE $18,360 $0.00 $18,360 Fund: General Fund Comments: RECOMMENDATION: Staff recommends the approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 1868 - Al Kruse Tennis Center Management Sr. Buyer: John Elizondo Proposal Evaluation Pts. Tennis Success, Inc. (BAFO Overbudget) Cliff Drysdale Management (Withdrew Proposal) Love Tennis & Education Minimum Qualifications Pass/Fail PASS PASS PASS Must have 2 years of experience in providing Recreation Program Management Services V V V Background Checks V V V No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years V V V No outstanding regulatory issues last 5 years V V V References Provided for Proposer V V V Technical Proposal Technical Proposal (40 points) 40 36.80 36.60 25.40 Proposer's Experience Experience on projects of similar scope and complexity Past Performance and Reference Checks Team Experience Team members with experience and qualifications Understanding of Project Scope Demonstated understanding of scope of services Types of programming Interview Interview (40 points) 40 38.60 35.80 27.40 Proposer's Experience Demonstrated Experience providing these Services of similar scope and complexity Team Identification Team members with experience and qualifications Understanding of Project Scope Demonstrated understanding of scope of services Discuss proposed Community based programs Capability to perform work Price After BAFOs Price After BAFOs (20 points) 20 4.22 9.18 20.00 Total 100 I 79.62 I 81.58 I 72.80 SERVICE AGREEMENT NO. 1868 AL KRUSE TENNIS CENTER MANAGEMENT SERVICES THIS Al Kruse Tennis Center Management Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Love Tennis & Education ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has submitted a proposal to provide management and operational services for the Al Kruse Tennis Center in response to City Request for Proposal No. 1868 ("RFP") which RFP and the Contractor's proposal are incorporated by reference in this Agreement as Exhibits 1 and 2 respectively, as if each were fully set out here in its entirety; NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Al Kruse Tennis Center Management Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, and the City's RFP No. 1868 the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for five years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. 3. Compensation. The City will pay the Contractor $1,900.00 per calendar month as shown in Attachment B for Services completed and accepted by the City within 30 days of receipt of an acceptable invoice. In the event the initial term does not begin at start of a calendar month the initial monthly invoice shall be paid on a pro rata basis. The Contractor shall retain 100% of all revenue earned by the Contactor at the Center. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Becky Perrin, Assistant Director Parks & Recreation Department (361) 826-3498 BeckyP@cctexas.com Page 1 of 7 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. (B) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or Page 2 of 7 specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in ifs own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare faxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Right to Review and Audit. Contractor grants City, or its designees, the right to audit, examine or inspect, of City's election, all of Contractor's records relating to performance of the Services during this term of this Agreement and during the 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. City agrees that it shall exercise its right to audit, examine or inspect Contractor's records only during Contractor's regular business hours. Contractor agrees to retain its records, as described in section 1.4 of Attachment A, for a minimum Page 3 of 7 of four years following termination of this Agreement. Contractor shall include this audit clause in any subcontractor contract. 17. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand - delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Becky Perrin, Assistant Director Parks & Recreation Department 1201 Leopard St, 2nd Floor, Corpus Christi, TX 78401 Fax: (361) 826-3864 IF TO CONTRACTOR: Love Tennis & Education Attn: Ronald Elizondo, Founder, President Email: elizondotennis@gmaiLcom P.O. Box 60963 Corpus Christi, TX 78466 18. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION Page 4 of 7 OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 19. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement and its attachments, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement; then, B. its attachments. 23. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. Contractor shall not boycott Israel during the term of this Contract as required by Texas Government Code Chapter 2270. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is Page 5 of 7 the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Page 6 of 7 CONTRACTOR Signature: �—VA Printed Name: n kt, EI, zzor do Title: Love. k JX t 5 D [ c. Li.. Cc. 1&\ i'e5j Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: APPROVED AS TO LEGAL FORM: Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Pricing Attachment C: Insurance/Bond Requirements Incorporated by Reference Only: Exhibit 1: RFP No. 1868 Exhibit 2: Contractor's proposal Page 7 of 7 Attachment A - Scope of Work 1.1. Background The Al Kruse Tennis Center ("The Center"), located at 502 King Street, Corpus Christi, Texas 78404, is a full service municipal tennis center which offers qualify courts for play, private, semi -private and group lessons, leagues, tournaments and professional stringing. This Tennis Center features 10 lighted courts, a large pro shop, and locker rooms. 1.2. General Requirements The Contractor will be required to provide the day to day operations of the facility. This includes everything to operate the Center except capital improvements to the facility. 1.3. Scope of Work A. Contractor shall operate the Center in conformity with the laws of the State of Texas and ordinances, rules and regulation of the City of Corpus Christi. B. Contractor shall operate, manage, and maintain the Center, including without limitation, all activities on the courts, the club house, and adjacent grounds area and in the locker/restroom. C. Fee Schedule and Additional Programing Fees: 1. Contractor shall adequately publish and enforce all fees, activities and rules governing the playing of tennis conducted at the Center. All fees must be in accordance with the approved Fee Schedule attached as A-1. Contractor may not charge any other fees without prior written approval of the Contract Administrator. The Contractor shall retain 100% of all revenue earned by the Contractor at the Center. 2. Any additional programing fees not listed in the City Tennis Fee Schedule including, but not limited to; camps, classes, leagues and tournaments shall be classified as a Pilot Program. All Pilot Programs shall be submitted for approval to the Director of Parks and Recreation or Designee prior to conducting the program. If approved, the program fee will be set by the Parks and Recreation Department as a Pilot fee and the Contractor will be able to run the desired program as a pilot program. All successful Pilot programs will be presented for approval by City Council during the annual approval of tees. If approved, the fee and program will be added to the City Fee Schedule. At that point, it will no longer be considered a pilot program. If the program is not approved, the Contractor will not be able to continue the program for the following fiscal year. D. Contractor shall employ a sufficient number of employees to assist in conducting lessons, operating the Pro Shop, and scheduling courts. All employees shall be employees of the Contractor, not the City. Page 1 of 10 E. Contractor shall ensure all employees conduct themselves in an orderly manner and in keeping with the conduct required of employees in service organizations. Contractor shall ensure that employees do not consume intoxicating substances. Contractor and its employees shall use language and conduct that is suitable to families and youth. F. None of the contract services may be subcontracted without the prior written approval of the Contract Administrator. G. Contractor and any assistants, sub -contractors or support personnel shall complete a national background history check at its cost prior to instructing or working at the Center. The City shall retain the right to prohibit anyone from working on this agreement based on the results of the background check. H. Contractor will provide suitable signage at the Pro Shop advising the public that the business activity is operated by the Contractor as an independent contractor and not operated by the City. Contractor shall promote the game of tennis through a variety of programs, including programs for youth, adults and active aging adults. J. Contractor shall be granted the exclusive right to operate a Pro Shop at the Center including the right to: 1. Sell Merchandise 2. Rent rackets, ball machines, buckets of balls 3. String and repair rackets 4. Operate a food and drink concession Contractor must maintain rental tennis rackets, ball machines and buckets of balls for public use. K. Contractor shall make a minimum of two tennis courts available to the public whenever the Contractor or authorized individuals are giving, or available to give tennis lessons, with the exception of tournaments. L. Contractor must post a schedule of hours of operation at the facility and file the schedule with the Contract Administrator. M. Contractor must notify the Contract Administrator of all dangerous conditions or special defects. Contractor must not use, or allow to be used, any areas of the Center which has dangerous conditions or special defects. Page 2 of 10 N. Contractor shall be responsible for all janitorial services. Janitorial services include but are not limited to the following: 1. Picking up all trash located on the premises, trash is defined as any discarded, unwanted or worthless material or object. 2. Keeping unwanted debris and water off the courts. 3. Cleaning all buildings on premises, including pro shop, restrooms, locker rooms and storage rooms. 4. Mowing and edging all the grass located on the premises in accordance with City Standards. 5. Trimming all trees and shrubs located on the premises in accordance to City Standards. 0. Contractor shall be responsible for all minor repairs at the Center. "Minor repairs" is defined as cosmetic, nonstructural repairs to the Center. This includes but is not limited to windscreens, nets, water coolers and benches. P. Contractor shall make no alterations to the Center without the Contract Administrator's prior written approval. Q. The City is responsible for all Center maintenance including utilities and major repairs at the Center, all subject to annual appropriation of funds. "Major repairs" is defined as non -cosmetic, structural repairs to the Center. This includes but is not limited to A/C repair, fencing, and lights. Contractor shall allow the City or its designee entrance during normal operating hours for maintenance or repairs. In consideration of this, it is agreed that the Contractor must make no claim for any damages against the City for loss of income due to the City's failure to make any repairs or failure to perform maintenance. 1.4. Record Keeping A. Contractor shall keep accurate books of account of all Earned Revenue collected. The books of account will be open for inspection, copy, or audit by the City Manager or designee at all times. All transactions should be accurately and fairly reflected in books and records, in reasonable detail and supported by original documentation. Electronic records shall be kept in a form that is non - erasable, non-rewritable, organized, and immediately produced or reproduced. All books of account and backup documentation must be available to the Contract Administrator for review during the City's business hours. B. Contractor shall have underlying documentation for all Earned Revenue. This includes but is not limited to: Contractor's monthly statement, cash register Page 3 of 10 tables, purchase orders, invoices and sales receipts. The following documentation must be preserved by the Contractor during the contract term: 1. Contractor shall keep on file all background checks for all current and past employees. The City shall retain the right to prohibit anyone from working on this agreement based on the results of the background check. 2. Contractor shall keep daily court reservation sheets. Contractor must turn in reservation sheets to be reviewed upon City request. C. Customer service surveys must be made available to all participants of the facility. Surveys or copies of any completed surveys will be turned in upon City request. Receiving low scoring surveys or customer service complaints will not necessarily result in a "Needs Improvement" rating. D. Contractor shall keep documentation on all efforts in community outreach, such as: teacher in-service, free clinics, presentations at neighborhood associations, schools, churches, volunteering, etc. Upon City request, the Contractor must provide documentation from any meetings attended or printed material from presentations or flyers from any programs that were offered. E. The City shall conduct random audits throughout the year. Contractor will have two weeks to submit all documentation. Failure to comply may result in the termination of the contract. 1.5. Reporting A. Contractor shall furnish the Contract Administrator with a monthly statement of all Earned Revenue generated at the facility on or before the tenth day of each month during the contract term. B. Contractor must submit to the Contract Administrator a monthly schedule of all programs and activities for the forthcoming month. The schedule must identify, at a minimum, leagues, lessons, youth and adult programs, tournaments by dates and estimated hours of operation. The monthly schedule must be submitted to the contract administrator before the first day of the forthcoming month. C. Contractor shall submit all documents covered in this section in accordance with the time stated above. Failure to comply may result in the termination of the contract. Page 4 of 10 1.6. Contractor Performance Review A. Contractor performance reviews will take place annually to review the following items: 1. Facility Inspection - Random facility inspections will be performed by the City quarterly. Areas to be reviewed are: cleanliness of pro shop and restrooms/locker rooms, court maintenance, premises maintenance, fire safety compliance, and hours of operation. See Attachment A-2 Tennis Center Facility Inspection Form. 2. Programming - Types/levels and times of programs being offered; number of participants; any partnerships with local association groups or schools. A breakdown on the type of tournament and court hours used for adults, junior, leagues, mixers/social groups and tournaments. During the review, the Contractor must bring all programing information above and/or present documentation that an effort was made to offer these services. See Attachment A-3 Tennis Center Programming Form. 1.7. Grading Factors A. Contractor shall maintain an 85% or above on both of the areas listed under the Contract Performance Review. If the Contractor does not meet expectations on both items, the Contractor will receive a "Needs Improvement" rating and will be given the opportunity to raise this to a passing grade. Failure to improve grade upon further opportunity may result in the termination of this contract. 1.8. Landscaping and Trash Pickup Responsibilities Contractor shall be responsible for all landscaping and trash pickup responsibilities within the perimeter as out lined in red on the attached Al Kruse Tennis Center Site Map. 1.9. Hours of Operation for Tennis Center: The Al Kruse Tennis Center shall be open between the hours of 9am - 9pm Monday - Thursday, 9am - 8pm on Fridays and 9am - 2pm on weekends; any proposed changes to the current scheduled hours must be approved by the Director of Parks and Recreation. Page 5 of 10 Ai Kruse Tennis Center Site Map Contractor is responsible for all landscaping within the perimeter boundaries. Contractor will also be responsible for picking up all trash located in the both designated parking lots. Perimeter Boundaries are out lined in red. Page 6 of 10 SCOPE OF WORK ATTACHMENT A-1 Proposed City Tennis Fee Schedule A. Annual and Semi -Annual Fees Fee Unit Adult Annual $ 160.00 per/year Adult Semi -Annual $ 110.00 per/6months Youth Annual $ 75.00 per/year Youth Semi -Annual $ 60.00 per/6months Family Annual $ 300.00 per/year Family Semi -Annual $ 160.00 per/6months Non -Resident (3 Month Pass) $ 60.00 per/3months B. Court Fees Outdoor Open Play (per/player) $ 3.00 per/1.Shrs Private Lesson (court fee) $ 1.50 per/hrs Semi -Private/ Group Lesson (court fee) $ 1.50 per/hrs Covered Pavilians (HEW Adult Open Play (per/player) $ 7.00 per/1.5hrs Private Lesson $ 4.50 per/hrs Semi -Private/ Group Lesson (court fee) $ 2.25 per/hrs C. Lesson Fees Director of Tennis PrivateTennis Lessons $ 60.00 (per/hr) PrivateTennis Lessons $ 45.00 (per/45min) PrivateTennis Lessons $ 30.00 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 30.00 (per/hr) Group Lesson (per/player) (3 player) $ 20.00 (per/hr) Group Lesson (per/player) (4+ player) $ 15.00 (per/hr) Head Pro PrivateTennis Lessons $ 50.00 (per/hr) PrivateTennis Lessons $ 25.00 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 25.00 (per/hr) Group Lesson (per/player) (3 player) $ 18.00 (per/hr) Group Lesson (per/player) (4 player) $ 16.00 (per/hr) Group Lesson (per/player) (5+ player) $ 12.00 (per/hr) Assistant Pro PrivateTennis Lessons $ 45.00 (per/hr) PrivateTennis Lessons $ 22.50 (per/30min) Semi -Private Lesson (per/player) (2 player) $ 22.50 (per/hr) Page 7 of 10 Proposed City Tennis Fee Schedule Group Lesson (per/player) (3 player) $ 15.00 (per/hr) Group Lesson (per/player) (4 player) $ 12.00 (per/hr) Group Lesson (per/player) (5+ player) $ 10.00 (per/hr) D. ILeague Fees USIA Sanctioned Leagues Adult 18 & Over Leagues (2 singles & 3 doubles) $ 57.00 per/league match Adult 40 & Over Leagues (2 singles & 3 doubles) $ 57.00 per/league match Adult 55 & Over Leagues (3 doubles) $ 43.00 per/league match Mixed 18 & Over Leagues (3 doubles) $ 43.00 per/league match Mixed 40 & Over Leagues (3 doubles) $ 43.00 per/league match E. Facility Rental Fees HEB Tennis Center 22max courts (Full day more than 6hrs) $ 600.00 per/rental 22max courts (Half day less than 6hrs) $ 300.00 per/rental llmax courts (Full day more than 6hrs) $ 300.00 per/rental llmax courts (Half day less than 6hrs) $ 150.00 per/rental Al Kruse Tennis Center 10max courts (Full day more than 6hrs) $ 300.00 per/rental 10max courts (Half day less than 6hrs) $ 150.00 per/rental Page8of 10 Tennis Facility Employee on Site City Staff's Name Scope of Work Attachment A-2 Tennis Centers Facility inspection Form Date 1 Is the pro -shop clean and free of trash and debris? 2 Are the days and hours of operation clearly visible on the door or window? 3 Is information about programs/tournament/clinics offered clearly displayed? 4 Are the fire extinguishers and First Aid Kits current on inspections and readily accessible? 5 Have the AC/Heating filters been cleaned or changed? 6 Is the staffs appearance clean/appropriate for a tennis center? 7 Are storage areas organized and maintained? 8 Are Restrooms clean and properly stocked? 9 Are locker rooms clean and in sanitary condition? 10 Is there a fire evacuation plan posted in a conspicuous location? 11 Are the courts free of debris? 12 Are the benches in good condition and available to every court? 13 Are the windscreens in good condition and secured to the fence? 14 Are the nets and center straps all in good playable condition? 15 Is a backboard available to the public and In good condition? 16 is the grass mowed and properly edged? 17 Are the trees trimmed in accordance to City Standards? Notes: Yes No ❑❑❑❑❑❑❑❑❑❑❑❑❑❑❑❑❑ 0❑❑❑❑❑❑❑❑❑❑❑❑❑❑❑❑ Each question is worth 1 pt. Add up all boxes checked yes and divide by the total number of questions. SCORE / 17 Page 9 of 10 GRADE Tennis Facility Employee on Site City Staffs Name Scope of Work Attachment A-3 Tennis Centers Programming Form 1, Does the tennis center offer tennis Open Play to the public? 2 Does the tennis center offer tennis lessons? 3 Does the tennis center offer tennis leagues? 4 Does the tennis center offer tennis tournaments? 5 Does the tennis center offer a variety of programs? Notes: Date 1 2 3 4 DODO D ODO D ODO DODO ❑ ❑D❑ SCORE / 20 GRADE Grading Scale Pts Does the tennis center offer tennis Open Play to the public? 1 less than 500 open court fees reported, (number of players not revenue generated) 2 500-999 open court fees reported, (number of players not revenue generated) 3 1,000-1,500 open court fees reported, (number of players not revenue generated) 4 More than 1,500 open court fees reported, (number of players not revenue generated) Pts Does the tennis center offer tennis lessons? 1 No tennis lesson is being offered 2 Generated less than 525 000.00 in revenue from lessons 3 Generated 525,000.00-549,999.99 in revenue from lessons 4 Generated more than $50,000.00 in revenue from lessons Pts Does the tennis center offer tennis leagues? 1 No tennis leagues ate being offered 2 Less than 5leagues offered at the tennis center 3 5-9 leagues offered at the tenr is center 4 More than 10 leagues offered at the tennis renter Pts Does the tennis center offer tennis tournaments? 1 Na tournaments being offered 2 Less than 3 tournaments a year 3 3-4 tournaments a year 4 5f tournaments a year pts Does the tennis center offer a variety of programs? 1 Programs are not offered at tennis center 2 Tennis lessons are the only program offered et tennis center 3 Tennis lessons and tennis leagues are the only program offered at tennis center 4 Variety of programs are offered at tennis renter including: lessors, leagues and camps Page 10 of 10 DATE: ld U. /6, 2O/8 Attachment B - Pricing CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RPP Na. 1868 Al Kruse Tennis Center Management PAGE 1 OF 1 0,),u v Et iZOAJOO PROPOSER AUT ORIZED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ITEM DESCRIPTION QTY UNIT UNIT PRICE TOTAL PRICE 1.0 Management Fee to Include all expenses and fees to operate the Center, excluding anticipated revenue 60 Months 41, //9 moo 4 at -,moo Attachment C - Insurance/Bond Requirements CONTRACTOR'S LIABILITY INSURANCE REQUIREMENTS A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Aircraft Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, Aircraft Liability and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. S500,000/$500,000!$500,000 C In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance' clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than fen (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Purchasing Parks & Recreation Tennis Centers - Al Kruse & HEB Tennis Centers Management 01/18/2019 sw Risk Management BOND REQUIREMENTS: No bond requirements necessary for this service agreement; Section 5. (B) is null for this Service Agreement. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services- Purchasing Division Kimb2 a(�cctexas.com (361) 826-3169 Subscription and Maintenance of Customer Engagement Software for Utilities Department CAPTION: Motion authorizing an amendment for a one-year service agreement for subscription and maintenance of customer engagement software with WaterSmart Software, Inc of San Francisco, California for an amount not to exceed $112,500. PURPOSE: The service will provide a subscription service for City access to a Dashboard for 100,000 accounts and Customer Portal access for 30,000 accounts. BACKGROUND AND FINDINGS: WaterSmart software is a leading cloud -based customer engagement and analytics platform for water utilities. WaterSmart allows the City to engage with their customers at key moments to reduce service costs, protect revenue and resources, and increase customer satisfaction. This software will work in conjunction with the City's automatic reading system to provide the water utilities customers access to their daily water usage, alerts for high consumption and conservation tools to reduce water usage. In addition to the customer engagement tools, Watersmart will provide the Water Utility Department with custom designed analytics to support water rate modeling, system design and water conservation efforts. The City originally contracted to provide to City staff and 30,000 potential customers access to a dashboard plus portal showing the customer's water usage as a pilot program. At the time, City Staff were not aware that in order to implement this pilot program 30,000 customers would have to be pre -identified. Without access to all 100,000 customer accounts, staff were unable to identify the customers that would most benefit from access to this water usage information. Upon this discovery, Staff began negotiating a new plan with WaterSmart to have the flexibility needed. Therefore, this amendment has been developed to add access to all 100,000 accounts in order to be able to choose as needed the 30,000 accounts to access the customer portal. This is a sole source purchase. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,630,825.81 $0.00 $1,630,825.81 Encumbered / Expended Amount $436,631.66 0.00 $436,631.66 This item $112,500.00 $0.00 $112,500.00 BALANCE $1,081,694.15 0.00 $1,081,694.15 Fund(s): Water Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amendment Service Agreement Bid Tabulation Amendment City of Corpus Christi Purchasing Division Date: January 17, 2019 Service Agreement No: 65099 — Subscription and Maintenance of Customer Engagement Software Reference: SA 65099 Amendment No. 1 Service Agreement Current Value: $45,000 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Water Smart Software, Inc., San Francisco, California hereinafter referred to as the Contractor, do hereby make and enter into this Amendment which, together with the Service Agreement No. 65099 and all other duly executed Amendments, constitutes the entire agreement under the above -referenced Service Agreement between the City and the Contractor. I . This Amendment modifies Section 2. Term under the above referenced agreement, effective through the end date of the above -reference service agreement as follows: The term of the contract is for 12 months from the date of issuance of revised notice to proceed. This Amendment modifies Section 3. Compensation and Payment under the above - referenced service agreement, effective through the end date of the above -referenced service agreement as follows: The subscription dashboard only access charge for each additional water account is $0.75. The cost for Setup and additional 70,000 water accounts dashboard access is $67,500. The revised value of this Service Agreement is a not to exceed amount of $112,500.00 This Amendment modifies Scope of Work — Attachment A as follows' The scope of work incudes Setup plus Subscription for Dashboard -only access for the additional 70,000 water accounts. This, combined with the original Subscription for Portal access for 30,000 water accounts, gives City access to its 100,000 water accounts in the Dashboard. The Contractor will allow City to register up to 30,000 Portal accounts on a rolling basis as selected by the City. Page 1 of 2 Iv. This Amendment modifies Bid/Pricing Schedule — Attachment B as follows: Description Unit/Price Cost Setup Free Subscription Fee for Dashboard -only access for 70,000 accounts $15,000 Invoicing Schedule 30 Days from Effective Date 70,000 accounts @ $0.75 per account Subscription Fee for Dashboard plus Portal access for up to 30,000 accounts 30,000 accounts @ $1.50 per account $52,500 $45,000 90 Days from Effective Date 90 Days from Effective Date Total Not to Exceed Fee $112,500 The Contractor and the City agree to and shall abide by all terms and conditions of the original Service Agreement and any Amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. Erik Andersen Head of Sales Water Smart Software, Inc. ri 017. Date Kim Baker Date Asst. Director of Financial Services City of Corpus Christi, Texas Page 2 of 2 1852 SERVICE AGREEMENT NO. 65099 Subcription and Maintenance of Customer Engagement Software THIS Subcription and Maintenance of Customer Engagement Software Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and WaterSmart Software, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Subcription and Maintenance of Customer Engagement Software in response to Request for Bid/Proposal No. 65099 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Subcription and Maintenance of Customer Engagement Software ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero -month periods ("Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $45,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Subscription fees are payable annually in advance. Contractor may invoice City for the annual subscription fee of $45,000 upon completion of setup and commencement of the services, subject to City's acceptance thereof, and City agrees to pay such invoice within 30 days. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended Service Agreement Standard Form Page 1 of 7 during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Wesley Nebgen Department: Utilities Phone: (361)-826-3111 Email: WesleyN@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase Service Agreement Standard Form Page 2 of 7 release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services in accordance with the Software -as -a -Service Provisions attached hereto as Attachment E (the "SaaS Provisions"). 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Service Agreement Standard Form Page 3 of 7 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Wesley Nebgen Title: Assistant Director of Maintenance of lines Address: 2726 Holly road, Corpus Christi, TX 78469 Phone: (361)-826-3111 Fax: None Service Agreement Standard Form Page 4 of 7 IF TO CONTRACTOR: WaterSmart Software, Inc. Attn: Michelle Camp Title: Regional Sales Director Address: 20 California St. # 200, San Francisco, CA 94111 Phone: (5121-422-1647 Fax: None 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE NEGLIGENT PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT OR OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. CONTRACTOR'S LIABILITY AND OBLIGATIONS HEREUNDER ARE SUBJECT TO THE LIMITATIONS OF SECTION D OF THE SAAS PROVISIONS. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Service Agreement Standard Form Page 5 of 7 (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. Notwithstanding the foregoing, Contractor may without City's consent assign this Agreement in the context of Contractor's merger, acquisition, or other change in control. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. Attachment E - Software -as -a -Service Provisions; C. its other attachments; D. the bid solicitation document including any addenda (Exhibit 1), as modified by the Contractor's bid response (Exhibit 2). 22. Certificate of interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. Service Agreement Standard Form Page 6 of 7 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties CONTRACTOR Signature: - - L --- Printed Name: Title: Oct_ ?c -1- F /es fir. c 4A -se, Date: M'epi 2.013. CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division Date: U. • l8 ROVED TO LEGAL FORM: �. ty. ssistant Ci " Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Software -as -a -Service Provisions Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 65099 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 SCOPE OF WORK ATTACHMENT A: SCOPE OF WORK A. The Contractor will provide access to a Customer Portal for up to 30,000 utility customers for a term of 1 year. B. The Contractor will provide access to a Utility Analytics Dashboard for the 30,000 subscriber accounts for a term of 1 year as designed. C. As a software -as -a -service (SaaS) provider, the Contractor will provide hosting and maintenance of the Customer Portal and Utility Analytics Dashboard for the 30,000 subscriber accounts for 1 year. D. The City is responsible for providing Water Smart key program inputs including account information, regular feeds of meter data, customer billing information including bill date, amount due, and PDF copies of customer bills (when available) in addition to City logos and contact information. The City is also responsible for timely feedback and input on key program elements during initialization. The City maintains responsibility as the primary contact for customer inquiries and technical assistance. E. The Contractor will designate a customer success manager, and the City shall designate a project manager for the program. All City decisions shall be channeled through the City's project manager. In addition, the City shall designate a Data contact who is responsible for providing the data indicated below. F. Content and design of all materials are subject to change over time, as the Contractor incorporates new features. G. This scope of work and agreement cover services rendered over term of the agreement. The exact timing of program launch, and duration of services may vary depending on City resource levels, data availability, and other unforeseeable events. The Contractor endeavors to adhere to the proposed schedule. City's responsiveness and prompt provisioning of necessary program inputs is also critical to schedule adherence. A proposed schedule is provided in Attachment Al, Schedule of Performance. H. The Contractor will provide alerts to customers to notify of potential high volume or continuous use leaks, to notify a customer that they have reached a self-selected consumption threshold, or to inform customers before the end of the billing cycle that they are likely to have high water use on their upcoming bill. Threshold notifications and leak alerts are further enabled by AMI, though they are also available for non - AMI customers. Alerts can be sent through multiple channels—email, SMS text message, or automated voice call. Burst leak alerts are currently targeted at single - Page 1 of 7 family residential accounts and irrigation -only accounts, whereas continuous use leaks are available for all meter classes. The leak resolution workflow helps customers identify the source of their leak and resolve the leak on their own. I. The Contractor will provide Group Messenger, a module within the Utility Analytics Dashboard that allows rapid delivery of targeted, timely, and topical messages to groups of customers. The integrated 'Lists' tool allows the City to create custom lists of accounts to analyze or communicate with. Group Messenger supports multiple communication channels, including email, SMS text, and automated voice. J. The Contractor will provide Electronic Bill Presentment that allows City customers to view their billing amount online. The City has the option to present the billing amount or display a PDF of the bill. K. Program initialization and subscription begin with Contract Signing (or Purchase Order Issue if a Purchase Order is necessary for invoicing). The City should move to set up data transfers with the quickest speed to make the most use of their subscription. Significant delay on the part of the City during launch may result in less than 12 months of access to the Customer Portal and Utility Analytics Dashboard and/or fewer than the planned number of communications to be sent during the 12 -month period. If the City delays approval of a renewal or extension agreement, the Contractor may, at its discretion (assuming the renewal agreement is retroactive to being at the previous contracts' end), maintain Customer Portal and Utility Analytics Dashboard access and functionality, in the interim, for up to 90 days at which time all access is revoked until the renewal/extension has been signed. L. To initialize the program, the Contractor will work with the City to set up the transfer of key data elements, discuss configurable elements of the Customer Portal, and train City employees on the Water Smart platform. Below are the key steps for the Program Initialization Phase. 1. Kickoff: The Contractor will conduct a 60- to 90 -minute introductory online meeting to orient City staff involved in the Program with the Customer Portal and Utility Analytics Dashboard Applications and Alerts. The Contractor suggests the City include a representative from each functional group that will be involved with the setup and use of the program, including: Conservation, Customer Service, Field Service, Finance, Marketing/Public Information Office, and Information Technology (IT) representatives. 2. Data Transfer and Utility Obliaations: While the Contractor has developed processes to minimize the burden on City staff to launch the program, initiative and technical know-how on the part of City IT staff, consultants or existing vendors is necessary. All scheduling of City IT time and approval of any additional AMI, CIS, or Payment vendor service agreements for the project are responsibilities of the City and should be confirmed in advance to ensure a timely launch. Delays on the part of the City may reduce the number of months the City and its customers are able to make use of the software platform. Page 2 of 7 Contractor works with the City to securely transfer a dataset on accounts, including but not limited to the following data: Account Information • Account Number, Account Type and Account Sequence Number • Property APN, where available • Meter Size • Customer Name • Service and Billing Address • Customer Mobile Number and Email, where available Consumption History The Contractor requests, for at least the last two years but ideally for five to ten years in the past, such fields as, but not limited to: • Account Number • Account Sequence Number • Meter I.D. (serial number) • Current Meter Read Date • Previous Meter Read Data • Days in Billing Cycle • Consumption • Bill and water allocation details as per mutually agreed * Note this consumption history is for billed consumption, with up to twelve data points per account per year. Water Smart does not load historic interval data. Current Consumption: The Contractor will work with the Utility to set up a regular transfer of meter reads from the Utility to Water Smart through a secure channel. This is the same file format as the system above. The Contractor requests, for accounts with interval data: • Account Number • Timestamp • Time zone • Consumption • Additional details as mutually agreed Should Utility implement new data management systems after the first initialization process, or otherwise provide data files in a new format which requires the Contractor to re -onboard new file structures or map historical identifiers (e.g., customers, accounts, premises, service points), The Contractor Page 3 of 7 will be allowed an additional one-time fee not to exceed $10,000 upon receipt of first test files from the new system. AMI Interval Information • Date and time of read • Volume of water read for interval • Time zone including daylight savings • Additional details as mutually agreed Bills and Payments • Due date of bill • Total amount due by the due date • PDF Identifier • Date payment is received • Amount of payment 3. Configuration of Customer Portal: The Customer Portal contains several configurable fields. The Contractor works with the City to configure the Customer Portal with City logo and contact information. The Contractor provides messages and recommendations for City to review and approve for display on a targeted basis. City has the opportunity to approve or exclude any recommendations shown in the Customer Portal. The City also has the opportunity at the start of the program to provide the Contractor with information on available rebates and incentives that should be flagged within relevant water saving recommendations. City and Contractor agree to complete this process in a timely manner. City should provide final approvals to the Contractor no more than ten business days from when initial materials are provided to City. For both Messaging and Recommendations, the review process is as follows: (1 ) the Contractor sends default content to City. (2) City project manager sends back a single, consolidated list of approved messages. (3) Contractor's customer success manager can offer the City the opportunity to proof finalized content of the Customer Portal once they are configured. 4. Spanish Language Availability: The Water Smart Customer Portal is available in English and Spanish. A customer can change their preferred language within the Portal. Take Action Recommendations may not be available in languages beyond English. 5. Trainina: After all initial customer data has been received and program content is finalized, the Contractor will provide City staff with training via webinar and resources to understand the features and functionality of the Customer Portal and Utility Analytics Dashboard. M. The Contractor does not communicate directly with the City's customers; end-user support is the responsibility of the City. Page 4 of 7 N. The Contractor will provide a number of tools to facilitate both end-user support as well as assist City staff looking to understand and maximize their Water Smart experience. These include: (1) the Water Smart Support Site, which is accessible by all City staff, includes responses to Frequently Asked Questions as well as common troubleshooting topics, how-to videos and other customer support -oriented content. (2) The Customer Detail Page that helps customer service representatives respond to Customer inquiries by providing all relevant customer property and water use information, a complete history of notes and email interactions, a quick link to their portal and step-by-step process support for common questions around high bills. (3) A Live Chat feature that allows City staff to ask questions about data, get help with challenging customer questions, provide product feedback and more. Users can typically expect to receive a response within the hour. Chat is available between the hours of 7 a.m. and 6 p.m. PST Monday thru Friday, excluding federal holidays. (4) Quarterly Product Webinars that provide the latest Water Smart news including product releases, practical implementation case studies, a forum to interact with other Water Smart customers and sneak previews of upcoming products and functionality. 0. In addition to the above support tools, the Contractor will provide the following services: (1) dedicated Customer Success Manager (CS Manager): the CS Manager will support the City program, answer questions, provide updates, support complex tasks, provide new feature updates and additional training as needed. The CS Manager is available by telephone and email to answer specific programmatic and technical questions during regular business hours. CS Manager support will be capped at 1 hour per week for the City. (2) Quarterly check-in meetings: meetings will track performance relative to City objectives and adjust as necessary, provide implementation support, review best practices, support outreach efforts, gather feedback and answer any questions. (3) Portal content customization: the CS Manager can help the City create personalized messaging for the Customer Portal and outbound Engagement vehicles, including Group Messenger, if requested. P. The Contractor maintains commercially reasonable systems and controls designed to maximize monthly uptime and minimize unscheduled outages of the Customer Portal and Utility Analytics Dashboard. Excluding any down time for maintenance and/or upgrades, the Contractor makes strong efforts to provide Customers and the City with access to their respective Web applications on a continuous basis. The Contractor provides advance notification of any planned outages and notifies the City without unreasonable delay if it detects or receives notice of any material problems relating to the Customer Portal and/or the Utility Analytics Dashboard. Water Smart's Web Applications include dynamic and interactive charts and tables that may not be compatible with older Internet browsers. The Internet browser and operating system requirements are: (1) Windows XP: Chrome 38+, Firefox 32+ (2) Windows 7, 8, 8.1, 10: IE 11+, Chrome 38+, Firefox 32+ (3) Mac: Chrome 38+, Firefox 32+, Safari 10+ Water Smart's system requirements are subject to change in the future. Q. The Contractor does not share personally identifiable customer information or customer -specific water use information with any third party without prior consent from the City. Data transferred to the Contractor from the City is stored in a database Page 5 of 7 dedicated to the City and its Water Smart project. The data is not comingled with the data provided by any other entity; provided, however, that certain anonymous data may be copied and consolidated with data provided by one or more other entities for the research and product development purposes subject to the terms of the Agreement. The Contractor enacts standard controls, policies, and procedures to ensure the security of the City's data and customer -provided information, including but not limited to choosing a reputable cloud -server vendor with appropriate physical security of server infrastructure, secure public-private key -based login to all Water Smart server infrastructure, password authentication on all Web site interaction, and audit logging. The Contractor provides the City with private key access to a secure FTP destination for regular delivery of the data. The City agrees to send data only through this secure channel, or by having the Contractor pull data from a secure server maintained by the City or City partner. Page 6 of 7 Attachment Al: Schedule of Performance . Estimated Initialization Schedule Task Weeks Weeks Weeks Weeks Weeks Weeks Weeks 1-2 3.4 5-6 7-8 9-10 11-12 13-14 Kickoff Meeting City Co mpletes Launch Questionnaire Data Acquisition Process Configuration & Content Review Process QC Process contractor Training for City Staff Dashboard and Portal are Live Start Sending Leak Alerts Page 7 of 7 Attachment B: Bid/Pricing Schedule City of Corpus Christi Purchasing Division Buyer: Japan Shah Subcription and Maintenance of Customer engagement software Utilities Department Water Smart San Fransciso, California Item Description Unit Qty Total Price 1 Subcription and Maintenance of Customer Engagement Portal Lump sum t 45,000.00 Total 1 $ 45,000.00 ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change, or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence -aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit Page 1 of 3 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 CYBER LIABILITY $5,000,000 Per Occurrence $5,000,000 Aggregate C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II, ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A - VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; Page 2 of 3 • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Customer Engagement Software Service Agreement — Utility Customer Portal 10/17/2018 sw Risk Management Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty is required by this Agreement therefore, Section 8 warranty subsections(A) and (B) are null and void. Page 1 of 1 ATTACHMENT E: SOFTWARE AS A SERVICE PROVISIONS WaterSmart Software -as -a -Service Provisions BACKGROUND: WATERSMART's customer engagement and data analytics services are to be provided primarily by utilization of WATERSMART's proprietary software hosted on WATERSMART's computer systems and accessed by authorized users over the Internet. This is a shared cost software utilization model which enables customers to achieve substantial cost savings versus commissioning custom development of software or licensing software for installation and maintenance on customers' computer systems. Companies like WATERSMART are commonly referred to as "SaaS" or "software -as -a -service" providers. Certain supplemental provisions which are customary within the SaaS sector and essential to enabling WATERSMART's SaaS service model and providing substantial cost savings for Utility, are set forth below and incorporated by reference in the Agreement. Also included below are additional terms applicable to bill payment, leak alert and group messenger services if such services are elected by Utility. A. WATERSMART's reservation of intellectual property rights WATERSMART has created, acquired or otherwise currently has rights in, and may, in connection with the performance of this Agreement or otherwise develop, create, employ, provide, modify, acquire or otherwise obtain rights in various inventions, concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, software, applications, documentation, user interfaces, screen and print designs, source code, object code, databases, algorithms, development framework repositories, system designs, processing techniques, tools, utilities, routines and other property or materials, including without limitation any and all subject matter protected or which may be protected under patent, copyright, mask work, trademark, trade secret, or other laws relating to intellectual property, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world ("WATERSMART IP"). Utility acknowledges that WATERSMART owns and shall own all intellectual property rights in and to deliverables hereunder, the WATERSMART IP and derivative works of WATERSMART IP (whether independently or jointly conceived), regardless of whether or not incorporated in any print or electronic Water Reports, Customer Portal, Utility Dashboard, or other software or deliverable provided to Utility by WATERSMART, and that Utility shall acquire no right or interest in the same. Utility agrees to assign, and hereby does assign, any right, title and interest in any suggestions, enhancement requests, or other feedback provided by Utility relating to services offered by WATERSMART. If and to the extent any such assignment is ineffective, Utility hereby grants to WATERSMART a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into its services any such suggestions, enhancement requests, or other feedback provided by Utility. Subject to the foregoing, authorized employees and customers of Utility may during the term of the Agreement access and use the WATERSMART SaaS services, print and electronic Water Reports, Customer Portal, Utility Dashboard, Extended Messaging Services, other deliverables provided to Utility by WATERSMART, and applicable bill presentment services, each as so specified by the Scope of Work, for purposes of Utility's customer engagement program, customer billing, and for Utility's internal purposes, so long as Utility is current with respect to its financial and other obligations under the Agreement. Such authorization is limited to Utility's service territory and is non-exclusive, non -transferable, and non- sublicenseable. If Utility enters into an agreement with a third party contractor of WATERSMART related to bill payment services, the intellectual property provisions of such agreement shall apply with respect to intellectual property owned or controlled by such third party. Any rights not expressly granted herein are reserved by WATERSMART and its licensors. B. Utility's cooperation in providing necessary inputs Deliverables to be provided by WATERSMART via its proprietary software require certain data from Utility. Utility shall provide WATERSMART with those data, records, reports, approvals and other inputs identified for Utility to provide in the Scope of Work or otherwise requested by WATERSMART. Utility shall ensure that such inputs are accurate and within Utility's legal rights to share with WATERSMART subject to the confidentiality and other applicable provisions of the Agreement. Time is of the essence, and Utility shall provide its inputs within the timeframes specified for Utility by the Scope of Work. If bill payment services are included in the Scope of Work, Utility shall cooperate with WATERSMART and its applicable third party partner(s) in timely providing the data, records, reports, approvals and other inputs requested for such services. WATERSMART shall not be responsible for delays outside WATERSMART's control, and deadlines for WATERSMART's performance shall be adjusted, if necessary, to accommodate delays by Utility 2/ WaterSmart Software S M AR 7 C. Confidentiality and WATERSMART's use of aaaregated data All data, documents and other information received or accessed by one party ("Receiver") from the other party or its end users (collectively, "Discloser") for performance of this Agreement, including without limitation personally identifiable information and financial information, are deemed confidential. Such information shall not be used or disclosed by the Receiver without the prior written consent of the Discloser or owner (which may include without limitation consent by end users to share any information with additional users they authorize), except to the Receiver's employees and contractors on a need -to -know basis for performance of this Agreement with appropriate confidentiality protections. For this purpose, protected confidential information shall not include (1) information that, at the time of disclosure, is publicly available or generally known or available to third parties, or information that later becomes publicly available or generally known or available to third parties through no act or omission by the Receiver; (ii) information that the Receiver can demonstrate was in its possession prior to receipt from the Discloser; (iii) information received by the Receiver from a third party who, to the Receiver's knowledge and reasonable belief, did not acquire such information on a confidential basis from the Discloser; (iv) information the Receiver can demonstrate was independently developed by it or a third party; or (v) information that the Receiver is legally required or compelled by a court to disclose, including information disclosed by the Utility in accordance with the Texas Public Information Act. The foregoing confidentiality obligations are subject to the following clarification of the parties' rights and obligations with respect to aggregated and anonymous data. Utility hereby gives its permission to WATERSMART to use and disclose on an anonymous and/or aggregated basis (excluding any personally identifiable information) any data pertaining to Utility end customers and their water consumption, including without limitation derivative data and data combined with the data of other utilities, for purposes of project evaluation and any research, product development, marketing, or other legitimate business purposes. This Section C shall survive any termination or expiration of the Agreement. Each party shall post and comply with its applicable privacy policy. D. Software corrections and third party acts; limitation of liability for SaaS services In the event that WATERSMART's services fail to meet specifications or other requirements specified by the Scope of Work, Utility shall promptly notify WATERSMART and WATERSMART shall promptly correct any defect or substitute services, software, or products to achieve the functionality and 3/ Wate,Smart Software 1' a 7 E SMART . 1 r benefits originally specified. If WATERSMART promptly makes such correction or substitution, WATERSMART shall have no further liability with respect to said defect(s), notwithstanding any other provision of the Agreement. All warranties not expressly stated in the Agreement are disclaimed. Utility understands that Utility's use of WATERSMART's services provided online may be interrupted by circumstances beyond WATERSMART's control involving third parties, including without limitation computer, telecommunications, network, Internet service provider or hosting facility failures or delays involving hardware, software, networks, or power systems not within WATERSMART's possession or direct control, and network intrusions or denial of service attacks (collectively, "Third Party Acts"). WATERSMART shall not be responsible or otherwise liable for any Third Party Acts, including, without limitation, any delays, failures, or security breaches and damages resulting from or due to any Third Party Acts, provided that WATERSMART has exercised due care. However, in the case of any Third Party Act which will delay or prevent WATERSMART from providing online services to Utility, WATERSMART will promptly notify Utility and assist in mitigating any impact. Neither party will be liable to the other, under any non -indemnity claim relating to this Agreement, for any indirect, incidental, exemplary, special, reliance or consequential damages, including loss of profits or loss of data, even if advised of the possibility of these damages. Under no circumstances or event shall WATERSMART's total cumulative liability for losses or damages of any kind arising under or relating to this Agreement and under any theory (contract, tort, defense and indemnity, or otherwise), exceed (i) the fees received by WATERSMART for the services that give rise to the liability in the twelve months preceding the accrual of such liability, or (ii) available insurance proceeds from WATERSMART's carriers, whichever is higher. The foregoing limited remedy and limitation of liability provisions shall apply notwithstanding any conflicting provisions or any failure of essential purpose with respect to a limited remedy or limitation of liability, and shall survive any termination or expiration of the Agreement. Utility acknowledges that pricing for WATERSMART's services would be substantially higher without the aforementioned limitations. E. Technology and services infrastructure vendors WATERSMART as a SaaS provider utilizes the secure cloud hosting platform of a third party industry leader in cloud computing with state -of - the art security to host the data of all WATERSMART customers. WATERSMART utilizes a reputable third party vendor to perform printing and mailing services when included within the scope of WATERSMART's work. For bill payment services, including credit card, debit card, and ACH 4 / WaterSmart Software • - i 1. SMART payments and authentication, WATERSMART works with leading edge, reputable third party vendors specializing in such functions. Since the referenced cloud hosting platform, printing and mailing vendors, bill payment services providers, and certain other vendors performing similar or related functions, are integral components of WATERSMART's technology and services infrastructure used across its pertinent customer base and are not specific to Utility and services under this Agreement, Utility acknowledges that such utilization or collaboration is not considered subcontracting of WATERSMART's services under this Agreement. If Utility elects to make bill payment services available to its end customers, the pertinent end users and Utility assume all risks associated with such services, and no indemnity provisions in favor of Utility shall apply to such services, except in the event of WATERSMART's willful misconduct. In the absence of willful misconduct by WATERSMART, Utility's sole remedies related to bill payment services shall be from the independent third party provider of such services in accordance with any contract between Utility and such provider. If Utility enters into an agreement with any third party contractor of WATERSMART for any other services ancillary or related to the services provided by WATERSMART during the term of this Agreement, Utility shall first seek and exhaust all remedies from such third party contractor prior to seeking any remedy from WATERSMART with respect to such services. With respect to all bill payment services, as well as any services provided by independent third party contractors not in contract with WATERSMART, including without limitation any such services which at Utility's request or direction are integrated by WATERSMART into its electronic interfaces for Utility, WATERSMART shall not be responsible for services provided by such third parties. F. Compliance With Laws WaterSmart shall comply with all federal, state and local laws, regulations, regulatory rulings, and ordinances as may be applicable to the performance of its services under this Agreement. Utility shall comply with all federal, state and local laws, regulations, regulatory rulings, and ordinances related to this Agreement, and shall have sole responsiblity for securing any necessary regulatory approvals, if any, for this Agreement and/or the services hereunder. Utility shall be responsible for obtaining from its end customers any consents and providing any notices, if any are legally required, for the services to be provided by WaterSmart hereunder, as well as any bill payment or other third party services elected by Utility. 5 / WaterSmart Software SMART • G. Extended Messactina Services If Utility elects to utilize WATERSMART's leak alert or group messenger services, certain supplemental legal terms shall apply. These supplemental terms ("Extended Messaging Terms") are set forth below and shall prevail in the event of any conflict or inconsistency. For avoidance of doubt, the Extended Messaging Terms apply to all WATERSMART services involving automated phone calls (conventional and mobile), pre-recorded messages, text messages, and other such bulk communications (including emails outside of WATERSMART's core customer engagement offerings) (collectively, "Extended Messaging Services"). 1. Utility shall be solely responsible for the content of any messages or communications to end customers which Utility initiates or authorizes in connection with the Extended Messaging Services, as well as Utility's selection of any vehicle (ie., conventional phone, mobile phone, text, email) for such messages or communications. WATERSMART shall have no responsibility or liability of any kind with respect to messages or communications initiated or authorized by Utility or its representatives. For avoidance of doubt, if the Agreement has indemnity provisions in favor of Utility such provisions shall not apply to the Extended Messaging Services, except in the event of WATERSMART's willful misconduct. 2. If Utility elects to make available to its end customers Extended Messaging Services offered by WATERSMART to alert end users of potential leaks or high water usage, the pertinent end users and Utility assume all risks associated with such alerts, and no indemnity provisions in favor of Utility shall apply to such risks (including without limitation any liability claims for failure to alert or inaccurate alerts), except in the event of WATERSMART's willful misconduct. 3. With respect to Extended Messaging Services, WATERSMART's role is limited to delivering via its technology platform Utility's communications through vehicles selected by Utility; accordingly, compliance with applicable laws (which may vary by state and locale) is strictly Utility's responsibility with respect to Extended Messaging Services notwithstanding any provision to the contrary. 4. Utility is encouraged to consult legal counsel of its own with respect to this Agreement and in reference to Federal Communications Commission Declaratory Ruling FCC 16-88 (released August 4, 2016), any Extended Messaging Services, and compliance with applicable federal, state and local laws, regulations and regulatory rulings, and ordinances. Utility shall not rely on WATERSMART or WATERSMART's representatives for legal advice or guidance concerning the content or appropriate vehicles (ie., conventional phone, mobile phone, text, email) for communications with Utility end customers. 6/ WateiSmart software SMART w ., 5. In order to provide the Extended Messaging Services at efficient cost and with optimal levels of security and reliability, WATERSMART may utilize one or more third party communications technology and communications services providers. Since such providers are utilized across WATERSMART's pertinent customer base and are not specific to Utility and service choices by Utility under the Agreement, Utility acknowledges that such utilization is not considered subcontracting of WATERSMART's services under the Agreement. 7/ Wateimart software W A T E R S M A R T. C O M AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kimb2 a(�cctexas.com (361) 826-3169 Generator Preventive Maintenance and Repair Services for Utilities Department CAPTION: Motion authorizing a one-year service agreement for generator preventive maintenance and repair services, including rentals with Holt Texas Ltd, of San Antonio, TX for an amount not to exceed $100,875, with two one-year options for a total potential multi-year amount not to exceed $302,625. PURPOSE: The service will provide generator preventive maintenance and repair services, including rentals for the Utilities Department. BACKGROUND AND FINDINGS: An extended power loss can have significant negative impacts on wastewater utilities. Losing pumps may lead to direct discharge of untreated sewage to rivers/streams or sewage backup into homes and businesses. The Utilities Department has approximately 23 generators of various sizes used primarily for backup power during power loss. These generators require scheduled maintenance and repairs to ensure they will function properly during emergencies. Furthermore, the Department may need to rent a generator during a power outage if necessary, The Contractor will provide generator preventive maintenance and repair services, including rentals. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received four responsive, responsible bids, and staff is recommending the award to the lowest, responsive, responsible bidder, Holt Texas Ltd. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $383,141.79 $243,781.25 $626,923.04 Encumbered / Expended Amount $227,828.13 $0.00 $227,828.13 This item $58,843.75 $243,791.25 $302,625.00 BALANCE $96,469.91 $0.00 $96,469.91 Fund(s): Wastewater, Stormwater, Gas Comments: The initial contract term total is $100,875.00 of which $58,843.75 will be funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation City of Corpus Christi Purchasing Division BUYER : JAPAN SHAH Bid Tabulation RFB 1735 Generator Preventive Maintenance and Repair Services Utilities Department *The Department may have the need to rent generator(s) at any time during the term of the contract; therefore, to obtain better pricing for the rentals, the soliciation stated the price of generator rentals will also be taken into consideration to declare the lowest bidder. We have considered the prices of various generators the Department may possibly need into the calculation, along with the annual preventive maintenance and repairs. The total of the lowest bidder became $1,386,584, but we alloated an allowance of $35,000 for the rentals when we include all the prices. So, the contract value on an annual basis is $100,875 for the lowest bidder Holt Cat. HOLT Waukesha Pearce Clifford Loftin Equipment Company Item Description Unit Qty Unit Rate Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Annual Preventive Maintenance Normal Hours, 8:00 AM to 5:00 PM HRS 125 $ 95.00 $ 11,875.00 485.41 $ 60,676.25 307.17 $ 38,396.25 $ 88.00 $ 11,000.00 2 Technician- Normal Hours, Monday to Friday, 8:00 AM to 5:00 PM HRS 200 $ 150.00 $ 30,000.00 $ 99.00 $ 19,800.00 $ 90.00 $ 18,000.00 $ 95.00 $ 19,000.00 3 Technician Afterhoirs, Weekends and Holidays HRS 60 $ 225.00 $ 13,500.00 $ 149.50 $ 8,970.00 $ 135.00 $ 8,100.00 $ 142.50 $ 8,550.00 Estimated Spend Mark Up(%) Mark Up(%) Mark Up(%) Mark Up(%) 4 Parts $10,000 5% $ 10,500.00 15% $ 11,500.00 14% $11,400 20% $12,000 5 Allowance for Rental of generators $35,000 $ 35,000.00 $ 35,000.00 $ 35,000.00 $ 35,000.00 Total Contract Price $ 100,875.00 $ 135,946.25 $ 110,896.25 $ 85,550.00 6 *Generator Rental Prices $ 1,184,834.00 $ 1,273,250.00 $ 1,329,576.00 $ 1,541,760.00 $ 1,386,584.00 $ 1,545,142.50 $ 1,551,368.50 $ 1,712,860.00 *The Department may have the need to rent generator(s) at any time during the term of the contract; therefore, to obtain better pricing for the rentals, the soliciation stated the price of generator rentals will also be taken into consideration to declare the lowest bidder. We have considered the prices of various generators the Department may possibly need into the calculation, along with the annual preventive maintenance and repairs. The total of the lowest bidder became $1,386,584, but we alloated an allowance of $35,000 for the rentals when we include all the prices. So, the contract value on an annual basis is $100,875 for the lowest bidder Holt Cat. SERVICE AGREEMENT NO. 1735 Generator Preventive Maintenance and Repairs THIS Generator Preventive Maintenance and Repairs Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and HOLT Texas Ltd ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Generator Preventive Maintenance and Repairs in response to Request for Bid/Proposal No. 1735 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Generator Preventive Maintenance and Repairs ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $100,875.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Phone: (361)-826-1649 Email: JoannaM@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract/Fund Administrator Address: 2726 Holly Road, Corpus Christi, TX 78415 Phone: (361)-826-1649 Fax: (361)-826-4495 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Holt Texas Ltd Attn: Michael Puryear Title: General Counsel Address: 5665 Southeast Loop 410 Phone: (210)-648-1 11 1 Fax: (210)-648-0079 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties CONTRACTO OLT TEXAS, Signature: Printed Name: Title: Date: Michael Puryear General Counsel 01/28/2019 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1735 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements/Background Information A. The Contractor shall provide Generator Preventive Maintenance on an annual basis, Repair, and Generators rentals on as needed basis. B. The Contractor shall provide services to 23 generators of various brands - Olympian, Cummins, Caterpillar, Generac, Onan, Baldor, and Detroit, which are located at Wastewater Treatment Plants, Lift Stations, Storm water pump stations and Gas Buildings. The City's may add or remove generators from the list at their own discretion. C. The Contractor shall be responsible to furnish labor, supervision, tools, materials and equipment necessary to perform preventive maintenance and repair services in accordance with all terms, conditions, and schedules of this scope of work. D. The Contractor shall provide emergency and non -emergency generator repairs. The Contractor technician shall be available 24 hours, 7 days a week for emergency services. E. The Contractor shall provide preferential response for any emergency services requested by the City over any non -agreement customers. F. All work performed under this contract shall be performed in accordance with all applicable codes and standards. 1.2 Preventive Maintenance A. The Contractor will perform preventive maintenance services on an annual basis. The service to be completed on or before June 1st of each year. The City will schedule preventive maintenance service visit. B. Preventive maintenance will be performed, Monday to Friday, from 8:00 AM to 3:00 PM. The Contractor will check in and check out with the on-site Work Coordinator before and after all authorized work is performed. C. The preventive maintenance services shall include at a minimum the following tasks outlined below. This list is not intended to be all inclusive for each generator. The Contractor shall also comply with the specific recommendations of the Original Equipment Manufacturer recommendation for the preventive maintenance and for all parts/materials/fluid requirements. 1. Complete inspection of engine, generator, and associated equipment, including the battery, battery charger, control panel, gauges, support structure, mounting systems, fuel tanks, and exterior of equipment. 2. Check and test all safety devices. 3. Check Engine Coolant. 4. Check for faulty codes and correct deficiencies. Page 1 of 6 5. Verify voltage and frequency output. 6. Adjust engine speed. 7. Adjust fuel regulator (if applicable). 8. Inspect fuel system, air intake, and exhaust systems. 9. Inspect oil for contamination, if necessary, perform metal wear analysis. 10. Test and inspect battery charging cable and connections. 11. Perform fuel analysis, if necessary (diesel fuel generator). 12. Remove and replace lubricating oil and filters. 13. Remove and replace fuel filter and air filter. 14. Remove and replace sparkplugs. 15. Test and inspect battery charging system for proper function. 16. Manually start the generator. 17. Supply load test equipment and Perform load test as per requirement of generator or informed by the work coordinator. 18. Transfer Switches i. Inspect and clean each drive ii. Lubricate moving parts and contact surfaces iii. Inspect and ensure all connections are tight and meet required and/or recommended torque specifications iv. Perform power transfers to ensure proper operation. 19. Dispose any used parts and fluid in accordance with current EPA and/or TCEQ rules and regulations. D. The Contractor shall perform repair and/or replacement parts identified during preventive maintenance. Preventive repairs shall be made to prevent an unscheduled generator breakdown and to ensure continued normal operation of the generator. Replacement of parts shall be made to extend the useful life of the generator. E. Once identified necessary repair and/or replacement of parts, the Contractor shall provide not to exceed estimate inclusive of labor and parts/material cost to the onsite work coordinator for approval. F. The Contractor shall completely document all repairs. A copy of each preventive maintenance service and repair report will be provided to on-site personnel at the time of completion and shall provide the following information: 1. Service Address 2. Model and serial number of equipment repaired 3. Description of the repairs 4. Itemized list of replacement parts/materials 5. Start time, End time and Total hours worked Page 2 of 6 6. Name of approving City personnel 1.3 Repair Service A. Repair service is a request from the Contract Administrator or onsite work coordinator to the Contractor requesting the Contractor to go to a specific generator to correct any problems which needs attention. B. Call back includes emergency or non -emergency repair services. The onsite work coordinator will use prudent judgment to define emergency or non -emergency. The work coordinator decision shall remain final and the Contractor shall act accordingly. C. The Contractor will receive emergency repair requests via telephone and must call back within 15 minutes of call being placed by the work coordinator. During emergency, the Contractor shall reach on site within two-hour response time. D. During non -emergency, the Contractor shall be available at the site within three- hour response time. E. In the event of adverse weather i.e. hurricane, storm, tornado etc., the contractor shall be available after the post weather event. F. The Contractor shall identify the repair required and provide the onsite work coordinator a written estimate of the time and parts/materials required for the repair in order to obtain approval to perform the repair. G. The Contractor shall complete repairs within 24 hours of arrival on site. The contractor will communicate to onsite work coordinator any conditions that may delay work being completed within 24-hour period. H. In case of emergency or adverse weather, the city reserves the right to use another contractor, if the contractor response times are non-compliant. I. If the Contractor is required to leave the premises to obtain parts/materials, onsite work coordinator must be notified. J. Contractor' shall only invoice City's for the time spend on the property. City's shall not pay for time spend in route or travelling to acquire parts/supplies. 1.4 Generator Rentals A. The City will request the Contractor to provide generator rental, if the City needs back up power or current generator is in non -repairable condition. B. The Contractor shall supply a temporary back-up generator meeting the load rating of the affected site to ensure continuity of operations. The Contractor shall supply necessary accessories to start the generator. C. In case of non -emergency or emergency, the City reserve the right to use another contractor, if the contractor response times are non-compliant. D. The City may rent generator that vary in size from 100 to 900 KW. E. The Contractor shall be responsible for the delivery and pick up of the generator. The City of Corpus Christi will be responsible for the loading and unloading of the generator. Page 3 of 6 F. The rental period will start when the equipment leaves from the Contractor premises and the rental period will end when the equipment handover by the City of Corpus Christi to the Contractor. G. The City may rent generator on Sigle Shift, Double Shift or Triple Shift, depends on the circumstances. The Sigle Shift defined as 8 hours/day, 40 hours/week and 160 hours/month, Double Shift defined as 16 hours/day, 80 hours/week and 320 hours/month. Triple shift defined as unlimited usage in a day, week and unlimited month. Month is defined 28 days and Week is defined as 7 days. H. During the rental period, the contractor shall be responsible for the preventive maintenance, repairs and/or replacement of parts of the generator. I. The Contractor shall provide price inclusive of insurance and damage waiver. J. The Contractor shall deliver the generator with full of diesel fuel. The City shall return the equipment full of diesel fuel. The Contractor shall charge to the City, if City fails to fill the tank. The prices should be as per market rate. 1.5 Parts and Warranty A. The Contractor shall make repairs using new and unused Original Equipment Manufacturer (OEM) parts. B. The Contractor shall provide one-year warranty on repairs and one-year warranty or manufacturer warranty on OEM parts. C. Warranty repairs shall be corrected in a timely manner upon notification. If the Contractor, after notice, fails to proceed promptly, the City may have the defects corrected by a third party and the Contractor shall be liable for all expense incurred. Such action shall not relieve the Contractor of further warranty liabilities. D. The Contractor will be responsible for submitting warranty claims to manufacturer. 1.6 Service Personnel A. The Contractor shall employ sufficient full-time service personnel to perform services outlined in this contract. The Contractor's service technician must be trained, experienced and qualified to perform services outlined in this contract. B. The Contractor shall provide proper Personnel Protective Equipment (PPE) for their employees performing the work as required by OSHA and any other Federal, State, or Local codes, Law and Regulations. C. The Contractor's technician shall check in with the onsite work coordinator prior to commencing work and check out after completing the work. This requirement applies to regular maintenance and call back repairs. 1 7 Invoicing A. Invoice pricing shall reflect pricing as shown in the Contract. B. All invoices shall provide detailed information, including: 1. Service Agreement No 2. P.O No 3. Service Address 4. Model and Serial number of equipment 5. Description of repair, PM and rental services Page 4 of 6 6. Itemized list of charges i.e. labor, parts/material, to include copies of all invoices for parts/materials to support markup 7. Name of authorizing City representative 1.8 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.9 Safety The Contractor shall ensure that all work is performed in a safe manner and shall provide all necessary equipment and barriers to protect the work site, workers, city's employees, city's vehicles and property. 1.10 Work Site Locations WWTP Plant Name Address Manufacturer Model # Serial KW 1 Broadway 801 Resaca Cummins #DQKAB7889872 J110266097 2000 2 Laguna Madre 201 Jester Cummins #DQPAB1529208 L150901852 650 3 Whitecap 13409 Whitecap Blvd. Stewart & Stevenson # 12GDT600 71909 600 4 Whitecap 13409 Whitecap Blvd. Cummins #DQFAC1748207 G170215059 900 Lift Station Name Address Manufacturer Model # Serial KW 1 Airport 1000 International Dr. Olympian #D150P1 OLYANAT00730 150 2 1 Buckingha m 7501 S. Staples Caterpillar #LS5 G5A03177 300 3 Greenfields 7310 Canadian Dr. Generac #844874100 2094427 100 4 Cimarron 7401 Cimarron Cummins #DSFAE5782087 L100159146 80 5 Country Club 6300 Everhart Generac #7514330100 2091568 250 6 Jamaica 2092 Jamaica Generac #11287700100 2013944 100 7 Kostoryz 6261 Kostoryz Caterpillar #3306SR48 17YR03152 250 8 Laguna Shores 2902 Laguna Shores Caterpillar #D1258 CATOOC71 HLCO 01 125 9 Oso #1 501 Nile Detroit Diesel 1761231 10608 #500RXC6DT2 500 10 Oso #2 501 Nile Detroit Diesel 1761231 10608 #600RXC6DT2 500 Page 5 of 6 Lift Station Name Address Manufacturer Model # Serial KW 11 Woodriver 4601 Spring Creek Dr. Cummins #DEFG6254688 A080151167 350 12 Sharpsburg 4412 Sharpsburg Rd. Cummins #DFEJ1716425 C170169476 450 13 Mobile Greenwood WWTP Baldor #TS1303J SB2S 160 101 SW Pump Station Name Address Manufacturer Model # Serial KW 1 Power St. 1218 N. Water St. Cummins #DGDBD4489916 J000164716 100 2 Kinney St. 302 S. Water St. Kohler #750REOZM 2134865 760 3 Kinney St. 302 S. Water St. Kohler #750REOZM 2134386 760 4 Kinney St. 302 S. Water St. Kohler #750REOZM 2134387 760 Gas Loc Name Address Manufacturer Model # Serial KW 1 Gas Building 4225 S. Port Ave. Generac #1964780100 2065509 150 2 CNG Fuel Station 5352 Ayers St. Bldg_ 20 , Cummins #1530014 Al620910086 500 Page 6 of 6 Attachment B: Bid/Pricing Schedule Date: CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 1735 Generator Preventive Maintenance and Repair Services 01/03/2019 Bidder: Holt Texas, LTD. PAGE 1 OF 5 Authorize Signature P is ad uryear, General Counsel Mi 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. in submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and Prue. c. Bidder is current with all taxes due and company is In good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. e. Bidder shall bring Rental Total from Rental Section to Line 5 below. Item Description UNIT QTY Unit Price Total Price 1 Annual Preventive Maintenance - Normal Hours, 8:00 AM to 5:00 PM HR 125 $ 1 5 I $ , t, B 7S. 2 Technician - Normal Hours Monday to Friday, 8:00 AM to 5:00 PM HR 200 $ CO $ So, Do o 3 Technician - Afterhours, Weekends and Holidays HR 60 $ S i 3, s40 Estimated Spend Mark up (%) 5 y„ 4 Parts $10,000 o$ I a, Sao 5 Allowance for Rental of generators $35,000 1 $ tl o $ o o Total VL. c 4�2c i 4- N'e ,B 7 5 00 r Generator Rental Price list A. If the Contractor does not have generator as per specification given, then the contractor can provide rate for the equivalent one. B. The Contractor needs to provide rate for the single shift, double shift and triple shift. C. Rental Price will be taken in to consideration while determining lowest, responsible and responsive bidder. For the calculation purpose we will consider sum of total of day, week and month and D. Item Description Daily Rental Rate Weekly Rental Rate Monthly Rental Rate Cummins 650 KW #DQPAB1529208 S/N: L150901852 Single shift Double shift Triple shift Stewart & Stevenson 600 KW #12GDT600 S/N: 71909 $ 130 k773 $14,00 $ 7, zoo $ l?,Lf5a Single Shift Double Shift Triple Shift $ 1,3 (7 $ 1, oso Cummins 900 KW #DQFAC1748207 S/N: G170215059 1-13 foo $1,Zf3oo $ 1$ c45 $aL)s (o ov Single Shift Double Shift Triple Shift $ I Sao $51_1400 $ I6,2oo $ $ 8/oo $2141300 $ 30) at, $ /0, (00 $3d,400 Olympian 150 KW #D150P1 S/N: OLYANAT00730 Single Shift Double Shift Triple Shift $ L L1 yc .$ c1(a7S' 5 Caterpillar 300 KW #LS5 S/N: G5A03177 Single Shift $ y o o $ /Q.° I $ � loo i Double Shift $ a, '¢ o i $ 7, .o3 $ 3, 60D_ $ /0/ Fos $ 46,Po a $ /4.1 y oG Triple Shift 6 Generac 100 KW #844874100 SAL 2094427 Single Shift $ 303 $ q55 $ 6,0 4, Double Shift $ Co ` $ /, 30/ . $ 1, 'ii $S,,Lt 5K Triple Shift $li 7a� $ v' 2 I 7 Cummins 80KW #DSFAE5782087 S/N: 1100159146 Single Shift $ 303 $ `A $ j j 3 b q $ G e--6 $ ("I? Double Shift $ 0 9 , Triple Shift $.,1 "4:7 $ i dci r ,S y,5 4 8 Generac 250 KW #7514330100 S/N: 2091568 Single Shift $ Gz"/ $ qi40 $ ! 2s Double Shift $ /1 k fro $ . 18,.,1 0 $ 31-7(00 Triple Shift $5(Dyo $ ?,q60 $/1, as-0 9 Generac 100 KW #11287700100 S/N: 2013944 Single Shift $ 3t, 3 $ y 55 $ 6,0 Double Shift $ 9 o 0/ $ 1130 $ Lf, ocr $ 4 ,18 $ S, 4514 Triple Shift $ D7a7 10 Caterpillar 250 KW #3306SR48 S/N: 7YR03152 Single Shift $ G o7 $ y o $0.53 $ -3 06 o $/ I a Double Shift $ ii Qya $5, 6 LI 0 $ 4,), p,c) $ 0/1-)6° Triple Shift 11 Caterpillar 125KW #D1258 S/N: CAT00C71 HLC001 Single Shift $ 1-1 qS $ ) i LI v1/ $ 7'i -� $ 2Ea�6 $ Lt ?q $ 76,? Double Shift __ Triple Shift $ `1,45.), $ 4,34-1? $ t 7014- 12 Detroit Diesel 500KW #500RXC6DT2 S/N: 176123110608 Single Shift $ j , D(.7 $ 3,. oo $ /r(c oo $ LL,vo $ ..)1 i 33 $ 6,460 Double Shift ' Triple Shift $ ell 600 $1 `i, qoo $ 0 goo 13 Detroit Diesel 500KW #600RXC6DT2 S/N: 761231106081 Single Shift o 6 7 jjElz..0 sq.,g„ o $ a 137 $ 61 Lf Oo $ I, , a° 0 Double Shift , $ 3r apo Triple Shift $ boo $ )4,14to 14 Cummins 350 KW #DEFG6254688 S/N: A080151167 Single Shift Double Shift $ '_oo $ 1y,9j $ j , /0 I $ 3, (, 0). $ 1, bo r $ 4, y0 a - Triple Shift $ -y.03 $ �o ,Pros $ )4 , L/ o (' 15 Cummins 450 KW #DFEJ1716425 S/N:C170169476 Single Shift $ 1) b is 7 $ 4 60 0 $ Ail 37 $ (01i -too $ (cj, a0 0 Double Shift $ 31 a„o o $ t b 0 a $ y.1 Po 0 $ (tls t,(oo Triple Shift 16 Cummins 100 KW #DGDRD4489916 S/N: J000164716 Single Shift $ 3 0 3 $ '4 S5 $ (P 0 j, Double Shift $ ,01 $ .4 -.?a- , $ )i 3"`F $ j, oct j $ I, 171' $ 5 cfg-q Triple Shift 17 Cummins 900 KW #DQFAC 1748207 S/N: 6170215059 Single Shift $ / L ?u o $ 370 o $ 3) 4,00 Double Shift $ 5 y o o j$ W, f o o $ /o, cf ao $ tibia? $ 1,60e $ 3, a.d0 $ � ed00 $614.00 $ 400 $ 14)(1" .or$ j0;2oo . $ 1 q $ bz5,5V1,00 $ -17A-6157715 A -"57;5 $1 Sf4r3 L{ . o 0\046A Triple Shift 18 Kohler 760 KW #750REOZM S/N: 2134865 $11a1o2oo $.241, 3o o $32,_yo o Single Shift Double Shift Triple Shift 19 Kohler 760 KW #750REOZM S/N: 2134386 $ 136-1 q, c $ 4415b $ 1 Sr, 4 SO $ l"Z,3oo 2,713 $ria00 $ 21-1boo Single Shift Double Shift Triple Shift 20 Kohler 760 KW #750REOZM S/N: 2134387 $1,347 $4000 $ /Z13o0 $D! 050 $ b 1J s -n $ 1,, Lis --0 $ . Lf ,u $p-1']3 $ ��oa Single Shift Double Shift Triple Shift 21 Generac 150 KW #1964780100 S/N: 2065509 $,nSp $(2jiSO $., 173 $g", as o $1,300 $ 1�iLFSU $ 1'}t 6 60 Single Shift Double Shift Triple Shift 22 Cummins 500 KW #1530014 S/N: A1620910086 $ r $ 74D- $ $ `1,145]- $ 6, 67? $P,704 Single Shift Double Shift Triple Shift Sub -Total Rentals Total Rentals ATTACHMENT C: INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change, or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 Page 1 of 3 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: ■ List the City and its officers, officials, employees, and volunteers, as additional insured by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Utilities Generator Repair and Preventive Maintenance Services 04/26/2018 sw Risk Management Valid Through 12/31/2018 Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS A. The Contractor shall provide one-year warranty on repairs and one-year warranty or manufacturer warranty on OEM parts. B. Warranty repairs shall be corrected in a timely manner upon notification. If the Contractor, after notice, fails to proceed promptly, the City may have the defects corrected by a third party and the Contractor shall be liable for all expense incurred. Such action shall not relieve the Contractor of further warranty liabilities. C. The Contractor will be responsible for submitting warranty claims to manufacturer. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Juan Carlos Cardenas, P.E., Interim Director of Street Operations CharlieC2©cctexas.com (361) 826-1870 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Supply Agreement for Emulsified Polymerized Asphalt (HFRS-2P) for Street Operations CAPTION: Motion authorizing a three-year supply agreement for the purchase of emulsified polymerized asphalt with Ergon Asphalt & Emulsions, Inc. of Austin, Texas for the not to exceed amount of $2,250,000. PURPOSE: This item is to approve the purchase of emulsified polymerized asphalt for Street Operations. BACKGROUND AND FINDINGS: Street Operations uses this material with pre -coated aggregate for street repairs. The City does not have a storage facility for this material. The contractor must have a facility to dispense the heated material into City trucks and/or deliver to the Service Center and load into City trucks with a temperature between 160-170 degrees Fahrenheit. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid. Staff is recommending Ergon Asphalt & Emulsions, Inc. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Street Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $2,031,276.80 $1,500,000.00 $3,531,276.80 Encumbered / Expended Amount $253,874.60 $0.00 $253,874.60 This item $750,000.00 $1,500,000.00 $2,250,000.00 BALANCE $1,027,402.20 $0.00 $1,027,402.20 Fund(s): Streets Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreements City of Corpus Christi Purchasing Division Buyer: Cynthia Perez Bid Tabulation RFB 2008 Emulsified Polymerized Asphalt $750,000.00 Grand Total for 36 -Months $2,250,000.00 Ergon Asphalt & Emulsions, Inc. Austin, Texas ITEM DESCRIPTION 12 -Month Qty. UNIT Unit Price Extended Price 1 Emulsified Polymerized Asphalt Standard (HFRS-2P) 250,000 Gallons $3.00 $750,000.00 $750,000.00 Grand Total for 36 -Months $2,250,000.00 SUPPLY AGREEMENT NO. 2008 Emulsified Polymerized Asphalt (HFRS-2P) THIS Emulsified Polymerized Asphalt (HFRS-2P) Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Ergon Asphalt & Emulsions, Inc. ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Emulsified Polymerized Asphalt (HFRS-2P) in response to Request for Bid No. 2008 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Emulsified Polymerized Asphalt (HFRS-2P) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 36 months. The parties may mutually extend the term of this Agreement for up to zero additional zero -month periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $2,250,000.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Peter Muniz Department: Street Operations Phone: (361) 826-1951 Email: petermu©cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 8. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, HCA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Peter Muniz Title: Finance & Resource Managerr Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: (361) 826-1951 Fax: (361) 826-1627 IF TO SUPPLIER: Ergon Asphalt & Emulsions, Inc. Attn: Ernesto Santillan Title: Area Sales Manager Address: 11612 RM 2244, Building I, Suite 250, Austin, Texas 78738 Phone: (512) 469-9292 Fax: (512) 469-0391 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 SUPPLIER Signature: Printed Name: Title: ERNESTO SANTILL AREA SALES MANAG Date: JANUARY 15 a 2019 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance — Purchas Date: A#ached and Incorporated by Refe Attachment A: Scope of Work Attachment B: Bid/Pricing Schedul Attachment C: Insurance Requirem nts Attachment D: Warranty Requirem nts ng Division nce: Incorporated by Reference Only: Exhibit 1: RFB No. 2008 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Approved as to legal Form October 1, 20ie Page 7 of 7 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide emulsified polymerized asphalt (HFRS-2P) to be used in the chip seal program throughout the City as outlined in this Scope of Work. 1.2 Scope of Work The emulsified polymerized asphalt shall be a homogeneous mix meeting the TXDOT Specifications Item 300.2 of 2014 Standard Specifications for Construction and Maintenance of Highway, Streets and Bridges. 1.3 Special Instructions A. The Supplier shall provide a high float rapid set (HFRS-2P) anionic emulsified asphalt with a polymer additive that meets the City's expectations for performance. The blended asphalt material hereafter referenced as an emulsified polymerized asphalt shall consist of virgin asphalt, an emulsifier agent, and a polymer additive. Issues of concern to the City regarding the emulsified polymerized asphalt are stability (breaking time), aggregate chip retention, resistance to premature aging (that is, long-term elasticity), and field performance. B. In addition to meeting the method requirements, the City requires the emulsified polymerized asphalt to perform favorably with respect to the issues listed above. Evaluation of field performance will be based on field observations by City personnel of chip seal applications with specific observations relative to chip retention, chip "rolling", clogging or stringing of distributor spray heads, uneven spray distribution, "running" of asphalt along application surface, and visual observation of changes in color and consistency relative to time elapsed after application. C. The polymer additive shall be styrene -butadiene -styrene (SBS), styrene - butadiene rubber (SBR) or equivalent. The additive may be a combination of one or more of these materials. D. The emulsified polymerized asphalt shall meet the storage stability, viscosity, and sieve tests requirements at any time within 14 days of delivery. Samples shall be stored in clean, airtight, sealed containers at a temperature of not less than 40 deg. F until tested. 1.4 Pickup/Delivery Instructions A. Standard Service picked up at Supplier's location and loaded into City Trucks. B. Material delivered and loaded into City Trucks and/or Supplier's tanker is to be delivered to the Street Department Service Center, 2525 Hygeia, Corpus Christi, Texas. C. Shipping temperatures shall be in accordance with the heating and storage maximum temperature ranges shown in the Texas State Department of Highways and Public Transportation, 2014 Standard Specifications for Construction of Highways, Streets, and Bridges. Supplier must be able to pump material into City distributor tanker. Minimum delivery will be 3,000 gallons. 1.5 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.6 Samples A. Suppliers are required to submit third party lab test reports which indicate that the emulsion asphalt mix meets all requirements in accordance with 2014 TX DOT Standard Specification Item 300.2 B. The City may obtain samples of the emulsified polymerized asphalt at any time during the Contract period. Sampling is to be performed by the Director of Street Services in accordance with TX DOT test method Tex - 500 -C. The Suppliers' representative will be given the opportunity to witness sampling of the emulsified polymerized asphalt. C. At the City's discretion, samples shall be obtained on every 50,000 gallons of emulsified polymerized asphalt sold to the City or at least once every two weeks whichever results in more samples. In lieu of the foregoing sampling requirements, the City may elect to accept third party lab test reports which indicate that the emulsion asphalt mix meets all the requirements listed on the 2014 TX DOT Standard Material Specifications Item 300. The third -party test reports must be for every new batch of material formulated that was picked up or delivered to the City. The City will test at its discretion or when the emulsified polymerized asphalt field performance indicates the need. The sampling will be at the point of manufacturer or at the point where the City takes possession of the emulsified polymerized asphalt. The City reserves the right to determine the place and time of sampling. D. The City also reserves the right to sample and test at any time. All costs associated with sampling and testing shall be paid by the City except the Supplier will pay for all costs associated with the testing of samples which fail to meet requirements. The costs for samples that fail to meet requirements will be deducted from the vendor's payment from the City. E. The City requires a copy of the material test report for every pickup or delivery of material. Date: DECEMBER 28. 2018 CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2008 Emulsified Polymerized Asphalt (HFRS-2P) Authorized Bidder: ERGON ASPHALT & EMULSIONS, INC. Signature: T- PAGE 1 OF 1 ERNESTO SANTILLAN AREA SALES MANAGER 1. Refer to "instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Do not write notes on the bottom of this page. Bidder will be considered Non -Responsive if the bid form is modified. Item Description UNIT 1- Year Quantity Unit Price Total Price 1. Emulsified Polymerized Asphalt (HFRS-2P) Gallons 250,000 $ 3.00 $ 750,000.00 Total $750,000.00 Grand Total for 36 Months $2,250,000.00 Attachment B - Bid/Pricing Schedule Attachment C - Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Supply and Delivery of Emulsified Polymerized Asphalt (HFRS-2P) 10/22/18 sw Risk Management Valid Through 12/31/2018 Attachment D - Warranty Requirements Section 8 Warranty Sub Section (b) is null and void for this Supply Agreement. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management jimd@cctexas.com (361) 826-1909 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Offsite Repairs of Ford Vehicles for Asset Management CAPTION: Motion authorizing a one-year service agreement for offsite repairs of Ford vehicles with Crosstown Partners Inc., dba Sames Ford of Corpus Christi, Texas for an amount not to exceed $478,500, with a one-year option for a total potential multi-year amount of $957,000. PURPOSE: This item is to approve the service for offsite repairs of Ford vehicles for Fleet Maintenance a division of Asset Management. BACKGROUND AND FINDINGS: Fleet Maintenance has the need for a service contract to perform offsite repairs of Ford vehicles. This service agreement will allow the contractor to perform vehicle repairs and or replacements of parts in a timely manner. The service agreement will enable Fleet Maintenance Division to meet the high demands for offsite repairs of Ford vehicles. The Purchasing Division conducted a competitive RFB process to obtain bids. The City received one bid, and is recommending Crosstown Partners Inc., dba Sames Ford of Corpus Christi. ALTERNATIVES: N/A OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Asset Management FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,781,652.79 $677,875.00 $2,459,527.79 Encumbered / Expended Amount $713,788.42 $0.00 $713,788.42 This item $279,125.00 $677,875.00 $957,000.00 BALANCE $788,739.37 $0.00 $788,739.37 Fund(s): Fleet Maint. Svc. Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI PRUCHASING DIVISION BUYER: Sonia Tamez BID TABULATION RFB 1848 - Offsite Repairs of Ford Vehicle Item Description Unit Qty Unit Price Total Price 1 Labor - Gas HR 2,000 $90.00 $180,000.00 2 Labor - Diesel HR 2,000 $95.00 $190,000.00 3 Diagnostic Fee HR 100 $95.00 $9,500.00 Item Description Unit Qty Markup % Markup Total Parts Total 4 Parts EA $90,000 10.00% $ 9,000.00 $ 99,000.00 Grand Total $478,500.00 SERVICE AGREEMENT NO. 1848 Offsite Repairs of Ford Vehicles THIS Offsite Repairs of Ford Vehicles Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Crosstown Partners Inc., dba Sames Ford ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Offsite Repairs of Ford Vehicles in response to Request for Bid/Proposal No. 1848 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Offiste Repairs of Ford Vehicles ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to one additional one-year periods ("Option Period (s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $478,500.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Erlinda Klubertanz General Services Department Phone: 361-826-1903 Erlinda©cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Erlinda Klubertnez Title: Operations Manager 5352 Ayers, 3-B, Corpus Christi, Texas 7841518 Phone: 361-826-1903 Fax: 361-826-4394 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Crosstown Partners Inc., dba Sames Ford Attn: Cyndy Hunter Title: Controller Address: 4721 Ayers Street, Corpus Christi, Texas 78415 Phone: 361-851-7600 Fax: 361-225-2860 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 Attachment A: Scope of Work 1. General Requirements/Background Information The Contractor shall provide parts and services for repairs to Ford Vehicles for the Corpus Christi Asset Management Department. Contractor shall be ASE or Dealer Certified. Contractor shall be certified to repair Hybrid and compressed natural gas vehicles. 2. Scope of Work A. Service requirements: 1. Contractor shall perform repairs to include, but not limited to, engine, drivetrain, body, electrical, HVAC, suspension, brakes and wheel alignments. 2. Contractor shall perform both Electrical and Mechanical Diagnostics. 3. All preventive and unscheduled maintenance and repair to include parts and labor. 4. Contractor shall provide Original Equipment Manufacturer (OEM) parts. Aftermarket Parts will only be accepted when OEM are no longer available. 5. Contractor shall not subcontract any repairs. 6. The Contractor is responsible for any towing charges incurred for immediate failures after repairs have been completed by the Contractor. B. Lead Time: 1. First Responder vehicle repairs shall be First Priority. The Contractor shall provide same day priority service. This standard shall apply to a full six-day work week, Monday through Saturday, and include items covered under warranty as well as non -warranty repairs. 2. Contractor shall have four business days, Monday through Friday, 8:00 am to 5:00 pm, Saturday, 8:00 am to 12:00 pm to complete what is constituted as a minor repair according to the manufacturer. 3. Contractor shall have eight business days, Monday through Friday, 8:00 am to 5:00 pm, Saturday, 8:00 am to 12:00 pm to complete what PAGE 1 OF 2 is constituted as a major repair according to the manufacturer. Extensions shall require approval from the Contract Administrator. C. Delivery: 1. The City will use its authorized contracted towing company to deliver the inoperative vehicle to the Contractor. The City will notify the Contractor of vehicles being towed and delivered to vendor for repairs. On the same day the vehicle is received, the Contractor shall send an email to the Contract Administrator. Contractor Administrator will indicate the Date the vehicle was received, repair estimate and estimated completion time of service. 2. City of Corpus Christi Asset Management staff will transport operative vehicles to and from the Contractor's facility. 3. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. PAGE 2 OF 2 Date: lZ-.91-/7 Attachment B: Quote/Pricing Schedule Bidder: c.1;6:i 41d CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 1848 Offsite Repairs of Ford Vehicles Authorized Signature: PAGE 1 OF 1 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. ;Item;: 1 . 2 3 escnption Labor - Gas nit_ PriO . HR 2,000 90 .dv TotQl p:r�ce po,,A, $180, Labor - Diesel HR 2,000 Diagnostic Fee HR 100 000 /4- 000 %7" —0,1. $190, 9' '. $9,50 4 Parts EA $90,000 lo �fv Mirkup=Total: Total , .e.,322,599,1°- Grand Total = $478,500.00 /� Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Fire Chief one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate GARAGE LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations Hazard 4. Contractual Liability 5. Independent Contractors 6. Broad Form Property Damage 7. Personal Injury 8. Advertising Injury $1,000,000 COMBINED SINGLE LIMIT GARAGE KEEPERS PHYSICAL DAMAGE COVERAGE including: 1. Physical Damage on a Direct Primary Basis Actual Cash Value of Vehicles While in Care, Custody or Control PAGE 1 OF 3 3. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. PAGE 2 OF 3 5. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. 6. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor'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 contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Fleet Dept. Auto Garage Services and Repairs - Off Site 01/09/2019 sw Risk Management Valid Through 12/31/2019 No Bond is required for this service. PAGE 3 OF 3 Attachment D: Warranty Requirements Section 8. (A) and (B) are null for this Service Agreement. Page 1 of 1 AGENDA MEMORANDUM Future item for the City Council meeting of February 12, 2019 Action Item for the City Council meeting of February 19, 2019 DATE: January 29, 2019 TO: Keith Selman, Interim City Manager FROM: Rudy Betancourt, Director of Housing and Community Development RudyB@cctexas.com (361) 826- 3021 Resolution identifying Avanti at South Bluff as a development which will contribute to revitalization efforts. CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas identifying the project known as Avanti at South Bluff as a development that will contribute most significantly to the concerted revitalization efforts of the City in the Downtown Area Development Plan, and providing for an effective date. PURPOSE: The purpose of the Resolution is to identify the proposed development of Avanti at South Bluff as contributing most significantly to the concerted revitalization efforts of the Downtown Area Development Plan, which includes the Tax Increment Reinvestment Zone #3 (TIRZ3). BACKGROUND AND FINDINGS: Per the Texas Department of Housing and Community Affairs (TDHCA) 2019 Qualified Allocation Plan guidelines, the proposed development could earn a maximum of two (2) points if the proposed development is explicitly identified by the Governing Body as contributing most significantly to the concerted revitalization efforts. The Avanti at South Bluff development does contribute to the revitalization efforts in Downtown Area Development Plan, which includes TIRZ3. ALTERNATIVES: None OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO POLICY: Council approval is required for the passing of the resolution EMERGENCY /NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Housing and Community Development, Planning and ESI, Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital lip Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends adoption of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution of the City Council of the City of Corpus Christi, Texas identifying the project known as Avanti at South Bluff as a development that will contribute most significantly to the concerted revitalization efforts of the City in t h e Downtown Area Development Plan; and providing for an effective date. Whereas, the City of Corpus Christi has considered the revitalization needs of the Downtown Area Development Plan which includes the Tax Increment Reinvestment Zone #3, (the "Designated Area") and approved a Community Revitalization Plan (the "Plan") for the Designated Area on March 27, 2018; and Whereas, in furtherance of the community revitalization activities noted in the Plan, Avanti at South Bluff, LP and its affiliates (the "Applicant") propose a new construction affordable housing development with up to 72 residential units to be located at 509 S. Carancahua St. (the "Affordable Housing") in the Designated Area, to be known as Avanti at South Bluff to; and Whereas, the Applicant proposes to apply for financing for the Affordable Housing, including Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and Community Affairs ("TDHCA") pursuant to TDHCA's 2019 Qualified Allocation Plan (the "QAP"); and Whereas, the City supports the development of the Affordable Housing because of its anticipated community revitalization impact for the Designated Area; and Whereas, the Affordable Housing is the only applicant for Tax Credits in the 2019 competitive round that the City wishes to identify as contributing most significantly to the City's revitalization efforts in the Designated area pursuant to Section 11.9(d)(7)(A)(iv)(II) of the QAP. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the development of the Affordable Housing and has selected the Affordable Housing as the only proposed Tax Credit application for 2019 that contributes most significantly to the City's concerted revitalization efforts in the Designated Area. Section 2. This resolution shall become effective immediately upon its passage. The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation CAPTION: Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. PURPOSE: The City has three corporations for which the City Council serves as the Board of Directors. These corporations are the Corpus Christi Community Improvement Corporation (CCCIC), the Corpus Christi Housing Finance Corporation (CCHFC), and the Corpus Christi Industrial Development Corporation (CCIDC). Of the three corporations, the Corpus Christi Community Improvement Corporation (CCCIC) is incorporated under the Texas Non-profit Corporations Act and, therefore, appoints its own membership. The other two corporations, the CCHFC and CCIDC, require that the City Council make the appointments. BACKGROUND AND FINDINGS: Not Applicable. ALTERNATIVES: Not Applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. DEPARTMENTAL CLEARANCES: Housing and Community Development Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Fiscal Year: 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: None. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation CAPTION: Motion appointing Council Members Joe McComb, Roland Barrera, Rudy Garza, Paulette Guajardo, Gil Hernandez, Michael Hunter, Ben Molina, Everett Roy and Greg Smith as Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. PURPOSE: The Coastal Bend Health Facilities Development Corporation was formed in 1984 to facilitate the financing of health care facilities through the issuance of tax-exempt revenue bonds as authorized by federal tax laws. The Coastal Bend Cultural Education Facilities Finance Corporation was created in 2009 to replace the Coastal Bend Health Facilities Development Corporation. Since the Coastal Bend Health Facilities Development Corporation still has bonds outstanding from earlier financing, it cannot be dissolved until those bonds are either retired or refunded. Council Members are appointed to serve on both corporations in order to maintain continuity for both organizations until the Health Facilities Development Corporation can be dissolved. BACKGROUND AND FINDINGS: Not Applicable. ALTERNATIVES: Not Applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Fiscal Year: 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: None. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: February 12, 2019 TO: Keith Selman, Interim City Manager FROM: Gilbert Hernandez, Director of Municipal Court GilbertH@cctexas.com (361) 826-2551 Kim Baker, Assistant Director of Financial Services—Purchasing Division KimB2@cctexas.com (361) 826-3169 InCode Software for Municipal Court CAPTION: Resolution authorizing a five-year service agreement for InCode software maintenance and support with Tyler Technologies of Plano, Texas for an amount not to exceed $864,818. PURPOSE: The purpose of this agenda item is to enter into a new contract to continue the utilization of this Municipal Court software that was implemented in 2013. BACKGROUND AND FINDINGS: Municipal Court staff, with the assistance of Municipal Information Systems evaluated software from a number of providers in 2013. InCode Municipal Court Software was the software chosen. At that time, InCode was the software of choice by over 500 cities in Texas. City Council previously approved a five-year maintenance agreement along with the license agreement in 2013. Municipal Court staff are pleased with the performance of the software and recommend entering into a new five-year agreement to continue the service, as a sole source purchase. ALTERNATIVES: Solicit for other software; however, there will be a large expense to convert everything to a new system. OTHER CONSIDERATIONS: No feasible considerations CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State Statues regulating procurements. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Municipal Court, IT Department and Purchasing Division FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $258,943.00 $701,365.00 $960,380.00 Encumbered / Expended Amount $30,665.00 $0.00 $30,665.00 This item $163,453.00 $701,365.00 $864,818.00 BALANCE $64,724.37 $0.00 $64,724.37 Fund(s): General Fund/ Muni Court Technology Comments: The contract value total is a not -to -exceed $163,453 for the first year, of which all will be funded in next year and the following years in future year's budgets. The total contract value for five years will be a not -to -exceed $864,818. RECOMMENDATION: Staff recommends approval of the Motion. LIST OF SUPPORTING DOCUMENTS: Service Agreement Verification Addendum Resolution authorizing a five-year service agreement for InCode software maintenance and support with Tyler Technologies, of Plano, Texas, for an amount not to exceed $864,818. WHEREAS, Tyler Technologies will provide the InCode software for Municipal Court; WHEREAS, this software will provide Municipal Court the ability to manage cases and documents in the court system; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as this purchase is available from only one source due to special processes or patents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a service agreement for the InCode software from Tyler Technologies of Plano, Texas for an amount not to exceed $864,818. Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Grey Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 Addendum to City of Corpus Christi Agreement with Tyler Technologies, Inc This Addendum shall modify the agreement between the City of Corpus Christi (the "City") and Tyler Technologies, Inc (the "Vendor") and shall supplement the Maintenance and Support Agreement, Contract No. 2018-0146. To the extent that any of these terms are inconsistent with the terms of the Maintenance and Support Agreement the terms in this addendum shall govern. 1. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Addendum on behalf of Vendor verifies that the company does not boycott Israel and will not boycott Israel during the term of license provided under the quote. 2. Non -Appropriation. The continuation of this agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 3. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 4. Certificate of Interested Parties. Vender 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 requires disclosure of "interested parties" with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elfinfo form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at httos://www.ethics.state.tx.us/leoalich46.html. 5. Conflict of Interest. Vender agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at htt ps: //www. cctexas. com/d epa rtme n#s/city-secreta ry/conflict-disclosure. City of Corpus Christi Signature: Print Name: Title: Date: Tyler Techno les, Inc Signature: Print Name: 3Ae} J c7; ner . Ti#le: P- 1`L -to Date: 1 — - 1 1 Contract No. 2018-0146 • •••'•• tyler ,. • technologies MAINTENANCE AND SUPPORT SERVICES AGREEMENT This Maintenance and Support Services Agreement ("Agreement") is entered into by and between Tyler Technologies, Inc., a Delaware corporation with its principal place of business located at 5101 Tennyson Parkway, Plano, Texas 75024 ("Tyler") and the City of Corpus Christi, Texas whose address is P.O. Box 9277, Corpus Christi, Texas 78469 (the "Client") and shall be effective as of February 1, 2019 (the "Effective Date"). RECITALS AND INTENT WHEREAS, Client has acquired licenses from Tyler to its proprietary software under that certain Agreement ("Tyler Software") by and between Tyler and the Client dated December 17, 2013 (the "Software License Agreement"); and, WHEREAS, Client desires Tyler to perform, and Tyler desires to perform, certain maintenance and support services related to the Tyler Software as further detailed herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows: AGREEMENT SECTION A — CERTAIN DEFINITIONS 1. "Agreement" means this Maintenance and Support Services Agreement. 2. "Client" means the City of Corpus Christi, Texas. 3. "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. 4. "Developer" means a third party who owns the intellectual property rights to Third Party Software. 5. "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals, and other training or self-help documentation. 6. "Effective Date" means February 1, 2019. 7. "Investment Summary" means the agreed-upon cost proposal for the software receiving maintenance and support services and shown in the attached as Exhibit A. 8. "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached hereto as Exhibit B. 1/84 Contract No. 2018-0146 9. "Software License Agreement" means that certain Agreement by and between Tyler and the Client dated December 17, 2013 and attached hereto as Exhibit C. 10. "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable. 11. "Third Party Hardware" means the third -party hardware, if any, identified in the Investment Summary. 12. "Third Party Products" means the Third Party Software and Third Party Hardware. 13. "Third Party Services" means the third -party services, if any, identified in the Investment Summary. 14. "Third Party Software" means the third -party software, if any, identified in the Investment Summary. 15. "Tyler" means Tyler Technologies, Inc., a Delaware corporation. 16. "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through the Software License Agreement. 17. "we", "us", "our" and similar terms mean Tyler. 18. "you" and similar terms mean Client. SECTION B — SOFTWARE LICENSE AGREEMENT 1. Adoption and Ratification of Prior Terms. 1.1 Tyler and Client hereby ratify, restate, assume, adopt, and agree to perform and be bound by the covenants, terms, and conditions of the Software License Agreement, and all such covenants, terms, and conditions are incorporated by reference as if set forth at length herein. 1.2 For the avoidance of doubt, the terms and conditions contained in this Agreement shall supersede and control over any conflicting terms set forth in the Software License Agreement. 1.3 Client agrees to pay all fees arising under the Software License Agreement and this Agreement in accordance with the payment terms therein and herein, as applicable. 2. Ownership of Tyler Software. We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. SECTION C — MAINTENANCE AND SUPPORT 1. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then -current Support Call Process: 1.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then -current version and the immediately prior version); provided, however, that if you 2/84 Contract No. 2018-0146 modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 1.2 provide telephone support during our established support hours; 1.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 1.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 1.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with our then -current release lifecycle policy. 2. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as reasonably required for us to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 3. Hardware and Other Systems. If you are a self -hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) all infrastructure executing Tyler Software shall be managed by you; (b) you will maintain support contracts for all non -Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third -Party Software, if any); and, (c) you will perform daily database backups and verify that those backups are successful. 4. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then -current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. 3/84 Contract No. 2018-0146 5. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Agreement as Exhibit B. 6. Discontinuation of Maintenance and Support. If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the after the initial term of this Agreement, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: receive the lowest priority under our Support Call Process; (i) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (ii) be charged our then -current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iii) be charged for a minimum of two (2) hours of support services for every support call; and, (iv) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION D — INVOICING AND PAYMENT; INVOICE DISPUTES 1. Maintenance and Support Fees. 1.1 Year 1 maintenance and support fees are shown in the Investment Summary and shall be invoiced on February 1, 2019 and payable in accordance with the terms of the Software License Agreement and this Agreement. Maintenance and support fees for Year 2 through Year 5 shall be invoiced annually in advance and due on every anniversary of October 1st. 1.2 To the extent applicable, if the Client has already paid a portion of the maintenance and support fees for the Tyler Software shown in the Investment Summary, then the Client shall pay a prorated portion of maintenance and support fees for such Tyler Software up to October 1st of the applicable calendar year during the initial term of this Agreement. Thereafter, the Clients maintenance and support term for such Tyler software shall align with the dates shown in Section E(1) "Term". 1.3 [INTENTIONALLY OMITTED]. 2. Failure to Pay. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended 3. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, 4/84 Contract No. 2018-0146 then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION E — TERM AND TERMINATION 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the October 1, 2018 and remains in effect for five (5) year, as detailed in the table immediately below. Initial Term Year Duration Year 1 October 1, 2018 through September 30, 2019 Year 2 October 1, 2019 through September 30, 2020 Year 3 October 1, 2020 through September 30, 2021 Year 4 October 1, 2021 through September 30, 2022 Year 5 October 1, 2022 through September 30, 2023 2. Termination for Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in the Software License Agreement. You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within thirty (30) days of the commencement of dispute resolution proceedings as contemplated in the Software License Agreement. In the event of termination for cause, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. SECTION F — DISCLAIMER; LIMITATION OF LIABILITY 1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE THEN -CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THIS SECTION F(2) "LIMITATION OF LIABILITY" AND SECTION F(3) "EXCLUSION OF CERTAIN DAMAGES" AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. 3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR 5/84 Contract No. 2018-0146 CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SECTION G — GENERAL TERMS AND CONDITIONS 1. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 2. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect on the terms of this Agreement and the terms and conditions of this Agreement shall control over any terms and conditions contained in a purchase order or similar document submitted by you. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 3. Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Additionally, any provision of this Agreement is found by a proper authority to be unenforceable, illegal, or invalid, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision. 4. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 5. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original instrument. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 6. Contract Documents. This Agreement includes the following exhibits: Exhibit A: Investment Summary Exhibit B: Support Call Process Exhibit C: Software License Agreement [Signature page to follow] 6/84 Contract No. 2018-0146 IN WITNESS WHEREOF, a duly authorized representative of each party has executed and delivered this Agreement as of October 1, 2018. TYLER TECHNOLOGIES, INC.: By: 5'bAA, CkAi Name: Title: Sherry Clark Sr. Corporate Attorney Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer With copy to: Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, TX 75024 Attention: Legal Department THE CITY OF CORPUS CHRISTI, TEXAS: By: Name: Title: Address for Notices: The City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469 Attention: 7/84 Contract No. 2018-0146 • ••::•. tyler . •. technologies EXHIBIT A Investment Summary The following Investment Summary details the software that will receive maintenance and support services under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. [Remainder of page is intentionally left blank; document follows immediately behind] 8/84 • ••. tyler • • technologies Prepared for: Gilbert Hernandez City of Corpus Christi Municpal Courts Services Asst. Director (361) 826-3331 GilbertH@cctexas.com Tyler Related Products and Services Quoted By: Quote Date: Expiration Date: Shane Cleaveland 11/09/18 03/09/19 Description 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 Court Case Management Suite Criminal Court Case Management Incode Court Online Component Incode Content/Document Management System Software Courts & Justice - Custom Programming Courts & Justice - Custom Programming Courts & Justice - Custom Programming Courts & Justice - Custom Programming Courts & Justice - Custom Programming Suite - Court Room Scrreen Interface - Attorney Filing Portal - CMV Identification Scan - Case Participant Self Checkin - Officer Scheduling Epson Thermal Receipt Printer Maintenance $123,353 $1,200 $7,381 $3,366 $1,654 $3,750 $2,500 $1,500 $2,756 $2,702 $127,054 $1,200 $7,602 $3,467 $1,703 $3,750 $2,500 $1,500 $2,839 $2,783 $130,865 $1,200 $7,830 $3,571 $1,754 $3,750 $2,500 $1,500 $2,924 $2,866 $134,791 $1,236 $8,065 $3,678 $1,807 $3,863 $2,575 $1,545 $3,012 $2,952 $138,835 $1,236 $8,307 $3,788 $1,861 $3,863 $2,575 $1,545 $3,102 $3,041 Media Plus Cash Drawer Maintenance $532 $548 $565 $582 $599 Tyler U Basic Network Support Service Topaz Signature Pad Topaz Signature Pad TXDOT Vehicle Owner Interface $5,000 $729 $540 $490 $3,000 $5,150 $751 $557 $505 $3,090 $5,305 $774 $573 $520 $3,183 $ 5,464 $797 $590 $535 $3,278 $5,628 $821 $608 $551 $3,377 Subtotal Annual Maintenance $160,453 $164,998 $169,680 $174,770 $179,737 CONFIDENTIAL Contract No. 2018-0146 • ••::•• tyler . 0. technologies EXHIBIT B Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community — an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) — for less urgent and functionality -based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email — for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources Several additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com — for accessing client tools and other information including support contact information. (2) Tyler Community — available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase — A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates — where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day Issue Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler's website or by calling software support directly. 10/84 Contract No. 2018-0146 Incident Priority Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client's remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non - hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non - hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack. For non - hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. 11/84 Contract No. 2018-0146 Incident Escalation Tyler Technology's software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client's needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone — for immediate response, call toll-free to either escalate an incident's priority or to escalate an issue through management channels as described above. (2) Email — clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal — clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client's database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is able to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. 12/84 Contract No. 2018-0146 • ••::•. tyler . •. technologies EXHIBITC Software License Agreement [Remainder of page is intentionally left blank; document follows immediately behind] 13/84 Contract No. 2018-0146 EXHIBIT C AGREEMENT Contract ID# 2013-0278 r� This agreement ("Agreement") is made this 11 day of bQQ X-2013, which is the date of final approval by the Corpus Christi City Council, ( `Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414 ("Tyler") and the City of Corpus Christi, whose address is PO Box 9277, Corpus Christi, Texas 78469 ("Client"). WHEREAS Client selected Tyler to furnish, deliver, install and implement the products set forth in the investment summary attached hereto as Exhibit I ("Investment Summary"); NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Tyler and Client agree that Tyler shall provide products and services, and Client shall pay prices, as set forth in this Agreement. SECTION A — SOFTWARE LICENSE AGREEMENT 1. License Grant. a) Upon the Effective Date, Tyler hereby grants to Client a perpetual, non-exclusive, non -transferable, royalty -free, revocable license to use the Tyler software products set forth in the investment summary attached hereto as Exhibit I ("Investment Summary") and related interfaces (collectively, the "Tyler Software Products") and documentation provided in or with the Tyler Software Products ("Documentation") for Client's internal business purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by Tyler only if Client fails to comply with the terms and conditions of this Agreement, including without limitation, Client's failure to timely pay the Software fees in full. Upon Client's payment in full for the Tyler Software Products, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this Agreement. b) Tyler shall retain ownership of, including all intellectual property rights in and to, the Tyler Software Products and Documentation. c) The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities that were not disclosed to Tyler prior to the Effective Date. d) The right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. Client shall pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. Client shall provide advance written notice to Tyler of any such transfer. e) Client acknowledges and agrees that the Tyler Software Products and Documentation are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. Client shall use best efforts to keep the Tyler Software Products and Documentation confidential and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or Documentation by any party. f) The Tyler Software Products may not be modified by anyone other than Tyler. If Client modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on, and the warranty for, the Tyler Software Products will be void. Client shall not perform decompilation, disassembly, translation or other reverse engineering on the Tyler Software Products. g) Client may make copies of the Tyler Software Products for archive purposes only. Client shall repeat any and all proprietary notices on any copy of the Tyler Software Products. Client may make copies of the Documentation for internal use only. h) Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source code of each major release of the Tyler Software Products. At Client's request, Tyler will add Client as a beneficiary to such escrow agreement. Client will pay the annual beneficiary fee and is solely responsible for maintaining its status as a beneficiary. 2. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to substantially conform to the then -current specifications and the functional descriptions of the Tyler Software Products in Tyler's written proposal to Client. In the event of conflict between the afore -mentioned documents, the then -current specifications will control. A Tyler Software Product is "Defective" if it contains a 1 14/84 Contract No. 2018-0146 EXHIBIT C Defect. For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the Defect in accordance with Tyler's then -current support call process. 3. Intellectual Property Infringement Indemnification. a) Tyler's Obligations. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client's Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. c) Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client's continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder. d) Remedy. i. In the event a Tyler Software Product is, by a court of competent jurisdiction, finally determined to be infringing and its use by Client is enjoined, Tyler will, at its election: (a) Procure for Client the right to continue using the infringing Tyler Software Products; or (b) Modify or replace the infringing Tyler Software Products so that it becomes non -infringing. ii. The foregoing states Tyler's entire liability and Client's sole and exclusive remedy with respect to the subject matter hereof. SECTION B — PROFESSIONAL SERVICES AGREEMENT I. Expenses. Expenses shall be billed in accordance with the then -current Tyler Business Travel Policy, based on Tyler's usual and customary practices, plus a 10% travel agent processing fee. The current Tyler Business Travel Policy is attached hereto as Exhibit 3. Copies of receipts shall be provided on an exception basis at no charge. Should all receipts for non per diem expenses be requested, an administrative fee shall be incurred. Receipts for mileage and miscellaneous items less than twenty-five dollars ($25) are not available. 2. Cancellation of Services. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) hourly fees associated with the canceled services if Tyler is unable to re -assign its personnel. 3. Additional Services. 1 15/84 Contract No. 2018-0146 EXHIBIT C a) The Investment Summary contains a good faith estimate of service fees and travel expenses. Training and/or consulting services utilized in excess of those set forth in the Investment Summary and additional related services not set forth in the Investment Summary will be billed at Tyler's then -current rates, plus travel expenses incurred in accordance with Section B(1). b) Programming and/or interface quotes are estimates based on Tyler's understanding of the specifications supplied by Client. In the event Client requires additional work performed above the specifications provided, Tyler will submit to Client an amendment containing an estimate of the charges for the additional work. Client will have thirty (30) calendar days from the date the estimate is provided to approve the amendment. 4. Services for Client's Municipal Court. a) Tyler has prepared a Statement of Work for Tyler's services to be provided for Client's Municipal Court. The Statement of Work is attached and incorporated into this Agreement as exhibit 2 b) Tyler agrees to complete the work outlined in the Statement of Work within ten (10) months of Effective Date, unless a later date is agreed to by the Client's Director of Municipal Information Systems and Director of Municipal Court, provided that Client meets its obligations under this Agreement, the attached Statement of Work, and project plans as mutually agreed to by the parties. Client acknowledges that the implementation of the Tyler Software Products is a cooperative process requiring the time and resources of Client personnel. Client shall, and shall cause Client personnel to, use all reasonable efforts to cooperate with and assist Tyler. SECTION C — MAINTENANCE AGREEMENT I. Maintenance Services. a) This Maintenance Agreement is effective on the earlier of (i) ninety (90) days after use of a Tyler Software Product in live production, or (ii) one hundred eighty (180) days from the date Tyler made the Tyler Software Products available to Client for downloading; and will remain in force for an initial one (I) year term, which will renew automatically for additional one (I) year terms unless terminated in writing by either party at least fifteen (15) days prior to the end of the then -current term. Fees for subsequent years are subject to change. b) Maintenance Services Terms=Conditions" Limitations and Exclusions. i) For as long as a current Maintenance Agreement is in place, Tyler shall, in a professional, good and workmanlike manner, perform its obligations in accordance with Tyler's then current support call process in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If Client modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on and warrant the Tyler Software Products shall be void. Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed maintenance fees within sixty (60) calendar days of the due date. Tyler will reinstate maintenance services upon Client's payment of the overdue maintenance fees. ii) For as long as a current Maintenance Agreement is in place Tyler shall provide Client with all releases Tyler makes to the Tyler Software Products that Tyler makes generally available without additional charge to customers possessing a current Tyler annual Maintenance Agreement. Third Party Products; and installation, consulting and training services related to the new releases will be provided to Client at Tyler's then -current rates. Client acknowledges and agrees that a new release of the Tyler Software Products is for implementation in the Tyler Software Products as they exist without Client customization or modification. Tyler shall support prior releases of the Tyler Software Products in accordance with Tyler's then -current release life cycle policy. iii) Maintenance fees do not include installation or implementation of the Tyler Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting services, support of an operating system or hardware, and support outside Tyler's normal business hours. c) Client Responsibilities. i) Client shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein. 3 16/84 Contract No. 2018-0146 EXHIBIT C ii) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services. Client shall maintain for the duration of the Agreement a high-speed Internet connection capable of connecting to Client's PC's and server. As a secondary connectivity tool to the Tyler Servers, Tyler will install a third party secure unattended remote connectivity program which is currently Bomgar. Client will need to provide Tyler a login account with local administrative privileges to the Tyler Servers. Tyler requires that Client also maintain an alternate remote connectivity method (including VPN, if necessary) for backup connectivity purposes. Tyler, at its option, will use the connections to assist with problem diagnosis and resolution. 2. Support Terms for Clients Not Participating in Annual Maintenance Agreement. The Software License Agreement includes ninety (90) days free maintenance. If Client elects not to participate in the Annual Software Maintenance Agreement, Client shall receive support on a Time and Materials basis following ninety (90) days after the Tyler Software is verified in accordance with the following terms. a) Such Clients: i) will receive the lowest priority for Software Support. ii) will be required to purchase new releases of the Software. New releases will include fixes, enhancements, and updates, such as Tax Tables, Wit reporting formats, 1 099 changes, etc. iii) will be charged $175 per hour with a two-hour minimum for all software support calls. iv) will not be granted access to Tyler's software support web -site. v) are subject to higher rates for training and continuing education performed by Tyler employees. This is due to the fact that the Client may not be utilizing the most current version of our software. b) Tyler will not guarantee a program fix to a documented bug for software versions that are not the currently released version. c) If a Client decides to discontinue the Software Maintenance Agreement and later chooses to reinstate the Software Maintenance Agreement, the Client will be required to pay the portion of annual software support maintenance fees for the Enhancement and Software Updates (27%) dating back to the date when the Client discontinued the Software Maintenance Agreement. SECTION D —THIRD PARTY PRODUCT AGREEMENT I. Agreement to License or Sell Third Party Products. a) For the price set forth in the Investment Summary, Tyler agrees to license or sell and deliver to Client, and Client agrees to accept from Tyler the hardware ("Hardware") and third party software ("Third Party Software") set forth in the Investment Summary (collectively, the "Third Party Products"). b) Third Party Product Warranties. Client acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such, Tyler does not warrant or guarantee the Third Party Products. Tyler hereby grants and passes through to Client any warranty adjustments that Tyler may receive from the developer, manufacturer or supplier of the Third Party Products ("Developer"). c) Third Party Software Maintenance. i) In the event Client elects not to purchase through Tyler maintenance services on the Third Party Software, it shall be the responsibility of Client to repair and maintain the Third Party Software and purchase enhancements as necessary after installation. ii) In the event Client elects to purchase through Tyler maintenance services on the Third Party Software, Tyler will facilitate resolution of a defect in Third Party Software with the Developer. iii) In the event the Developer charges a fee for future Third Party Software release(s), Client shall be required to pay such fee. SECTION E -- GENERAL TERMS AND CONDITIONS I. Taxes. The fees set forth in the Investment Summary do not include any taxes, including, without limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler to the proper authorities and shall be reimbursed by Client to Tyler. In the event Client possesses a valid direct -pay permit, Client will forward such permit to Tyler 4 17/84 Contract No. 2018-0146 EXHIBIT C on the Effective Date, in accordance with Section E(21). In such event, Client will be responsible for remitting all applicable taxes to the proper authorities. If tax-exempt, Client will provide Tyler with Client's tax-exempt certificate. 2. Force Maeure: Client Assistance. "Force Majeure" is defined as an event beyond the reasonable control of a party, including governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. Neither party shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure. Force Majeure will not be allowed unless: a) Within ten (10) business days of the occurrence of Force Majeure, the party whose performance is delayed thereby provides the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the Force Majeure events. b) Within ten (10) business days after the cessation of the Force Majeure event, the party whose performance was delayed provides the other party written notice of the time at which Force Majeure ceased and a complete explanation of all pertinent events pertaining to the entire Force Majeure situation. Either party will have the right to terminate this Agreement if Force Majeure suspends performance of scheduled tasks by one or more parties for a period of one hundred -twenty (120) or more days from the scheduled date of the task. This paragraph will not relieve Client of its responsibility to pay for services and goods provided to Client and expenses incurred on behalf of Client prior to the effective date of termination. In addition, Client acknowledges that the implementation of the Tyler Software Products is a cooperative process requiring the time and resources of Client personnel. Client shall, and shall cause Client personnel to, use all reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the project deadlines and other milestones agreed to by the parties for implementation. Tyler shall not be liable for failure to meet such deadlines and milestones when such failure is due to Force Majeure (as defined above) or to the failure by Client personnel to provide such cooperation and assistance (either through action or omission). 3. Indemnification and Insurance. a) Tyler shall indemnify and hold harmless Client and its agents, officials and employees from and against any and all direct claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) for personal injury or property damage arising from Tyler's negligence or willful misconduct. b) To the extent permitted under applicable law, Client shall indemnify and hold harmless Tyler and its agents, officials and employees from and against any and all direct claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) for personal injury or property damage arising from Client's negligence or willful misconduct. c) Tyler shall obtain and maintain insurance as required in Exhibit 4. 4. Limitation of Liability. In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the use of the Tyler Software Products, Services, or Third Party Products. Tyler's liability for damages and expenses arising from the Tyler Software Products or Services, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the Fees set forth in the Investment Summary related to the defective product or service. Tyler's liability for damages and expenses arising from the Third Party Products, whether based on a theory of contract or tort, including negligence and strict liability, shall be limited to the license fee/purchase price of the Third Party Products. Such fees reflect and are set in reliance upon this limitation of liability. 5. Disclaimer. THE RIGHTS, REMEDIES, AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH 5 18/84 Contract No. 2018-0146 EXHIBIT C ARE HEREBY DISCLAIMED BY TYLER. 6. Dispute Resolution. The parties agree to notify each other within fifteen (15) business days of becoming aware of a dispute under this Agreement ("Dispute Notice Date"). The parties further agree that, before resorting to any formal dispute resolution process, they will first engage in good faith negotiations in an effort to find a solution that serves their respective and mutual interests. Party principals agree to participate directly in these negotiations. Unless otherwise agreed in writing, the parties shall have fifteen (15) business days from the Dispute Notice Date to begin these negotiations, and thirty (30) days from the Dispute Notice Date to complete these negotiations. All such negotiations will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Civil Procedure 408 and/or any similar applicable state rule. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. Nothing in this Article will prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and Client. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. 8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Client's state of domicile. 9. Severability. If any term or provision of this Agreement or the application thereof, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable will not be affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law. 10. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by Tyler or Client, such non -enforcement shall not act as or be deemed to act as a waiver or modification of this Agreement, nor shall such non -enforcement prevent Tyler or Client from enforcing each and every term of this Agreement thereafter. I1. Amendment. This Agreement may only be modified by written amendment signed by authorized representatives of both parties. 12. Termination. a) Termination for Cause. Client may terminate this Agreement for cause in the event Tyler does not cure a material breach of this Agreement within thirty (30) days of receiving notice of such breach from Client. Upon such termination, Client shall pay Tyler for all services and expenses not in dispute and non -Defective Tyler Software Products which were delivered or incurred prior to the date Tyler received Client's notice of termination. Payment for services and expenses in dispute will be determined in accordance with the dispute resolution process. b) Termination for Non -appropriation. If Client should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the same functions of such products, Client may unilaterally terminate this Agreement only upon thirty (30) days written notice to Tyler. Upon termination, Client shall remit payment for all products and services delivered to Client and all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. Client will not be entitled to a refund or offset of previously paid license and other fees. 13. No Assignment. Neither party may assign its rights and responsibilities under this Agreement without prior 6 19/84 Contract No. 2018-0146 EXHIBIT C written permission of the other party, not to be unreasonably withheld, Except that Tyler may, without prior written consent of Client, assign this Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets. 14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 15. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it shall not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement for a period of two (2) years. This obligation of confidentiality will not apply to information that: a) At the time of the disclosure is in the public domain; b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; c) A party can establish by reasonable proof was in that party's possession at the time of disclosure; d) A party receives from a third party who has a right to disclose it to that party; or e) Is subject to Texas Public Information Act (Texas Government Code Chapter 552) requests, only to the extent disclosure is based on the good faith written opinion of the receiving party's legal counsel that disclosure is required by law: provided, however, that that receiving party shall give prompt notice of the service of process or other documentation that underlies such requirement and use its best efforts to assist the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential information. 16. Shipping. Delivery shall be F.O.B. shipping point. 17. Payment Terms. a) Tyler shall invoice Client $134,833.75 upon the Effective Date. Such amount equals 25% of the license fees for the Tyler Software Products. b) Tyler shall invoice Client $323,601.00 when Tyler has made the Tyler Software Products available to Client for downloading. Such amount equals 60% of the license fees for the Tyler Software Products. c) Tyler shall invoice Client the Hardware fees of $16,000.00 and the year I Hardware maintenance fees of $2,430.00 upon delivery of such Hardware. d) Tyler shall invoice Client $80,900.25 upon the earlier of (i) the first use of a Tyler Software Product in live production, or (ii) one hundred eighty (180) days from the date Tyler made the Tyler Software Products available to Client for downloading. Such amount equals 15% of the license fees for the Tyler Software Products. e) Tyler shall invoice Client $800.00 for the Hosted Applications set-up fee and $1200.00 for the year one Hosted Applications annual fee upon availability of such services. The Hosted Applications are provided subject to the terms of the Company Web Services - Internet Based Products Subscription Agreement Terms and Conditions attached hereto as Exhibit 5. f) Tyler shall invoice Client fees for services, plus expenses, if and as provided/incurred. g) Tyler shall invoice a 50% deposit for modifications upon delivery of specifications and 50% upon delivery of modification. Tyler will perform a modification upon receipt of written notice to proceed from Client. Client will have thirty (30) days from delivery of a modification to test such modification. In the event Client does not report an issue with such modification to Tyler within such thirty (30) day period, the modification will be deemed in compliance with the specifications. h) Prices do not include travel expenses incurred in accordance with Tyler's then -current Business Travel Policy. i) Payment is due within thirty (30) days of the invoice date. j) Maintenance fees are waived through the earlier of (i) ninety (90) days after use of a Tyler Software Product in live production, or (ii) one hundred eighty (180) days from the date Tyler made the Tyler Software Products available to Client for downloading. Subsequent annual Maintenance fees will be due on the anniversary of such 7 20/84 Contract No. 2018-0146 EXHIBIT C date. 18. Electronic Payment. Tyler prefers to receive payments electronically. Tyler's electronic payment information is as follows: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies Inc. - Operating 19. Entire Agreement. This Agreement represents the entire agreement of Client and Tyler with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Client hereby acknowledges that in entering into this Agreement it did not rely on any information not explicitly set forth in this Agreement. 20. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which shall be independently treated as an original document. Any electronic, faxed, scanned, photocopied or similarly reproduced signature on this Agreement or any amendment hereto shall be deemed an original signature and shall be fully enforceable as if an original signature. 21. Notices. a) All notices or communications required or permitted as a part of this Agreement will be in writing (unless another verifiable medium is expressly authorized) and will be deemed delivered when: i) Actually received, ii) Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party, iii) Upon receipt by sender of proof of email delivery, or iv) If not actually received, ten (10) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other party at the address set forth in this Agreement or such other address as the party may have designated by notice or Agreement amendment to the other party. b) Consequences to be borne due to failure to receive a notice due to improper notification by the intended receiving party of a new address will be borne by the intended receiving party. The addresses of the parties to this Agreement are as follows: City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469 Michael Armstrong - CIO Tyler Technologies, Inc. 5519 53"' Street Lubbock, Texas 79414 Albert Mendoza - Contract Specialist 22. Independent Contractor. This is not an agreement of partnership or employment of Tyler or any of Tyler's employees by Client. Tyler is an independent contractor for all purposes under this Agreement. 23. T ler Products and Services. Client may purchase additional Tyler products and services at then -current list price, pursuant to the terms of this Agreement, by executing a mutually agreed addendum. Signature Page Follows 8 21/84 Contract No. 2018-0146 EXHIBIT C IN WITNESS WHEREOF, persons having been duly authorized and empowered enter into this Agreement. City of Corpus Chri • Tyler Technologies, Inc. 411C! 11110. By: Name: Title: Date: _L 0\w- -0 BY: --111744-('--1-k Name: Title:noirie.S-;G6r Date: 42—y—/3 9 22/84 naL...03-aaluOt al mown. )7-11.111 SECRETARY Contract No. 2018-0146 Investment Summery Michael Armstrong City of Corpus Christi, TX EXIT C tyles Prepared far: Contact Penn. Address. Mae Fax: Email City .1 Corp... Christi. TX Michael Armstrong PO Boa 9277 Carom Chnm TX 71469 13611t21-3741. (Nlld26-4416 michaelaru emus cam Coatranl ID P : 21113.112711 Inge Dater 11!154] SAlesma*; L Midkitf Tax Exempt• Yes Ne uips Pr.d.et.Seroke it Eqnl Mikalaac 1111 Mikatane LI I Milesp.e 01 Aa Progress Oman TOM Mafatearrc, 111:1 Tow Namwn.. a Smarm aomnl. ,e GOO OC Xasd w x.43000 Tow APpltneont Software '117]1'7. 277 40100 lits_32.100 Lmnir Fre. - 1NCODE Court Cur Management Sano 70,107 75, 160,905 00 Wens. F... INCODE Document Man.eeoei SM. 1 140 00- 27 000 DO Lmns. Fere Cu.hm 4.202 SO i1 ma CO f Ella 00 To Probational Swab. NWw.,. Sown. 75002 750 CO I 0.51. Stowe. 01000 02 10000 CO Fmrl lmp4rm.rdakon 17 00000 17.000 CO Proper Manr:men, 35,000 00 12000 CO DMA Convent. s Aiwtans. 00 ODD DA a 000 a0 19000 00 N.1..* Serum - 10: _n TAN, Onum TraeungC.nne 1 Oi); _il ._ _ 7totl>� I34,133:75 3394aVal 145,91111L2 112,760110 7>3 1_ 13 DL0�1'. Plano Nen: haw/ ovens. *WI. bilied inaurrrd. /IPA N t1S0ft.TTl Phu* Non: Meat Nneeea0*e Maar.. hal Merd dor M. mesa Mom. sr Meed. 9099CeO.n pp. ear dead! •a410611119 u1.duN. _ -- --- �- -'- - - - - 1 _ IaiWti'eei. --_1Naeli�Fmei Total Maslhly Smites Interne! Sowers AlaPn,doru "Ree.. note lu. e. AN M Annual prnm.ne. rte In kited Doan Are mom* Ne. — —.. __ _. .r 11, . 111:1 23/84 10 Contract No. 2018-0146 EXHIBIT C Software Licenses Michael Armstrong City of Corpus Christi, TX November 15, 2013 tyler Application Software QTY License Fee Annual Fee Incode Court Case Management Suite Criminal Court Case Management Tyler Jury Module Centralized Cash Co'Iectians Incode Auto Schedul'ng (Warrant Scheduling, Macro Scheduling, Citation Import Scheduling) Online Search Officer Email Notification Citation Issuing Device Interface Court Incode Web Services DMVlScoffiaw Program Interface Court/Police (non-Incode) Interface (Import or Export of CitationsWarrants/Dispositions) General Ledger (non-Incode) Interface GIS/Street Index Extract Jury Data Import Co lection Agency Export interface Custom Alerts (10) Incode ContenUDocument Management Suite Incode Printing and Reporting Solutions Secure Signatures (includes 10 signatures) Report Writer Database ERD (Entity Resource D agram) Output Director Output Director (Base Engine, Print Output Channel. Tyler Content Management Output Channel Email Output Channel) Laserfche Output Channel Content Management Laserfiche Court Suite Interface System Software & Network Services System Software System Software 1 457 400 101 A83 27,600 6,072 1' 1255f. 2789 Incode Application Subtotal System Software Subtotal 485 000 107.555 12585 2789 Application and System Software Total 497,585 110,324 24/84 1 1: Contract No. 2018-0146 Software Licenses Michael Armstrong City of Corpus Christi, TX November 15, 2013 EXHIBIT C •*tyller Annual Custom Programming QTY Base License Fee Maintenance Custom Interface/Custom Programming Court Room Screen interface to display courtroom schedules (Screen not provided) 1 6,000 1,500• Ability to use Federal Information Processing Standards (FIPS I for geographic location of offense ( we need to discuss this further to accurately quote) TBD Attorney Filling Portal 15.000 3 750 System should scan the vehicle description for words that identify a Commercial Motor Vehicle (CMV) (e.g ,Peterb It) to make sure the CMV box Is marked to identify the citation as a CMV violation If the vehicle is a CMV and the CMV box is not marked then prompt the user to verify the accuracy of the CMV box 2.500 2,500 Allow case participants to check themselves in at a kiosk with identification va dation 6 000 1,500 Provide the ability to access case information via a courthouse kiosk Included above Officer Scheduling (Interface to other agencies for schedu ng) 10 000 2.590 Inforsol Data Extract from Third Party Party (Bob Greer) -travel included 2 250 Custom InterfacelProgramming Subtotal Custom Interface/Programming Total 61.75D t1,750 41,750 11,750 25/84 12 Contract No. 2018-0146 Professional Services Michael Armstrong City of Corpus Christi, TX November 15, 2013 Application Professional Services Summary EXHIBIT C tyler t� Estimated Hours Estimated Services Implementation Services Court Case Management Suite 640 80.000 Content Management Suite 64 8.000 Conversion Services Court Case Management Suite 72 39,000 INCODE Professional Services Project Management 35,000 Final Implementation Services 1s3 15,000 Professional Services Total 896 177,000 Estimated Estimated Implementation Services Breakdown QTY Hours Services Incode Court Case Management Suite Criminal Court Case Management 1 520 65 000 Tyler Jury Module 1 80 1.0 000 Centralized Cash Collections 1 40 5 000 Incode Scheduling 1 N/A (Warrant Scheduling, Macro Scheduling, Citation Import Scheduling) Online Search 1 N/A Officer Email Notification 1 N/A Citation issuing Device Interface 1 N/A Court INCODE Web Services 1 N/A DMV/Scofflaw Program Interface 1 N/A Court/Police (non-INCODE) Interface 1 N/A (Import or Export of Citationsh /arrants Dispositions) General Ledger (non-INCODE) Interface 1 N/A GIS/Street Index Extract 1 N/A Jury Data Import 1 N/A Collection Agency Export Interface 1 N/A Custom Alerts 6 N/A Court Case Management Suite Subtotal 64C 80,000 Incode Content Management Suite Incode Printing and Reporting Solutions Secure S gnatures (includes 2 signatures) N/A Report Writer N/A Database ERD (Entity Resource Diagram) 1 N/A Output Director Output Director 1 16 2,000 (Base Engine, Print Output Channel. Tyler Content Management Output Channel. Email Output Channel) Laserfiche Output Channel 1 N/A Content Management Laserfiche Court Suite interface 1 46 6,000 Content Management Suite Subtotal 54 8,000 Professional Services Professional Services Project Management 35,000 Final lm lementation_ 120 15,000 Professional Services Subtotal 120 50 000 6/84 Contract No. 2018-0146 Professional Services Michael Armstrong City of Corpus Christi, TX November 15, 2013 Conversion Services EXHIBIT C Conversion Estimated Estimated Conversion Programming Fee Hours Services Services Court Applications Criminal Court Case Management Citation/Case Information 30.000 Violation (offense) Information Included Fee/Fine/Cost Assessments Included Fee/Fine/Cost Payments Included Fee/Fine/Cost Non -Cash Credit Included Bond information Included Warrant information Included Officers Included Witnesses Included Defendants Included Offense Code Master Included Vehicles Included Attorneys Included Citation History Included Receipts Included 72 0 9.000 39 000 Conversion Services Subtotal 30 non +2 9'.000 39.000 Conversion Services Total 30,000 72 9,000 39,000 27/84 14 Contract No. 2018-0146 Cash Collection Hardware Michael Armstrong City of Corpus Christi, TX November 15. 2013 EXHIBIT C tyle. Misc. Hardware and Network Equipment QTY Price Maintenance Maintenance Source Cash Collection All TM-fd60001V printers include PS480 power supply, ribbon, USB Cable and 50 roil Case of paper Epson TM-H60001V Thermal Receipt Printer • Black, USB NEW 10 9,000 "'ALL MEDIA PLUS CASH DRAWERS ARE. 5" high, 16" deep, 17" wide Media Plus Automated Cash Drawer -Black NEW (INCODE) 10 2,000 Mag Stripe Reader - V9.0 10 650 Eyeeall Cameras-Logiteth 10 650 Topaz Signature Pad T-1-462 • USB On -Premise Court Sites 10 3,500 2, 030INCODE -12 mos warranty 400INCODE -12 mos warranty Hardware & System Software Subtotal 16 000 213;) Installation & Configuration of System 750 Hardware and System Software Total 16,750 2,430 $ 8/84 Contract No. 2018-0146 EXHIBIT C Hosted Applications �+ Michael Armstrong ++ tyler City of Corpus Christi, TX November 15, 2013 Service QTY Charges Initial Year Annual Fee Citizen Portal One Time Setup Fee - Hardware Configuration - DNS registration INCODE Court Online Component Monthly support/maintenance fee - Display of citation/Matrons for payment - Display of Payment Plans - Payment Options - Drivers Safety Course - Deferred Disposition - Make Payment - Collects plea from defendant - Security -- SSL (Secure Socket Layer) - Payment Processing - Credit Card - Payment packet is created to be imported to Court System NOTE Defendant pays $2 50 - $3 50 fee per transaction for payment on-line 1 BOO 80] 100 /month 1,200 1,200 Hosted Applications Total 2,000 1,2o0 16 29/84 Additional Cases Closed Annually 2941 Contract No. 2018-0146 INCODE Notification Michael Armstrong City of Corpus Christi, TX November 15, 2013 Service EXHIBIT C ` . tyler I nCviric es Annual Cases Charges Annual Fee INCODE Notification for Courts INCODE Notification for Courts ($1 per violation) 25,000 1.00 /violation 25,000 - Defendant Notification by Phone - Call can be made for • Citation Issued • Court DateReminder • Court Date Missed, Notify of Next Step • Warrant Issued • Payment Plan due date reminder • Etc - Case updated after call • Call taken live • Left message • No answer - Court creates unique message for each call type - Call message can be English or Spanish - Call Attorney. rather than Defendant Note The Court will be billed for the cases in which calls are made The S1 00 charge per violation includes up to 4 calls per violation, as shown above The Court will be belled by Tyler Technologies monthly for the calls conducted Estimated Monthly Fee 5 2,083.33 INCODE Notification For Court Total 25, oG 0 Rot Annual Cases 25,000 Estimated Citation Amount Less State Fees ($180 - $95) $ 85 00 Annual INCODE Notification for Court Fee 25,000 Breakeven Point (Annual Fee/Est. Ticket Amount Less State Fees) 30/84 17 1.18% Contract No. 2018-0146 Tyler OnDemand - Tyler Online Training Center Michael Armstrong City of Corpus Christi, TX November 15, 2013 EXHIBIT C e.?* .rlr Service Annual Fee Tyler OnDemand -Tyler Online Training Center Tyler Online Training Center - Open for ALL Employees during subscription period - Unlimited Access to Live Webinars and Archived Webinars - Unlimited Access to Self Study Courses - Available 24/7 - Continuing Professional Education Credit with NASBA Standards - Live Webinars conducted monthly with an estimated 80 webinars annually - Over 45 Online Self Study Courses - General business knowledge and Microsoft Office software based courses - Courses cover a variety of topics that span the entire suite of INCODE applications o Court - New Webinars and Self Study Courses added throughout the year Tyler Technologies, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Web site. www.nasba.org 5,000 Tyler Online Training Center Total 5,000 Exhibit 2 Statement of Work System Implementation City of Corpus Christi ("City") for its Municipal Court Court Case Management Revision History Author Date Document Created Donna Martindale 11/06/2013 Document Modified Donna Martindale 11/22/2013 For more information, visit www.tylertech.com Page 1 of 41 32/84mpoweri`.ngpeople who serve the public • • _:._tvIer • technologies Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 1. Project Overview 3 1,,1 Project Description ..... .................... .3 1..2 Project Deliverables / 4 SectionI Project Scope 10 2,1 infrastructure aa ......... a ............... • maa ......... Ba -e e. 10 12 Tyler Software .1. Pg .... -#.9# ...... .. . .. . ....................................... 11 2-3 Professional services 18 2.4 Custom Programming ................. ... .................. .......... ..... . 19 2.5 Data CdnversiOn Services... 21 2.6 Additional Services 24 Section 3. Project Timeline 26 3.1 Project Phases •••• e• .... ..... . # # 26 3.2 !Project Lifecycle ....... ....... ..... _ ... ..... ................ ....... ..................... ........... ....... 25 3.3 Project Schedule ......... 9 ...... 191- ........ ..... ....... ..... re r.4 99.1. 29 Section 4- Project Team - .. . . ....... .... ........................ ................... ....... .... ........ 30 1./ Project Organization 30 4.2 Tyler Roles and Responsibilities 30 4.3 City Roles and Responsibilities.. ...... .... ............. .......... • .9 32 4.4 Responsibility Matrix 34 4.5 Project Contact 'List 37 Section 5. Project Management . - 38 5.1 Schedule Control -Status Reporting . ........................... .......... ............... ...... ...„ 38 rSI Quality Control - Issue Management. .. ........... ...... ....... I.41.4 ....... ..... 4..414 F. • ..... 9.9#1,1, re. 38 5.3 Cost Control - Budget Management .........38 SA Scope Control - Change management 38 5,5 Risk Control - Risk Management ............ 4 4 .... 39 SectIon 6. References ..... .Y•Y. 404 4Q 6.1 Tyler Policies and Standards. 40 Page 2 of 41 33/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 1. Project Overview 1,1 Project Description This Statement of Work and Price List ("SOW") document describes the project to be undertaken by Tyler Technologies (Tyler) on behalf of City of Corpus Christi ("City") for its Municipal Court in accordance with Contract Number 2013-0278 (the "Agreement") to which it is attached as Exhibit 2. The objective of the project is to replace current business systems and processes with Tyler's Municipal Court Case Management software (the "System") in order to help the City realize industry best practices, better manage information resources, and build the foundation for e -government initiatives. The project will take ten (1.0) months or less to implement from the date of the contract signing. Tyler has facilitated similar projects under similar timeframes, and represents that the System can be implemented in this timeframe. The City desires to approach the project tasks within timeframes that are reasonable for completing work in a thorough and accurate fashion, however Tyler has been made aware of the critical urgency to the City of the timely installation of a correctly functioning System. The project schedule dates are based on conservative estimates of task duration, and these dates will be confirmed or revised, by the Director for the City if necessary, as the project progresses. Page 3 of 41 34/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City') for its Municipal Court 1.2 Project Deliverables Software [17 License. Fees Annual Fees Criminal Court Case Management 1 457,400 114,350 - Centralized Cash Collections -Tyler Jury Module Hours Service Custom Alerts (10 alerts included) - Incode Auto Scheduling (includes warrant, auto citation & citation import scheduling) - Online Search -Officer Email Notification -Secure Signatures (10 signatures included) - Data Dictionary / ERD - Tyler On -Line Training Center 5,000 Tyler Community Tyler Output Director 1 27,600 6,900 System Software 1 12,585 3,146 Page 4 of 41 35/84 License Fees Annual Fees Hours Service Total, Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court I Interfaces Citation Issuing Device Interface Included General Ledger (non-incode) Interface Included Court to Police (non-Incode) Interface Included DMV/Scofflaw Program Interface Included Collection Agency Export Interface Included GIS/Street Index Extract Included Jury Data Import Included Included Total Software 497,585 Page 5 of 41 36/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court License Fees Annual Fees Service Custom Programming Court Room Screen Interface to display schedules(screen not provided) 1,500 6,000 Ability to use Federal Information Processing Standards (FIPS) for geographic location of offense (Client and Tyler will further discuss the Client's needs and specifications under this requirement to determine scope and cost of work to be provided. Pending finalization, this quote cannot be accurately determined.) TBD Attorney Filing Portal 3,750 15,000 System should scan the vehicle description for words that identify a Commercial Motor Vehicle (CMV) e.g. Peterbilt to make sure the CMV box is marked to identify the citation as a CMV violation. If the vehicle is a CMV and the CMV box is not marked, prompt the user to verify the accuracy of the CMV box. 2,500 2,500 Allow case participants to check themselves in at a kiosk with identification validation _ 1,500 6,000 Provide the ability to access case information via a Include courthouse kiosk Included d Officer Scheduling (interface to other agencies for scheduling) 2,500 10,000 Inforsol Data Extract from Third Party (Bob Greer) — Travel Included 2,250 Total Custom Programming (known at this time) 41,750 Page 6 of 41 37/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court QT Annual Fees Service Annual Services Tyler Notification for Courts ($1 per violation) (estimated annual violations 25,000, so the annual estimated fee to be billed to the City) -Defendant Notification by Phone 25,000 - Calls can be made for; Citation issued, Court date reminder, Court date missed, Notify of next step, Warrant issued, Payment plan, etc. - Case Updated after call: Call taken live, Left message, No answer -Court creates unique message for each call type - Call message can be English or Spanish Incode Web Component - Set up Fee (hardware configuration, DNS registration) 1 800 - Hosting 1,200 - Support / Maintenance 1,200 (Defendants pay $2.50-$3.50 fee per transaction for payment online) Note: INCODE's Online modules support merchant accounts through ETS and Authorize.net. [Total Annual Services — 26,200 Page 7 of 41 38/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court License Fees Annual Fees Hours Service Total Professional Services Criminal Court Case Management 640 80,000 Tyler Output Director with Laser Fiche Interface 64 8,000 Final Implementation Services 120 15,000 Tyler Project Management 35,000 Estimated Travel Expenses 43,959 Court Case Management Conversion Programming Fees 30,000 Court Case Management Conversion Services 72 9,000 Total'Professional Services 896 220,959 Page 8 of 41 39/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Page 9 of 41 40/84 Purchase Price Annual Fees __. Cash Collection Equipment Epson TM -I -160001V Thermal Receipt Printer - Black, USB 10 9,000 __ 2,030 Media Plus Automated Cash Drawer -Black 10 2,000 400 Mag Stripe Reader - V9.0 10 850 Topaz Signature Pad T -L462 - USB- On -Premise 10 3,500 Logitech Eyeball Cameras 10 650 Installation and Configuration 750 Total}Hardware 16;750 2,430 Page 9 of 41 40/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 2. Project Scope The purpose of this section of the SOW document is to further define and describe the products and services that Tyler will provide. In order to conduct a successful implementation project, it is essential that the parties involved are all aware of the activities that will take place and the assumptions that the parties are operating under in order to deliver the expected business value. Each of the products and services listed in the Project Deliverables is represented below with a description and a list of activities and assumptions. In the Project Deliverables section many of the products and services are associated with an estimated number of implementation service hours. These hours are estimates of the implementation time required for Tyler to perform the activities listed that Tyler is responsible for. The accuracy of these estimates is dependent on the City performing according to their responsibilities and also upon the validity of the assumptions put forth. If these responsibilities or assumptions shift, the time required to deliver the products and services will likely be affected. Any changes to the project that increase the Purchase Price set forth in the Agreement will require an amendment to the Agreement, as described in the section 5.4 below. 2.1 Infrastructure Tyler software solutions are designed to perform on hardware and network configurations of reasonable speed and strength. In order to ensure that the processing environment is suitable for running Tyler applications, Tyler Network Services staff conducts a Hardware Verification before the software is installed on the City's systems. This verification process consists of an interview with the designated contacts for the City, collection of relevant configuration documentation, and occasionally the execution of one or more monitoring programs that will inspect and catalog the configuration of the City's servers, workstations, and network. 2,1.1 Server Hardware The purchase and configuration of server hardware r.c included in the scope of the Agreement. The City will purchase and/or provide server hardware, operating system, and database software for the Tyler solution and these systems will meet or exceed the system requirements documented by Tyler. 2.1.2 Network Hardware The purchase and configuration of network hardware 15 r,:_' included in the scope of the Agreement. The City will purchase and/or provide network hardware, operating system, and management software for the Tyler solution and these systems will meet or exceed the system requirements documented by Tyler. 2.1.3 Workstation Hardware The purchase and configuration of workstation hardware IS NOT included in the scope of the Agreement. The City will purchase and/or provide workstation hardware, operating system, and productivity software (such as Microsoft Office) for the Tyler solution and these systems will meet or exceed the system requirements documented by Tyler. 2.1,4 Document Imaging Scanner Hardware The purchase and delivery of specific document imaging scanner hardware is Nor included in the scope of the Agreement. 2.1.5 Cash Collection Hardware The purchase and delivery of specific cash collection hardware is included in the scope of the Agreement. Activities and assumptions: • Tyler will order the hardware and have it delivered by the supplier directly to the City site. • City is responsible for placing the hardware at the desired workstations and installing the hardware according to the package instructions. Page 10 of 41 41/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • City will be first line of support for the hardware. 2.1.5.1 Epson TM -H6000 Thermal Receipt Printers Thermal receipt printers are used in conjunction with Cash Collections to print receipts for payments taken and endorse checks received in the Incode system. Activities and assumptions: Tyler will provide an initial supply of receipt paper. City is responsible for procuring additional receipt paper, as needed. Receipt printers must be connected directly to an Incode workstation via USB cable. Receipt printers can be connected directly to a network and shared with the purchase of an optional Ethernet adapter card (not included). 2.1.5.2 Media Plus Automated Cash Drawers Automated Cash Drawers are used in conjunction with Cash Collections to manage and secure cash, check, and other currency. The opening of the drawer can be driven by a receipt printer through the connection of an included cable. 2.1.5.3 Magnetic Stripe Readers Magnetic stripe readers are used in conjunction with Cash Collections to read and process credit card account information. These readers can also be used in conjunction with Court Case Management or Public Safety to read driver's license information in applicable states. 2.1.5.4 Topaz Signature Pads Signature pads are used in conjunction with the Court Case Management software to capture signatures of defendants and other parties for inclusion In Microsoft Word documents produced by the court. 2.1.5.5 Logitech Court Eyeball Cameras Eyeball cameras are used in conjunction with the Court Case Management software to capture pictures of defendants to associate with their master name records. 2.2 Tyler Software Tyler products will be implemented "off the shelf" with the selected customizations or modifications detailed in the Agreement and in this SOW in section 2.4 below. Any additional customizations or modifications identified or requested will be quoted on a time and materials basis and will be the subject of a separate contract amendment in accordance with the contract requirements set forth in 5.4 below. The software products and license files are made available for download via FTP site within thirty days of Agreement signing. Tyler is responsible for installing the software products on the City's server infrastructure and instructing the City on how to install the workstation components. The City is responsible for installing the components on the workstations. Activities and assumptions: • City of Corpus Christi will identify one or more Subject Matter Experts (SME) with knowledge of the key business processes to be performed in each suite of applications to work with Tyler staff on configuration and testing of the application. • City of Corpus Christi staff will complete project planning survey and application questionnaires and return them to Tyler for review and implementation planning. Tyler may coordinate a conference call with the City to discuss the information provided and resolve any questions or issues. Page 11 of 41 42/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City') for its Municipal Court • Tyler will provide access to the Tyler Online Training Center to the City and identify prerequisite courses to prepare the staff for implementation. The City is responsible for having each of the End Users complete the prerequisite courses. • Tyler will set up the base configuration of the application according to the information provided, with the assistance of the City. The Court staff will be responsible for maintaining these settings on an on-going basis. • The City is responsible for completing any remaining configuration work. The Court staff will complete this "homework" prior to the Implementation Consultant's return for training and go -live. • The Court staff is responsible for entering any business data — people, addresses, accounts, transactions, etc. — into the system that is not converted as part of the scope of the Agreement. The implementation service hours estimated on the Agreement do not include time for Tyler personnel to perform manual entry of business data. Court staff is responsible for establishing configuration and business rules. • Tyler will train the City's key personnel on the key business processes to be performed in the application. The method and amount of training provided will depend on the number of implementation hours estimated in the Agreement. • Tyler will work with the City to establish a process for ending processing in the legacy system and beginning processing in the Tyler system. Tyler does not support parallel processing — keeping two systems active and duplicating effort in each system after the Tyler system has "gone live". • Tyler will support the go -live process by answering questions from City End Users, providing follow up training, and resolving issues that may arise. 2.2.1 Court Case Management Suite Tyler's Court Suite will function as a fully integrated, graphical application that provides bond management, probation tracking, document management, and automated processing. The unique "Control Center" will give users all of the information on citations and defendants on one screen with extensive search and filter options. 2.2.1.1 Criminal Court Case Management Tyler's Incode Court Case Management tracks all aspects of the court and its officers. It is a fully integrated, graphical application that provides effective case management, document processing, and cash/bond management. Utilizing a variety of user -defined options, it will be configured to fit the City court's individual needs. Users will be able to create master files for persons, officers, and vehicles, thus eliminating duplicate data entry for every case or citation. Existing information will be easily located and attached to a new case. This system will fully comply with all state reporting and conviction reports. This includes electronic reporting. Activities and assumptions: • Tyler may consult with the City regarding the development of new business processes. The City is responsible for finalizing and approving the new processes prior to the configuration of the application. • Base configuration of the application includes the following —security, general ledger accounts, fee codes, speeding tables, offense codes, and the court calendar. This configuration will be performed on-site by the Tyler Implementation Consultant. • Configuration homework for the City may include the following: o Manual entry of data elements not included in the data conversion included in the scope of the work Creation and testing of Microsoft Word templates and complaint bodies ▪ Creation and testing of disposition macros and queues. • Tyler will train the City on the following business processes: ▪ Citation entry Page 12 of 41 43/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court o Case disposition o Court calendar and scheduling o Warrant processing o Bond processing (including forfeitures and refunds) o Cash collections o Document creation o Macro and queue creation o State reporting • The City is responsible for ensuring the payments due to other entities by the Court have been fully distributed prior to the go -live of the application. 2.2.1.2 Centralized Cash Collections Cash Collections facilitate detailed tracking of all cash transactions including operator, terminal, and batch information, allowing improved cash drawer balancing and detailed audit trails. This cashiering product accepts multiple payment types and will provide easy-to-use reporting, auditing, and payment entry capabilities. Activities and assumptions: • Tyler will set up the base configuration of the Cash Collection system — system file, terminals, departments, operators, and transaction codes — with the assistance of the City staff. City will be responsible for maintaining these settings on an on-going basis. • Tyler will set transaction codes with the desired General Ledger accounts. The City will verify final listing of General Ledger accounts interfaced with the Cash Collections system prior to the go -live of the application. • Tyler will train the City on the following business processes: Payment processing End of day close out 2.2.1.3 Court Incode Web Services Tyler will install an application programming interface (API) that allows for an alternative method of sending/receiving data to/from the Incode application. Using the API, a third -party system may request information about citations from Incode, and, the third -party system may submit or update citation information. The API requires the third party to utilize a Microsoft .NET Dynamic Link Library (DLL) and requires web services to be configured to connect to the Incode application server. Activities and assumptions: • Tyler will install and configure the web services and provide technical documentation for utilizing the API. • The design, development and testing of third -party interfaces using the API is the responsibility of the City and the third -party vendor. • Prior to being given access to the API , the third party vendor will be required to execute a non -disclosure agreement with Tyler. 2.2.1.4 Custom Alerts —10 Included The Custom Alerts framework will activate rules with corresponding notifications (alerts). Once rules are selected, anytime a case is changed, the application will check the activated rules to determine if any apply to the given situation and prompt Page 13 of 41 44/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court the user with an alert message related to that situation. There will be flexibility with each alert regarding whether the user is allowed to continue past the alert or if the user is not allowed to continue. The scope of the work includes the design and development of 10 custom alerts. Tyler will work with the City to identify any alerts that may be required and ensure that the required controls cannot be managed through existing functionality in the system. Each custom alert that is requested will be produced and delivered as a custom development task and governed by the activities and assumptions of the Custom Programming section of this SOW. 2.2.1.5 Incode Scheduling This program will be used to schedule, manage, and monitor automated jobs in the Incode Court software application. This feature will run Incode processes that may be time-consuming or resource intensive at a time that is convenient to users and ensures that repetitive tasks are accomplished consistently. The console includes an event log thatill verify that a process has run and handle any errors or warnings that may have occurred, and it contains a Launch function that will manually run a process at an unscheduled time. Activities and assumptions: • Tyler will install the application and instruct the City on its use. • Tyler will assist in troubleshooting issues with the application. The City is responsible for establishing the required settings and schedules and for testing the application. 2.2.1.6 Online Records Search Online Records Search (ORS) is a Tyler Technologies product offered through the Local Government Division. This online product works in conjunction with Tyler's Incode Court Case Management applications. ORS will allow users to view criminal records in City Incode database and, when paired with an InSite subscription, immediately make a payment using the online payments site. The City can customize ORS so that it can be used as a view - only site, an internal site, or a warrants -only site. Activities and assumptions: Tyler will send the City documentation for the ORS components that includes a survey for the City to complete. City will complete the survey, and Tyler will rely upon the survey responses in configuring the ORS components. • Tyler will install the web service components on the Incode application server. • Tyler will conduct training sessions for the City's staff to instruct on configuration and use of the online components • Tyler will assist in troubleshooting issues with the application. The City is responsible for establishing the required settings and for testing the application. 2.2.1.7 Officer Email Notification Officer Email Notification will automatically send officers an email notification when their attendance is required in court. When a case is set for docket on a calendar session set to notify officers (for instance, a trial docket calendar session), the issuing officer and any officer witnesses will be sent an email automatically by the System informing them of the requirement to appear at a specified date, time and location and the details of the case. If the date, time, or location changes, a subsequent automatic email with updated information will be sent. If the case status is changed to one not associated with a relevant calendar type (i.e. a calendar type set to notify officers), a cancellation notice will be sent automatically. Activities and assumptions: • Tyler will install the application and instruct the City on its use. Page 14 of 41 45/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Tyler will assist in troubleshooting issues with the application. The City is responsible for establishing the required settings and schedules and for testing the application. 2.2.1.8 Secure Signatures (includes 10 signatures) Tyler's Incode Secure Signatures increases efficiency by attaching secure digital signatures of authorized personnel directly onto documents such as court documents. Signatures are scanned and encrypted by Tyler and placed in the System to be associated with the appropriate forms. The owner and proxy are designated by signature, and security will prevent unauthorized use of signatures. Note: Tyler's Court Case Management system does have an alternate method for attaching a signature to a document according to the user that is producing it. As such, Tyler recommends using Secure Signatures only for signatures that need a higher level of security — primarily those of the judges that are signing judgments and warrants. Activities and assumptions: • Tyler will provide forms to the City to capture written signatures and associated user information. • The City is responsible for collecting completed forms from the users and returning the forms to Tyler. • Tyler will scan the signatures, encrypt the resulting files, and place the files on the Incode server. • Tyler will instruct the City on the configuration and use of Secure Signatures in their documents. 2.2.1.9 Entity Relationship Diagram (ERD) Tyler will provide an Entity Relationship Diagram for the SQL database structure of the Incode Court Case Management application. The City will use this diagram to better understand the structure of the data needed to build custom queries or reports. Note: Some proprietary configuration related data may be stored outside of the database structure. Likewise, new fields that are added mid -version will not be represented in the ERD or available in the SQL database until they are incorporated into the database in a major version release. 2.2.1.10 Tyler Jury Module with Jury Data Import Tyler Jury Management simplifies the jury selection and court management process. Many functions are reduced to a click of a mouse, while others can be handled quickly or even automated through an intuitive and user-friendly interface. From easily searching, creating and managing a list of eligible jurors to entering updates, maintaining exemptions and providing an efficient check-in process, the entire jury selection process is handled by one system. Activities and assumptions: • The City will include the following prerequisite materials with the application questionnaire: c. A copy of forms to be used with the system for summons/questionnaire and seating chart A copy of reports used for jury selection and finance, if applicable. A jury data file to be used in the import • The City will collect the following prerequisite materials and provide them to the Implementation Consultant upon arrival on-site: ;. A list of exemptions and qualifications for jurors • Tyler will consult with the City regarding the development of processes for managing jury panels and pools. The City is responsible for finalizing and approving the new process prior to the configuration of the application. • Base configuration of the application includes the following — panels, pools, exemptions and qualifications. This configuration will be performed on-site by the Implementation Consultant. • Tyler will train the City on the following business processes: Page 15 of 41 46/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Creating and managing panels and pools Managing and checking in jurors Creating notices - Printing reports The Jury Data Import does not include jury service history. 2.2.1.11 Brazos Citation Issuing Device Interface This standard interface facilitates the import of citation information from Brazos Technology citation issuing devices into the System. The import of citations is initiated by a user, and the citation information will utilize an existing standard, supported import format that has been established between Tyler and Brazos. Optionally, citation imports can be configured to run on a regularly scheduled basis in Incode Activities and assumptions: • Tyler will install the interface and instruct the City on its use. • Tyler will assist in troubleshooting issues with the standard interface. The City is responsible for establishing the required settings and schedules and for testing the interface. • A separate interface must be licensed for any other third party system that will be providing citation information. 2.2.1.12 Court/Police (non-Incode) Interface This standard interface facilitates the export of citation, disposition, and warrant information from the System. Each of these exports is initiated by a user, and the resulting files are provided in a standard, supported format. In addition, the System interface will export warrant information automatically in real time. For dispositions, the System does not provide exports of incremental, periodic, or status changes other than at final case disposition. Activities and assumptions: • Tyler will install the interface and instruct the City on its use. • Tyler will assist in troubleshooting issues with the standard interface. The City is responsible for establishing the required cross-references and code tables and for testing the interface. 2.2.1.13 DMV/Scofflaw Program Interface This standard System interface facilitates the export of files in the format required for the Texas Department of Transportation (TxDOT) Scofflaw program. These exports are initiated by a user, and the resulting files are provided in a standard, supported format. The City is responsible for transmitting the resulting files. Activities and assumptions: • Tyler will install the interface and instruct the City on its use. • Tyler will assist in troubleshooting issues with the standard interface. The City is responsible for establishing the required settings and for testing the interface. 2.2.1.14 Collection Agency Export Interface This System interface facilitates the generation of reports and exports of delinquent cases with outstanding warrants to be submitted to a third party Collection Agency. Tyler has established standard, supported export formats for several third party collection agencies. Activities and assumptions: Page 16 of 41 47/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Tyler will install the interface and instruct the City on its use. • Tyler will assist in troubleshooting issues with the standard interface. The City is responsible for establishing the required settings and for testing the interface. 2.2.1.15 GIS/Street Index Extract The Court Case Management software provides the ability to populate a database of valid street addresses for the Client's locale. Activities and assumptions: • The Client will provide a file of valid streets from their GIS system. • Tyler will import the contents of the file into the Court Case Management street database. • This service is a one-time import — changes or additions must be maintained manually after the initial import. 2.2.1.15 General Ledger (non-Incode) Interface This standard interface facilitates the export of summarized journal entries for third party General Ledger systems to reflect the financial activities recorded in the Incode Court Case Management system. In addition, outgoing payment information can be exported for use in processing checks through third party Accounts Payable systems. Tyler has established standard, supported export formats for several third party financial systems. Activities and assumptions: • Tyler will install the interface and instruct the Client on its use. • Tyler will assist in troubleshooting issues with the standard interface. The Client is responsible for establishing the required cross-references and code tables and for testing the interface. • Tyler reserves the right to require additional custom development charges if non -supported formats, additional data elements, or support for enhanced processes are required by the Client or their vendors. 2.2.1.17 Incode Notifications for Courts Incode Notifications for Court offers an automated way for the Court to contact multiple people by phone about pending or issued warrants, upcoming court dates, or outstanding balances. The System will perform call campaigns that are configured and controlled in the Incode Court application, a calling service that makes the campaign calls and returns the results of the calls, and the Incode Data Center which facilitates communication between the System and the calling service. Activities and assumptions: • Tyler will install the interface and instruct the City on its use. • Tyler will assist in troubleshooting issues with the standard interface. The City is responsible for establishing the required schedules, settings, and message content, and testing the interface through the calling service. • The Notifications system requires the Incode Scheduling and Court Incode Web Services components. 2.2.2 Content/Document Management Suite 2.2.2.1 Output Director Tyler Output Director allows users to define how document output such as email, printing, and saving is handled. City will also have the option to auto -image and index each document. This automatic process captures an image of the document and automatically links it to the System record as an attachment. Activities and assumptions: • Tyler will provide an email testing utility and the City will ensure that its e-mail server (SMTP server) is properly configured to allow the Output Director service to send emails to addresses outside of the City's domain. Page 17 of 41 48/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Base configuration of the application includes the installation and testing of the Output Director software on the Incode application server. This configuration will be performed by remote connection, if feasible. If not feasible, it will be configured on City premises at no additional charge. • Configuration homework for the City may include the following: Creating/editing Court document templates with required merge codes • Tyler will train the City on the following business processes: Document routing through Output Director 2.2.2.2 Laser Fiche Interface Incode interfaces with LaserFiche to allow Court to save and retrieve documents associated with cases. Incode sends system -generated documents to LaserFiche without the need to print and scan. Similarly, citation images sent from handheld citation systems can be sent directly to LaserFiche. Documents can also be scanned into LaserFiche and associated with cases or defendants. A button in Incode allows users retrieve documents associated with cases and defendants. 2.2.3 System Software 2.2.3.1 System Software Tyler's Incode line of applications requires third party runtime components to manage the communication between servers and workstations. These components include AcuServer, AcuGT runtime, and/or Acu4GL. Activities and assumptions: • Tyler will order the contracted software and install the software on the City's server. • Tyler will support this software and provide upgrades, as available, as long as the City maintains a current maintenance agreement with Tyler. 2.3 Professional services 2.3.1 Implementation Services Tyler employs a pool of implementation consultants that are divided into 6 skill sets: Financial, Utility, CRM, Court, Imaging, and Public Safety. Tyler attempts to assign one implementation consultant of each applicable skill set to each City. This consultant will perform all consultation, conversion, and training tasks for that product suite. All references to Implementation Consultant in this SOW refer to a Tyler employee assigned to perform the specified functions of the Implementation Consultant in that section of the SOW. The following assumptions apply to the implementation services: • City will ensure that employees are available for required training sessions and conversion tasks — including after- hours training, if necessary. • Employees of the City will have basic Windows skills, including, but not limited to using a mouse, clicking on an icon to open a new window, minimizing windows, switching between open windows, printing screens, and understanding the desktop. • Tyler staff will have access to City site after hours, if necessary. Page 18 of 41 49/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court 2.3.2 Incode Professional Services 2.3.2.1 Project Management Tyler will assign a project manager to be the primary point of contact for the implementation project activities. In situations where more than one suite of applications is purchased, Tyler may assign a separate project manager to assist with each application suite and designate one project manager as the lead for the project. 2.4 Custom Programming Tyler products will be implemented "off the shelf" without customization, except as detailed in the SOW below. Any additional customizations identified or requested will be quoted on a time and materials basis and processed as a contract amendment in accordance with the City's contract procedures. While there are times that requested customizations are simply not feasible, if Tyler does enter an agreement to customize the product, Tyler will make every effort to design customizations so that they can be leveraged by more than just one Client. This focus will affect the approach to designing, developing, and deploying new functionality so that we may benefit the largest population of users possible and regardless, all custom programs under this Agreement will become part of the base system, and will be fully supported by Tyler going forward. 2.4.1 Custom Modifications Custom modifications are changes to the functionality of existing Tyler software products. These changes may involve the addition of new fields to a screen, the enhancement or automation of a process, or the creation of a new module. Activities and assumptions: • Tyler will work with the City to determine the requirements for the modification. • Tyler will develop a design document based on the requirements, along with a proposal for related development costs that will be provided to the City's designated Project Manager to be handled in accordance with the City's contract amendment processes. • The City will review the design document, provide feedback, and approve the final version of the design document and proposal before any development work begins. • Upon approval of the design document, Tyler will schedule the development work. Tyler will advise the City of any schedule changes. • Tyler will write the software code, test the modification against the requirements through quality assurance, and prepare the modification for deployment through release management. • Tyler will deploy the modification and instruct the City on its use. • Tyler will assist in troubleshooting issues with the modification. The City is responsible for establishing the required settings and for testing the modification against the documented requirements. • Tyler reserves the right to require additional custom development charges if changes are made to the documented requirements for the modification after the design has been approved. These changes will be processed in accordance with section 5.4 below. The design and development of the following modifications are included in the SOW and the Purchase Pricing in the Agreement: 2.4.1.1 Commercial Vehicle Word scan Description Scan for words that indicate a commercial vehicle violation Page 19 of 41 50/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Specification System should scan the vehicle description for words that identify a Commercial Motor Vehicle (CMV) to make sure the CMV box is marked to identify the citation as a CMV violation. If the vehicle Is a CMV and the CMV box is not marked then prompt the user to verify the accuracy of the CMV box. 2.4.1.2 Case Participant Kiosk Check-in Description Allow case participants to check themselves in at a kiosk with proper identification validation Specification Allow case participants to check themselves in at a kiosk with proper identification validation 2.4.1.3 Case Information on Kiosk Description Provide the ability to access case information via a courthouse kiosk Specification Provide the ability to access case information via a courthouse kiosk 2.4.1.4 Attorney Filing Portal Description Attorney Filing Portal Specification Attorney Filing Portal - The defense attorney portal is an online system hosted by Tyler that facilitates interaction between court staff and defense attorneys. Attorneys may submit motions and filings and inquire about their cases. Attorneys may also sign up for lists of new cases or warrants for marketing purposes. Attorney transaction and access fees may apply. 2.4.2 Custom Interfaces Custom interfaces involve the development of a standard, repeatable process for transferring information into or out of the System software. These interfaces may take the form of a user -initiated import/export program, an API, or a web service. Activities and assumptions: • Tyler will work with the City to determine the requirements for the interface. • The City is responsible for engaging any third party vendors to participate in the design, testing, and implementation of the interface. These vendors may require the City to pay for additional products and services in order to develop an interface. • Tyler will develop a design document based on the requirements, along with a proposal for related development costs. • The City will review the design document, provide feedback, and approve the final version of the design document and proposal before any development work begins. • Upon approval of the design document, Tyler will schedule the development work. Tyler will advise the City of any schedule changes. • Tyler will write the software code, test the interface against the requirements through quality assurance, and prepare the interface for deployment through release management. • Tyler will deploy the interface and instruct the City on its use. Page 20 of 41 51/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Tyler will assist in troubleshooting issues with the interface. The City is responsible for establishing the required cross-references and code tables and for testing the interface against the documented requirements with the third party vendor. • Tyler reserves the right to require additional custom development charges if changes are made to the documented requirements for the interface after the design has been approved. These changes will be processed in accordance with section 5.4 below. 2.4.2.1 Screen Interface to Display Courtroom Schedule Description Screen interface to display courtroom schedule Specification Screen interface to display courtroom schedule — screen not included 2.4.2.2 Federal Information Processing Standards Interface Description Federal Information Processing Standards Interface Specification Ability to use Federal Information Processing Standards Interface for geographic location of offenses—this interface needs to be discussed further before it can be accurately spec'd or quoted. 2.4.2.3 Officer Scheduling Description Officer Scheduling Specification Officer scheduling interface to other agencies for scheduling 2.4.3 Enhancements Tyler software is constantly being modified to improve performance and add functionality. Tyler incorporates hundreds of enhancements into the INCODE Product applications every year. Many of these enhancements originate as suggestions from our customer base. Therefore, City's suggestions are encouraged. City may submit suggestions for enhancements and vote on suggestions from other cities through our customer service Web site on www.e-incode.com. Tyler will not implement all change requests and those that are implemented will not be done immediately. City will complete its implementation schedule with the then current version of the Tyler software and not postpone implementation pending the release of enhancements. 2.5 Data Conversion Services The data conversion process will transfer information from one or more legacy systems into the System in an accurate and verifiable manner. Verification of the data conversion consists of comparing the on screen data elements and management reports of each system. City understands that very little is done in the conversion process to "fix" the data. Inconsistencies or corruption in the original data will carry over to the new system — these issues should be identified and resolved before final data conversion on the legacy system(s) or shortly after "going live" on the Incode system. Some data issues can be resolved during the conversion process by limiting the scope of the conversion to exclude the erroneous data. Activities and assumptions: Page 21 of 41 52/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • The City will identify one or more Subject Matter Experts (SME) with knowledge of the key business processes to be performed in each suite of applications to work with Tyler staff on verification and testing of the data conversion. • The City will complete project planning survey and application questionnaires and return them to Tyler for review and implementation planning. Tyler may coordinate a conference call with the City to discuss the information provided. • Tyler will establish a dedicated secure FTP site for the transfer of data files. • City will employ technical staff capable of extracting data from the legacy software system(s) in a format suitable for conversion with documentation of the extracted data layout and format. City will provide a preliminary extract of the data from the existing system(s) by posting it to the Tyler FTP site or shipping it on removable media, such as CD, DVD, or portable hard drive. Tyler does not accept backup tapes. The City is also responsible for providing file layouts and data definitions for the preliminary extract. The City will also provide operational reports that coincide with the time at which the extract was produced. The format of the data files must be in an acceptable Tyler format. Acceptable file formats include: ASCII/text files which may be either fixed length or delimited, MS/SQL databases, Access Databases or Excel Spreadsheets. Multiple data extracts may be required during the implementation process which will include the final data extract just prior to "go live". New data extracts from legacy software system(s) will be available within 48 hours of request. All data extracts must conform to the file layouts and structure of the preliminary data. • Tyler will evaluate the preliminary data to confirm that the data is in a readable, usable format, and that we have all the required data for the conversion. • Tyler will develop conversion programs based on the format and structure of the preliminary data. The City will be responsible for providing Tyler with context for the extracted data from the existing system. • Tyler will perform a preliminary data conversion test using the programs developed. Tyler will complete a structured list of data integrity checks before releasing the data for review by the City. • The City is responsible for reviewing and validating the preliminary data conversion, with assistance from Tyler. Discrepancies will be reported to Tyler for evaluation and adjustments will be made to the conversion programs, if possible. Some issues may require the City to change or correct data in the legacy system prior to final conversion. • Tyler will perform additional data conversion tests with the adjusted conversion programs. • The City is responsible for reviewing and validating the adjustments made in the conversion tests and approving the conversion programs for use in the final conversion. • Tyler will perform a final data conversion to coincide with the beginning of live processing in the system ("go live"). Each of the Tyler software applications that are eligible for data conversion is listed below. Each data type that can be converted for an application is also described, along with an indicator as to whether the conversion of that data type was included in the SOW. 2.5.1 Court Applications 2.5.1.1 Criminal Court Case Management This conversion process facilitates the transfer of court case history — including people, citations, warrants, and payment history — from the City's existing court case management system to the Incode Court Case Management application. Activities and assumptions: Page 22 of 41 53/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Tyler will work with the City to identify operational reports from the legacy system that provide control totals of the quantity and value of the records to be converted. The City will produce these operational reports to accompany each data extract from the legacy system. • Tyler will conduct a series of conversion workshops to guide the City through the review of the converted data. In these onsite workshops, the Tyler Implementation Consultants and Conversion Programmers will work with the City SMEs to reconcile the control totals between the operational reports from the legacy system and the System and also to review individual sample cases to identify any corrections to be made in the conversion programs. • Once the data has been extracted for the final conversion, Tyler recommends limiting access to the legacy system to read-only access to prevent changes to records that will not be reflected in the converted data. • Tyler will work with the City to establish a process for final conversion that will minimize downtime between the extraction of data from the legacy system and the conversion and final validation of the data in preparation for go - live on the System. Some processes may need to be performed manually during the final transition — especially if the City has departments that access the court system on a 24/7 basis. Data Type Included? Description Citation/Case Information YES Violation (offense) Information YES Fee/Fine/Cost Assessments YES Fee/Fine/Cost Payments YES Fee/Fine/Cost Non -Cash Credit YES Bond Information YES Warrant Information YES Officers YES Witnesses YES Defendants YES Offense Code Master YES Vehicles YES Attorneys YES Citation History YES Receipts YES The following exclusions apply to the Court Case Management conversion scope: • Tyler does not convert information into the Cash Collection application — this application will begin accumulating history information as the system "goes live" and payments are processed within Incode. The Cash Collection application keeps a record of register operators, drawer totals, and end of day balancing information. The information regarding payments applied towards cases is kept in the Court Case Management application. • Code files are also not included in the conversion — these are established as part of the base configuration of the application, and converted data is cross-referenced to the established codes. • Microsoft Word documents and templates will not be converted programmatically from the legacy system— these documents must be created in Microsoft Word and configured for use in the System. Page 23 of 41 54/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • The court calendar will be reestablished in the System through the application and the converted data will be matched to the calendar through case status and other criteria. 2.6 Additional Services 2.6.1 Online Applications and Products Tyler's hosted applications provide public access to the City's System application information over the Internet. Tyler hosts the Web site and online components in a high availability co -location facility, and the data is made available through a secure API on the City's Incode application server. 2.6.1.1 Incode Online Component Setup The Citizen Portal is the main landing page for the City's hosted applications. Additional online components will be made available to the public from this site. Activities and assumptions: • Tyler will send the City documentation for the online components that includes a survey for the City to complete. • The City will return the survey and set up an ecommerce account with a Tyler approved credit card processor. • Tyler will install the required Insite components on the City's server based on the information given in the survey. • The City will open the required firewall ports, and Tyler will test the connection to the online components through the firewall. • Once the connection is successfully tested, Tyler will create a Web site on the hosting environment. 2.6.1.2 Court Online Component The Online Component includes a web presentation of the citizen's citation, collects a plea from the defendant, and can interface to credit card processors to create a payment record for the Court System. The defendant will pay a $2.50 to $3.50 fee per transaction for payment online. This fee is charged directly to the defendant as a separate charge line on their credit card statement and is paid directly to Tyler Technologies. In order for the City to receive payment for the credit card transactions from the portal, the city must either (1) establish a merchant account with ETS or (2) sign an agreement with Authorize.Net for gateway services that allows deposit of funds into an existing City merchant account (if one already exists). Both ETS and Authorize.Net charge fees to organizations for processing of credit cards. The fees are charged to cover the cost of processing the transaction through the U.S. banking system. If the City chooses to recoup this fee, there is an option in the INCODE Court Online Component to add a fee in addition to the fee discussed above, so the defendant pays both fees in addition to the violation cost. Activities and assumptions: • Tyler will provide training on the setup of the component. • The City is responsible for configuring the web service and offense code options that govern the types of cases and situations that are eligible for online payment. 2.6.2 Tyler Online Training Center 2.6.2.1 Tyler Online Training Center The Tyler Online Training Center (TOTC ) allows City's entire staff to have unlimited access to all training features. Whether City staff includes long-time INCODE users, new employees just learning the system, or a mix of both—the Training Center Page 24 of 41 55/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court ensures that every user receives the continuing training necessary to use the INCODE system in the most productive and efficient way possible. Activities and assumptions: • The City will provide a list of names and email addresses for all users of the Tyler software. • Tyler will create user accounts on the TOTC for each user on the list and email the credentials directly to the email addresses provided. 2.6.3 Technical Services 2.6.3.1 Application Availability Service Tyler's Application Availability Services include establishing a backup plan, monitoring your data, providing off-site data storage and in case of a disaster, guiding you through the data recovery process. Activities and assumptions: • Tyler will work with the Client's IT personnel to install the AAS components and establish a secure connection to the AAS hosting facility. For new implementations, this process will coincide with the timing of the first application suite to go -live. Page 25 of 41 56/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 3. Project Timeline 3.1 Project Phases Tyler realizes that incorporating new business processes and software systems into an organization is a major change to be managed. Part of managing that change is establishing a reasonable pace at which the components can be implemented and understood and making sure that the project is correctly staffed to meet project deadlines. The implementation of each of Tyler's application suites can be pursued somewhat independently from the other suites, and Tyler will work with the City to establish a phased approach to implementing the suites while keeping an overall system perspective of how the components integrate and interrelate. As such, some of the phases of the lifecycle described below may be repeated for each application suite. 3.2 Project Lifecycle 3.2.1 Initiation The Initiation phase of the project begins with the signing of the Agreement and the assignment of the Tyler Project Manager. During this phase, initial information is collected for use in establishing the project plan through phone calls and surveys. Also, if data conversion is included in the project, an initial extract of the legacy data will be produced for review. The key deliverables of this phase are the completed project surveys, the order of any server/network hardware for production, test and training environments, and the delivery of the initial data extract. 3.2.2 Planning The Planning phase of the project begins with a Project Kickoff Meeting, which provides an overview of the implementation process to all of the stakeholders. This meeting initiates the whole implementation process by introducing the stakeholders to each other and laying the foundation for continuing communication and coordination. The Planning phase continues with an onsite review of the requirements for the solution with the project stakeholders. Tyler will review the City's documented policies and procedures to prepare recommendations for the configuration and operation of the solution. During the onsite review, Tyler will interview project stakeholders to verify the documented processes and discuss recommendations and alternatives for processing information in the Incode solution. During the Planning phase, each aspect of the project plan is discussed, established, and documented. This plan describes the scope of the project, as well as the associated schedule and budget. The project plan will also describe the processes that will be followed to implement the software and manage issues, changes, and risks along the way. The project will conform to City's project management methodology and change management and release management processes. The key deliverables of this phase are the completed Project Plan components — primarily the Project Schedule. 3.2.3 Installation The Installation phase includes setup and configuration of the Incode system hardware. This environment will be verified by Tyler before installation of the Incode software products and associated third party products. Tyler will provide the City with detailed information as to hardware requirements for network, space, electrical, and environmental (HVAC) requirements. The City will be responsible for preparing its data center to meet these requirements. The key deliverable of this phase is Software Installation Acceptance by the City — documented verification of the installation of the Incode software. 3.2.4 Preparation The Preparation phase includes a number of steps designed to ready the site, the software, and the stakeholders for the implementation of the Tyler software. These steps will vary depending on the products and services listed in the Agreement, but they usually include establishing a training environment, taking online courses through the Training Center, Page 26 of 41 57/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court establishing credit card processing accounts, preparing conversion programs, and other tasks that need to be completed before the Implementation Consultant arrives on site. 3.n.5 Configuration The Configuration phase is the beginning of the Implementation Consultant's on site work with the City. During this phase, the consultant will analyze the business processes and needs of the City and develop a plan for configuring the Incode system to facilitate those processes and meet those needs. The consultant will also explore alternate ways of processing information and discuss best practices that have been established from implementations at other Incode sites. As the Implementation Consultant determines the optimal configuration options for the City site. Consultant will train the City staff, and the City staff will begin setting up the codes, tables, and cross references in the system. The key deliverable of this phase is Configuration Acceptance — documented verification of the configuration of the Incode system to support the City's business processes and facilitate data conversion tests. 3,2.6 Conversion Since data is being transferred from the City's legacy system(s) into the Incode database, an initial full extract of the legacy system data should be provided as soon as possible for analysis by the Tyler Conversion Services department. At the beginning of this phase, a Conversion Plan will be drafted for the project. This plan will identify all of the tasks and resources required to convert data from the legacy system to the Incode solution. This plan will also describe the methodology used to map data fields and implement business rules to effectively translate the data from one system to another. This initial data will be used to map the legacy data fields and information into the Incode product format. Questions regarding the content or consistency of the data files will be forwarded to the City for clarification. The Conversion phase also includes the testing of the conversion programs and reconciliation of the imported data to the legacy system. Tyler will guide the City through the reconciliation process through on site tests and reviews of the converted data. The key deliverable of this phase is Conversion Acceptance — documented verification that development of the conversion programs is complete based on the data tables identified in the Agreement and the information provided in the accepted Conversion Plan. 3.2.7 Design Throughout the planning and execution of the project, City needs may be identified that require custom development of reports, interfaces, or program modifications. The Design and Development phases include the design, creation, and testing of these programs. These two phases are often repeated in an iterative process to further refine the functionality of the system. The Design phase begins with one or more Requirements Reviews to review the current and "to -be" workflow processes that the court desires to implement with the Incode solution. The goal of these sessions is to identify any additional features or functionality that the City requires from the Incode solution. These customizations will be introduced as changes to the project scope so that the need for the customization can be confirmed and any associated cost can be approved by the appropriate project stakeholders as described in this document under Scope Control — Change Management. Any customizations done under this SOW will become a part of the base Incode product for future support and sales. The key deliverable(s) of this phase is Design Acceptance — documented approval of the design documents that describe the custom reports, interfaces, or modifications to be created for the System. 3,2.g Development The Development phase includes the programming, demonstration, and deployment of the customizations that are included in this Agreement and others that may have been identified and approved in the Design phase. Tyler will create Page 27 of 41 58/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court the modifications and test them internally to verify proper functionality according to the design and compatibility with the remainder of the Incode system. Tyler will then demonstrate the customizations to the City before making any final revisions and deploying the customizations to the City's environment. The key deliverable(s) of this phase is Modification Acceptance — documented approval of the delivered custom reports, interfaces, or modifications according to the approved design documents or specifications. 3.2,9 Testing During the Testing phase, all of the components of the Incode solution will be evaluated to ensure their compliance with the requirements established in the Agreement and the development designs. For each module included Tyler will provide previously executed test plans and scripts to be used as a basis for customization to meet the City's needs At the beginning of this phase, a Testing Plan will be drafted for this project. Tyler will collaborate with the City to draft and finalize plans and procedures for testing the functionality of programs and interfaces with the processing of converted data. The key deliverable of this phase is Functional Acceptance which is referred to in the Agreement as the Date of Implementation to be followed by follows the completion of successful User Acceptance Testing — documented verification that the entire system functions in full compliance with the specifications and requirements using City data. 3.2.10 Training During the Training phase, the Implementation Consultant will provide comprehensive, hands on instruction on the operation and maintenance of each of the products in the Incode solution as described in this SOW. At the beginning of this phase, a Training Plan will be drafted for the project. This plan will detail the courses to be presented, the schedule of classes, and the required attendees. The key deliverable of this phase is Training Acceptance — documented verification of the successful completion and acceptance of the courses described in the accepted Training Plan. 3.2.11 Cutover and Go Live The Go Live process begins with the cutoff of processing in the legacy system(s) after Tyler receives Acceptance of the System from the City following UAT as set forth in the Agreement and continues with the final conversion of data into the live production environment. From there, the Implementation Consultant will guide the initiation of live processing within Incode by helping to resolve any issues that arise and providing additional training as needed. At the beginning of this phase, a Cutover Plan will be drafted for the project. This plan will detail the steps required — in hour by hour detail — to successfully transition from the legacy system to the new Tyler system with a minimum amount of impact on the business of the City. The key deliverable of this phase is Live Processing Acceptance by the City — documented verification of the setup, training, and live operation of the Incode software. 3.2.12 Final Implementation Support The Final Implementation Support phase consists of the delivery, testing, and training of software, hardware, or custom modifications that were not included in the "go live" scope. This phase often includes follow up training to be provided after the software has been in use for a period of time. Deliverables in this phase will follow the pattern of previous implementation phases — Development, Testing, Training, etc. — depending on the nature of the item. 3.2.13 Closing The Tyler PM will close each phase of the project by soliciting an acceptance of the delivered products and services from the City PM. Key deliverables have been identified for certain phases of the project life cycle. The City will confirm the receipt of the deliverable and verify the conformance of the deliverable to the project scope, at which time the project phase will be considered closed. Page 28 of 41 59/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court The implementation of each suite of Tyler software will culminate in a Transfer to Support conference call in which an Incode Customer Support Manager will discuss when and how to contact support and the Implementation Consultant will present any outstanding issues from the implementation to be addressed by Support personnel. The Tyler Project Manager will facilitate the Transfer to Tyler Maintenance and Support call and collect relevant project documents, including trip reports from the consultants and the current issue log. 3.3 Project Schedule Tyler has included a tentative Project Schedule that outlines an implementation approach with approximate timeframes. This document includes Tyler's expectations as to the division of responsibilities between Tyler and The City. Tyler will work with the City to establish a project schedule that details the activities required to deliver the products and services included in the Agreement and described in this SOW. Both Tyler and the City recognize that the eventual schedule will likely be affected by a number of factors, including interdependencies with other City projects, availability of court resources, procurement and installation of hardware and software, and perhaps even alternate approaches to testing, training, or other aspects of the project lifecycle. The detailed schedule will also be based upon other factors, including the budget, existing computer skills of the City's staff, existing familiarity with the Incode products of the City's staff, and the complexity of any data conversions. The full project schedule will be established upon discussion of these points, review of any data to be converted, and completion of the project initiation documents. The project schedule will be developed and maintained in Microsoft Project. This file will be updated by the Tyler Project Manager with progress information and approved changes to the schedule to coincide with the weekly Status Reports described in this document under Schedule Control — Status Reporting. Page 29 of 41 60/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 4. Project Team 4.1 Project Organization 4.1.1 Project Organizational Chart Tyler expects the project organization to follow a structure similar to the diagram below: I TYLER I_ CLIENT — I Executive ffi utive Management Management TYLER lmplomentabon Manager TYLER Project Manager Implementation Specialiste Conversion Analysts Implementation Consultants Conversion Programmers Development CLIENT Project Sponsor CLIENT Project Manager Subject Matter Experts (SME) Information Technology Trainers System Administrators End Users With this organization, Tyler typically requires the assignment of a primary point of contact at the City for all matters related to the project — a City Project Manager. This contact must be readily accessible to Tyler staff, and they should have authority to procure resources and schedule City staff activities related to the Implementation. A Steering Committee will be established by the City and will be operational at the commencement of the project. The steering committee will meet as needed, and it will be staffed with management who can resolve high profile issues. Tyler expects the steering committee to serve a role either as the Project Sponsor or as a resource for the Project Sponsor, so that issues and decisions can be escalated appropriately for resolution. 4.2 Tyler Roles and Responsibilities 4.2.1 Tyler Director of Implementation The Tyler Director of Implementation is responsible for the delivery of products and services for each product suite. The Director supervises the work of Tyler project managers and implementation consultants, and they serve as an escalation point for project concerns. 4,2.2 Tyler Project Manager The Tyler Implementation Director will assign a project manager to be the primary point of contact for the implementation project activities. In situations where more than one suite of applications is purchased, Tyler may assign a separate project manager to assist with each application suite and designate one project manager as the lead for the project. The project manager's responsibilities include the following: • Take over the account from sales as primary contact • Confirm the scope of the contract and the objectives of project and resolve any gaps • Establish an orderly plan for implementation of the software and delegate the tasks to the resources • Identify risks to the plan and mitigate them Page 30 of 41 61/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court • Triage issues that interfere with the plan and assign resources to resolve them • Ensure that changes to the plan are endorsed by the right decision makers • Track the costs incurred to accomplish the plan and notify the decision makers of potential overages • Monitor progress toward the plan and communicate status to all of the stakeholders • Document tasks completed, issues resolved, decisions made, etc. for future reference • Usher the account into maintenance and support 4.2,3 Tyler Implementation Specialists The Tyler Project Manager will coordinate the efforts of one or more Implementation Specialists during the course of the project. These specialists install and configure the components of the Tyler software, and — in certain cases — they also train the City on the use or maintenance of the component. Based on the scope of the Agreement, their responsibilities may include the following: • Purchase, install, and configure contracted server and workstation hardware and software • Installation of third party hardware and software purchased through Tyler • Installation of Tyler software suites and components • Configuration of credit card processing services • Configuration and training of online components • Installation and configuration of interfaces 4.2.4 Tyler Implementation Consultants The Tyler Project Manager will assign one or more Implementation Consultants to perform the primary implementation work for the project. Most of this work will be performed at the City's site, but all time spent by the Implementation Consultant on the implementation is billable towards the project. Tyler Implementation Consultants are domain experts in each application area, and their responsibilities include the following: • Consult on optimal system configuration • Deliver hands-on training for Incode applications • Guide reconciliation of conversion data • Assist in system testing and parallels • Track and report site-specific issues 4.2.5 Tyler Conversion Analysts If the scope of the Agreement includes conversion of data from a legacy system, Tyler may assign one or more Conversion Analysts to assist in the reconciliation of the converted data. These analysts work remotely with the Implementation Consultants and Conversion Programmers, and their responsibilities include: • Verify balances and totals with the City's legacy reports • Compare the data presented in the Tyler system with corresponding screens in the legacy system • Collaborate with the City to analyze and resolve reconciliation issues • Provide feedback to the Tyler Conversion Programmer for adjustments to the conversion programs 4.x.1 Tyler Conversion Programmers If the Agreement includes the conversion of data from a legacy system, Tyler will assign one or more Conversion Programmers to create the conversion programs necessary to move the data into the Tyler system. These programmers work remotely in conjunction with the Implementation Consultants and Conversion Analysts, and their responsibilities include: • Verify the integrity of the initial data extract(s) to be used in the conversion • Create conversion programs based on the initial data extracts for use in conversion testing and go live • Provide exception reports from the conversion tests for review by Tyler and the City Page 31 of 41 62/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Update the conversion programs according to guidance from the City and the Tyler Implementation Consultant and/or Conversion Analyst 4.2.2 Tyler Development If the Agreement includes customizations or modifications, one or more development teams will be responsible for creating those deliverables. Their responsibilities include: • Gathering requirements for the proposed development work • Documenting the design for the proposed work • Developing the customizations or modifications based on the approved designs • Assisting in testing the developed code 4.3 City Roles and Responsibilities 43.1 City Project Sponsor In order to maintain the momentum and purpose of the project described by this SOW, a project sponsor should be identified at the City site. Most often, these sponsors are named on the Agreement and their involvement carries on in an active investment in the success of the project. This individual will have ultimate "tie -breaking" authority regarding any disagreements as to function, etc. among the City staff. This individual will have final say regarding major changes of scope, timeline, or funding and will be the City's final arbitrator of disagreements with the Vendor. Other responsibilities include the following: • Act as the champion for the project • Monitor the overall status of the project • Identify and communicate organizational risks that may have an impact on the project • Initiate change management activities to encourage adoption and acceptance of the new system 4.3.2 City Project Manager Tyler requires the assignment of a primary point of contact at the City site for all matters related to the project. This contact must be readily accessible to Tyler staff, and they should have authority to procure resources and schedule staff activities related to the implementation. The responsibilities of the City PM are essentially the same as the Tyler PM, as the project managers on each side will work together to establish the plan and manage performance to it. Other responsibilities include the following: • Disseminate project information to the project team at the City's site • Manage the performance of the City's project team toward project tasks and homework • Coordinate the work of the City's third party vendors and partners • Facilitate installation of hardware/software and coordinate maintenance of those systems • Establish software training facilities and schedule personnel for training • Approve deliverables • Apply business process knowledge to implementation tasks • Monitor software training and attendance • Identify issues and customizations needed • Review invoices and approve payments in accordance with the deliverables provided • Monitor the status of risks that may have an impact on the project and assist as necessary in risk mitigation • Monitor project status to encourage adoption and acceptance of the new system • Monitor and approve change management activities Page 32 of 41 63/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court 4.3.3 City Subject Matter Experts The City PM should assemble a team of representatives from each department or function that will require interaction with the software. These supervisors and end users will be responsible for the following: • Participate in consulting meetings • Attend all relevant training sessions • Create system codes and accounts • Test system processing and output • Reconcile conversion results • Reconcile parallel processing results • Identify any issues as they arise 43,4 City Trainers The City PM should identify one or more supervisors or end users that will be responsible for training other users on the maintenance and operation of the system. Even if Tyler resources are providing all of the end user training during the implementation, the City will be responsible for training new employees after go live, and identifying these Trainers will encourage them to prepare themselves for that task. If the scope of the Agreement does include a "train the trainer" approach, then Tyler resources will train a limited number of users who will then be expected to train the remainder of the end users in the organization according to the project schedule. Under this approach, the Trainers are responsible for the following: • Attend all relevant training sessions • Create or modify training materials for use in end user training • Schedule and conduct end user training sessions • Track and report end user attendance and proficiency • Identify any issues as they arise 4.3.5 City Information Technology The City is responsible for securing the services of personnel that can assist in the installation, configuration, and maintenance of the required hardware, software, and network components. Depending on the scope of the Agreement, the City responsibilities can include the following: • Configure VPNs and remote access technology to manage access to the Tyler systems from outside the City's network • Extract data from the legacy system(s) for use in conversion to the Tyler system • Troubleshooting of network and workstation issues • Run and install LiveUpdate patches for Tyler suites • Load and test new releases of Tyler software 4.3.6 City System Administrators The City PM should identify one or more resources to serve as System Administrators for the Tyler system as a whole. Tyler resources will train the System Administrator to perform basic non-technical maintenance tasks within the application, including the following: • Code file maintenance • Business Rule configuration • Manage Print Previewer settings • Add/deactivate users and manage security settings Page 33 of 41 64/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court 4.3.7 City End Users End Users include anyone at the City site that will be expected to use the Tyler system. These End Users may have other roles in the implementation project, as well, but the basic responsibilities include the following: • Complete prerequisite training sessions on the Tyler Online Training Center • Attend all relevant training sessions identify any issues as they arise 4.4 Responsibility Matrix The RACI Responsibility Matrix documents who in the organization are: • R — Responsible for creating the deliverable, • A — Accountable for the deliverable, • C — Consulted with about the deliverable (two-way communication), or • I — Informed about the deliverable (one-way communication). The organizational roles are abbreviated as follows: • PM — Project Manager • IC — Implementation Consultant(s) • FT— Functional Team Members • IT— Information Technology Responsibility Tyler City PM IC FT PM IT FT Initiation Complete City Surveys I I I A I R Activate Tyler Online Training Center R I I C I I Acquire Cashiering Hardware & Software A I R I I I Acquire INCode & INSite Software & Utilities A I R I I I Acquire Infrastructure Hardware/Software I I C A I R Acquire Conversion Data I I C A R I Project Planning Conduct Project Kick-off Meeting R C C C C C Conduct Requirements Review A R R C C C Develop Project Schedule and Plan R C C R C C Signed Acceptance of Project Schedule and Plan I I I R I I Installation Page 34 of 41 65/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work • City of Corpus Christi ("City') for its Municipal Court Responsibility Tyler City PM IC FT PM IT FT Install Workstation Hardware/Software I I C A R I Place/Install Cashier & Court Room Hardware I I C I A R Configure Cashier & Court Room Hardware A I R I C I Signed Acceptance of Software Installation I I I R I 1 Preparation Conduct Court Orientation A R I C C C Complete Online Courses I I I A I R Establish Training Facilities I I I R I I Establish Credit Card Accounts I I I R I I Develop Conversion Scripts for all Modules A C R C I Configuration Conduct Configuration Workshops A R I C C C Complete Configuration Teamwork I C I A I R Signed Acceptance of Software Configuration I I I R I I Conversion Develop Conversion Plan R C C R C C Extract Legacy System Data I I C A R I Conduct Data Conversion Workshops A R R C C C Review and Evaluate Data I C C R C R Signed Acceptance of Conversion Scripts I I I R I Design Create Design Documents A I R C I C Review Design Documents I I C R C R Signed Acceptance of Development Designs I I I R I I Development Develop Modifications A I I R I I I Page 35 of 41 66/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Responsibility Tyler City PM IC FT PM IT FT Demonstrate Modifications A I R C I C Review and Evaluate Modifications I I C R C R Signed Acceptance of Modifications I I I R I I Testing Develop Test Plan R C C R C C Develop Test Plans and Cases A R C C I C Conduct Tests 1, C I A C g Signed Acceptance of Testing I I I R I I Training Develop Training Plan R C C R C C Conduct Train the Trainer Training A R I C I C Conduct End User Training I C I A I R Conduct Follow -Up Training A R I C I C Signed Acceptance of Implementation Training I I I: R I I Go -Live Develop Cutover Plan R C C R C C Final Extract of Legacy System Data C I C A R 1 Conduct Final Data Conversion A R R C I I Initiate Production Processing (Go- Live) A R R A R R Monitor Live Processing & Resolve Issues A R C A C C Signed Acceptance of Live Processing I I I R I I Post Implementation Support Conduct Acceptance Testing l C I A C R Monitor Live Processing & Resolve Issues A R I C I C Signed Acceptance of System I I I R I I Closing Conduct Lessons Learned Session R C C R C C Page 36 of 41 67/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court 4.5 Project Contact List A comprehensive list of project team members and stakeholders will be maintained in a Project Contact List. An initial list of the management contacts for Tyler is provided below: Tyler Technologies Director of Implementation — Donna Martindale 800-646-2633 x5002 Donna.Martindale@tylertech.com Court/Public Safety Director of Implementation — Scott Helle 720-497-8067 Scott.Helle@tylertech.com Document Management Conversion Manager — Cindy Mikkelson 605-323-2605 Cindy.mikkelson@tylertech.com Financials and Court Page 37 of 41 68/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 5. Project Management Tyler subscribes to the concepts and standards of the Project Management Institute (www.pmi.org) and has translated those concepts into proven processes that have governed the successful implementation of our products in hundreds of installations, both small and large. 5.1 Schedule Control — Status Reporting Consistent communication of project performance will be anchored by a weekly Status Update conference call. These calls will commence shortly after project kickoff and continue throughout the course of the implementation project. The Tyler Project Manager will publish a Status Report and distribute it to the attendees prior to the conference call via email. The Status Report will follow the Incode Status Report template, highlighting recent project accomplishments, upcoming objectives, and outstanding issues that are impeding progress. During the Status Update call, the Status Report will be discussed, revised, and approved. Action items will be identified and assigned to one or more attendees to address. The approved Status Report — with action items — will be redistributed to the attendees within 24 hours of the call. 5.2 Quality Control — Issue Management Issues can be reported by any of the City's Functional Team Members to their supervisor or to the City Project Manager who will then discuss the issue with the Tyler Project Manager. In addition, Tyler Functional Team Members will notify the Tyler Project Manager of project issues as they arise. The Tyler Project Manager will research each issue and provide recommendations, if applicable, to the City Project Manager for resolution. The Tyler Project Manager will be responsible for assigning each issue to a Tyler Functional Team Member or to the City Project Manager and tracking the status of the issue to resolution. Issues that must be resolved by the City's Functional Team Members will be assigned to the City Project Manager for delegation. All project issues will be documented in the Project Issue Log. This log will be discussed during each Status Update call and revised as needed by the Tyler Project Manager. 5.3 Cost Control — Budget Management The budget for the project is the total amount approved by the Corpus Christi City Council and reflected as the Purchase Price for the System in the Agreement, including Maintenance. The Tyler Project Manager will track performance toward the budget in the Contract Estimate vs. Actual spreadsheet. This document will be updated monthly with project costs invoiced by Tyler and discussed with the City Project Manager each month to determine potential variances from the established budget. The budget will only be changed if the City requires additional products or services that are not reflected in the Agreement and any such change will require a formal amendment of the contract and additional monetary approvals as required by City Code. It is the responsibility of Tyler to provide the System as detailed in the Agreement with attached exhibits in accordance with the Purchase Price in the Agreement. 5.4 Scope Control — Change Management Requests to change the established project scope or schedule will be submitted to the Tyler Project Manager by the City Project Manager, and are subject to formal City approval. The Agreement cannot be changed or amended by a request from the City Project Manager. In addition, the Tyler Project Manager will be responsible for identifying potential changes to the project arising from City communications, issues, or risk events. The Tyler Project Manager will discuss these items with the City Project Manager and determine whether the issue will require an amendment of the Agreement. Any change that will increase the Purchase Price in the Agreement will require a written formal amendment of the Agreement. Page 38 of 41 69/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court The Tyler Project Manager will research the impact of each change request to the project schedule, scope, and budget and provide recommendations to the City Project Manager for review. All change requests will be documented in the Project Change Request Log. This log will be discussed during each Status Update call and revised as needed by the Tyler Project Manager. The City Project Manager will be responsible for establishing a process for reviewing change request recommendations with the appropriate stakeholders at the City site and third party vendors, if applicable. A resolution should be reported to the Tyler Project Manager within two weeks unless otherwise agreed upon. Resolution actions consist of approval, rejection, or postponement of the recommendation. 5.5 Risk Control — Risk Management Managing risk is one of the major processes of project governance. Risk management is a core discipline that assists managers at all levels to make correct and informed decisions. Risk management is a process for organized assessment and control of risks. It involves the identification, analysis and evaluation of the risks presented by the system being acquired and the activities to acquire it, and the development of cost- effective treatments for those risks. It applies to projects and programs of all sizes. The Tyler Project Manager will conduct an initial risk assessment based on information gathered during the Planning phase of the project. Potential risks will be identified through interviews with project stakeholders or documented in lessons learned from past projects. The Tyler Project Manager will research each risk and assign a Risk Factor based on its Probability of occurrence and potential Impact on the project. The Tyler Project Manager will provide recommendations to the City Project Manager for risk mitigation. Additional risks can be reported by any of the City's Functional Team Members to their supervisor or to the City Project Manager who will then discuss the risk with the Tyler Project Manager. In addition, Tyler Functional Team Members will notify the Tyler Project Manager of project risks as they arise. The Tyler Project Manager will assess risks as they are identified and provide recommendations to the City Project Manager for risk mitigation. The Tyler Project Manager will associate each risk that requires a mitigation plan to one or more project phases in which the risk could occur. A Trigger Event may also be identified for a documented risk — an event that, if it occurs, clearly indicates that the risk has presented itself in the project. Upon approval by the City, the project risks and the associated mitigation plans will be documented in the Project Risk Log. Each documented risk will have a Risk Owner — a project stakeholder that is responsible for monitoring the risk and any applicable Trigger Events to determine whether a risk event has occurred. The Risk Owner will be responsible for notifying the project stakeholders of the risk event and implementing the mitigation plan. Page 39 of 41. 70/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court Section 6. References 6.1 Tyler Policies and Standards 6.1.1 Cancellations Tyler schedules implementation dates on a first-come, first-served basis. Implementation dates that are postponed will be rescheduled according to then -current availability for the assigned consultant. Tyler implementation schedules are developed well in advance of onsite implementation. This is required in order to build City schedules for planning purposes. Conflicts arise when City cancels or postpones implementation days. Tyler strongly recommends having a back-up employee available for implementation in the event the main contact becomes unavailable. This helps to mitigate the risk of cancelling training. If for any reason City needs to reschedule/cancel dates for training, please contact the project manager as soon as possible. 6,1.2 After -Hours Work Our implementation staff is scheduled to work regular business hours only. Off -hour implementation services can be requested with a 30 -day notice. We reserve the right to deny the request due to personnel availability. Tyler recognizes that the City operates court at night and on the weekend, and implementation services may need to be scheduled to assist during those timeframes. Tyler also recognizes that certain other project tasks - such as running conversion programs - may carry through past business hours. These off -hour assignments will be identified on the project schedule and agreed to by the Tyler and City project managers in advance. 6.1.3 Parallel Processing The City is not intending to engage in parallel processing. 6.1.4 Homework Many cities underestimate the time required on their side for a successful implementation. Throughout the implementation process many tasks must be completed. Most of these are data input or related jobs, which need to be completed before proceeding. These are often time-consuming tasks; it is more cost effective for the City if these tasks are completed between scheduled implementation days. In order to meet anticipated deadlines it is imperative that these "homework assignments" be completed on time and before the next relevant implementation day. Tyler Consultants will report delays to the City project manager and Tyler Project Manager. It is the responsibility of the City project manager to track that homework is being done as assigned. 6.1,5 Training Conducting training in an area free from interruption will allow for the most effective implementation possible. We highly recommend a designated area that allows the Consultant and trainee(s) space to organize any relevant documents, network access to the INCODE Products system, a working printer, a telephone, and a white board with markers. This allows a greater ability to focus on the task at hand and helps to ensure that real progress is made during each implementation/training session. If a separate room is not an option we suggest that the individuals involved in the implementation are not expected to fulfill their regular work responsibilities during the scheduled training. The goal is to keep interruptions at a minimum. Tyler requires at least one member from Management Staff attend every implementation/training session, or that they be available to answer all non -Tyler questions brought up during the implementation, at the end of each session. Requiring Management attendance also eliminates debate regarding whether the implementation day was effective. In the past, end users have told us that they are not ready to go live because they were not trained or not trained well. Management can only validate these statements if present at all training sessions. Page 40 of 41 71/84 Contract No. 2018-0146 EXHIBIT C System Implementation Statement of Work - City of Corpus Christi ("City") for its Municipal Court 6.1.6 Product Documentation Tyler will provide documentation for the software products in the form of training agendas and handouts as part of the implementation process. These materials will be tailored to reflect the configuration of the City's products, and they will be provided in Microsoft Word format so that the City can modify and reproduce them as needed for future training needs. Tyler expects the City to update the training documentation as desired to reflect future patches and releases, according to the release notes provided by Tyler. Tyler's Incode application documentation is online and includes both operator and administrative functions. Documentation is included for all release versions of Incode software and is updated as new versions of the software are released. The documentation includes a table of contents, index, key word search, and bookmark capabilities and is also available to users as context -sensitive Help. Tyler does not maintain or distribute this information in Microsoft Word format. Page 41 of 41 72/84 Contract No. 2018-0146 EXHIBIT C Exhibit 3 Tyler Business Travel Policy I . Air Travel A. Reservations and Tickets The travel coordinator has been directed to provide travelers the lowest available airfare within two hours before or after the requested departure time (a.k.a. two-hour window). Employees are encouraged to make reservations far enough in advance to take full advantage of discount opportunities. B. Baggage Fees Fees for checking up to two pieces of baggage will be fully reimbursed, provided they are directly related to Tyler business. Baggage fees for sports equipment are not reimbursable. Ground Transportation A. Private Automobile Business use of an employee's private automobile will be reimbursed at the current IRS rate plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars when cost, convenience and the specific situation require their use. The Company has selected specific providers as its primary rental car firms. Reservations must be made through the travel coordinator or online booking tool to ensure that we take full advantage of the contract. When renting a car for Company business, employees should decline the "collision damage waiver" and "personal accident insurance" on the rental agreement as the Company carries leased vehicle coverage for any employee leasing a vehicle for business purposes. Travelers should also decline the "fuel purchase option" and return the car with a full tank of gas. The Company will not reimburse for non-essential products and services such as GPS devices and Satellite Radio. C. Public Transportation Taxi or airport limousine services should be considered when traveling in and around cities or to and from airports. The Company will reimburse the actual fare plus a reasonable tip (15-18%). In the case of a free hotel shuttle to the airport, a $1 tip per bag is reimbursable. 3. Lodging The Company has selected specific providers as its preferred hotel vendors. Reservations must be made through the travel coordinator or online booking tool to ensure that we take full advantage of the contracts. Hotel chains that are well established, reasonable in price and conveniently located in relation to the traveler's work assignment should be selected. Typical hotel cost per night 73/84 Contract No. 2018-0146 EXHIBIT C should not exceed $100 per night before taxes. If the customer has a discount rate with a local hotel, please notify the travel coordinator as soon as possible to ensure that all employees can take advantage of the rate. 4. Meals Meals while on travel status are reimbursable per the rate published by the IRS at www.gsa.gov/perdiem_ The split for the per diem meals is: 15% Breakfast 25% Lunch b0% Dinner A. Overnight Travel Employees on overnight travel status are eligible to claim all three meals on their expense report except as follows: Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day lunch and dinner dinner Return before I2:00 noon breakfast Return between 12:00 noon & 8:00 p.m. breakfast and lunch Return after 7:00* p.m. breakfast, lunch and dinner *7:00 is defined as direct travel time and does not include time taken to stop for dinner B. Same Day Travel Employees traveling at least 2 hours to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 8:00* p.m. *8:00 is defined as direct travel time and does not include time taken to stop for dinner 5. Internet Access - Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If your hotel charges for internet access it is reimbursable up to $15.00 per day. Charges for Internet access at airports are not reimbursable. Effective April 1, 2012 74/84 Contract No. 2018-0146 EXHIBIT C EXHIBIT 4 INSURANCE REQUIREMENTS I. VENDOR'S LIABILITY INSURANCE A. Vendor shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee, Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Vendor shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate Commercial General Liability including: 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors $1,000,000 Per Occurrence $2,000,000 Aggregate BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned $1,000,000 Combined Single Limit WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation r And Paragraph Ii Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Vendor shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. IIT ADDITIONAL REQUIREMENTS A. Vendor must obtain workers' compensation coverage through a Iicensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Vendor's financial integrity is of interest to the City; therefore, subject to Vendors right to 75/84 Contract No. 2018-0146 EXHIBIT C maintain reasonable deductibles in such amounts as are approved by the City, Vendor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Vendor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Vendor shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Vendor 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: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. Vendor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; ▪ Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage. Vendor provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Vendor'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. F. In addition to any other remedies the City may have upon Vendor'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 Vendor to discontinue sales/work hereunder, until Vendor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Vendor may be held responsible for payments of damages to persons or property resulting from Vendor's or its subcontractor's performance of the work covered under this agreement. 76/84 Contract No. 2018-0146 EXHIBIT C H. It is agreed that Vendor'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, with the exception of the workers' compensation policy. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2013 Municipal Court Purchase and Installation of Software --- ins. reqs. 122/2013 ds Risk Management 77/84 Contract No. 2018-0146 EXHIBIT C Exhibit 5 COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS THIS AGREEMENT is effective as of the date of acceptance set forth at the end hereof, and is by and between Tyler Technologies, Inc , hereinafter referred to as COMPANY and the City of Corpus Christi. Texas, hereinafter referred to as the "SUBSCRIBER" DEFINITIONS COMPANY Web Services COMPANY Web Services are designed to enable SUBSCRIBER to easily establish a presence on the Internet, COMPANY Web Hosting and Design is composed of the COMPANY Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other COMPANY Court On -Line The COMPANY Court On -Line Component provides the ability for municipal court fines to be paid by credit card via the Internet. Since it was designed by COMPANY, this system interfaces seamlessly with COMPANY's InCourt Municipal Court System. AGREEMENTS t) TERM. SUBSCRIBER must return an executed copy of this Agreement to COMPANY within 90 days from the issue date Thereafter, the Agreement will be voided and is subject to change. Subject to the limitations of this Section 1. and unless otherwise provided for in this Agreement, the term of this Agreement shall commence as of the effective date and shall continue for three (3) years. The term shall thereafter be automatically extended in separate consecutive periods of twelve (12) months duration unless either party gives written notice to terminate Notice to terminate must provide at least sixty (60) day notice of said intent. In the event that the SUBSCRIBER fails to pay any amount payable to COMPANY hereunder when due, or fails to comply with any other provision of this Agreement, COMPANY may terminate the SUBSCRIBER'S rights by wntten notice to that effect to the SUBSCRIBER. COMPANY may, by wntien notice to the SUBSCRIBER terminate its obligations under this Agreement in the event that COMPANY, for whatever reason. ceases to host SUBSCRIBER's Web Site. A termination of the SUBSCRIBER's rights under this Agreement shall not terminate any of the panics' rights under this Agreement to receive or hold amounts rightfully owing to the respective party pursuant to the terms of this agreement or to enforce the intellectual and proprietary rights in the COMPANY concept web site. software and technology. Upon termination or non -renewal of this agreement, the panics shall each promptly account for all due but unpaid amounts hereunder If SUBSCRIBER wishes to terminate before the stated term expires SUBSCRIBER must give sixty (60) days written notice in order not to incur termination costs of $3000__0 Please also see section entitled 'TERMINATION" in this Agreement. 2) NATURE OF WEB SITE. COMPANY shall maintain a web site accessible over the Internet, for SUBSCRIBER This web site shall contain both static information pages, non -static interactive pages as well as payment function pages The web site shall allow a citizen with Internet access to view relevant data provided by SUBSCRIBER, This data may include certain data elements from SUBSCRIBER's Tyler Software System This web site shall be equipped to accept payment of amounts owed to SUBSCRIBER. via Secured Socket Layer (SSL) encryption and credit card or debit card charge 3) DATA PROCUREMENT. COMPANY must host the components and services listed in the Investment Summary of this Agreement The SUBSCRIBER will be required to %ctup a merchant account with Electronic Transaction System Corporation or authorized net for the sole use of COMPANY Web Service transactions The merchant account must be setup to fund to the SUBSCRIBLR bank account Ali fees for the merchant account will be paid by SUBSCRIBER SUBSCRIBER will be required to install and run Tyler Web Services in order for the COMPANY On -Line application to access and transfer the necessary data from the SUBSCRIBER's primary software system, to COMPANY's web server, The transfer will occur on a real lime basis Additionally, certain information, such as payment information, must be conveyed to SUBSCRIBER COMPANY will assume responsibility for transferring such information back to SUBSCRIBER on a regular basis Tyler Web Services requires a dedicated 1P address Assignment of dedicated IP address is the sole responsibility of SUBSCRIBER. 4) LICENSED SOFTWARE OWNERSHIP. SUBSCRIBER agrees that COMPANY possesses exclusive title to and ownership of the COMPANY Software a SUBSCRIBER agrees that SUBSCRIBER acquires neither ownership nor any other interest in the COMPANY Software, except for the right to use and possess the COMPANY Software in accordance with the terms and conditions of this Agreement b All rights not expressly granted to SUBSCRIBER in this Agreement are retained by COMPANY c SUBSCRIBER agrees that COMPANY Software including. but not limited to, systems designs, programs in source and.or object code format., applications, techniques. ideas, and;or know-how utilized and/or developed by COMPANY are and shall remain the exclusive property of COMPANY SUBSCRIBER agrees that the COMPANY Software consists of COMPANY's trade secrets COMPANY shall retain all copyrights in the COMPANY Software, whether published or unpublished d. COMPANY agrees that all data provided to COMPANY for the purposes of generating the web site shall remain the property of SUBSCRIBER Should SUBSCRIBER terminate the Internet Services in good 78/84 Contract No. 2018-0146 EXHIBIT C COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS standing and in accordance with the termination provisions of this Agreement, COMPANY agrees to return to SUBSCRIBER, all graphics, text documents, and data files held by COMPANY 5) SUBSCRIBER MEMBERSHIP FEES. For establishing new COMPANY Web Services, the SUBSCRIBER shall pay to COMPANY the amounts as stated in the Investment Summary 6) INSITE FEES. COMPANY may increase the INSITE per -transaction fee for online payment no more than once per year with prior written notice, 7) NOT ASSIGNABLE. The rights of the SUBSCRIBER under this Agreement are not assignable without the prior written consent of COMPANY. Any attempt to sublicense, assign, encumber or transfer any of the rights, duties or obligations under this Agreement by the SUBSCRIBER is void Subject to the foregoing this Agreement shall be binding upon and shall inure to the benefit of the panics hereto and their respective permitted assigns and successors 8) SOFTWARE MAINTENANCE. This SUBSCRIPTION AGREEMENT includes unlimited telephone support, support by communication modem, and all software upgrades, enhancements and new releases COMPANY reserves the right to change the functionality of future releases of its software and SUBSCRIBER understands that COMPANY is not obligated to include specific functionality in future releases unless provided for herein. 9) PARTIAL INVALIDITY. Should any provision or clause of this Agreement be held to be invalid, such invalidity shall not affect any other provision or clause hereof, which can be given effect without such invalid provision or clause. 10) RESPONSIBILITY OF DATA. COMPANY will assume responsibility for all data transferbut not responsible for data accuracy. I1) SITE REQUIREMENTS. a. SUBSCRIBER shall maintain a high speed interne! connection (I 5mbps download AND 512kbps upload) with a static IP address and must be able to provide COMPANY with IP connection to SUBSCRIBER's network through Citrix GotoAssist, VPN, Citrix, or Microsoft Terminal Services COMPANY shall use the connection to assist with problem diagnosis and resolution COMPANY is not responsible for purchase of VPN client software license or configuration of SUBSCRIBER's firewall settings. No wireless Internet connections allowed. b. COMPANY shall provide SUBSCRIBER with remote support through the use of secure connection over the Internet connection via Citrix GotoAssist If SUBSCRIBER will not allow access through GotoAssist COMPANY cannot guarantee support standards will be met 12) PROPRIETARY INFORMATION. a Distribution of COMPANY Software SUBSCRIBER may not sell, assign, transfer, disclose, or otherwise make available, either directly or indirectly, any object code. documentation or other material relating to the Software, in whole or in pan. or any copy of the same in any form, to any other person or entity b Software as Trade Secret. SUBSCRIBER shall maintain the confidentiality of the Software and unless specifically authorized by COMPANY or except for ordinary and necessary backup purposes, SUBSCRIBER may not make or have made any copies of the Software or any part thereof SUBSCRIBER shall include COMPANY'S proprietary notice or other legend on any copies made by SUBSCRIBER as permitted hereunder 13) YtARRANTY. DISCLAIMER, LIMITATION ON LIABILITY. COMPANY warrants that the Software will substantially conform to current specifications delivered by COMPANY to SUBSCRIBER pursuant to this Agreement. including COMPANY's response to the Request for Proposal for six (6) months following installation. provided. however. that COMPANY's warranty hereunder shall not cover or apply to any software or part thereof that is not developed or designed by COMPANY. In the event that the Software is found to be defective in such respect and SUBSCRIBER notifies COMPANY in writing within six (6) months after its receipt of the Software of any substantial non -conformity of the Software with such specifications, COMPANY's sole obligation under this warranty is to remedy such defect within a reasonable time THE FOREGOING WARRANTY IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE COMPANY SHALL IN NO EVENT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF THE CHARGES PAID BY SUBSCRIBER HEREUNDER FOR THE DEVELOPMENT AND LICENSE OF THE SOFTWARE IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY. INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUES OR DATA. EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 79/84 Contract No. 2018-0146 EXHIBIT C COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS 14) HOLD HARMLESS. SUBSCRIBER agrees that, to the extent permitted under applicable law, it will hold COMPANY harmless against any claims, damages. liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to a. SUBSCRIBER's failure to implement any corrections, improvements and new releases relating to the Software, or any part thereof b, SUBSCRIBER's unauthorized alterations to or use of the Software, or c. SUBSCRIBER's breach of any of its obligations to maintain the confidentiality of the Software or SUBSCRIBER's unauthorized copying thereof. 15) TERMINATION. This Agreement or any license referenced hereunder may be terminated by COMPANY upon written notice to SUBSCRIBER if SUBSCRIBER performs any breach of the terms of this Agreement At the date of termination of this Agreement, SUBSCRIBER shall promptly return to COMPANY any Software, related documentation, materials and other property of COMPANY then in its possession, and any copies thereof wherever located. Notwithstanding the foregoing, all provisions hereof relating to confidentiality of the Software shall survive the termination of this Agreement 16) GENERAL. a. This Agreement shall be governed by the laws of SUBSCRIBER's state of domicile and constitutes the entire Agreement between the panics hereto with respect to the Software described herein. and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to the matters set forth herein, h. All acceptances by COMPANY of purchase orders and all sales by COMPANY arc expressly limited to and made on the basis of the terms and conditions set forth herein, notwithstanding receipt or acknowledgment of SUBSCRIBER's order forms or specifications containing additional or different provisions, or conflicting oral representations by an agent. representative or employee of COMPANY Any such additional or different terms are hereby objected to. All acceptances by COMPANY arc expressly conditional on SUBSCRIBER's assent to the additional or different terms and conditions set forth in this Agreement If these terms and conditions arc not acceptable, SUBSCRIBER should notify COMPANY at once Tyler Technologies, Inc By Date 80/84 Date � [ J/0/' Contract No. 2018-0146 Purpose EXHIBIT C Exhibit 6 The Data Conversion Process One of the most difficult aspects of software transition revolves around data conversion. This process takes place in one of two ways: 1. The manual method - In the manual mode the Client enters data from the existing system into the new Tyler system. The automated method - In the automated mode a software program is written or coded in order to facilitate moving information from the existing system to the new Tyler system. This document is provided to aid the Client in understanding the automated conversion process and to provide clear direction as to the responsibility and the scope of the process. Who should read this document? The obvious answer to this question is the individual at the Client site that is most responsible for the transition. Specifically, it should be: I. The individual responsible for extracting and providing data from the old system to the Tyler system. 2. Any individuals responsible at a department level. 3. Any individual that would benefit from understanding the conversion process The Conversion Process The process itself has a predefined set of steps that must take place for a successful conversion: I . Initial data extraction - The Client must perform the preliminary extraction and transmission of data. Data Evaluation - Tyler will then be responsible for evaluating the information that has been transmitted. Upon a successful evaluation, the Client will be contacted for further scheduling. 3. Conversion scheduling - Once a schedule has been decided upon, Tyler will proceed in development of the conversion programs. During the development step, the Client will be responsible for providing knowledge and insight into the information from its current system. 4. On -Site Conversion - Upon Tyler's arrival at the Client's site for the conversion, the Client will be responsible for a final extraction of the data. In most situations the Client will not have to transmit the final extraction to Tyler. The Tyler trainer on site will assist the Client in preliminary Tyler application setup that is required for the conversion as well as execute the conversion programs and assist in the verification of the converted information's integrity. Even though the Tyler trainers possess a great deal of knowledge in the area of conversion, it is ultimately the Client's responsibility to validate any converted data. The sections that follow clearly outline and describe each of the above steps. 81/84 Contract No. 2018-0146 EXHIBIT C Data Extraction and Transmission of Data The Client must supply data in ASCII file format with unpacked data fields. The ASCII (pronounced as AS -key) is an abbreviation that represents the American Standard Code for Information Interchange. This standard was established in 1967 and still represents one of the most important standards in the computer industry. Vendors also use compression techniques in their data structures to pack numeric fields and dates. Since these techniques are not standard and vary from vendor to vendor, we are unable to process this information. In the simplest of terms, the Client's data that is transmitted to the Tyler system should be legible in a standard text processing program such as Windows textpad or wordpad. The characters that you view on screen should be the same characters that are on your computer keyboard. File Descriptions and layout The Client must supply sufficient file descriptions and layout information for the data. Sometimes file descriptions will be referenced as data definitions. Normally data files have one row after another. Each row represents a record or grouping of information. As an example, a vendor file would normally have a row for each vendor in the system. The rows then have to be broken down further into columns or fields. An example of a field in the vendor file could be vendor name. The file description provides the information needed to know exactly what position each field starts and stops in each row. In all cases, file descriptions are absolutely necessary for any type of conversion. Media Type Unless the Client's existing system has a unix operating system, the most desirable media to transmit the data would be a cd. In situations where a writable cd is not available, the Client can submit the information on a zip disk or 4mm tape. If a 4mm tape is used then the Client should transfer the information to the tape using the standard Windows backup software. The Client may also submit the data via email when the Client has a compression utility such as winzip and a fast and reliable internet connection. When the Client's existing system has a unix operating system, the Client may use any of the methods mentioned above with the additional transmittal method of a 4mm tape with the maximum capacity of 4gb or a't< inch tape with the maximum capacity of I gb. The Client should include the Data Transmission Form with the media. If the Client is using email to transmit the data, include the information from the Data Transmittal Form in the email as text or an attachment. In situation where none of the above options are available to the Client, arrangements should be made with Tyler as to viable alternatives. These alternatives may involve additional fees. There are certain vendors that Tyler has had considerable conversion experience and has developed processes to extract the information from their proprietary data files. Other vendors store their data in Microsoft Access or Microsoft SQL Server database. It is possible in these situations that the Client can provide their existing data files in their current state without data extraction. In this scenario the Client would only be responsible for providing a backup of their current data. The first data extraction is for the sole purpose of developing the conversion software. This extraction should contain all the tables or files that are to be converted along with the appropriate record layouts. An incomplete extraction can produce time delays and undesirable results during the actual conversion. Final Data Extraction The final data extraction will be performed on the day of or a day very close to the final conversion. This extraction will be coordinated with Tyler's conversion personnel and implementation coordinator. 82/84 Contract No. 2018-0146 EXHIBIT C Data Extraction Assistance In almost all instances the Client owns its data, but the current software provider's file descriptions will be considered proprietary information. There will be scenarios where the software provider will not provide file descriptions or will provide the descriptions for a fee. Any fees required by the vendor are the responsibility of the Client and are not included in the contract. In many situations the data will have proprietary fields with no easy solution for extraction. Tyler's years of experience with data conversions has lead to many innovative techniques for data extraction. When the Client has exhausted its available options, Tyler can assist with the data extraction for additional fees. The Client will have the responsibility of contacting their sales representative for a quote for additional services. Upon receipt of a purchase order from the Client, Tyler will proceed with this assistance. Conversion Scheduling Once Tyler has received the data from the Client a three stage evaluation process will be implemented. Media will be evaluated as to its readability. Each data file transmitted will be reviewed as to its format, file description, and estimated complexity. When these two stages have been successfully completed, Tyler's implementation coordinator will schedule with the Client a time for the data conversion, conversion assistance, and training. The third stage of the evaluation is more detailed and will follow in approximately 3 weeks. During this stage the data will be evaluated for its completeness, validity, and mandatory fields needed in the conversion. If problems arise during this process, Tyler will communicate to the Client the problems. The Client will be responsible for resolving the problems in a timely a manner as possible so that the schedule is not affected. If no problems arise then the Client can assume that Tyler is on schedule. Timing is an important element during a data conversion. Scheduling of the conversion will revolve around the most advantageous cutoff dates. For example, if a Client bills their utility customers at the end of each month, the best time to do the conversion would be during the last two weeks of the month. Financial conversions will be easier to validate if performed after a period has been closed. All of these elements will be discussed by the implementation coordinator with the Client during scheduling. Conversion Program Development After Tyler receives and validates the Client's data, the development of the conversion program will begin. During the development process, questions about the Client's current data or application may be raised. The Client is responsible for providing contact information for staff member(s) that are capable of responding to questions for each module being converted. It is important for the Client to understand that Tyler has a minimal amount of experience with the Client's current application. Questions raised by Tyler will be the result of analyzing data. There are a significant number of times when the data being analyzed does not correspond with the information that the Client views on the screen in their current application. Providing staff members that have an in depth knowledge of the Client's current application is a key element of a successful conversion. Part of the development process will be testing the program with the data provided in the first extraction. This testing will take place at Tyler's facilities. Any potential problem areas will be communicated to the Client. Conversion Assistance As part of the contract, a Tyler trainer will be at the Client location during the actual conversion. The trainer will 83/84 Contract No. 2018-0146 EXHIBIT C provide conversion assistance in the areas of preliminary setup, conversion program execution and data validation. Even though the primary focus of the trainer is a successful completion of the conversion process, the trainer will be providing a limited amount of training in certain areas. In a majority of cases, the trainer responsible for the conversion assistance will also be responsible for the training that will occur either before or after the conversion. It is important to note that the trainer will not be the programmer responsible for the creating or modifying conversion program. The trainer will be responsible for conveying to the programmer discovery of Client specific information before the final conversion and any mistakes found after the conversion. The Client will need to facilitate the trainer by providing a comfortable place to work, access to facilities before and after normal work hours and telephone communications. Data Validation The final step in the conversion process is the data validation. Much attention will be given to data integrity during the testing phase by the program developers. The conversion assistant will also spend time testing the integrity of the information. Balances and the output of processes will be tested after the conversion. A visual inspection of different modules will be performed by choosing different records on a random base. But data validation is ultimately the responsibility of the Client. Conclusion After over 20 years and several hundred conversion experiences, Tyler has determined that there are several key factors in a successful conversion. The Client needs to have a realistic expectation of what is going to happen. The Client must understand that there are no pleasant conversions; therefore a successful conversion is one that provides the least amount of displacement and discomfort. More than likely, the Client will have to change their schedules and prepare for a heavier work load during the conversion. The Client has to realize that the data on the system being converted is exactly how the data will be on the new system. The conversion process does not clean up or correct any information during the conversion process. The old adage "garbage in, garbage out" is very relevant during the conversion process. One example would be a general ledger conversion where the current system's ledger is out of balance. After the conversion, the Tyler general ledger will be out of balance. And finally, to have a successful conversion, there must be a team approach by all those involved. 84/84 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of February 19, 2019 DATE: January 16, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 6001 Crosstown Expressway (State Highway 286). J CAPTION: Case No. 1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC: Request for rezoning a property at or near 6001 Crosstown Expressway (State Highway 286) from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District. PURPOSE: The purpose of this item is to allow for the construction of a medical office building. RECOMMENDATION: Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District. Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ii1i Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC: Ordinance rezoning property at or near 6001 Crosstown Expressway (State Highway 286) from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Charles L. Kosarek, Jr and Dane Casey Holdings, LLC ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, January 9, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District and on Tuesday, February 12, 2019, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Charles L. Kosarek, Jr and Dane Casey Holdings, LLC ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described as being 28.29 acres out of Lot 2, Section 7, Bohemian Colony Lands, located on the west side of the Crosstown Expressway, south of Holly Road, and north of Saratoga Boulevard (State Highway 357) (the "Property"), from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District (Tract 1), the "CN - 1" Neighborhood Commercial District (Tract 2), and the "CC" Commercial Compatible District (Tract 3) (Zoning Map No. 049037), as shown in Exhibits "A", "B", and "C". Exhibit A, is a metes and bounds description and map of Tract 1 of the Property, and Exhibit B, is a metes and bounds description and map of Tract 2 of the Property, and Tract C, is a metes and bounds description and map of Tract 3 of the Property. All are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC\Council Documents\Ordinance_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC.docx Page 2 of 12 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 12 Exhibit A LEURBAN ENGINEERI o Exhibit A 18.19 Acre Zonine Tract STATE OF TEXAS COUNTY OF NUECES Job No. 4916.88,05 December 6, 2018 Ficldnotes, for a 18.19 Acre Zoning Tract, situated in Lot 2, Section 7, Bohemian Colony Lands, a map of which is recorded in Volume A, Page 48, Map Records of Nueces County, Texas; said 18.19 Acre Zoning Tract being over and across Share Number Two "Tract B" and Share Number Three "Tract C", as described in a Partition Deed, recorded in Document Number 2017012959, Official Public Records of Nueces County, Texas; said 18.19 Acre Zoning Tract being more fully described as follows: Commencing, at a 5/8 Inch Iron Rod with plastic cap stamped "Bass & Welsh Engineering" Found, on the Northwest Right -of -Way line of Crosstown Expressway, for a common corner of Share Number Three "Tract A", of the said Partition Deed and the said Tract B, from Whence a TxDot Monument Found (Type II), for a corner of the said Tract B, bears South 29°49'47" West, 59.40 Feet; Thence, North 61°53'45" West, with the common boundary line of the said Tract A and the said "Tract B, 296.84 Feet, to the Point of Beginning; Thence, South 29°21'57" West, over and across the said Tract B and Tract C, 548.73 Feet, to the beginning of a circular curve to the Left, having a delta of 8°35'14", a radius of 3,234.98 Feet, an arc length of 484.84 Feet, and a chord which bears South 74°58'12" West, 484.38 Feet; Thence, with the said circular curve to the Left, 484.84 Feet, to the common boundary line of a 7.24 Acre Tract of land described in a Warranty Deed from to Morteza Shafinury and Mostafa Bighamian, as recorded in Document Number 2014009539, said Official Public Records, and the said Tract C; Thence, North 61°53'45" West, with the said common boundary line, 631.23 Feet, to the West corner of the said Tract C; S:1Surveying'.49I6118051OFFICE\METES AND BOUNDS1FN49I613805_20181205 ON DISTRICT.DoexPage I oft OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-6001 www. urhancng in TAPE Firm H 145 • TBPLS Finn # 10032400 Page 4 of 12 Thence, North 28°36'28" East, 369.46 Feet, to a North corner of the said Tract C, on the South Right -of -Way line of Martin Street, a 60 Foot wide public Roadway, shown in Los Encinos School Tract, as recorded in Volume 68, Page 576, said Map Records, for the beginning of a circular curve to the Left, having a delta of 54°47'37", a radius of 59.01 Feet, an arc length of 56.44 Feet, and a chord which bears North 56°00'34" East, 54.31 Feet; Thence, with the said South Right -of -Way line, the said Tract C and the said circular curve to the Left, 56.44 Feet; Thence, North 28°36'32" East, with the Southeast Right -of -Way line of the said Martin Street, at 19.07 Feet pass a 5/8 Inch Iron Rod Found, for a common corner of the said Tract B and said Tract C, in all 462.35 Feet, to a 5/8 Inch Iron Rod Found with red plastic cap stamped "URBAN ENGR CCTX" Found, for a common corner of the said Tract A and said Tract B; Thence, South 61°53'45" East, with the common boundary line of the said Tract A and said Tract B, 964.05 Feet, to the Point of Beginning, containing 18.19 Acres (792,370 SciFt) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared" URBAN ENGINEERING 1hAti1., /14- James o - James D. Carr, R.P.L.S. License No. 6458 S:1Surveying 49161B8051OFFICEIMETES AND BOUNDSIFN4916B805_2018I205_ON DISTRICT.DocxPage 2 oft OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www_urh;mcng.com TBPE, Firm # 145 • TBPLS Firm 4 10032400 FAX (361)854-6001 Page 5 of 12 N 4 !.) v v S:CIA s G O C 40 g aD° ' A,.pe tt ,.3 p�p�. rt O . N -10 d it cgao-., na �zx°a- el a 9 til� rv l„co D259 O j►y�Jj yO 0 e t s c; {O A 1} Q 3= A 4 1�, a.� M 01° A Q -10 p 11•1•42 - M s o8 m Ay"am—0 M,. ..oO5.,3Ngti4 -_pS , O R�=1 43--.7 s,• c P�o��n0...13i* m,_ m_mpoNs03ip0 Ob3 o 0li $ c� N 3O�Ob7N KN �72 p 671 a0n p ypd�v A o l 1K 07 r, A .D REMNNDER OF A 45.316 ACRE TRACT DCC. NQ 2014045957 O.P.R.N.0 7 ONRIER: SEASDE BUILDERS, LL -C 2230.28' E 361.40' - N 28'36'32' E i a z 0 co UJ 1: 4;'71`: .TREET 462.35' - S ri 29'21.57' W 548.73' S0'116 3 .41,i'S.19 S 1 r� ti ill m " 3 SH 286 (CROSSTOWN EXPRESSWAY,—_____'' SOUT16a.N0 Ai ::5 F*3AB: RJ U. '.'AIF' - (CCSJ lw.e. U326 -0J-035) Page 6 of 12 Exhibit B tEURBAN ENGINEERING Exhibit A 5.65 Acre ZoninE Tract STATE OF TEXAS COUNTY OF NUECES Job No. 4916.B8.05 Revised: December 6, 2018 Fieldnotes, for a 5.65 Acre Zoning Tract, situated in Lot 2, Section 7, Bohemian Colony Lands, a map of which is recorded in Volume A, Page 48, Map Records of Nueces County, Texas; said 5.65 Acre Zoning Tract being over and across Share Number One "Tract A", Share Number Two "Tract B" and Share Number Three "Tract C", as described in a Partition Deed, recorded in Document Number 2017012959, Official Public Records of Nueces County, Texas; said 5.65 Acre Zoning Tract being more fully described as follows: Commencing, at a TxDot Monument Found (Type II), on the Northwest Right -of -Way line of Crosstown Expressway, for the East corner of the said Tract A; Thence, South 29°49'47" West, with the common boundary line of the said Crosstown Expressway and the said Tract A, 50.00 Feet, to the Point of Beginning; Thence, South 29°49'47" West, with the said common boundary line, 390.75 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped "Bass & Welsh Engineering" Found, for a common corner of the said Tract A and the said Tract B; Thence, South 29°50'14" West, with the common boundary line of the said Crosstown Expressway and the said Tract B, 59.40 Feet, to TxDot Monument Found (Type II), for a corner of the said Tract B; Thence, South 28°56'02" West, continuing with the said common boundary line, 272.69 Feet, to a point, for the beginning of a circular curve to the Left, having a delta of 6°36'09", a radius of 3,234.98 Feet, an arc length of 372.79 Feet, and a chord which bears South 82°33'53" West, 372.58 Feet; Thence, over and across the said Tract B, Tract C and with the said circular curve to the Left, 372.79 Feet; S:1Surveying149161B8051OFFICEIMETES AND BOUNDS\FN4916B805_20181130 CN -1 DISTRICT_5.65AC.Docx Pap Iof2 OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-600I www.urbaneng. onl TBPE Firm # 145 • TBPLS Firm 0 10032400 Page 7 of 12 Thence, North 29°21'57" East, over and across the said Tract A, said Tract B and said Tract C, 939.54 Feet, to a point, for the North corner of this Zoning Tract; Thence, South 61°52'10" East, over and across the said Tract A, 300.00 Feet, to the Point of Beginning, containing 5.65 Acres (246,247 SOFt) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared" Ep'.71 * : JAMES DAVID CAI.I • 6413 Rifr URBANIG ERING riti�`7� ki James D. Carr, R.P.L.S. License No. 6458 S:1Surveying\49I6138051OFFICEIMETES AND BOUNDSIFN4916B805_20181130 CN -I DISTRICT_5.6SAC.Docx Page 2 of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-6001 www,urbancng,N�rr! TBPE, Firm # 145 • TBPLS Firm 11 10032400 Page 8 of 12 --� - F.—LI E'-- ,. :iL ' 1112 r J -- 1.1 "Li - J . Fl • . , LT C .: •l CII I LT 1 --a. - 1 C Y nir1: idW.i1f.L'itIil:UrlaroM/J;914:1711:HN:U1371:47:1RtH[N:DIVI Iaan1:1 C4M hiss::11FF/44-11=1W=AiIERFE9R7 111:1417172=7! n7 :7 L` ily 4 LEE. I H I _s: MTH r.. T-': E - - . EL H EP4(NEE•,.I F 4 T•.;:.T "E•T FC',iPo (11"E 1, General Notes: 1.) Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983. Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. (Record Bearing/Distance) (py,HpF (DOC 2.) Some features shown on this Survey may be out of scale far clarity. 2.) This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests In teal prcperty_except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which It was prepared. 16.1 H ACRE� .01 ZONI TRACT (SURVEYED SAME DATE) �NS(% a • 1$00tINN Exhibit B Sketch to Accompany Fieldnotes, for a 5.65 Acre Zonhg Tract, situated In Lot 2, Section 7. Bohemian Colony Lands, a map of ankh Is recorded In Volume A. Page 48, Map Records of Nueces County, Texas: said 5.65 Acre Zoning Tract being over and across Shore Number One 'Tract A", Share Number Two 'Tract B" and Share Number Three 'Tract C". as described in a Partition Deed, recorded In Document Number 2017012959, Official Public Records of Nueces County, Texas. COUNTY or NLEcES CITY CF CORPUS 0 -IRISH a W N N z C 1 4Eis io y2;4 fed IT F 'E E E TO"! S 61'5210' 10' E 300.00' E I I 12.809 ACRES 'TRACT A` 2413 MEMORIAL PARKWAY, LLC) NO 2018048754 0 P.R N C.T.) (246,247 SO. FT.) e&w 12.809 ACRES TRACT B' T( : CHARLES L. kOSAREI JR) (D . N0. 20170'2959, O.P_R.N.0 T ) 4.45 ACRE ZONING TRACT (SURVEYED SAME DATE) 12.809 ACRES 'TRACT C" (0 ER: DANE CASEY HOLDINGS, LLC) TOC. NO. 2017012959. 0.P.R,N.0 T ) ENGINEERING In O ra n DATE: DEC. 6. 2018 SCALE: 1"=100' JOB NO.: 4916.88.05 SHEET: 1 OF 1 DRAWN BY: C.SRP urbmeurveylOurbaneng.com 02018 by Urbm EnyIneerPg .,rvcyinG'`SJ'b`•y �J�'•<<tSJ 1 G5 EIU5_.'U1M1129 CN -1 DIS'RICI a,rr Page 9 of 12 Exhibit C tEURBAN ENGINEERING Exhibit A 4.45 Acre Zonine Tract STATE OF TEXAS COUNTY OF NUECES Job No. 4916.B8.05 December 6, 2018 Fieldnotes, for a 4.45 Acre Zoning Tract, situated in Lot 2, Section 7, Bohemian Colony Lands, a map of which is recorded in Volume A, Page 48, Map Records of Nueces County, Texas; said 4.45 Acre Zoning Tract being over and across Share Number Two "Tract B" and Share Number Three "Tract C", as described in a Partition Deed, recorded in Docwnent Number 2017012959, Official Public Records of Nueces County, Texas; said 4.45 Acre Zoning Tract being more fully described as follows: Commencing, at a 5/8 Inch Iron Rod with plastic cap stamped "Bass & Welsh Engineering" Found, on the Northwest Right -of -Way line of Crosstown Expressway, for a common corner of the Share Number One "Tract A", of the said Partition Deed and the said Tract B; Thence, South 29°49'47" West, with the common boundary line of the said Crosstown Expressway and the said Tract B, 59.40 Feet, to a TxDot Monument Found (Type II), for a corner of the said Tract B; Thence, South 28°56'02" West, continuing with the said common boundary line, 272.69 Feet, to the Point of Beginning; Thence, South 28°56'02" West, continuing with the said common boundary line and the Southeast boundary line of the said Tract C, 547.80 Feet, to the East corner of a 7.24 Acre Tract of land described in a Warranty Deed from to Morteza Shatinury and Mostafa Bighamian, as recorded in Document Number 2014009539, said Official Public Records; Thence, North 61°53'45" West, with the common boundary line of the said 7.24 Acre Tract, and the said Tract C, 648.72 Feet, to the beginning of a circular curve to the Right, having a delta of 15°11'23", a radius of 3,234.98 Feet, an arc length of 857.62 Feet, and a chord which bears North 78°16'17" East, 855.11 Feet; S,1Surveyingti4916168051OFFICEIMETES AND BOUNDS\FN491613805_20181130_CC DISTRICT.DocxPage 1 of 2 OFFICE (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (36I )854-6001 uww .urbancng.cont TBPE Firm # 145 • TBPLS Firm # 10032400 Page 10 of 12 Thence, over and across the said Tract B. Tract C and with the said circular curve to the Right, 857.62 Feet, to the Point of Beginning, containing 4.45 Acres (193,859 SqFt) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this tieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. "This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared" UIFBAN ENGINEERING (NAM 9 V James D. Carr, R.P.L.S. License No. 6458 S:LSurveying49161B805lOFFICEIMETES AND BOUNDS\FN4916B805_20181130 CC DISTRICT.DocxPage 2 of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-6001 www.urhancng.com TBPE, Finn # 145 • TBPLS Finn # 10032400 Page 11 of 12 General Notes: 1) Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. (Record Bearing/Distance) 2.) Some features shown on this Survey may be out of scale for clarity. 3.) This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish Interests In real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which It was prepared. UNE L7 BEARING DISTANCE S 2549 4? 59.40' 12.809 ACRES "TRACT A" (OWNER: 2413 MEMORIAL PARKWAY. LLC) (DOC. NO. 2018048754 O.P.R.N.C.T.) stew POINT CF OOMMENCEMENT 5 65 ACRF 7ONING TRACT (SURVEYED SAME DATE) 12.809 ACRES "TRACT 5" (OWNER: CHARLES L kOSARO( .R) (DOC. NO. 2017012959, O.P.R.N.C.T.) Iflr1:Z41r141LWA N1iI:1JUPLM/3S4E1421m;1[N:91:111::03: alt191:I41,{I1112[erla Cl 15'11 23 3234.98 857.52 N 78'15 17 E 955,1 1 IE E. - I',_H I 'ITN - T-.. E AN. .EL H E I EE I F:uND NON E T F Ti E II 18.19 ACRF ZONING TRACT '.;uRVEYED SAME DATE) sOr- t„ ,O 1 6 12.809 (OWNER: DAN (DOC. NO E I I RES T C" ASEY HOLDINGS, LLC) 17012959, O.P R,N.0 T (193,859 SO. FT.) cAD N Z 1n 7.24 ACRE TRACT 1, B17 (OWNER- MORTEZA SHAFlNURY and MOSTAFA BIGHAWIAN) Exhibit (DOC. NO. 2014009539. O.P.R.N.C.T.) Sketch to Accompany Fleldnotes, for a 4.45 Acre Zoning Tract, situated In Lot 2, Section 7, Bohemlol Colony Lands, a map of which Is recorded h Volume A. Page 48, Map Records of Nueces County, Texas, said 4.45 Acre Zoning Tract being over and across Share Number Two 'Tract B" and Share Number Three 'Tract C". as described in a PartItion Oeed. recorded In Document Number 2017012959, Offcld �bhc Records of Nueces County. Texas. COUNTY OF NIECES CITY OF CORPUS CHRIsn IEENGINEERINGURBANG DATE: DEC. 6. 2018 SCALE: 1 "=100' JOB NO.: 4916.88.05 SHEET: 1 OF 1 DRAWN BY: C.SRP urbm survey1 Ou rb m eng. co m 02018 by Urban EnQineering ,.\Su;.cy„t�\t91ri'\d HUY„:c491thinus_.'C1tl11:9f�k PCC DISTRICI arg Page 12 of 12 PLANNING COMMISSION FINAL REPORT Case No. 1118-02 INFOR No. 18ZN1030 Planning Commission Hearing Date: January 9, 2019 Applicant & Legal Description Owner: Charles L. Kosarek, Jr and Dane Casey Holdings, LLC Applicant: Orthopedic Associates of Corpus Christi, PA Location Address: 6001 Crosstown Expressway (State Highway 286) Legal Description: Being 28.29 acres out of Lot 2, Section 7, Bohemian Colony Lands, located on the west side of the Crosstown Expressway, south of Holly Road, and north of Saratoga Boulevard (State Highway 357). Zoning Request From: "RS -6" Single -Family 6 District and "ON" Neighborhood Office District To: "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District Area: 28.29 acres Purpose of Request: To allow for the construction of a medical office building. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "RS -6" Single -Family 6 and °ON" Neighborhood Office Vacant Medium Density Residential North "ON" Neighborhood Office and "RS -6" Single -Family 6 Low and Medium Density Residential Medium and High Density Residential South "IL" Light Industrial Vacant Medium Density Residential East "IL" Light Industrial Public/Semi- Public Light Industrial West "RS -6" Single -Family 6 Public/Semi- Public Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. Map No.: 049037 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,328 feet of street frontage along the Crosstown Expressway (State Highway 286) which is designated as an "Fl" Freeway/Expressway and has approximately 485 feet of street frontage along Martin Street which is designated as a "Cl" Minor Collector Street. According to the Urban Transportation Plan, "Cl" Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume South Padre Island DriveExpressway (SH 358) "Fl" Freeway/ 400' ROW Varies paved 405' ROW 288' paved N/A Martin Street "Cl" Minor Collector 60' ROW 40' paved 60' ROW 40' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible to allow for the construction of a medical office building. Development Plan: The subject property is 28.29 acres in size. The owner is proposing the construction of a medical office building. South Texas Bone & Joint plans to continue a 40+ year commitment to advanced, subspecialty surgical care by expanding to the property located along the Crosstown Extension between Holly Road and Saratoga Boulevard. Development plans include an 80,000 square foot, 3 -story medical office building bordered by a 24-hour Emergency Room The property will house South Texas Bone & Joint which will provide sub -specialty orthopedic physical therapy, rehabilitation, and diagnostic imaging and musculoskeletal ultrasound care represented by nine surgeons, two primary care sports medicine physicians, seven mid-level physician assistants, and orthopedic nurse practitioners. The practice has nearly one - hundred support staff members. Included in the building will be a full service state-of- the-art outpatient surgery center with advanced robotic and digital technologies. The hours of operation will be 8:00 a.m. to 5:00 p.m. Monday through Friday, with late evening and lunch-hour appointments available on select days as well as Saturday morning options. The applicant wishes to rezone a portion of a previous rezoning case (approximately 300 -feet in depth) along the Crosstown Expressway (State Highway 286) to allow for potential commercial development (i.e. retail, restaurants, etc.). Existing Land Uses & Zoning: The subject property is currently zoned "RS -6" Single - Family 6 District and "ON" Neighborhood Office District, consists of vacant land, and has remained undeveloped since annexation in 1962. To the north and south along the Crosstown Expressway (State Highway 286) vacant tracts to the south or older single- family residences (Cabaniss Acres, 1946) to the north zoned "RS -6" Single -Family 6 District. To the east and across Martin Street are vacant properties zoned "RS -4.5" Single -Family 4.5 District and the new Los Encinos Elementary School. To the west and across the Crosstown Expressway are vacant properties zoned "IL" Light Industrial District. AICUZ: A portion subject property (4.45 acres) is located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Staff Report Page 3 Plat Status: The property is not platted. Utilities: Water: 8 -inch C900 line located along Crosstown Expressway (State Highway 286) in front of the subject property. Wastewater: 8 -inch PVC line located along Martin Street to the rear of the subject property. Gas: 4 -inch Service Line located to the north of the subject property. Storm Water: Inlets located to the east along Crosstown Expressway (State Highway 286) and to the west along Martin Street. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Support the separation of high-volume traffic from residential areas or other noise -sensitive land uses (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise and visual blight on surrounding areas (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Promote interconnected neighborhoods with appropriate transitions between lower -intensity and higher -intensity land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Screening fences, open space or landscaping can provide an essential buffer between shopping and residential areas (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Promote medium density activities, such as apartments or office uses around commercial centers of high density, and the remaining area by low density use such as single-family dwellings. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise and visual blight on surrounding areas. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • The "B-1" Neighborhood Commercial ("CN -1" Neighborhood Commercial) and other commercial zoning regulations, in concert with the Comprehensive Plan policies, should be reviewed and revised as necessary to control the size and Staff Report Page 4 use of commercial centers so they remain in scale with their surrounding uses and highway carrying capacity (Policy Statement B.4). Department Comments: • The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. • The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood in regard to noise. • A previous rezoning case was heard by the Planning Commission and City Council in 2018. The rezoning from the "RS -6" District to the "ON" Neighborhood Office District was approved. • The applicant wishes to rezone a portion of the previous rezoning case (approximately 300 -feet in depth) along the Crosstown Expressway (State Highway 286) to allow for potential commercial development (i.e. retail, restaurants, etc.). • The limited hours of operation of 8:00 a.m. to 5:00 p.m. would reduce any potential negative impacts from occurring in regard to the hospital complex. • While the "CN -1" District does not allow more intense commercial uses such as Mini - Storage, Bars, and Night Clubs, the "CN -1" District has no restriction on the size of restaurant uses or retail development. • Staff has concluded that the adjacent neighborhood would be better protected by the "ON" Neighborhood Office District versus the "CN -1" Neighborhood Commercial District. However, the applicant is requesting that the frontage of the property with a 300 foot depth be rezoned to "CN -1" Neighborhood Office to open the possibilities of retail and restaurant development as out parcels without square footage restrictions. • The "ON" District has increased side setback requirement of 20 -feet vs. 10 -feet as required by the "CN -1" District. The "ON" District also allows a height of 45 feet, however, the 2:1 setback protection as per section 4.2.8 of the UDC is still applicable. • Both the "ON" District and "CN -1" District require a buffer yard. A Type B buffer yard will be required for the northern property line adjacent to the Cabaniss Acres Subdivision and on the southern property line. A Type B buffer yard consists of a 10 - foot wide buffer and at least 10 points. Additionally, a storm water drainage area is proposed between the single-family residences and the future medical facility. • A portion of the subject property (4.95 acres) is located within Accident Potential Zone 2 (APZ-2) of the Air Installation Compatibility Use Zone (AICUZ) map. Staff is recommending the use of the "CC" Commercial Compatible District which will limit the uses related to the congregating of people and also limit the size of buildings to a specific Floor Area Ratio (FAR). Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the "RS -6" Single -Family 6 District and "ON" Neighborhood Office District to the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District. Staff Report Page 5 Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 Public Notification Number of Notices Mailed — 9 within 200 -foot notification area 5 outside notification area As of January 4, 2019: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC\PC Documents\Staff Report_1118-02 Charles L. Kosarek, Jr and Dane Casey Holdings, LLC.docx Staff Report Page 6 CASE: 1118-02 ZONING & NOTICE AREA FAI -1 N211Na0121 0/2 -2 NOifally P P 211.1001•4•111,a ON i 1.1210••111, AT • r1Cnnornooe Comm. Mal • N•1020or0noe Conn• Mal CR -1 R.20011 0001012101•1 Rowel C•nn•rolal .-1 o•e•ral Cunn•rNY Cl x OS. YF• Cutin• Mal MP DOW. l•wn Cann•rolal CR -I 00011 Cunn•rolal FR Fain Re. R Hclorb0EP vailq L Lilt r::.IVA IH i[erl :ntl�cv.[: r•tif RUC -1 Ri0 NOGIFa Flny 10 as. anclo-Em•7 • N001FFanny AC Fanny R▪ 0 -1d I114010-Fa1ny If FE 4IE•1ah Rf TH TUR11T00 • tH ipwa P.1 RU R1010itb11! V1tlCN PM' RN x Naara•1ra H•.• ®I 8afA '»cµ" . om vt+ 390 !JR! A.ev 4 ar X o Zoning Case #1118-02 Charles L. Kosarek, Jr. and Dane Casey Holdings, LLC. Rezoning for a Property at 6001 Crosstown Expressway (SH 286) City Council Presentation February 12, 2019 Aerial Overview Subject Property at 6001 Crosstown Expressway N At NU 11 ;9 ; nStreetMa and tank ibutacs f I. CreatiueCommarsShaieAlke License (OC -9Y -SA) T f' 3 Zoning Pattern Planning Commission and Staff Recommendation Approval of the "ON" Neighborhood Office District, the "CN -1" Neighborhood Commercial District, and the "CC" Commercial Compatible District Public Notification 9 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 6 AICUZ N At UDC Requirements Buffer Yards: "CN -1" or "ON" to "RS -6" Type B: 10' & 10 pts. "ON" to "IL" Type B: 10' & 10 pts. Setbacks: Street: 20 feet Corner: 15 feet Rear: 2 to 1 Setback (height -12') x 2 Parking: 1:225 sq. ft. GFA (Clinic) 1:3 Beds (Hospital) Landscaping, Screening, and Lighting Standards Uses Allowed: Retail, Offices, Multifamily *Bars/Nightclubs Not Allowed in "CN -1" Utilities • Water: 8 -inch C900 Line Wastewater: 8 -inch PVC • Gas: 4 -inch Service Line Storm Water: Road side drainage along SH 286 and Martin Street. AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of February 19, 2019 DATE: January 16, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 0 Enterprize Parkway CAPTION: Case No. 0119-01 Devary Durrill Foundation: Request for rezoning a property at or near 0 Enterprize Parkway from the "IL" Light Industrial District to the "CG -2" General Commercial District. PURPOSE: The purpose of this item is to allow for the construction of a hotel. RECOMMENDATION: Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the "IL" Light Industrial District to the "CG -2" General Commercial District. Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Comprehensive Plan (Plan CC). EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ii1i Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0119-01 Devary Durrill Foundation: Ordinance rezoning property at or near 0 Enterprize Parkway from the "IL" Light Industrial District to the "CG -2" General Commercial District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Devary Durrill Foundation ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, January 9, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "IL" Light Industrial District to the "CG -2" General Commercial District and on Tuesday, February 12, 2019, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Devary Durrill Foundation ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described as being 2.0683 acre tract being out of the 7.08 acres remainder of the Gugenheim & Cohn Farm Lots, Lots 1-4, 6-8, and 10, Section 5, Range VIII, located on the west side of Enterprize Parkway, south of Bear Lane, and east of North Padre Island Drive (State Highway 358) (the "Property"), from the "IL" Light Industrial District to the "CG -2" General Commercial District (Zoning Map No. 051041), as shown in Exhibits "A" and "B". Exhibit A, is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0119-01 Devary Durrill Foundation\Council Documents\Ordinance_0119-01 Devary Durrill Foundation.docx Page 2 of 6 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 6 114 LJA SURVEYING Exhibit A 820 Buffalo Street. Corpus Chn,ti, Texas 78401 t 361.8878851 f 361.8878855 LJASURVEYcom TBKLS 10016600 September 21, 2018 UA Project No. LIAS221-18021 PROPERTY DESCRIPTION EXHIBIT 'A' TRACT I STATE OF TEXAS COUNTY OF NUECES Field notes of a 2.0683 acre tract being out of the 7.08 acres remainder of the Gugenhcim & Cohn Farm Lots, Lots 1-4, 6-8, and 10, Section 5, Range VIII, as recorded in Volume A, Page 53, Map Records, Nueces County, Texas, and recorded in Volume 2151, page 588, Deed Records of Nueces County, Texas. Said 2.0683 acre tract of land is situated in Nueces County, Texas approximately 4,5 milts southwest of Corpus Christi, Texas and is described by metes and bounds as follows: COMMENCING at a 518" iron rod with cap found along the northeast right-of-way of State Highway 358 (South Padre Island Drive) and northwest corner of Lot 1, Block 1, 100 South Padre, a map which is recorded in Volume 67, Page 532, Map Records of Nueces County, Texas. THENCE N 49°09'44" E along the west line of said Lot I, Block 1, a distance of 307.69 feet to a 5/8" iron rod with cap found for the POINT -OF -BEGINNING and southwest corner of this 2.0683 acre tract; THENCE N 40°50'16" W along the southwest line of this tract, a distance of 121.56 feet to a 5/8" iron rod with cap set for an angle corner of this 2.0683 acre tract; THENCE NORTH along the west line of this tract, a distance of 283.14 to a chisel square set in concrete sidewalk on the south right-of-way of Bear Lane for the northwest corner of this 2.0683 acre tract; THENCE N 89°50'08" E along the north line of this tract and south right-of-way of Bcar Lane, a distance of 240.00 feet to a chisel square set in concrete sidewalk for the northeast corner of this 2.0683 acre tract; THENCE SOUTH, a distance of 10.00 feet to a 5/8" iron rod with cap found at the point of curve to the right on the west right-of-way of South Enterprize Parkway, a radius of 10.00 feet, central angle of 90°20' 17", tangent of 10.06 feet, chord distance of 14.19 feet, chord bearing of S 44°49'02" E, an arc length of 15.77 feet for an inside corner of this 2.0683 acre tract; Page 4 of 6 Exhibit 'A' - Tr.tct I September 21. 2018 Page 2 THENCE along said curve to the right, a distance of 15.77 feet to the point of tangent and end of said curve to the right, a chisel square in concrete curb set on the west right-of-way of South Enterprize Parkway for an angle corner of this 2.0683 acre tract; THENCE SOUTH along the east line of this tract and west right-of-way of South Enterprize Parkway, a distance of 336.66 feet to a 5/8" iron rod found at the point of curve to the left, a radius of 335.00 feet, central angle of 3°15'52", tangent of 9.55 feet, chord distance of 19.08 feet, chord hearing of S 01°37'56" E, an arc length of 19.09 feet for an angle corner of this 2.0683 acre tract; THENCE along said curve to the left, a distance of 19.09 feet to the end of said curve to the left and southeast corner of this 2.0683 acre tract, from whence a chisel "V" in concrete sidewalk found bears S 70°01'18" E, a distance of 0.42 feet. THENCE WEST, a distance of 171.03 feet to the POINT -OF -BEGINNING of this tract containing 2.0683 acres, more or less. This field notes description is accompanied by a survey drawing of a 2.0683 acre tract titled Exhibit `B", datcd September 21, 2018. I, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas. do hereby certify that this description is based on an actual survey made on the ground, under my supervision, this the 21st day of September 2018. ��• 7 (44tee. Registered Professional Land S rveyor Texas Registration No. 4471 Page 5 of 6 Exhibit B T P OCTzo,n `a N 119IHX9 DNINOZ Fi r 0 • m 0 m O Dmo O 7 37 •1 IIA q,(T? 3 4. O O 8t Page 6 of 6 PLANNING COMMISSION FINAL REPORT Case No. 0119-01 INFOR No. 18ZN1033 Planning Commission Hearing Date: January 9, 2019 Applicant & Legal Description Owner: Devary Durrill Foundation Applicant: Devary Durrill Foundation Location Address: 0 Enterprize Parkway Legal Description: Being 2.0683 acre tract being out of the 7.08 acres remainder of the Gugenheim & Cohn Farm Lots, Lots 1-4, 6-8, and 10, Section 5, Range VIII, located on the west side of Enterprize Parkway, south of Bear Lane, and east of North Padre Island Drive (State Highway 358) Zoning Request From: "IL" Light Industrial District To: "CG -2" General Commercial District Area: 2.07 acres Purpose of Request: To allow for the construction of a hotel. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "IL" Light Industrial Vacant Commercial North "IL" Light Industrial Vacant and Light Industrial Commercial South "IL" Light Industrial Commercial Commercial East "IL" Light Industrial Professional Office Commercial West "IL" Light Industrial Vacant Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 051041 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 336 feet of street frontage along Enterprize Parkway which is designated as a Local/Residential Street and has approximately 240 feet of street frontage along Bear Lane which is designated as an "Al" Minor Arterial Street. According to the Urban Transportation Plan, "Al" Minor Arterial Streets can convey a capacity between 15,000 to 24,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Enterprize Parkway Local/Residential 50' ROW 28' paved 70' ROW 50' paved N/A Bear Lane "Al" Minor Arterial 95' ROW 64' paved 90' ROW 43' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "IL" Light Industrial District to the "CG -2" General Commercial District to allow for the construction of a hotel. Development Plan: The subject property is 2.07 acres in size. The owner is proposing the construction of a hotel. Existing Land Uses & Zoning: The subject property is currently zoned "IL" Light Industrial District, consists of vacant land, and has remained undeveloped since annexation in 1954. To the north and across Bear Lane are vacant tracts and industrial businesses (Hertz Truck Rental) zoned "IL" Light Industrial District. To the south along Enterprize Parkway is a large office complex (U.S. Veterans' Affairs Administration) zoned "IL" Light Industrial District. To the east is a business/office park zoned "IL" Light Industrial District. To the west is a vacant property zoned "IL" Light Industrial District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 12 -inch C900 line located along Bear Lane. Wastewater: 18 -inch VCP line located along Bear Lane. Gas: 10 -inch Service line located along Bear Lane. Storm Water: Inlets are located along Bear Lane. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise and visual blight on surrounding areas. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • The City should evaluate zoning districts where existing zoning should be changed to implement the Land Use Plan. (Policy Statement C.3). Department Comments: • The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. • The proposed rezoning is also compatible with neighboring properties and with the general character of the surrounding area. The potential rezoning would not have a negative impact upon the surrounding businesses. • The adjacent office buildings and business parks while allowed by -right in the "IL" Light Industrial District have served more in a commercial/office capacity. The future land use map identifies that this entire business park area should transition to a commercial zoning district. South Padre Island Drive (State Highway 358) and Bear Lane has served as the separating boundary between commercial and industrial land uses. • Several other hotels have been constructed approximately one half mile to the south at the intersection of South Padre Island Drive (State Highway 358) and Old Brownsville Road. This commercial node has also had rezoning to the "CG -2" General Commercial District. Planning Commission and Staff Recommendation (January 9, 2019): Approval of the change of zoning from the "IL" Light Industrial District to the "CG -2" General Commercial District. Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 Public Notification Number of Notices Mailed — 8 within 200 -foot notification area 6 outside notification area As of January 4, 2019: In Favor — 1 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0119-01 Devary Durrill Foundation\PC Documents\Staff Report_0119-01 Devary Durrill Foundation. docx Staff Report Page 4 BEA[ LN 3 Dar LTaa latl: 17f11f1U19 arapirarl Hy: vuH DF,02.RI ArlrorDwWOprrwrlrSHvnL CASE: 1119-01 ZONING & NOTICE AREA 1.1-1 ralranlyl f11-2 Nallran1y2 idl-b NVMranlyb Or Prol.cclonal Orlbe irlA-AT aluiLawily AT CII -1 Helllrborbootl Conn.Alai O 4-2 Ma Hilborlpotl Cowin. renal CR -1 Re co rl Comm.rolal O 11-2 R. co rl Comn.rolal 00.1 General Comm. rdY CO -2 Oenertl Come. rdY CI N4an Hr.Comn.rclal CRO Oownlown Conn.rolal CR -b rAil Conmemlal FR Farm Rural H Hc4orb0 wrin P P Hu c.o.c Pere. Staff Report Page 5 Persons with disabilities planning to attend this meeting, who may require special services. are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240, Personas con incapacidades clue lienee la mtencien de asistir a este Iunta y que requieren servicios especrales se les suplica que den avrso 48 horas antes de la pinta Ilamando al departamento de servicios de desarrotlo. al numcro (361) 826.3240 If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting Si usted desea dirigirse a la cernmrssion durante la tunta y su Ingles es I mitado, favor de Ilamar al departamento de servicios de desarrollo al numero (361) 026-3240 al rungs 48 horas antes de la junta Dara solicitar tnterQrete ser eresente durante la tunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0119-01 Devary Durrill Foundation' has petitioned the City of Corpus Christi to consider a change of zoning from the "IL" Light Industrial District to the "CG -2" General Commercial District, not Muffing in a Change to the Future Land Use Map. The property to be rezoned is described as: 0 Enterprize Parkway and being 2.0683 acre tract being out of the 7.08 acres remainder of the Gugenheim & Cohn Farm Lots, Lots 1-4, 6-8, and 10. Section 5, Range VIII, located on the west side of Enterprize Parkway, south of Bear Lane, and east of North Padre Island Drive (State Highway 358). The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification andior Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezonirg request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, January 9, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street, You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240 TO BE ON RECORD. THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAII ED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI. TEXAS 78469- 9277 ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE. In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person. by telephone call or by letter. ?O•�IF ✓ MIN l Printed Name. ( ... R Przs1 E L L. c_ AsNc (.SM 51e -g �/rr r�fNzP. Address 0?-�aPnss< etne,-$4y X36 (vIN FAVOR ( ) IN OPPOSITION REASON. SEE MAP ON REVERSE SIDE INFOR Case No : 18ZN1033 Property Owner ID, 6 C ty State: Phone: Signature Case No. 0119-01 Project Manager Andrew Dimas Email andrewd2tgcctexas.com Zoning Case #0119-01 Devary Durrill Foundation Rezoning for a Property at Enterprize Parkway City Council Presentation February 12, 2019 Aerial Overview Subject Property at 0 Enterprize Parkway N t Vicinity Map rx.• �s ug {c} OpenStre.tMa mntr. ut�Ps Creature Cammo sSha e License{CC-BY--SAj 7357 3 Zoning Pattern Commercial Properties �- IL HEAR LN, hFYIJ�IF KSyr�t aIJI CT C3uaMow PROPERTY put WarAnt I OO u ii @P C 100 C@gilaW Hureng a©moo le BRD@Mnsaa ©34 Pant 2QQ2 Maley= 2©15 Dateold og HcAs0 2Q17 "6 DIo4s0 qgo� r�lt:/11 5 Planning Commission and Staff Recommendation Approval of the "CG -2" General Commercial District Public Notification 8 Notices mailed inside 200' buffer 6 Notices mailed outside 200' buffer Notification Area Opposed: 0 (0.00%) In Favor: 1 Low Crag eatl:IPRI ROM I fiwa sy:rur ccparrnmarmnwwcpnw rserna. 7 UDC Requirements Buffer Yards: "CG -2" to "IL" Type A: 10' & 5 pts. Setbacks: Street: 20 feet Corner: 15 feet Parking: 1 per room Landscaping, Screening, and Lighting Standards Uses Allowed: Retail, Office, Indoor Recreation, Bars, Vehicle Sales, Self - Storage, Car Washes, and Multifamily Uses. Utilities • Water: 12 -inch C900 Line • Wastewater: 18 -inch VCP • Gas: 10 -inch Service Line • Storm Water: Road side drainage along Bear Lane. AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of February 19, 2019 DATE: January 16, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 1752 Rand Morgan Road CAPTION: Case No. 0119-02 NP Homes, LLC: Request for rezoning a property at or near 1752 Rand Morgan Road from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. PURPOSE: The purpose of this item is to allow for reduced setbacks and smaller single-family lots. RECOMMENDATION: Planning Commission Recommendation Ckanuary 9, 2019): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Staff Recommendation: Denial of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Vote Results: For: 4 Opposed: 3 Absent: 2 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS - 4.5" Single -Family 4.5 District is consistent with the Future Land Use Map, however not consistent with the adopted Comprehensive Plan (Plan CC) as a whole. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Filt. Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0119-02 NP Homes, LLC: Ordinance rezoning property at or near 1752 Rand Morgan Road from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of NP Homes, LLC ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, January 9, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District and on Tuesday, February 12, 2019, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by NP Homes, LLC ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described as being 21.563 acres out of Tract 1-A, Assessors Map, located on the east side of Rand Morgan Road, south of Leopard Street, and north of McNorton Road (the "Property"), from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District (Zoning Map No. 058046), as shown in Exhibits "A" and "B". Exhibit A, is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0119-02 NP Homes, LLC\Council Documents\Ordinance_0119-02 NP Homes, LLC.docx That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 5 Exhibit A MURRAY BASS. JR.. NIXON M. WELSH. PE..R.PLS. www.bass-welsh.com BASS SE WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 RS4 5 Zoning Tract STATE OF TEXAS COUNTY OF NUECES $ 3054 S. ALAMEDA. ZIP 78404 361 882-5521-- FAX 961 882-1265 e-mail: nnrrayjrr' aol.com e-mail: alum," aol.com November 9. 2018 15058 -MSB -Zoning. doc Description of a 21.563 acre tract of land more or less, being all of a tract of Land de:crrbed as containing 21.568 acres in deed, Document No. 2016022969, Official Records of Nueces County . Texas, said 21.563 acre tract of land as further described by metes and bounds as follows: BEGINNING at the point of intersection of the east right-of-way line of Rand Morgan Road and the south boundary line of an 80 acre tract described by deed recorded at Document No. 2001007773. said official record:. said 80 acre tract is described in the "Rand Morgan Road Property" of said deed recorded at Document No. 2001007773. said best ring point for the northwest corner of the tract herein described and of 25.998 acre Parcel 2. Document No. 2004017839. said official records; THENCE along the common south boundary line of said 80 acre tract and north boundary line of :aid 25.998 acre tract N89'23'36"E 1041.65' to a point for central north corner of the tract herein described and of :aid 21.568 acre tract; THENCE 500'41'43"E 366.53' to a point for central interior corner of the tract herein described and of said 21.568 acre tract; THENCE N89'32'15"E 639.89' to a point for the northernmost east corner or northeast corner of the tract herein described and of said 21568 acre tract: THENCE S00'52'41"E 496.72' to a point for the southeast corner of the tract herein described and of said 21.568 acre tract and being in the north boundary line of McNorton Subdivision No. 2. Revised, a map of which is recorded in Volume 11, Page 31, said map records: THENCE along the common north boundary line of said McNorton Subdivision No. 2. Revised and south boundary line of said 25.998 acre tract 589'17'55"W 1259.59' to a point for the southernmost west corner or southwest corner of the tract herein described, of said 21.568 acre tract and of said 25.998 acre tract: THENCE N00°41'02'W 667.02' along a westerly boundary line of said 25.998 acre tract and of said 21.568 acre tract to a point for interior northwesterly corner of the tract herein described, of said 21.568 acre tract and of said 25.998 acre tract; THENCE 589'11'31"W 423.57' along a northwesterly boundary line of said 25.998 acre tract to a point in said east right -of -was line of Rand Morgan Road for a northwesterly corner of the tract herein described and of said 21.568 acre tract: EXHIBIT "A.' Page 1 of 2 Page 3 of 5 Metes and Bounds Description. 21.563 Acre Tract. November 9. 2018. continued: THENCE along said east nght-of-way line of Rand Morgan Road \00`43'18"1,11 200.05' to the POINT OF BEGLNNLNG. a :ketch :lowing:aid 21.563 acre tract for RS4.5 Zoning being attached hereto a: Exhibit 13-. EXHIBIT -A- Page 2 of 2 A"Page_2of_2 Page 4 of 5 4 6A 62 7 S89'17' 55' W 8 1259. 59�� 9 10 JOQ .-P1zz �. 1g m db r m .. 7rC H., 0 p a 2 z 0 11 12 13 14 15 16 17 N re Exhibit Exhibit B N00.43' 18' W r CL RAND MORGAN 200. 05 1$ ROAD CFM 2292) N00.41' 02' W 661 02' RS4. 5 ZONING TRACT, 21. 563 AC. SOO' 41' 43' E z fU IJ fel, SOUTH PORTION OF 80 • ACRE TRACT, DOC. Na ri 2001007773, 0. R. 0 m z CO U' r, 366. 53' O D 0 A m W 0rN 143 NU' CO O m SOO' 12' 41' E 0 c'� 49 72' EXHIBIT "B" SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION 0 150' 300' 600' SCALES 1'= 300' BASS AND WELSH ENGINEERING CORPUS CHRISTI. TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB—ZONING4.5, JOB NO. 15058, SCALE: 1" = 300' PLOT SCALE: SAME, PLOT DATE: 11/09/18. SHEET 1 OF 1 Page 5 of 5 PLANNING COMMISSION FINAL REPORT Case No. 0119-02 INFOR No. 18ZN1034 Planning Commission Hearing Date: January 9, 2019 Applicant & Legal Description Owner: NP Homes, LLC. Applicant: NP Homes, LLC. Location Address: 1752 Rand Morgan Road Legal Description: Being 21.563 acres out of Tract 1-A, Assessors Map, located on the east side of Rand Morgan Road, south of Leopard Street, and north of McNorton Road. Zoning Request From: "RS -6" Single -Family 6 District To: "RS -4.5" Single -Family 4.5 District Area: 28.29 acres Purpose of Request: To allow for reduced setbacks and smaller single-family lots. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "RS -6" Single -Family 6 Vacant Medium Density Residential North "FR" Farm Rural Vacant Medium Density Residential South "RS -6" Single -Family 6 Low Density Residential Medium Density Residential East "FR" Farm Rural and "IH" Heavy Industrial Vacant and Heavy Industrial Heavy Industrial West"FR" "RE" Residential Estate and Farm Rural Vacant and Estate Residential Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS -4.5" Single -Family 4.5 District is consistent with the Future Land Use Map, however not consistent with the adopted Comprehensive Plan (Plan CC) as a whole. Map No.: 058046 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 200 feet of street frontage along the Rand Morgan Road which is designated as an "A2" Secondary Arterial Street. According to the Urban Transportation Plan, "A2" Secondary Arterial Streets can convey a capacity between 20,000 to 32,000 Average Daily Trips (ADT). Staff Report Page 2 �, I- 0 tii Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Rand Morgan Road "A2" Secondary Arterial 100' ROW 54' paved 100' ROW 45' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District to allow for reduced setbacks and smaller single-family lots. Development Plan: The subject property is 21.563 acres in size. The owner is proposing the construction of single-family homes. A submitted preliminary plat has indicated the construction of 109 single-family homes. Existing Land Uses & Zoning: The subject property is currently zoned "RS -6" Single - Family 6 District, consists of vacant land, and has remained undeveloped since annexation in 1962. The subject property was recently rezoned from the "FR" Farm Rural district and the "IH" Heavy Industrial District to the "RS -6" Single -Family District in 2016. To the north is undeveloped vacant property zoned "FR" Farm Rural District. To the south is a single-family residential residences (McNorton 2, 1947) to the zoned "RS - 6" Single -Family 6 District. To the east are large acre single-family properties zoned "RE" Residential Estate District and "FR" Farm Rural District. Across Rand Morgan Road are single-family residences (Northwest Crossing, 2001) and Tuloso-Midway Intermediate School. To the west is a vacant tract zoned "FR" Farm Rural District and a large industrial area zoned "IH" Heavy Industrial District. The industrial area consists of the former Celanese Technical Center and Sam Kane Beef. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 16 -inch C905 line located along Rand Morgan Road. Wastewater: 8 -inch PVC line located along Rand Morgan Road, south of the subject property. According the submitted preliminary plat, wastewater access will be through McNorton Street that serves the subdivision to the south. Gas: 2 -inch Service Line located along Rand Morgan Road. Storm Water: No inlets located along Rand Morgan Road. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS -4.5" Single -Family 4.5 District is consistent with the Future Land Use Map, however not consistent with the Staff Report Page 3 adopted Comprehensive Plan (Plan CC) as a whole. The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • Support the separation of high-volume traffic from residential areas or other noise -sensitive land uses (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise and visual blight on surrounding areas (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Promote interconnected neighborhoods with appropriate transitions between lower -intensity and higher -intensity land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Encourage the design of commercial centers in a manner that minimizes the impacts of automobile intrusion, noise and visual blight on surrounding areas. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Incompatible industrial and commercial land uses should not abut residential areas. Many of the activities allowed in the industrial and commercial districts are incompatible with residential areas. Whenever possible, such uses should be separated from residential areas. When these uses must abut residential areas, steps shall be taken to minimize conflicts, i.e., provision of open space, landscaping, screening fences, etc. (Corpus Christi Policy Statements, Land Use, Residential Policy Statement i.) Department Comments: • The proposed rezoning "RS -4.5" Single -Family 4.5 District is consistent with the Future Land Use Map, however not consistent with the adopted Comprehensive Plan (Plan CC) as a whole. • The proposed rezoning is incompatible with neighboring properties and with the general character of the surrounding area. The proposed "RS -4.5" District constitutes an increase in density of single-family homes which is incompatible with the "RS -6" District residential subdivision to the south and the large industrial properties to the east. The proposed "RS -4.5" District is also incompatible with the large "FR" Farm Rural District property (approximately 57 acres) to the north and the adjacent one -acre tract single-family residences to the west zoned "RE" Residential Estate District. • Additionally, all of the higher density single-family residential neighborhoods are located to the west of Rand Morgan Road and across the road from the subject property and there is sufficient interconnectivity between neighborhoods. The Staff Report Page 4 subject property is isolated with no possible connectivity with the single-family neighborhood to the south. • This rezoning does have a negative impact upon the surrounding neighborhood. An increase in density next to the large tract heavy industrial facilities will potentially subject additional residential homes to hazards such as: noise, smoke, vibration, dust, and odors. • Granting this rezoning to the "RS -4.5" Single -Family District encourages future rezoning cases, specifically the 57 acre vacant tract to the north for higher density development in close proximity to the large industrial facilities which could compromise public health and safety. • During the previous rezoning case in 2016, staff made the following points: o Rand Morgan Road is essentially the dividing line between the planned industrial used lands and residentially used land on the Future Land Use map. o The subject property has not developed under the current adopted Future Land Use Plan designation and the existing zoning. o The McNorton Subdivision to the south of the subject property is designated as a "neighborhood in transition" in the Port/Airport/Violet Area Development Plan (ADP) since the neighborhood is surrounded on three sides with industrial uses or zoning. The term "In Transition" in the ADP suggests that the location of the McNorton Subdivision is not an ideal residential location due to potential negative impacts from industrial used or zoned property. o The proposed 6+ acre buffer proposed by the applicant may be sufficient to protect the proposed residential subdivision from the negative impacts of the abutting "IH" Heavy Industrial zoned property. o Staff is of the opinion that the applicant has made a significant effort to address Comprehensive Plan land use issues by proposing the "FR" Farm Rural District as a protective buffer to the neighborhood. Therefore, a change to the Future Land Use Plan map is warranted. • Considering the points made in 2016, to increase the density from "RS -6" to "RS - 4.5" would allow the potentiality of 42 additional homes at maximum build -out. Should the property be rezoned to the "RS -4.5" District a new plat could be submitted allowing up to a maximum of 167 single-family residences which is an increase in density by 33%. Current maximum build -out at the "RS -6" District density is 125 single-family homes which is allowed by -right today. • The submitted preliminary plat identifies 109 units. However of these units, 13 units (i.e. 12%) are not conforming to the "RS -6" land development requirements either due to lot size or setback requirements. • A 230' wide buffer area was established during the previous rezoning case in 2016 to the adjacent industrial areas. • The former Celanese Technical Center is zoned "IH" Heavy Industrial District and is currently for sale. The facility consists of 200,000 square feet, 11 buildings, and 100 acres of office space, warehouse and laboratory space. • Lastly, a third of mile to the northeast is Sam Kane slaughterhouse and meat packing plant. Within the last 5 years, 135 separate violations for Air Quality have been filed with the Texas Commission on Environmental Quality (TCEQ). Staff Report Page 5 Planning Commission Recommendation (January 9, 2019): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Staff Recommendation: Denial of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Vote Results: For: 4 Opposed: 3 Absent: 2 Abstained: 0 Public Notification Number of Notices Mailed — 39 within 200 -foot notification area 6 outside notification area As of January 4, 2019: In Favor — 1 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 1 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0119-02 NP Homes, LLC\Council Documents\CC Report_0119-02 NP Homes, LLC.docx R RS - G Staff Report Page 6 ° PICNORTOLI RD CG -7 RS 30 ILH Graarap:-1]2120II- arapa/a0.13y: VIM cepa*m.Rlrornrrempm.a rsawal.. ce 0 CASE: 1119-02 ZONING & NOTICE AREA 1.1.1,,n11, f 111-2. 11J:/enIO2 OM Troltcchnal Orbe RM -AL H.illamly AL CB, HegyhorMOY Comme Mal C1,1-2 INlphhorr000 Comm.INal CR -1 R.1.11 Comm.rolal CR -2 Re 1011 Comm.rolal CO, O.neral Commercial CO -4 O.neral Commercial Nbrlhno Commercial CBD hownlowr Comm.roYl E R.wll Commerohl FR Fa In Rural N.InrIOvellm R. 13gltINERPRlal H-r:cc10Oa.hlal RID = -41c 0 114 DoxOvertal RI -100 : -. ] a Lal * 1e Rs8 • 0 t- Falny RS -1-51 Rt.S 1-J 1Lalb {.d RSA. L L;•i. ramb H -Lally 12 RE 1 6 : r 1,441 E r:::: RETH 1:'n rho/HO RJ F2'l5?t "2..- =. IDI ^.A05xRr HAw 4 0cco 20011gRtlm Y Olnes on, &V ave All op rev. WI • l� SUBJECT p PROPERTY LOCATION MAP' City of �.d�jHu e Staff Report Page 7 Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, que tienen la intention de asistir a esta junta y que requieren servicios especiales, se les suplica clue den aviso 4Ps horas antes de la junta Hernando al deoartamento de servicios de desarrollo, at Humero (361) 826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dirigirse a la commission durante la menta y sat ingless es limitedo, favor de Itamar al departamento de servicios de desarrollo al ntmer0 (361) 826-3240 al menos 48 horas antes de la junta para solicilar un interprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0119-02 NP Homes, LLC: has petitioned the City of Corpus Christi to consider a change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as' 1752 Rand Morgan Road and being 21.563 acres out of Tract 1-A, Assessors Map, located on the oast side of Rand Morgan Road, south of Leopard Street, and north of McNorton Road. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning recuest to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, January 9, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT. SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or In person, by telephone call or by letter. Pr need Name: HC t -ir fl Uq ve 2 Address: J 1 g ID 3 ,«.o L. City/State: 6.cf C',~ rr (l X • IX) IN FAVOR ( ) IN OPPOSITION Phone' 3 G — ZV-Ote011 REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 182N1034 Property Owner ID: 19 Case No. 0119 02 Project Manager. Andrew Dimas Email: andrewd2t.•cctexas con Staff Report Page 8 Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240 Personas con incapacidades, gue tienen la Intencltn de asistr a este junta v oue renuieren serv,caos especiales. se les suplica gue den aviso 48 horas antes de !a iota Ilamando al departamento de servicios de desarrollo, al ntimero (361) 826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dirk:rse a la commission durante la iunta v su in4ds es Iimitad2 favor de Hamar al a m=nt• de servicios d, • =-rr.rl..I n'1 r• 4r I meno 4 •r. n de la 'vita .are solicitar Un intesrprele ;Ger presenle durante la junta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0119-02 NP Homes, LLC: has petitioned the City of Corpus Christi to consider a change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as. 1752 Rand Morgan Road and being 21.563 acres out of Tract 1-A, Assessors Map, located on the east side of Rand Morgan Road, south of Leopard Street, and north of McNorton Road. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit, Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, January 9. 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD. THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0 BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMFS PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or In person, by telephone call or by letter. Printed Name: Tu ,a - i I tLAL1Laa I i .D Address: e City/State: C: I78141a ( ) IN FAVOR (0/IN OPPOSITION REASON: sc� a err SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1034 Property Owner ID. 0 Phone: `f D3- H �d re Case No. 0119-02 Project Manager: Andrew Dimes Email: andrewd2©cclexas.com Staff Report Page 9 January 2, 2010. To Whom It May Concern, Tuloso-Midway Independent School District stands "in opposition to the rezoning case no. 0119-02" due to the existing traffic conditions on Rand Morgan Road. T -M Intermediate School is located in NW Crossing and traffic conditions on Rand Morgan and the existing neighborhood located around the school can be extremely congested in the morning and afternoon. It is not uncommon for traffic to be backed up to Leopard Street and beyond due to parent drop off and pickup; in addition, you have larger vehicles stopped at the traffic light on Leopard and Rand Morgan trying to go to Sam Kane. These conditions are often very frustrating and with no sidewalks located along Rand Morgan Road parents and students have to walk in the bar -ditch to get to school compounding the District's safety concerns. Meetings have been held with City leadership and the State Department of Transportation to discuss the school district's concerns and requests for improvement. Until Rand Morgan is widened (similar to McKenzie Road) the District will stand "in opposition" until any further improvements are made to the existing intra -structure to handle the increased numbers due to the additional residences in this rezoning case. We will be happy to discuss our concerns further if you have any additional questions. Rodney Sumner, T -M ISD Superintendent of Schools Zoning Case #0119-02 NP Homes, LLC. Rezoning for a Property at 1752 Rand Morgan Road City Council Presentation February 12, 2019 Aerial Overview SUBJECT PROPERTY • . 4 r•il .41,4*,• ..: IIII: U.,. ...11101.• to ' 6,11.0:101iiiiirot44.;".ii..;1‘. .•1r4fr ..% ::.1k.lik;:arik.._.! . :it.: : . 1 : 4 :• i.: -.t t ii: ‘,. .,,-•, ,• - ••• • • • . • • '. ' +4•1, .•...' ,„ ..J w••',1t4'0....•.“3:..-..'.k.-._..it". ..M°- 1.*t.1a.-•'.l4k*1.1*A!•f.1a6..1..t.T:.,.k.1i•. ,, .. . ..-0.•t. . 2;41..zI.. , ,, i.,ft..g.'.0 1it ",S,.b•• r"..i.e_.,' r ,. V -'-I' N '.,'. .. l. Ii,lAti.t.io* r i4r.-.. g,ri. • , _.4• -, • 4 -lit,lk41 • 31 t'j4i,:r. 4'ct,..t;t-*. • .! 1 • i r• ** 4406 Ilikat tfilidialgi-idwo .7 e* / , 1 •• Ala,ZillaCiiM Subject Property at 1752 Rand Morgan Road -G VIIG TRL F R -r•ria71-0,4-1For., • gi2590Y Rs. PROPERTY S - it T. Li•-•• • .• • •,-r••••• oRTord. RD ,;„••• • . • ••••! ••,,s • S 4, r •—, Vicinity Map N At (c) OpenStr eetr,la p and zontributcrs Creative Corn more -Share Al ke • License ICC -BY -3A} 3 Zoning Pattern ROo5 MCA 'A0 -6 662 2001 R0-405 200001 RO-4o5 2©11 8 R8-05 0 rf O IRE I- 23117 OUttc E E PEOPERTT �a�a�0(52 1992 FR 00110 CCA F©msr CSh1®W Gloag Sx FR ,t A2-6 g1 O Recommendations Planning Commission Recommendation: Approval of the "RS -4.5" Single -Family 4.5 District Staff Recommendation: Denial of the "RS -4.5" Single -Family 4.5 District Public Notification 39 Notices mailed inside 200' buffer 6 Notices mailed outside 200' buffer Notification Area Opposed: 1 (0.00%) T -M ISD Opposed In Favor: 1 FR RS -6 28 CG RS 6 �ua cc Diu CP3.0: 1221lL018- Pfepele0 6Y:n a (.) Wpimren: or Develop? n:suvw. MARSHALL RD UDC Requirements Buffer Yards: N/A Setbacks: Street: 20 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single - Family Homes, Home Occupations, Group Homes. Utilities SUBJECT pQoOpC RW Water: 8 -inch C900 Line M Wastewater: 8 -inch PVC Gas: 4 -inch Service Line Storm Water: Road side drainage along SH 286 and Martin Street. Industrial Areas SUBJECT CT PROPERTY 9 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 12, 2019 Second Reading Ordinance for the City Council Meeting of February 19, 2019 DATE: January 30, 2019 TO: FROM: Keith Selman, Interim City Manager Mike Markle, Chief of Police mikemacctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant to continue the program in the Police Department CAPTION: Ordinance authorizing execution of all documents necessary to accept $216,469.70 grant from State of Texas, Criminal Justice Division for Victims of Crime Act Outreach Program with City match of $13,637.43 and in-kind match of $40,480 from Police Grant Fund; appropriating the $216,469.70 in Police Grants Fund for the VOCA Outreach program; and authorizing transfer of $13,637.43 from the General Fund to the Police Grants Fund and appropriating the same for total project cost of $270,587.13. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victim Assistance Program Community Outreach grant is designed to assist victims in stabilizing their lives after victimization. In high crime rate districts, many victims are resistant to cooperation with law enforcement and the criminal justice system due to the emotional and physical impact of the crime. The grant provides funding for a licensed counselor Victim Case Manager to provide community outreach to identify resistant or reluctant victims of crime and assist victims in understanding and participating in the criminal justice system. Through public presentations, multi -disciplinary meetings and legal advocacy, the case manager will provide crisis intervention and follow up services in order to establish rapport and build resiliency of victims in districts at high risk for violence. A Staff Assistant will keep accurate and timely records, including information properly entered into database systems. The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for office supplies, postage, mailouts, and training fees as the required match. The funding is not on a declining percentage or ending funding cycle. This grant period is for 10/01/2018 to 9/30/2020. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $13,637.43 $13,637.43 BALANCE $13,637.43 $13,637.43 Fund(s): General Fund, Cash contribution to grants Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award letter Ordinance authorizing execution of all documents necessary to accept $216,469.70 grant from State of Texas, Criminal Justice Division for Victims of Crime Act Outreach Program with City match of $13,637.43 and in-kind match of $40,480 from Police Grant Fund; appropriating the $216,469.70 in Police Grants Fund for the VOCA Outreach program; and authorizing transfer of $13,637.43 from the General Fund to the Police Grants Fund and appropriating the same for total project cost of $270,587.13. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $216,469.70 to continue the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,637.43 and an in-kind match of $40,480 from the No. 1020 Police General Fund SECTION 2. That $216,469.70 grant is appropriated in the No. 1061 Police Grants Fund to continue the Victims of Crime Act (VOCA) Outreach Program in the Police Department. SECTION 3. The transfer of $13,637.43 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $270,587.13. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Office of the Governor Page 1 of 2 Statement of Grant Award (SOGA) - - - - - - - - - - - -- - - - - - - - The Statement of Grant Award is the official notice of award from the Office of the Governor (OOG). This Grant Agreement and all terms, conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions, governmental entities, public corporations, and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants, agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and 'Budget/Details' tabs. By accepting the Grant Award in eGrants, the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies, guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award; the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code, Title 34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code, and the Uniform Grant Management Standards (UGMS) developed by the Comptroller of Public '.. Accounts; the state Funding Announcement or Solicitation under which the grant application was made, and for federal funding, the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice, the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the Grantee. By clicking on the 'Accept' button within the 'Accept Award' tab, the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: Date Awarded: Grant Period: Liquidation Date: Program Fund: Grantee Name: Project Title: Grant Manager: DUNS Number: CFDA: Federal Awarding Agency: 2677105 1/18/2019 -. 10/01/2018 09/30/2020 12/29/2020 VA -Victims of Crime Act Formula Grant Program Corpus Christi, City of Victim Assistance Community Outreach Vanessa Galvan 069457786 Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: $216,469.70 $13,637.43 $40,480.00 $270,587.13 16.575 - Victims of Crime Act Formula Grant Program U.S. Department of Justice, Office of Justice Programs, Office for Victims of Crime Federal Award Date: 8/9/2018 FederaUState Award ID Number: Total Federal Award/State Funds Appropriated: Pass Thru Entity Name: Is the Award R&D: Federal/State Award Description: 2018-V2-GX-0040 $284,101,321.00 Texas Office of the Governor — Criminal Justice Division (CJD) No This grant award provides funds from the Crime Victims Fund to enhance crime victim services in the State. Victims of Crime Act (VOCA) assistance funds are typically competitively awarded by the State to local community-based organizations that provide direct services to crime victims https://egrants.gov.texas.gov/project/accept.aspx?i1=8&gh=E7-F4-FC-27-1 C -2C -A4 -AA-... 1/18/2019 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 12, 2019 Second Reading Ordinance for the City Council Meeting of February 19, 2019 DATE: January 18, 2019 TO: Keith Selman, Interim City Manager FROM: Annette Rodriguez, MPH, Director of Public Health Annetter@cctexas.com 361.826.7205 Acceptance and appropriation of the 2017 Hurricane Public Health Crisis Response Cooperative Services Grant Contract CAPTION: Ordinance accepting and appropriating grant from the Texas Department of State Health Services for the 2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant in the amount of $420,842. PURPOSE: To accept and appropriate a grant contract for the Hurricane Public Health Crisis Response Cooperative Services grant in the amount of $420,842, from the Texas Department of State Health Services (DSHS) in the No. 1066 Health Grants Fund, to provide funding for the 2017 Hurricane Crisis Project which addresses issues in the areas of First Responder Immunizations; Immunizations Cold Chain Needs; Foodborne, Waterborne, & Environmental Disease; Infection Control and Prevention; Traditional and Novel Vector Control and Environmental Health for the contract period beginning at the execution of this grant through June 30, 2020. BACKGROUND AND FINDINGS: DSHS has awarded a grant to the CCNCPHD in the amount of $420,842 to provide for personnel costs, supplies and other expenses to offer services and associated activities which addresses issues in the areas of First Responder Immunizations; Immunizations Cold Chain Needs; Foodborne, Waterborne, & Environmental Disease; Infection Control and Prevention; Traditional and Novel Vector Control and Environmental Health within the jurisdiction of the CCNCPHD. ALTERNATIVES: Not to accept grant funding. OTHER CONSIDERATIONS: None. FINANCIAL IMPACT: Operating x Revenue El Capital Not applicable Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 420,842.00 420,842.00 Encumbered / Expended Amount This item 420,842.00 420,842.00 BALANCE Fund(s): Health Grants Comments: RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings for approval and appropriation. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000371500016 Ordinance Ordinance accepting and appropriating grant from the Texas Department of State Health Services forthe 2017 Hurricane Public Health Crisis Response Cooperative Agreement Grant in the amount of $420,842. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $420,842.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period beginning at the execution of this grant through June 30, 2020, to provide funding for the Hurricane Harvey Crisis Project which addresses issues in the areas of First Responder Immunizations; Immunizations Cold Chain Needs; Foodborne, Waterborne, & Environmental Disease; Infection Control and Prevention; Traditional and Novel Vector Control; and Environmental Health. Section 2: Authorizing the appropriation of $420,842.00 grant program funds in the No. 1066 Health Grants Fund. Section 3: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 4: A copy of the executed grant shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID: 272A2582-D4C7-41 BF-B7E0-FEIF7722a0EB SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS000371500016 UNDER THE 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT I. PURPOSE The DEPARTMENT OF STATE HEALTH SERVICES ("DSHS" or "System Agency"), a pass-through entity, and CORPUS CHRISTI-NUBCES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee" or "Contractor") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for the Hurricane Harvey Crisis Project (the "Contract"), as described in Attachment A. Statement of Work. II. LEGAL AUTHORITY This Contract is made in accordance with awards by the Centers for Disease Control and Prevention (CDC-RFA-TPI8-1802 — Cooperative Agreement for Emergency Response: 2017 Hurricane Public Health Crisis Response, Funding Opportunity Number: CDC-RFA-TP18-1802, CFDA #93.354), which is incorporated herein by reference, and is authorized by and in compliance with the provisions of Texas Health and Safety Code Chapter 12 or 1001 or Texas Government Code Chapter 531, 771, 791 or 2155. III. DURATION This Contract is effective on the signature date of the latter of the Parties to sign this Contract and terminates on June 30, 2020, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV. BUDGET The total amount of this Contract will not exceed ($420,842.00). All expenditures under the Contract will be in accordance with ATTACHMENT B. BUDGET. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency Samiyah Bailey 1100 West 49th Street, MC 1990 Austin, Texas 78756 (512) 776-2614 samiyah.bailev(re)dshs.texas.gov System Agency Contract No. HHS000371500016 Under the Page 1 of 65 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AOREEME.YT GRANT Docuaign Envelope ID: 272A2502-D4C7.41 BF•B7E0•FE1F77226060 Contractor Name: Corpus Christi-Naeces Comity Public Health District (City) Address: 1702 Home Rd., Corpus Christi, Texas 78416 Phone: 361-826-7205 Email: annetter@cctexas.com Either Party may change its designated Representative by providing written notice to the other Party. VI. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services 1100 West 49th Street, MC 1911 Austin, Texas 78756 Attention: General Counsel Grantee Name: Corpus Christi-Nueces Comity Public Health District (City) Address: 1702 Home Rd., Corpus Christi, Texas 78416 Phone: 361-826-7205 Attention: Annette Rodriguez, MPH Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. VII. ADDITIONAL GRANT INFORMATION Federal Award Identification Number (FAIN): 1 NU90TP921945-01-00 Federal Award Date: 7/3/2018 Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Number. 93.354 Awarding Official Contact Information: Yull Celestin 1600 Clifton Rd Atlanta, GA 30333 Phone: 404-639-7690 SIGNATURE PAGE FOLLOWS System Agency Contract No. HHS000771500016 Under the Page 2 of 68 20117 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A25132•D4C7-418F-27E0-FE1F772260EB SIGNATURE PAGE FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000371500016 DSHS GRANTEE Name: Imelda Garcia Name: Annette Rodriguez, MPH Title: Associate Commissioner Title: Director of Public Health Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS000371500016 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - STATEMENT OF WORK ATTACHMENT 8—BUDGET ATTACHMENT B -I -INDIVIDUAL PROJECT BUDGET(S) ATTACHMENT C - HHSC UNIFORM TERMS AND CONDITIONS- GRANT ATTACHMENT D - CONTRACT AFFIRMATIONS ATTACHMENT E - DSHS SUPPLEMENTAL AND SPECIAL CONDITIONS ATTACHMENT F - FEDERAL ASSURANCES AND LOBBYING FORM ATTACHMENT G - FFATA CERTIFICATION ATTACHMENT 11- DATA USE AGREEMENT ATTACHMENTS FOLLOW Approved as to form 0-5/ ssistant City Attorne For City Attorney System Agency Contract No, HHS00037I 500016 Under the 2017 HURRICANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Page 3 of 68 DocuSign Envelope lD:. 212A2562 -04C7.41 BF•B7E0•FE1 F772260Ea ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee wilt: A. Complete the Hurricane Harvey Crisis Project (HHCP) by performing activities for this project that support the Public Health Crisis Response Cooperative Agreement for Emergency Response (Funding Opportunity Number CDC-RFA-TP18-1802) from the Centers for Disease Control and Prevention (CDC). B. Work to improve or strengthen one or more of the following objectives in accordance with their approved workplan (See para. C, below, for more information on Grantee's workplan requirements): 1. First Responder Immunizations Build immunization capacity within emergency responder organizations (public health, law enforcement, fire protection, emergency medical services, support organizations, and volunteer support organizations) within their jurisdictions and ensure that the emergency responders have the highest adult immunization coverage rate possible. Grantee will: a. Provide first responders with immunization -related educational materials addressing the importance of getting immunized. b. Embed the importance of getting immunized as a message within each first responder organization. c. Stress the importance of using ImmTrac2, the statewide immunization registry, as a means for tracking immunization status and staying up to date with immunizations. d. Coordinate the provision of regular immunization services through local pharmacies and Adult Safety Net (ASN) providers. e. Identify one or more Emergency Response Immunization Coordinators from the local health department (LHD) to dedicate to the project. f. Engage in monthly conference calls with the State Project Coordinator. g. Participate in State identified trainings for the LHD Emergency Response Immunization Coordinator. h. Identify Emergency Responder Facilities in the local jurisdiction. i. Secure participation from Emergency Responder Facilities. j. Identify Vaccine Site Coordinator(s) at each Emergency Responder Facility. k. Provide first responders with immunization -related educational materials addressing the importance of getting immunized, particularly targeting those first responders who respond to disasters but do not perceive the need to be immunized. I. Educate Vaccine Site Coordinators on access to vaccine resources in the local community (e.g. pharmacies, primary care clinics, ASN sites, etc.). m. Provide information about resources on obtaining immunizations, regardless of insurance status. (This may include collecting insurance information for all responders and having information available on how to access immunization services based on coverage.) System Agency Contract No. HHS000371500016 Under the Page 4of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582.D4C7-41BF-B7EO-FE1F772260EB n. Assist Vaccine Site Coordinators to complete the following: i. Ensure all personnel are vaccinated; ii. Ensure staff immunization records are up to date; and iii. Ensure immunization records are loaded into ImmTrac2 (if consented). o. Train the Vaccine Site Coordinators on the use of the Roster feature in InunTrac2. p. Stress the importance of having Vaccine Protocols to ensure first responder facilities adhere to the recommended adult immunization schedule. q. Identify Emergency Responder Facilities and submit a list of the facilities in the local jurisdiction with grant application. Emergency Responder Facilities include the following: i. Public Health Facility (e.g. local health departments, districts, etc.); ii. Emergency Medical Facility; iii. Law Enforcement Administrative Facility; and iv. Fire Protection Facility. r. Secure Statements of Interest and Participation from Emergency Responder Facilities included in the first responder facilities list. s. Document completion of the required activities noted in the work plan for each of the Emergency Responder Facilities reported via the LHD Monthly Reports. 2. Immunizations Cold Chain Needs LHDs in Texas Governor Abbott's Hurricane Harvey disaster declaration area will increase their capacity to provide support in maintaining the cold chain for vaccine supplies during emergencies, such as hurricanes. Grantee will: a. Conduct an assessment of storage and handling needs and submit requests to purchase equipment that will allow LHDs to fill any gaps that may exist. b. Purchase equipment such as generators, high capacity refrigerators and freezers for vaccine storage, data loggers, remote temperature monitoring systems, plug guards, and other related items. c. Increase ability to provide support in maintaining the cold chain for vaccine supplies during emergencies, such as hurricanes. d. Submit a list of the applicant's current inventory of cold storage units, purchase dates and manufacture dates. e. Complete the Equipment for Vaccine Storage Form to select the type of equipment for which the applicant is seeking reimbursement. f. Adhere to the asset purchase rules and regulations under which funds to purchase equipment were acquired. g. Ensure vaccine storage equipment meets specifications outlined in the FY 2018 Texas Vaccines for Children & ASN Operations Manual for Responsible Entities. h. Submit receipt of purchase to DSHS for reimbursement of vaccine storage equipment. If the equipment price changes during the project period, the reimbursement amount cannot exceed 10 percent over the quote submitted in the application. LHD may be directed to submit a new Equipment for Vaccine Storage Form if the equipment cost exceeds 10 percent over the original estimate submitted in the application. i. Submit request for reimbursement for all equipment by December 31, 2019. System Agency Contract No. HHS000371500016 Under the Page 5 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2562-04C7-418F-B7E0-FE1F772260EB 3. Foodborne, Waterborne, & Environmental Disease LHDs in counties included in Texas Governor Abbott's Hurricane Harvey disaster declaration will conduct a minimum of two of the below activities to enhance foodbome and waterborne surveillance and environmental health activities. Grantee will: a. Cross -train and educate staff in the LHD and adjoining jurisdictions about effective foodborne and waterborne disease surveillance to build expertise for detection, investigation, and reporting of foodborne and waterborne disease outbreaks commonly associated with hurricane disasters. b. Develop and/or implement standard foodbome and waterborne disease outbreak investigation protocols and tools facilitating coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. Include strategies for training, review, and testing intervals of the plan. c. Develop an environmental assessment plan including an environmental sampling protocol for implementation during a hurricane disaster event that supports rapid detection of waterborne disease outbreaks. Include strategies for training, review and testing intervals of the plan. d. Develop a written plan for determining alternative laboratory diagnostic resources to monitor water quality, including guidance on appropriate techniques for sample collection as well as analysis of water and environmental samples. Include strategies for training, review, and testing intervals of the plan. e. Increase public awareness of foodborne/waterborne disease and prevention measures including development of health promotion materials and water- and food -related emergency preparedness planning materials. f. Foodborne i. Submit Foodborne Performance Metric Report which captures the number of select foodborne pathogens reported to LHDs, case -based interview statistics, and clusters/outbreaks investigated. Reporting timeframes and deadlines are referenced in the Reporting Requirements section of the Contract. ii. Report all foodborne, animal contact, and waterbome disease outbreaks to National Outbreak Reporting System (NORS), including environmental assessments and contributing factor data (reports into NORS due 30 days following closure of outbreak investigation). iii. Submit annual report on trainings attended and conducted by LHD staff on detecting, investigating, and controlling foodborne and waterborne disease outbreaks (due June 28, 2019, and June 30, 2020). iv. Develop and/or implement standard foodborne disease outbreak investigation protocols and tools to facilitate coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. System Agency Contract No, HHS000371500016 Under the Page 6 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2582•D4C7.41BF•07E0•FE1 F772260EB g. v. Report new and updated foodborne health promotion and communication materials, and best practices guidance completed (due June 30, 2019). vi. Participate in quarterly conference calls with the Emerging and Acute Infectious Disease Branch (EAIDB) to provide updates, progress reports, and other necessary communications. vii. Submit an annual report documenting how the funds are enhancing foodborne surveillance and prevention activities (due June 28, 2019, and June 30, 2020). Waterborne i. Report water -related preparedness response measures incorporated into public health preparedness plan, to include: 1. Water -related preparedness health communication, before, during, and after an emergency; 2. Water testing capacity, including alternative laboratory resources to monitor water quality, and guidance on sample collection and analysis of water and environmental samples; and 3. An environmental assessment plan including an environmental sampling protocol for implementation during a disaster event (due June 28, 2019, and June 30, 2020). ii. Establish relationships, by reaching out and facilitating communication, with local water utilities to discuss both response and public health preparedness plans (due June 28, 2019). iii. Submit annual report on trainings attended and conducted by LHD staff on water, sanitation and hygiene -related topics (due June 28, 2019, and June 30, 2020). iv. Develop and/or implement standard waterborne disease outbreak investigation protocols and tools to facilitate coordinated responses to outbreak investigations that include epidemiologic, laboratory, and environmental health staff collaboration to be used during the recovery period following a hurricane event. v. Report new and updated water, sanitation and hygiene -related health promotion and communication materials, and best practices guidance completed (due June 28, 2019). vi. Participate in quarterly conference calls with the EAIDB to provide updates, progress reports, and other necessary communications. vii. Submit an annual report documenting how the funds are enhancing waterborne surveillance and prevention activities (due June 28, 2019, and June 30, 2020). 4. Infection Control and Prevention Enhance infection prevention and control expertise of healthcare facility staff through targeted training and education as they assume the responsibility of gap mitigation in their respective healthcare facilities. Grantee will: a. Infection Prevention and Control Training(s) System Agency Contract No. HHS000371500016 Under the Page 7 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DecoSign Envelope ID: 272A2582-04C7.41BFB7E0-FE1 F772260E13 Hold infection prevention and control training(s) and/or Certification in Infection Control (CIC) -prep class(es) conducted by the Texas Society of Infection Control and Prevention (TSICP) in order to provide training on infection prevention and control activities including but not limited to gap mitigation strategies, injection safety, and certification in infection control. Training(s) will meet the Center for Medicare and Medicaid Services (CMS) standards in disaster declaration areas and promote certified infection control (CIC) certification of facility -designated Infection Preventionists. 1. Training(s) will be conducted between January 1, 2019, and July 31, 2019. 2, Priority will be given to Infection Preventionists from hurricane -affected areas. ii. Sponsor CIC exam for Infection Preventionists from hurricane -affected areas that attended the CIC -prep class(es). I. Attendees should take CIC exam within 6 months of training. iii. Submit CIC Training report within 60 days of the training(s). I. Report will include at minimum: Pre- and post -course knowledge test scores, attendees' information, evaluation of the training, and summary of expenses. iv. Report CIC exam pass rate and success stories from participants within 6 months of training. 1. Success stories should include examples of how the trainings helped address gaps in their facilities. b. Hurricane Response Summit i. Hold a Hurricane Response Summit in their respective jurisdiction that LHDs and healthcare facility staff in other affected jurisdictions may attend. The summit must focus on providing specific disaster recovery infection control resources and lessons learned from pervious hurricane disaster recovery efforts to aid in the preparation of response plans for future hurricane threats. Other topics may include infection prevention and control, gap mitigation strategies, injection safety, and disease surveillance. I. Summit will be conducted between July 1, 2019, and May 31, 2020. 2. Participation of Infection Preventionists and healthcare workers from all types of healthcare facilities (acute care hospitals, critical access care, outpatient clinics, dialysis clinics, long-term care facilities, inpatient rehabs, long-term acute care hospitals) will be promoted. 3. Priority will be given to Infection Preventionists from hurricane - affected areas. 4. Assess during the registration the extent of the impact of the hurricane in their facilities, if applicable. 5. Assess during the registration whether they utilized Infection Control CDC resources during their recovery efforts, if applicable. ii. Provide Continuing Education Units (CEUs) to Hurricane Response Summit attendees. System Agency Contract No. HHS000371500016 Under the Page 8 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AOREEMENT GRANT DocuSIgn Envelope ID: 272A2562-D4C7-4113F-B7E0-FE1F772260E3 iii. Conduct a pre- and post- survey to assess knowledge in hurricane recovery issues before and after attending the Hurricane Response Summit. iv. Submit Hurricane Response Summit report within 60 days of the summit. I. Report will include at minimum: pre- and post- survey results, attendees' information, evaluation of the summit and individual sessions, and summary of expenses. v. Participate in quarterly conference calls with DSHS to provide updates, progress reports, and other necessary communications. 5. Traditional and Novel Vector Control Enhance mosquito surveillance (to jurisdictions with initial low capacity or damaged surveillance systems). Grantee will: a. Traditional Methods i. Implement traditional vector control strategies (larvicide/insecticide). ii. Enhance mosquito control capacity through: 1. Initiating and augmenting mosquito surveillance (purchase of equipment, supplies, etc.); 2. Purchasing adulticide, larvicide, or application equipment; 3. Addition of temporary employees; 4. Paying for trainings or licensing; 5. Paying for vector control contracts; and 6. Submitting monthly progress reports on the personnel, equipment, material, and other supplies that have been purchased and their implementation within the mosquito control program. 6. Environmental Health Public Health jurisdictions within Governor Abbott's Hurricane Harvey disaster declaration area will assess the changing needs and health status of hurricane -impacted communities. Grantee will: a. Conduct one to four Community Assessments for Public Health Emergency Response (CASPER). b. Attend a CASPER data analysis training offered by the DSHS contracted entity. c. Develop CASPER questionnaires allowing for up to 10 household -based questions in each questionnaire to be suggested/provided by DSHS Health Emergency Preparedness and Response Section (HEPRS) Disaster Epidemiologist. This will allow data comparison for up to 10 questions across all Harvey recovery CASPERs. Submit CASPER questionnaires to DSHS Disaster Epidemiologist for review. d. Develop sampling plans and area maps for selecting households in each sampling frame (first stage sampling). Technical assistance and use of the GIS CASPER toolkit will be available from the DSHS Regional Local Health Operations (RLHO) Geographic Information Specialist (GIS). System Agency Contract No. HHS000371500016 Under the Page 9 of 66 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2562-D4C7-418F-B7E0-FE1F7722a0E0 e. Identify personnel to conduct field interviews and conduct second stage of sampling in the field. Develop field teams. Conduct just -in -time trainings for field team members and others participating in the CASPER. f. Analyze CASPER data. Sharing of final dataset with DSHS is required. g. Prepare preliminary and/or final reports presenting CASPER findings/results and submit all reports to DSHS. h. Develop and submit an Implementation Plan to be included with the final monthly report to DSHS (see monthly report due dates below). C. Implement approved workplan. Grantee's workplan has been approved by DSHS prior to DSHS's entering into this Contract with Grantee. Grantee will adhere to the approved workplan. The workplan must include a description of the project(s) and activities to be addressed by the HHCP and measurable objective(s) for addressing each issue. The workplan must also describe a clear method for evaluating the services that will be provided. My proposed changes to the approved workplan are not effective unless and until Grantee has received written approval to the revised workplan from DSHS. D. Submit monthly and final performance reports that describe progress toward achieving the objectives contained in Grantee's approved workplan and any written revisions. Grantee will submit the performance reports by the 5th business day following the last day of the last month of each month, in a format to be provided by DSHS. Failure to submit a required report or additional requested information by the due date specified in this Contract or upon request constitutes breach of contract, and may result in delay of payment. Reports should be sent electronically to coag(Wdshs.texas.gov and to croscrisiscoag(cildshs. texas.gov. E. Comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Contract and as amended. F. The following documents and resources are incorporated herein by reference and made a part of this Contract as if fully set forth therein: 1. DSHS and CDC Public Health Crisis Response Cooperative Agreement, Funding Opportunity Number: CDC-RFA-TP18-1802; 2. Project workplan; and 3. Local Health Department Hurricane Crisis Discretionary Project — Monthly Project Report(s). II. PERFORMANCE MEASURES DSHS will develop performance measures in collaboration with the Grantee. DSHS will monitor the Grantee's performance of the requirements in this Statement of Work and compliance with the Contract's terms and conditions. III. REPORTING REQUIREMENTS Grantee at the request of the System Agency, may be required to submit additional reports determined necessary to accomplish the objectives and monitor the compliance of this contract. Grantee must submit reports in a format specified by the System Agency. Grantee will provide System Agency Contract No. HHS000371500016 Under the Page III of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2$82-D4C7-41BF•B7E8-FE1F772268EB System Agency financial reports as System Agency determines necessary to accomplish the objectives of this Contract and to monitor compliance. If Grantee is legally prohibited from providing any report under this Contract, Grantee will immediately notify System Agency in writing. Grantee will provide and submit written reports, by electronic mail in the format specified by System Agency. Grantee will complete and submit the Local Health Department Hurricane Crisis Discretionary Project — Monthly Project Report by the 5th business day of each month and a Final Performance Report by the 15th business day of the end of the contract term. These reports need to be completed for each HHCP for which the Grantee receives funding from System Agency. Grantee shall maintain the source documentation used to develop the reports. All written reports should be titled with the Grantee name, address, email address, vendor identification number, telephone number, program name, contract or purchase order number, dates services were completed and/or products were delivered, the time period of the report, total invoice amount, and invoices paid to subgrantees for services received. IV. INVOICING AND PAYMENTS Grantee will request payments by submitting the State of Texas Purchase Voucher (Form B-13) at htto:/'www.texas.Nov/erants/forms/bI3form.doc no later than fifteen (15) business days after the end of the preceding month. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoices(rvdshs.texas.gov and crosinvoicesier,dshs.texas.gov Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. With prior written notification to, and approval from, the System Agency Contract Manager, Contractor may transfer money between budget categories, other than the equipment and indirect cost categories, not to exceed 25% of the total contract value during a contract budget period. If the budget transfer(s) exceeds 25% of the total contract value, alone or cumulatively, a formal contract amendment is required. Contractor shall provide notification of the budget transfer by submission of a revised Categorical Budget Form to the System Agency Contract Manager, highlighting the areas affected by the budget transfer. After review, the System Agency Contract Manager shall provide notification of acceptance to Contractor via email, upon receipt of which, the revised budget shall be incorporated into the Contract. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency Program will monitor Grantee's expenditures on a System Agency Contract No. HHS000371500016 Under the Page II of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT HoouSlge Envelope ID: 272A2582-D4C7-41E1F-B7E0-FE1 F772260EB quarterly basis. If expenditures are below Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in fiords. System Agency Contract No. HHS000371500016 Under the Page 12 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Daciaign Envelope ID: 272A2502.134C7.4IBF-B7E0-FE1F772260EB Categorical Budget: ATTACHMENT B BUDGET Contract No. HHS000371500016 PERSONNEL FRINGE BENEFITS TRAVEL EQUIPMENT SUPPLIES CONTRACTUAL OTHER TOTAL DIRECT CHARGES INDIRECT CHARGES TOTAL $86,528.00 $6,881.00 $33,131.00 $109,428.00 $55,885.00' $59,875.00 $69,114.00 $420,842.00 $0.00: $420,842.00 System Agency Contract No. HHS000371500016 Under the Page 13 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 212A2582-04C7-418F•B7E0•FE1F772260EB Attachment B-1 Individual Project Budget(s) ladmi honed rdevBete1t Wad B1d i Simile. Claimed Over TeW0leefClulu cassis Tet bIRrR S 71,000 1 S,720 S 53,005.0 S 25,10101 S 3.3180 S ' $ - S 176010 S I 116501.10 bifald e s - s - s - s 7101.0 103 s • s *WS • 1 1010010 5 S 1001N10 -Wain@ S - S • S S • S • S -$ • S - 5 3 -. P Bi°e 5 514100 5 11BM S 3,4x0 S - S 3,101.0 $ 87110 S 357600 S 4109.0 s S 1115911 Beate *glare lakmm S - S • S 11100.5 - 5 1100.0 S IBOE00 S 6447100 5 11an0 5 S 11,51210 ' rebel eWtlail S • S - S • S 164110 S 315200 S • 5 - S 510000 S- S 500111 VeMr Ned Wm S - S . 1 • ' 1 - S • S S • S - 7 • 6 . . CASrER S - S • I 149&0 S - S 13,79100 5 - S 1,11100 5 X400.0 5 - 5 101010 WI s - s - S • s - S • s S • s • s • 5 '111100 s - s • s - s - 5 - S - s • s •s - S tel S 16S71.00 S 6,11110 5 7.111.00.5 10,41110 1 5511510 S 59,11549 I 69,114161 45'. J3.00 S • I 43014100 System Agency Contract No. HHS000371500016 Under the Page 14 of 68 2017 HURRICANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2582•D4C7-418F•B7E0•FE1F772260EB ATTACHMENT C HHSC UNIFORM TERMS AND CONDITIONS - GRANT System Agency Contract No. HHS000771500016 Under the 2017 HURRICANE PUBLIC HEALTH Ousts RESPONSE COOPERATIVE AGREEMENT CHANT Page IS of 68 DonoSign Envelope ICE 272A2582-D4C7-41 BF-BYEO-FE1F772260EB HMO Unto= Tenn and CCMlai nsVersion 2 IS Published ard Effective . Septemter t. 2017 Respamtle OEloe CIS( Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.15 System Agency Contract No. HHS00037I 500016 Under the Page 16 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Doeuggo Envelope ID= 272A2682.1:14C7-410F417E0.FE1F772260EB ABLE (W(GNIENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 to! Definitions 4 1.02 Interpretive Provisions. ARTICLE II PR,IRPIII Methods alld Reelections 6 101 Payment Methods 2.02 Final Billing Submission 2,03 Financial Status Reports (FSRs) 7 2.04 Debi to State and Corporate Status 7 2.05 2.06 2.07 Use for ,[atch Prohibited , • „ , , , 7 2.08 2.09 Nonsupplanting a ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding a 3.02 No debt Against 11w State 8 3.03 Debt to State 304 Recapture of Funds „ ,,, , ARTICLE IV Allowable Costs and Audit Requirements 9 4.02 Independent Single or Program -Specific Audit ,,,,,,,, 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 10 5.02 Federal Assurances 10 5.03 Federal Certifications 10 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.02 Intellectual Property ................ ..... .. . ....... . . - . . ........... .............„ ..... II ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE II 7.01 Books and Records Ii 7.02 Access to records, books, and documents Grantee Uniform Terms and Condition Page 2 of 19 System Agency Contract No. HHS000371500016 Under the Page 17 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DonnSign Envelope ID: 272A25824D4C7.41BFB7E0-FE1F772260E8 7.03 Responsekomplialtsa whit andil or irzsryntiion fimlings ._.._12 7.04 SAO Audit 12 7.05 Confidentialiix............................................................_._...........,........,..,._._........... 12 7.06 Poblie Infornotion Act 12 ARTICLE 5711 CONTRACT MANAGEMENT AND EARLY TERMINATION 12 802 Termination for Convenience................................._........................._....._...,,19 8A] Termination far Came 13 ARTICLE IX MISCELLANEOUS PROVISIONS 13 9.01 +Inu:ndm4nt....................................:..............._................,.........._. 13 9.02 Insurance............::................................_...........,.........................................................,13 9.03 legal 061igationss...................................................:„.......,.....„..._........_........................ _14 9.01 1' nnhting and Lice+uure....................................................._......._............_I4 9.05 Indemnity................................................................................................................,,Id 9,06 Assignments ................................................_......,......._...:....,.;..............,..........,_.....-15 9,07 Relationship of the Pnriica_...........:...................................................t15 9.08 Technical Ctuirlancc Lonna 15 9.09 Cavemimg Lau and Venue........._......_.........._.............................................._,IG 9.11 Survivability .:...........................................................................................:::16 9.12 Force Majeure 16 9.13 No Waivar of Pro -visions 16 9.14 Publicity._.,........__....._......................................._...........................,.......„.d.,.. 9.1$ hrolabilion on Non -compete Ibut fictions...,.....»„ ...... ..... .....»,..,.» . ....,..,..........,,. 17 9.16 No WnivcrafSovereign Immunity _.._»....._.., IT 9:.17 Gmire Contract andModification...................... ................ ................ ......_... .::..._.,..... 17 9.18 Caumarparts................................................................................................................... 17 9.19 Proper Authority 17 9-20 I snploymenl Verification.-- . ..... ........... ...... .........., ..... ......... . ....... 17 9,21 Civil Rights............................................................._,...;...................,.:,17 Grantee Uniform Terns and Coigns Page 3 of 19 System Agency Contract No. HHS000371500016 Under the 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Page 18 of 68 DocuSign Envelope ID: 272A25824D4C7-4113F-137E0-FEIF772260EB ARTICLE 1. DEFINITIONS AND INrERPRRTIVE PROVISIONS 1.01 Definitions A9 used in this Contract. unless the contest clearly i,tdtenlcs otherwise. the following menus nod conditions have the meanings assigned below "Amendment- meats 0 written agreement. signed by the panics hereto, which documents changes to the Contract other Qum those permitted by Work Orders or Technical Guidance 1 cttem. as herein defined. "Attah:nen" means documents, tens. conditions. or additional mtumation physically added to this Contract Iidlotring the Signature Docur ent or included he rcRrence. as if Oriicalb'- within the bud% of this Contract. -Contract" means the Signature Document. these I trillium Tams and Condom:. along will. am Attachments. and any Amendments. or Technical Gnidmice latero ohm nun be issued In_ the System Agency. to he incorporated by refemwe herein for all purposes if issued "leliverahle" means the work product(%) required to he submitted In the System Agcne including all reports mid project documentation };tic:lice Date" moms the date agreed to by the Punks as the dale on which the Contract takes effect. "Federal Fiscal Year" tic:nxs the period beginning (Maher I and ending September 30 each year, which is the annual uccomuntg period for the tented Slates government "GAAP" means Ge endh Accepted Accounting Principles. "GASH" means the (hnemmental Accounting Standards Hoard 'Grantee" means the Party receiving Bods under this Contract. il' any. Mny also are relined to as 'Contractor in tenant attachments. 'Health and Mount Sen ices Commission" or "jljll("' meats the mlminslmutC NEGIV) established under Chapter 331, 'lcsas Government Cale or its designee - "Hl 139 arms Historically Ilidenutiliicd Rosiness, :IS defined by Chapter 2161 of the '1'ex.is Govenirlettt Code. "Jntellenunl Property" means inventions and business processes, whether or not patentable; works of authorship: trade secrets: trademarks; sen ice narks; industrial designs. mud Creations that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee. Grantee's contractor or a subcontractor in perforating the Project. -Mentor Protege" means the Comptroller of Public Accounts' leadership program load at: hop: -sunt/ a indow.sale.tx us procurement proghub mentorprotege Games I'ndnrm Tenn: and Cumdiems Page of 14 'it I - System Agency Contract No. HH5000371500016 Under the Page 19 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope la 272A2552-D4C7-41BF-B7E0-FE1F772260E3 "Parties" means the Systen ALeney and Grantee. colleerively. "Party" means either the System Agency or Grantee, individually. ••Provrmu" means the statutorily authorived actipttes of the System Agency under w Inch this Contract has leen awarded. "l'rtiect" means speeilie aetititiex of the Grantee that are supported In funds pros ided under this Contract. "Public Intitrnution Aa" or "PIA" means Chapter 552 ol'the resits Government Coale. "Statement or Work" means the description of netitincs performed in completing the PnymL as specilied in the Contract and as may be amended. "Somme boatman" Meana the ducnman executed by both Parties that speedically Sets With ell of the documents that constitute the Contract "Solicitation or "RFA"" mums the document issued In the System Agettey under which applications for Program binds were requested. it that is incorporated herein by reference for all purposes in its entirety. including all Amendments and .\ttaduncnts "Solicitation Resnotvse" or "Application' means Cinunce-s till and complete response to the Solicitation. which is incorporated herein by rel'ennce liar all purposes in its entirety. including any Attachments and addenda. "State Fiscal Yearnears the period beginning September I and ending August 31 each year. which is the annual accomting period for the State of Texas. "State of Texas Te :ravel" mann Texas Administrative Code. Title 34. Pan I. Chapter 5. Subchapter C. Section 5.22, relative to travel reimbursements under this Contract. if any. "fisdem Atteumy' means III ISC or any orale agewies anile State of 'I exas that are (hasten by IIIISC under authority granted under State law and the officers. employees. and designees of those agencies. 'these ageieds include: llliSC and the Depamnent of Saute lleaWt Services. '°L4dtlic'd Cin d, atsc I,e0er or "la" Beau an inslnicnon. elnnfteatien. or interpretation of the requirements ol'the Contract. issued by the System Agency to the Grantee. 1.112 Inlerprethe Provisions a The meanings of defined tenor are epudk applicable in the singular mid plural firms of the defined terms. b The words "hereof," Herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision. section. Attachment. or schedule of this Contract unless otherwise specified. e. The terra "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instronwTns shall be deemed to include all subsequent Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to Grantee Uniform Terms and Conditions Page5 of 19 System Agency Contract No. HHS000371500016 Under the Page 20 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582 -04C7-41 BF-B1EO-FEIF772260EB any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting die statute or regulation. d. Any referenees to "sections," "appendices," or "attachments" are references to sections. appendices, or attachments of the Contract. o. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract & All Attachments within this Contract, including diose incorporated by reference, and any Amendments arc considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies arc cumulative and each will be performed in accordance with its tens. i. Unless otherwise expressly provided, reference to any action of the System Agency' or by the System Agency by way of consent, approval, or waiver will he deemed modified by the phase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract the payment method will be one or more of the following: a. cast reimbur anent. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time entre request; b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unil(s) of service and acceptable submission of all required documentation, forms and/or reports; or e. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Heal Baling Submission Unless otherwise provided by the System Agency. Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following the end of the term of the Contract. Reimbursement or payment requests received in the System v.9.1.1 r Granite Uniform Terms andConlittau Page 6 of 19 System Agency Contract No. HHS000371500016 Under the Page 21 of 68 2617 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-4IBF-B7E0-FE1 F772260EB Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachments) that is incorporated into the Contract. for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable teen. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055. the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the Slate far any reason. including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of fianchise taxes to the Slate of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services, 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposesin securing other funding without the written approval of the System Agency. 2.03 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract tens and may not carry Program Income forward to any succeeding term. Grantee shall refired program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes and under the conditions specified in this Contract. Grantee Uniform Terms and Condemns Page 7 of 19 System Agency Contract No. HHS000371500016 Under the Page 22 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582•D4C7'41 BF.87E0•FEIF772260EB 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available, Grantee shall make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IlL STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate finds. If binds become unavailable through lack of appropriations. budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce,or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penally to the System Agency. if sufficient and adequate finds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perfonn its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not he liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the Stale of Texas. 3.03 Debt to Stale If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises, 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee- Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that arc nut allowed under applicable laws. mks, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any. unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract, Grantee Uniform Terms and Corviniens Pages of 19 v.411r System Agency Contract No, HHS0003715000I6 Under the Page 23 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID: 272A2582-D4C7-410E-B7E0-FE1 F772280EB ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project That arc sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable tenn to he eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status repon(s) required under the Financial Status. Reports section are not submitted by the due dents). The System Agency may take repayment (recoup) from finds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cosi Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR, Pan 225 2 CFR Pan 200, Subpart F and UGMS 2 CFR Pon 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Pan 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR. Part 230 2 CPR Part 200, Subpart F and UGAIS 2 CFR Part 200 and UGMS For-profit Organization other titan a hospital and on organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to Oma circular. 48 CFR Pon 31, Contract Cost Principles Procedures. or uniform cost accounting standards that comply with cost principles acceptable to the federal or sale awarding agency 2 CFR Part 200, Subpart F and UGMS 2 CFR Pan 200 and UGMS v 9.1.17 Grantee Undonn Tams and Condinw Page 9 of 19 System Agency Contract No. HH5000371500016 Under the Page 24 of 68 2017 HURRICANE PUBLIC HEALTII CRtSIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582.O4C7-41BF•B7E0•FE1F772260EB OMB Circulars will be applied with the modifications prescribed by UGMIS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program -Specific Audit If Grantee, within Co nice's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS (5750,000) in federal funds °warded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The 5750,000 federal threshold amount includes federal funds passed through by way of state agency awards, If Grantee, within Grantee's fiscal year, expends a total amount of at least 5750,000 in state Rinds awarded. Grantee must have a single audit or program•speeifie audit in aceurdance with UGJIS. State of Texas Single .Audit Circular. The audit must be conducted by -an independent certified public accountant and in accordance with 2 CFR 200. Government Auditing Standards. and t `GMS. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds slated above shall follow the guidelines in 2 CFR 2110 or I OMS. as applicable. fiw their program -specific audits III ISC Single Audit Sen ices a ill nnliH Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination Form within thirty'(30) calendar days alter notification by IIIISC Single Audit Services to do so. Grantee shall he subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit must competitively re - procure single audit services once • • • .• six years Grantee shall procure audit services in compliance with this section. slate procurement procedures. as well ue vcith the provisions of 1°(i]15 4.03 Submission of Audit Due the earlier of 30 days ager receipt of the independent certified public accountant% report or nine months alter the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program -Specific Audit to the System Agency as directed in this Contract and another copy to: single_ audit_ repor07ldhsc state.u.us ARTICLE V AFFIRMATIONS. ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee Anther certifies, to the extent Federal Certifications are incorporated into die Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it Is in compliance with all applicable federal laws, roles, or regulations, as they may pertain to lids Contract. Grantee Uniform Terms and Cmditna Page 10 of t9 v.9.1.17 System Agency Contract No. HHS000371500016 Under the Page 25 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID: 272A2552-04C7-416F-B7E0-FE1F772260EB ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownetshlp The System Agency will own, and Grantee hereby assigns to the System Agency, all right. title. and interest in all Deliverables. 6.02 Intellectual Properly a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to. their respective preexisting Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up. worldwide, perpetual, non-exclusive, non -transferable license to we any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASH, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office. the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years aller the completion of any litigation or dispute involving the Contract, whichever is later. 7.02 Access to records, books, and documents In addition to any right or access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds. the Comptroller General of the United States. the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: die System Agency. HIISC. HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, end anysuccessor agencies. Each of these entities maybe a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority. for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning Grantee Uniform Terms end Condition Page I E at' 19 System Agency Contract No. HHS000371500016 Under the Page 26 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4CT-41 BF-BTEO-FE1 F772260EB the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or Inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. h. As pan of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee. an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation. including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 7.05 Confidentiality My specific confidentiality agreement between the Panics takes precedent over the tens of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services perfonned under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".par') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or pan of the Contract; Grantee Uniform Terms and Coaluims Page 12 of IP System Agency Contract No. HHS000371500016 Under the Page 27 of 68 2017 HURRICANE PUBLIC HEALTH Casts RESPONSE COOPERATIVE AGREEMENT GRANT BocaSign Envelope ID: 272A2502-D4C7-412F-B7E0-FE1F772260EB b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with tens of the Contract; c. Recouping payments made to the Grantee found to be in error, d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any otter remedies authorized under this Contract; and L Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rile. 8.02 Termination for Comenlence The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination (breanse Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate Ike Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract, Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, W any or Grantee's addition to the Excluded Panics List System (EPLS) will also constitute a material breach of the Contract. b. Failure to hlalntain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract, 8.114 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests oft the Panics up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.112 Insurance Unless ottensise specified in this Contract. Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with fmancially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required v Slat Gorda Uniform Terms and (Animals Page 13 of 19 System Agency Contract No. HHS000371500016 Under the Page 28 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-418F-B7E0-FEIF772260EB under this Contract, including a schedule of coverage or underwriter's schedules establishing to One satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to he deficient to comply with the teens of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, slate, and local laws. ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect INC of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract failure to comply with this Section may also be a material breach of the Contract. 9.04 Pemrining and Licensure At Grantee's sole expense. Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law. or regulation to be held by Grantee to provide the goods or Services required by this Contract Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during perfommmnce of this Contract 9.05 Indemnity To THE EXTENT ALLOWED DY LAW, GRANTEE WILL DEFEND, INDEMNITY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND RS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS. DAMAGES, AND LIADIUTIES, INCLUDING ATTORNEYS' FEES ANDCOURTCOSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: IL GRANTEE'S PERFORMANCE OF TILE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRtrTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PART' UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN TILE EXECUTION OR PERFORMANCE OP THIS CONTRACT; OR h. ANT BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD. RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER TILE CONTROL OR SUPERVISION OF GRANTEE. IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITL AGENTS; OR Grantee Uniform Terms and Condition Page 14 or 19 v.9.1.11 System Agency Contract No. HHS00037I500016 Under the Page 29 of 68 2017 HURRICANE PUBLIC HEALTH CRLSIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope la : 272A2582-D4C7-418F•67E0-FE1F772266EB d. Wong UNDER Tills CONTRtcr THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTIIER INTELLECTUAL PROPERTY RICIITL GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL THIS PARAGRAPH IS NOT INTENDED TO, AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARSILESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF TIAs SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under. interests in. or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency. assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign. pledge, or transfer the Contract This assignment will only be made to another State agency or a non -state agency drat is contracted to perfomi agency support. 9.07 Relationship of the Partin Grantee is. and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities. and obligations of Grantee or any other Pony. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, minified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes. FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State ofTexas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation lease or sick leave; or b. Unemployment compensation coverage provided by the State. 9,05 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the Pone of a Technical Guidance Letter. A TOI, must he in Grantor Uniform Terns and Coniiltau Page IS of l9 v.9 lit System Agency Contract No. HH5000371500016 Under the Page 30 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID; 272A2582-D4C7.418FB7E0-FE1 F772280EB w-ritine. and may he delivered by reeular mail, electronic mail. or facsimile transmission. Any TOL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Low and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions, Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, nfiieh it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or ally document related hereeo. 9.10 Severnblllty If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not he held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivnbility Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be pertained, or by their nature would he intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that ore beyond the control oldie affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Convect nor payment for services provided under it constitute waiver of any provision of to Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, die System Agency, the Stale of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject Grantee Worm Terns and Conditions Page 16 or I9 v 9.ids System Agency Contract No. HH5000371500016 Under the Page 31 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-410E-07E0-FEIF772260EB matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restricthms Grantee will riot require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiw:r of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof Any additional or conflicting teals in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sale risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract tens to perfomh duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Cont act. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including; I. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d 0 seq.): 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 el seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101.6107) 5. Title IN of the Education Amendments of 1972 (20 U.S.C. §§1681.1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and Grata Uniform Terms and Condemns Page 17 of 19 System Agency Contract No. HHS000371500016 Under the Page 32 of 68 2017 HURRICANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DacuSlgn Envelope ID: 272A2S82-D4C7-41BF437E0-FE1F772260EB 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin. sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or Slate funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964. and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15. prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the ellen of excluding or limiting the participation of clients in its prognuns. bandits, or activities on the basis of mamu d origin State and folcml civil rights Imps require cnnlrnnnus to pros itle alternative methods for ensuring access to sen•ices fit applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide sen -ices and information. both orally and in writing in appropriate languages other than English. in order to ensure that persons with limited English proficiency are clleetivcly intbmied and cmi have meaningful needs.; to programs. bandits. and activities; e. Grantee agrees to post applicable civil rights pasters in areas open to the public informing clients of their civil rights and haludin8 contain infommlion Int the HHS Civil Rights Office, llrc posters are as nibble on the HHS website at; Jdtpbhscxhhse.texas.gov system -support. servicesc ivibrielus. oubl ications d. (name.: agrees to oomph' with Executive Order 13279. and its implementing regulations at 45 CER, Part 87 or 7 LER. Pan 10. These provide in pan that any agent 'thou that paticipates in programs lauded by direct linancial ataisuaca from the United Slates Depannenl al' Agriculture or the United States Department of I lealth and Minim Services shall not discriminate against a program beneficiary or prospecti%e program beneficiary on the basis ot'rcligion or religious belief e. Upon request. Gnaw will provide HHSC Civil Rights Office with copi w of all of the Grantee's civil rights policies and procedures I. Grantee must 1101 i6 1111 SC's Civil Rigida 011iee of any civil rights complaints received relating to its performance under this Agreement This milieu lust be delis erect no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must he directed to:. HHSC Civil Rights Office 701 W. 51e Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 r x.1.11 Grantee tlnlfmn Tenn and Condoms Page 18 of 19 System Agency Contract No. HHS000371500016 Under the Page 33 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2582-D4C7-41BF-B7E0•FE1F772260EB TTY Toll Free:. (877) 432.7232 Fax: (512)438-5885. Grantee Uniform Talus and Combines Page 19 of 19 System Agency Contract No. HH5000371500016 Under the Page 34 of 68 2017 NuluttC.USE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-41 BF-B7E0-FE1F772260EB ATTACHMENT D CONTRACT AFFIRMATIONS By entering into this Contract, Contractor affirms, without exception, as follow:. I. Contractor represent and Warrant that these Contract Affirmations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agent, employees, subcontractors, independent contractors, and any other representatives who may provide services under. who bare a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Contractor represents and warrants that all statements and information provided to ESC are current, complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Contractor understands that HHSC will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas.. Information, documentation, and other material prepared end submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available m a format that is accessible by the public at no additional charge to the State. Conjrector accept the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, if any, are rejected unless expressly accepted by }HSC in wnting. 5. Contractor agrees that l 4SC has the richt to use, produce, and dismbute copies of and to disclose to HHSC employees, agent, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHSC deems necessary to complete the procurement process or comply with state or federal laws. 6. Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of HHSC. 7. Contractor has not given, has not offered to give, and does not intend to give at any tune hereafter any economic opportunity, Mire employment, gift, loan, gratuity, special discount, tem, favor, or senice to a public servant in connection with this Contract or any related Solicitation, or related Solicitation Response. 9. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this System Agency Contract No. HHS000371500016 Under the Page 35 of 68 2017 HURRICANE PUBLIC HEALTIt CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-41BF-B7E0-FE1 F772260EB Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. Under Sections 2155-006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the inditidual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and ackaowiedaes that this Contract may be terminated and payment withheld if this certification is inaccurate. 10. Under Seaton 231.006(0 of the Texas Family Code regarding child support, Contractor certifies that the individual or business amity named in this Contact and any related Solicitation Response is not ineligible to receive the specified payment and ackmowledges that the Contact may be terminated and payment may be withheld if this certification is inaccurate. I1. Contractor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Taxa: Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for At. ardManagement (S43f) maintained by the General Services Administration. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's subconracts,if any, if payment in whole or in part is from federal bads. 12. Contractor certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224. 13. Contractor represents and warrants that it is not engaged in business with Iran, Sudan. or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 14. In accordance with Section 669.003 of the Teas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it IS not (1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or (3) a person who employs a current or former executive head of an HHS agency. 15. Contractor represents and warrans that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tat Code. 16, Contractor agrees that any payments due under this Contract shall be applied mails any debt or delinquency that is owed to the State of Texas. 17. Contractor represents and warrants that payments to Contractor and Contractofs receipt of appropriated or other funds under this Contact or any. related Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state Ands to employ or pay lobbyists, lobbying expenses, or influence legislation). :o System Agency Contract No. HH5000371500016 Under the Page 36 of68 2017 HURRICANE PUmJC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRUNT DocuSlgn Envelope ID: 272A2582-04C7-416F-B7E0-FE1F772260EB IS. Contractor agrees to comply with Section 2155.441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contacts. 19. Contractor agrees that upon request of HHSC, Contactor shall provide copies of its most recent business continuity and disaster recovery plans. 20. Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain satutor• requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to HHSC that the technology provided to HHSC for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology -or because it is readily adaptable by use with other technology, of • providing equivalent access for effective use by both visual and non -visual means; • presenting information, including prompts used for interactive communications, in formats intended for non -visual use, and • being integrated into networks for obtaining retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 215 7.005 of the Texas Government Code, the Technoloay Access Clause contract provision remains in effect for any contract entered into before September 1, 2006. 21. If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is w compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 LW Chapter 32S. 22. If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program. 23. Contractor represents and warrants, during the twelve (12) month period immediately prior to the date of the execution of this Contract, none of its employees including, but not limited to those will provide services under the Contract, was an employee of an HHS Agency. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts with and involving former and retired state agency employees). Contractor will not allow any former employee of the System Agency to perform services n System Agency Contract No. HH5000371500016 Under the Page 37 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT CHANT DocuSIgn Envelope ID= 272A2582-D4C7-410E-07E0-FE1 F772260EB under this Contract during the twelve (12) month period immediately following the employee's last date of employment at the System Agency. 24. Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contact negotiation invoking Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn. 25. If this Contract is for consulting services under Chapter 2254 of the Texas Government Coda, in accordance with Section 2254.033 of the Texas Government Code, Contractor certifies that it does not employ an individual who was employed by System Agency or another agency at any time during the two years preceding the submission of any related Solicitation Response related to this Contract or, in the alternative, Contractor has disclosed in any related Solicitation Response the following: (0 the nature of the previous employment with System Agency or the other agency; (oj the date the employment was terminated; and (iii) the annual rate of compensation at the time of the employment was terminated. 26. Contractor represents and warrants that it has no actual or potential conflicts of interest in presiding the requested goods or services to HHSC under this Contact or any related Solicitation and that Contractor's provision of the requested goods and or services under this Contact end any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. 27. Contractor understands that HHSC does not tolerate any type of fraud. The agency's policyis to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. All employees or contractors who suspect fraud, waste or abuse (including employee misconduct that would constitute fraud, waste, or abuse) are required to immediately report the questionable nasty to both the Health and Human Services Commissions Office of the Inspector General at 1-800.436.61 B4 and the State Auditor's Office. Contractor agrees to comply with all applicable laws, rules, regulations, and HHSC policies regarding fraud including, but not limited to, }ES Circular C-027. The undersigned affirms wader penalty of perjury of the laws of the State of Texas that (a) m connection with this Contract and any related Solicitation Response, neither I nor am- representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (b) m connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has isolated any federal antitrust law, and (c) neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged m the same line of business as the Contractor. 28. System Agency Contract No, H H500037 1500016 Under the 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Page 38 of 68 DocuSign Envelope ID: 272A25132•D4C7-41BF•B7E0•FE1 F772260EB 29. Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract ? ffumations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to H}SC's consideration of entering into this Contract. If Contactor is unable to mare the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to HHSC a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to HHSC's consideration of entering into this Contract In addition, Contractor aclaaaledges this is a continuing disclosure requirement Contractor represents and warrants that Contractor shall notify HHSC in writing within five (5) business days of any chanties to the representations or warranties in this clause and understands that failure to so timely update }HSC shall constitute breach of contract and mayresult in immediate contract termination. 30. Contractor represents and warrants that, pursuant to Section 2270-002 of the Texas Government Code, Contractor does not boycott Israel and will not boycott Israel during the term of this Contract. 31. Contractor certifies that for contracts for services, Contractor shall utilize the US. Department of Homeland Security's ENerify system during the term of this Contract to determine the eligibility of: (a) all persons employed by Contractor to perform duties within Texas; and (b) all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 32. Contractor understands, acimowledees, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including. but not limited to, immediate termination of this Contract. 33. Contractor represents and warrants that it writ comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract 34. Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response ore current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.. System Agency Contract No. HHS0O0371500016 Under the Page 39 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C741BF•B7E0•FEIF772260EB a5.. Contract'r represents and warrants that the individual signing this Contract is authorized to sign on behalf of Contractor and to bind the Contractor. Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor: Annette Rodriguez Signature of Authorized Date Signed Representative Printed Name and Title of Phone Number Authorized Representatke Federal Employer Identification Fax Number Number annetter@cctexas.com DUNS Number Email Address Physical Sweet Address City, State, Zip Code Mailing Address, ifdifferent City, State, Zip Code 13 20 System Agency Contract No, HHS00037 1500016 Under the Page 40 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Docualgn Envelope ID: 272A2582-D4C741BF-B7E0-FE1 F772260EB ATTACHMENTS SUPPLEMENTAL AND SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform Terms and Conditions. SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OFCRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perforin direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. Section 1.03 Grantee's Notification of Change of Contact Person or Kev Personnel The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. System Agency Contract No. HHS00037I500016 Under the 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Page 41 of 68 DocuSlgn Envelope ID: 272A25824D4C7-41BFB7E0-FEIF772260EB SECTION 1.04 DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g. Patient evacuation; h. In-hospital care and hospital facility status; i. Food, drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; I. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. SECTION 1.05 CONSENT BY NON -PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A MINOR Unless a federal law applies, before a Grantee or its contractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. SECTION 1.06 T.ELEMEDICINE/TELEPSYCHIATRY MEDICAL SERVICES If Grantee or its Contractor uses telemedicinehelepsychiatry, these services shall be in accordance with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical director and equipment that complies with the System Agency equipment standards, if applicable. Grantee's procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Grantee's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; System Agency Contract No- HH50003715000I6 Under the Page 42 or6S 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT OocuSlgn Envelope 10: 272A2582-04C7-41BFa7Ea-FE1 F772260Ea g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule § 448.911. SECTION 1.07 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY a. Grantee shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. b. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. SECTION 1.08 THIRD PARTY PAYORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payers, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private finding sources. As applicable, the Grantee shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the System Agency for the deductible; d. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any System Agency Contract No. HH5000371500016 Under the Page 43 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-41BF-B7E0-FE1F772260E13 request for reimbursement to System Agency; and g. Provide third party billing functions at no cost to the client. SECTION 1.09 HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV/AIDS), AIDS Model Workplace Guidelines for Businesses at http:lrwww.dshs.state.tx.us/hivstd/nolicv/Dolicies.shtm State Agencies and State Grantees Policy No. 090.021. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. SECTION 1.10 MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. SECTION 1.11 NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; C. Date of the license action; and d. License or case reference number. SECTION 1.12 INTERIM EXTENSION AMENDMENT a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services are provided to clients without interruption. c. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Grantee will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section (b)(2) above shall be a one-time extension for a period of time determined by the System Agency. System Agency Contract No. HHS0003715000I6 Under the Page 44 of 68 2017 HURRICANE PURUC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DonnSign Envelope ID:272A2582-D4C7-41BF•B7E0-FE1F772260EB SECTION 1.13 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS a. Applicability: The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions: "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. "Product" means information resources technology that is, or is related to EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation, Testing, and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee's Products and services, as well as associated documentation and technical support for compliance System Agency Contract No. HHS000371500016 Under the Page 45 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID: 272A2582-D4C7-013F-B7E0-FE1F772260EB with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Grantee's assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties 1. Grantee represents and warrants that: As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and ii. If the Products will be in the custody of the state or a System Agency's client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Tenn, unless the System Agency or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to the System Agency, perform all necessary steps to satisfy the Accessibility Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which the System Agency relies in awarding this Contract. 4. Grantee's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies I. Under Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of action against the System Agency for a claim of a failure to comply with System Agency Contract No. HHS000371500016 Under the Page 46 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2562-D4C7-41BF-B7E0-FE1F772260EB Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Grantee's representations and warranties, Grantee will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. SECTION 1.14 CHILD ABUSE REPORTING REQUIREMENT a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. c. Grantee shall use the System Agency's Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereportina as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. SECTION 1.15 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: a) Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b) Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c) Applying to all employees and visitors in this designated area; and d) Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. SECTION 1.16 PROGRAM EOUIPMENT. PROGRAM SUPPLIES. PROPERTY MANAGEMENT AND REPORTING. a. Grantee shall initiate the purchase of all Equipment approved in writing by the System Agency in the first quarter of the Contract term, as applicable. Failure to timely initiate the purchase of Equipment may result in the loss of availability of funds for the purchase of System Agency Contract No. HHS000371500016 Under the Page 47 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2562-D4C7.4113F-37E0-FEIF772260EB Equipment. Requests to purchase previously approved Equipment after the first quarter in the Contract must be submitted to the assigned System Agency contract manager. b. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered Supplies. c. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report to the assigned System Agency contract manager by e-mail not later than October 15 of each year. d. System Agency funds must not be used to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre -approval. e. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. System Agency Contract No. HHS000771500016 Under the Page 48 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582434C7-416F-67E0-FEI F7722130E13 ATTACHMENT F FEDERAL ASSURANCES AND LOBBYING FORM New Burden ernement OMB Number. 40404007 Ermalbn Data all 1!2019 ASSURANCES - NON -CONSTRUCTION PROGRAMS Pubfie repelling burden la this collection of information is initiated to average IS minutes per response. educate time for leveeing inshuaons. searching existing data sources, gathering and maintaining the data needed, and completing and revievnng the collection of Inlonnation. Send comments regarding the burden estimate or any other aspect of as Lokecuon of Information inctding suggestonsfor reducing this burden to the Office of Management and Budget, Paperwork Reduction Project (03450040). Washington OC 20503 PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Cedar al these assurances may not be applicable to your project or program. If you The quessas, please Contact the awarding agency Further. certain Federal awardng agenees may require applicants tocemy to additional assurances II such is the ase, you wig be notified As the duly authorized representative of the applicant, I certify that the appicant 1. Has the legal authority to apply for Federal assistance and the institutional, managerial and financial capability (nehidtrg hinds sufficient to pay the nonFederal share of project cost) to ensure proper planning, management and eompletbn of the project described in this application. 2 WM gide the awarding agency the Comptroller General of the United Stales and, if appropriate, the State, through any authorized representable, access to and the right to examine ail rereads, books, papers, or documents related to the award. and will establish a propel accounting system in actrerdancev4th generally accepted accounting standards or agency directives 3. WlIeslebloh SMeguardsto prohibit empbyeas from using their positions fora purpose that =stables or presents the appearance of personal or organizational conflict of interest, or personal gain. 4 We initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency 5. Wil comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §14728.4783) renting to prescribed standards for merit systems for programs funded under are of the 19 statutaa reguations specified In Appends A of OPM s Standards for a Mem System of Personnel Admnisbaan (5 C.P.R. 900. Subpart F). 8 VAU comply with all Federal statutes relating to wraith/irritation. These Include but are not limited to (a) Title VI of the CNP Rights Ad of 1964(PL-88 2) which prohlblbdiscrimination on the basis of roe, calor or national oriim; (blithe a IX of the Education Amendments 911972, as amended (20U S.C.111681. 1883, and 1885.1886), which prohibits discrimination on the basis et sex; (e) Section 504 of the Rehabilitation Inman Eaenuaea Ad of 1973, as amended (29 U.S.0 5794), winch prohibits dbainination on the basis of handiaps; (d) the Age Discrimination Act of 1975. as amended (42 U. S.C. §551013107), which proh,bib deaimination on She basis of age, (e) the Drug Abuse Office and Treatment Act of 1972 (P.L..92-255), as attended, relating to nondisaimmation on to basis of drug abuse„ (I) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Ad of 1970 go L-91-018). as amended, relating to nondiscrimination on the basis of alcohol abuse Of alcohoism (g) §1523 and 527 of the Public Health Sendai Add 1912 (42 USC. 51290 dd 3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient reams, (h) Tide VIII of the Civil Rights Act of 1933 (42 UHC §§36911 et seq), as amended, relating to nondiscrimination in the sale, rental or financing of banana; h) anydher nondiscrimination provisions 1rime specific statute(s) under which application tar Federal assistance Is being made, and, (g the requirements of any other nondiscrimination statute(s) which may apply to the application. 7, VAIs comply, or has already compiled, With the requirements of Titles .0 and III of the Uniform Rebcadon Assistance and Real Property Acquisition Policies Act of 1970 (P L. 91.646) which provide for far and equeabletreatment or persons displaced or whose properly Is acquired as a recall of Federal or lederaily.assisted programs. Thew requirements apply to allinternle in real property *coated for project purposesregarmese of Federal participation In padhasa,.. a Wel comply, as appliable,wNn provisionsof the Hatch Act (5 U S.C. 5§1501.1508 and 7324.7328) which limit the political activities of empbyeeswhose principal employment actNNes are funded In whole or in part wih Federal funds mew Sera IHelaer.74l Authorized ler Local Reproduction precreedey asearaaa.e2 System Agency Contract No. HHS000371500016 Under the Page 49 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-D4C7-41EF•87E0-FE1 F77226DES 9. W9 comas asap$ bb,wihteprwlslonsofthaDavis- Bacon Act (40 U.S.C. f§278a to 276a-7), the Copeland Act (40 U.S.C. §276c and 16 U.S.C. §674), and the Contract Work Hours and Safety Standards Act (40 U. SC §§327• 333). regarding labor standards for federagyan ted construction eqbagreements 10 VWII comply, if applicable, with flood insurance purchase requirementsof Section 102(a) of the Flood Disaster Protection Ad of 1973 (P.L 93-234) Wild, requires recipients in a special flood hazard area to pamopale in the program and to purchaseflood irsutanceif the Wal cost ol insurable construcaan and acquisiten is SIO,000 or more 11 WI comply with environmental standards which may be prescnbed pursuant to the Iotow.i9 .la) inditutun of environmental quality control measures under the National Environmental Po'.cy Act of 1989 (P L. 91.190) and Elective Order CEO) 11514; (b) notification of violating facilities pursuant to E011738; (c) protection of wetlands pursuant to EO 11990; (dl evaluation of flood hazards in floodpUira in accordance wan EO 11958; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (18 U.S C. 161451 etseq J; (0 oontomiity of Federal actions to Stale (Clean Air) Impimentation Plans under Section 176(c) of the Clean AV Act of 1955. as amended (42 U.S.0 §57401 etseqJ. (g) protection of underground sources of drinking water under the Safe Drinking Water Ail of 1974 as amended IP L 93323). and. (h) protection of endangered species under the Endangered Species Act of 1973as amended (P L 93. 205) 12 WI comply with the Witt and Scenic Rivers Act of 1908 (16U 5 C §51271 et sen ) related to protecting compmvnts a potential continents ol the nater -tie wit and scenic rivers system SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL 13. WI assist the awarding agency in assunng compliance with Section 108 of the National Historic Preservation Act of 1966, as amended (18 USC §470), 50 11593 (identification and protection of historic properties), and the Archaeological and Metric Preservation Act of 1974 (18 U S.C. §§489a.I et sen ). 14. WI comply with P.L 93346 regarding the protection of human subjects 'molest in research, development and related activities supported bytds award of assistance. 15 WI complywimthe Laboratory Animal Watfare Ad of 1988 (P.L 89544, as amended, 7 U S.C. §§2131 et sen ) pertaining to thecae, handling, and treatment of warm blooded animate held for research, teaching, or other activities supported by this award of assistance. 18 WI comply with the Lead'Based Paint Poisoning Prevention Act (42 U.S C §§4801 et seen.) which prohibits the use of lead•based paint in construction or reheb'illadon of residence structures. 17 WS cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1008 and OMB Circular No. A-133, `Audits of States, Local Governments, and Non -Profit Organizations." 18 Vdll amply with all applicable requirements of at other Federal lows, eaecuWe orders, regulations, and policies governing this program 19. W11 comply wen the requirements of Section 10919) of the Trafficking Victims Protection Act (TVPA) of 2000. as amended (22U SC 7104) Mt prohibda grant award recipients a a sobireapamt (corn (1) Engaging in severe norma ol trafficking in persons during the pend of time that the award Is In elect (2) Procuring a commercial sea act dung the pend of lime that the award a in Sect or (3) Using forced tabor in the performance tithe award or subawards under the award APPLICANT ORGANIZATION pity of torpus L.h1;sot Int Health Director DATE SUBMITTED etamad Form nae p ay. rsn sack System Agency Contract No. HHS000371500016 Under the Page 50 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2582•134C7-41BF•B7E0-FEIF772260EB CERTIFICATION REGARDING LOBBYING Cemfcabm Id Cmbada Gems. Loins. end Cocpemae Ageemmta The undersigned rendes lathe best el its a herbnawlea and belief Mat III Ib Federal aprrcedatedtunds niece/Jen end awe be pad by a on OeneeaIMe undevOned to any Pow for hpuenong a swamping :eminence en often a woven of in epency a Member Of Congressan eta, a employee of Congress. a an employee of a /Amber d Congress In mnnedon nth the aanatg el any Federal cermet the molting el any iedaalpurl. the malting dory Fader el leen Me enterers Intent any centurion Noumea and the extension pmtnuation renewal ammoment a malls lira deny Fetal coma. gram loan, a mmnalne agreement 121 N any funds tiler than Federal eppreaNMM funds haw been ped a will ha odd la any parson fa IdumehOa Memnon lolnhumce an casae aplayee o any Menet. a Member dCagms. an olllea a erpioyee d Confines et en empeyce da Rana al Gayest In connection WIN this Federal salla& gat loan. a conerauw agramnI. me underaped Oat complete and submit Standard foMALL 'Dledesum at Leaaylne ANMbea' h aaadanoe with Salnsanaane 1317he undealped shall regale that the language SRA «mecaecn beindudedin the ewrddaunenta fa all aubewade M all lenllndudho subcontracts iubfiants. and contractsunder Oras, loans and moperWw egreemadal and thei all subledpteta Ina certify end/Roden seaadhpy. This eedleSltn Ise menial maintain el led upon which relines oat placedwhen this Danner en made or enteredlnla Sunlisial dlM; cancan Ise preregdde rat making a antenna intolblsinmadien hpded by sedlen 1352, Me 31. U.S Coda. My person eta 1•19 tome he raallneeeifeatlen Mab be subject tee mall penny ons rocs Nan 510.000 and red mate then S100000 for each net 'shun Slaemed la Lean Quinn.. one Lean Mumu The anderslened 'littera the best anis a her knowledge and belief reel N any lends Mw been pad a wR be pall to of A' Omni to htuen dreg a anenerh5to logo mei On dicer a employes el any agency a Remnant Cmpess an otter a employee el Cmpaan a en enaoyw or it Member el Congress Si emanation with Nis commitment awldng for the United Sales le Insure a guarantee alan theundemlpled Oa cawiate and subnd Standard Pam LIS. 'Discloses* et Lobbying Actions "in aaadppa with dalmdmdlons SubmlKlpl et statement Ism aeleOasle la making enlerhg Info hlstransadlm Imposed by stale. 1352 ne31 U S Code My person whalaNs to Me the mailed statement shall be fuNed tos sal penny dna less Ian 510000 and nal morethen SIO0.000 la each sum laduta ' APPLICANTS ORGANIZATION kits of Corpus Christi • PRINTED eMME AND TITLE OF AUTNOR ZED REPRESENTATIVE Rena '�Fnd N:6 ame�Ina LIC 'Len Name ayaB6 ' Tale Health Director 'SIGNATURE Malde Name q Solar •"ATE System Agency Contract No. HHS000371500016 Under the Page SI of 66 2017 HURRICANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DucaSign Envelope ID: 272A2582.D4C7.41 BF-B7E0-FE1F772280EB ATTACHMENT G FFATA CERTIFICATION Fiscal Federal FundingAcceuntability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS. relies when reporting Information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an emoneais certification, DSHS may pursue all available remedies In accordance with Texas and USS law. Signor further agrees that it will provide Immediate written notice to DSHS if at any timeSignor teams that any of the certifications provided for below were erroneous when submitted or have since became erroneous by reason of changed circumstances. If the Slanor cannot setup all of the statements contained 1, this section, Manor must provide written notice to OSHSdetaBAta which of the belowstatementsjt cannot cesilfy and Me. legal tame of Contractor. FFATA Contact *1 Nam4 Bull and Phone Numbs. Primary Address of Contractor. FFATA Contact /r2 Name, BnaH and thane Numbs: 21P rods 9 -digits Required www.usps.com MONS Nanbm 9-dgtb Reedmd www.sam.eov 1 1 1 1 1I•1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 State of Teas Comptroller Vendor Identification N umber (VIN) 14 Dlghs 11111111_111111I Printed Name ofAuthorited Representative Annette Rodriguez Signature ofAuthorized Representative Title of Authorized Representative Health Director Date aepWmert S State loeah 5ervias Fromm acid -.eve 2015 System Agency Contract No. HH5000371500016 Under the Page 52 of 68 2017 HURt%ICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID: 272A2582-D4C7-415F-87E0-FE1F77226OEB Pis cal Federal Funding Accountability and TransparencyAct (FFATA) CERTIFICATION Asthe duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best d my knowledge. Did your organiztion have a grass income, from all sources, d less than $330,000 in your pre/loos tax year? ❑ Yes 0 No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No', answer questions "A' and "B" A. Cretit1ration Reiterant % of Annual Gross from Federal Awards, Did your organization receive r3 or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑Yes No B. Certification Relardlnn Amount ofAnnual Gros from Federal Awards. Did your organization receive $3 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes 0 No If your answer is "Yes' to both question "A" and "B", you must answer question "Cr. If your answer rs "No" to either question "A" or "B", skip question "C" and finish the certification. C CertglotionReRardire PublkAcoesstoCompensation Information Does the public have access to Information about the canpensation of the senior ececutives in your business or aga lzation (Inducing parent organization, all brandies, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of theSemzrties Exchange Ad d 1934 (15 U.S.C. 78m(a), 78a(d)) or section 6104 of the Internal Revenue Coded 1986?❑Yes No If your answer is"Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total canpenation of Na top five highly compensated officers below. Provide compensation infoneation here Remarried of elite Perth Services Fen 4734 -.Ins 2013 System Agency Contract No. HH50003715000I6Under the Page 53 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DoteSign Envelope ID: 272A2552-04C7-41BF-B7E0-FE1F772260EB ATTACHMENT H HES DATA Use AGREEMENT This Data Use Agreement ("DUA'), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Teras Health and Human Services Enterprise agency ("HHS'), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Infrnnatinn with CONTRACTOR, and describe COXIRACTOR's rights and obligations with respect to the Confidential Information 45 CFR 64.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information, on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions orUniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFL\TTIOYS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104491 (42 U.S.C. §13204 et seq.) and regulations thereunder in 45 CER Parts 160 and 164, including all amendments, regulations and guidance issued thereafter, The Social Security Act, including Section 1137 (42 U.S.C.. §§ 13206.7), Title XVI of the Act The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1958, 5 C.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB hlemorandum 07.IS; Texas Business and Commerce Code Ch. 521; Texas Government Code; Ch. 552, and Texas Government Code §2054..1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized Use?' means a Person; (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or anal ze Confidential Information pursuant to this DUA; Cit:a t.'s_ x x'101 ii?d'r C z::n:b,c tibm;hw' () til_•,- 20;:T TACCIE System Agency Contract No. HH5000371500016 Under the Page 54 of 68 2017 HURRICANE PUauC HEALTII CIUSIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2562-D4C7-41BF-137EO-FE1F772260EB (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information- and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaiwne to the Confidential Informatiog as required by this DUA. "Confidential Information" means any communication or record (whether oral, mitten, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may, foram Au hctimdPumose. create, receive, whoa, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) protected Health Informann in any form including without limitation, Electronic Protected Health informatiog or Unsecured Protected Health Information (herein "PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Infoematiog; (5) Inndindually Identifiable Health Infirmating as related to HIPAA, Texas HIPAA and personal Identif ine Information under the Texas Identity Theft Enforcement and Protection Act; (6) information; Social Security Administration Data, including, without limitation, Medicaid (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative" ofthe Individual, as defined by Texas law, including as provided in 45 CFR 435.923 @ledicaid); 45 CFR 164.502(gxl) (HIPAA); Tex Occ. Code § 151.002(6); Tex H. & S. Code §166.164; and Estates Code Ch. 751 ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTLAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR ogees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to preterit any portion of the Confidential Information from being used in ENS Data Coe A•:;v:mentO '0! ”if?..1A pa:c1n Cempina:a 0ttuber.'(0 l:iCCH C VERSION ION System Agency Contract No. HHS000371500016 Under the Page 55 or6B 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT. DocuSlgn Envelope ID; 272A2582.04C7.418F-87E0-FEIF772260EB a manner that is not expressly an Authonzed Purpose under this DL'Aos as Remised by Lan: 45 CFR 764.501(6)(1); 45 Cil? 164514(4) (B) Except as Required by Law, CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any persosl or other entity; other than .authorized User's \Vodf'crc. or Subcontractors (as defined in 45 CFR 160103) of CONTRACTOR retro have completed traimaa in confidentiality, privacy, security and the importance of prompt, reporting any Evens or preach to CONTRACTOR'S management, to carry out CONTRACTOR's obligations in connection with the Authorized Pmoosti. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and requirements. CONTRACTOR will produce evidence of completed training to HHS upon request 45 CRR- 164.308(a)(S)0); Teaar Health & Safer Code 1181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions aeainat any member of its Worlforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will mawtaitt evidence of sanctions and produce it to HMS upon request4S CFR 164.308(0(100(C); 166330(e); 164.4100); 164.5300)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or protide access to any Confidential information on the basis that such act is Regpired kp Law without notifying either HHS cr CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request 45 CFR 164.50((e)(2)(ti)(A) (E) CONTRACTOR will not attempt to re -identify or further identify Confidential informatiog or➢e-identified Information, or atternptto contact any Individuals whose records are contained in the Confidential Information except for an Authorized Propose, without express written authorization from HHS or as expressly permitted by the Base Contract 45 CFR 164502(d)(2)(f) and (d) CONTRACTOR will not engage as prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(31 and (4); Texas Health & Safety Code Ch.181.002 (F) CONTRACTOR will not permit, or enterinto any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authn'ind Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(6); 164.504(e)(1)(i) and (2). (0) CONTRACTOR is directly responsible for compliance with, and enforcement of all conditions for creation, maintenance, use, disclosure, transmission and Destruction of ?iiiS Ap:re.:.,,,.c0'IGt: FAC CHO_ .910.`. f15 System Agency Contract No. HHS000371500016 Under the 2017 HURRICANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Page 56 of 68 DocuSlgn Envelope ID: 272A2582•D4C7-41 BF-B7E0-FEtP772260EB Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, a seq. (H) If CONTRACTOR maintains EFH in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a DesignstedRecord Set upon request. CONTRACTOR will protidePHI to an higaitagl, or Lesallv Authorized Representative of the Iggl137dual'aito is requesting fig in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR. «ill release PHI in accordance with the j4IPAk Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other csifigsgit tnfa�tign in CONIRACTOR's possession available pursuant to the requirements of Mace other applicable law upon a determination of a $tom ofunsecmedPHI as defined in HIRAA CONTRACTOR will maintain an accounting of all such disclosures and provide it to FEES within 48 hours of E*18 request 45 CTR 164.524and 164.304(e)(2)(1(4). (I) If PHI is subject to this Agreement, CONTRACTOR will male E)fI as required by )iIPAa available to FIBS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPA. . 45 CFR 164.504(e4(2)(tiJ(E) and (F). (1) !EMU subject to this Agreement, CONTRACTOR will document and make available to HHS the Eli required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the)lIP.AAPrivac• R eqi Infirm 45 CFR 164.504(e)(2)01)(G) and 161528. (K) If CONTRACTOR receives a request for access, amendment or accounting of from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the F$PAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of EH] and provide it to HHS within 48 hours of HHS' request. 45 CFR 164404(4)(2). (L) CONTRACTOR will provide, and will cause in Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 T.4C202. (M) Except as otherwise limited by this DLA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Infbrnmtirro CONTRACTOR may disclose EFS for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities., it 45 CFR 164.504(e)(4)(.4). L gen S. v_seItimr. f101:iirP.AA L9-_nh G�rr,L•^•Oc:'I;=s, .^.vi_ ;ACC -UG V_R516`: 13f49 .t :I5 System Agency Contract No. HHS000371500016 Under the Page 57 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope l0: 272A2582.04C7.41 BF•B7E0•FE1 F772260E8 (1) Disclosure is eouued by Law pronded that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity with (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the mfcrmation only as jteouired kw Law or for the Authorized Purpnae for which it was disclosed to the Emma; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Mach of Confidential Infonnatmn ofwihichthetaEQ= discovers or should have discovered with the exercise of reasonable diligence.. 45 CFR 164.504(e)(4)4(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS, use commercially reasonable efforts to use PHI to provide data aggregation services to HEIS, as that arm is defined in the HIPAA, 45 CFR §164.501 and permitted by MA. 45 CFR 1645O449(2)(M (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to AHS or Destroy. at HEIS's election and to the extent reasonably feasible and permissible by law all Confidential Information received from HEIS or created or mawained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information_ CONTRACTOR will certify in amine to HHS that all the Confidential Information that has been created, received, maintamed, used by or disclosed to CONTRACTOR has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONIRACIOR is not obligated to send to HHSC and'or Pesetas' any. Confidential. Information if federal law, state law; the Texas State Libras• and Archives Commission records retention schedule, tailor a litigation hold notice prohibit such deliver' or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately moat' HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUAto the Confidential Information and limit its father uses and disclosures to the proposes that make the return delivery or Destructing of the Confidential Information not feasible for as lone as CONTRACTOR maintains such Confidential Information. 43 CFR 164.504(e)(_s)(e)(3) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information m a secure fashion that protects against any reasonably anticipated threats or hazards to the security cr intearity of such information or unautlsonied uses. 45 CFR 164.306;164.330(x) IftiS Dat: L'a-. Aaaei 0"10; i ^?°.AA. 0:1=:11-2v, Cc,n,.Lr:t TACC'i-10 ;: c`o. IcN Paz System Agency Contract No. HH5000371500016 Under the Page 58 of U 2017 HURRICANE Punic HEAaT11 CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582-04C7-41BF.137E0•FE1F772260EE (Q) If CONTRACTOR accesses, transmits, stone, and -or maintains Confidential Iafotmatioa CONTRACTOR will complete and return to HITS at infoseeuthy hhsc.stettt .us the HHS information security and privacy initial inquiry (SN) at Attachment I . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monstcSg by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of nit CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NISI) Special Publication 300-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Iafonnatima and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 43 CFR 164.30& (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to presale and mainain the confidentiality, integrity, and availability of the Confidential Information, and with respect to Pa as described in the jUPA4 Privacy and Security Regulations or other applicable laws or regulations relating to Confidential Iufonnation to prevent any =authorized use or disclosure of Confidential Information as lone as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.303 (admLtihmive safeguards); 164.310 (physical safeguards)); 164.312 (technical safeguards); I64.330(c)(prt acy sgfegumdr). (S) CONTRACTOR will designate and identify, a Person or Persons, as Miran' Official 43 CFR 164.530(a)(1) and jnformautm SeruritvOfficial, each eats= is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HITS request. 45 CFR 164.3080(2). (I) CONTRACTOR. represents and warrants that its Authorized Users each have a demonstrated need to blow and have access to Confidential Information solely to the minimum extent net minty to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertamine to the Confidential Information contained in this DUs. 45 CFR 164.502; 164.514(d). (U) CONTRACTOR and its Subcontractor! Intl maintain an updated, complete. accurate and numbered last of Authorized Users their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as duetted, upon request. Ft??' nota 7;, G -;C ,'bc,.6x:. CL 7ACCHO VERSUY Prz,c• ,) System Agency Contact No. HHS0003715000I6 Under the Page 59 of 68 2017 NURRiCANE PUBLIC HEALTII CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DoanSign Envelope ID: 272A2582•D4C7-41BF-B7E0-FEIF772260EB (7) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Hre of Confidential Information and an incident response plan for an Fent or Breach, to comply with the privacy, security and breach notice requirements of this DUA priorto conducting work under the Statement ofwork. 43 CFR 161.308; 164.316; 164.514(4);16•.530(0W. (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential j0formaligg received from, created by; or received, used or disclosed by CONTRACTOR for an Authorized Pumyse for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(4 (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of PFS in accordance withHtP.AA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretan• of the U.S. Department of Health and Human Services, or other federal or state lay. 45 CFR 164.304(a)(2% (I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic farm, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Enennthon at an appropriate level. If required by rule, regulation or lsi; HITS Confidential Information at rest requires F.nm'otion unless there is other adequate administrative, technical, and physical secunryt All 'ketonic data transfer and communications of Confidential ressmatan will be through secure systems. Proof oft stem, media or device security andin Encryption must be produced to HHS no later than 45 hours after HHS's written request in response to a compliance mvesti¢ation, audit or the Qiscorery of an Lunt or preach . Other ise, requested production of such proof will be made as agreed upon by the parties. De -identification ofHHS Confidential Information is a means of security. With respect to de -identification of BEL "secure" means de -identified =online to HIPAa Privacy standards and regulatory. guidance. 45 CFH 164.311;164.530(4). (Z) For each type of Confidential lnfr'rmatioa CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following haws rules and regulations, only to the extent applicable and required by lair Title 1, Part 10, Chapter 202, Subchapter 8, Texas Administrative Code;. The Privacy Act of 19)4; O? 3 Memorandum 01-16; HFiS Da;:; ..:e:=.zeeuv>n• 3?Gi5:i1vA?. OrrArte Oaalwr, 20:5 TACCHO System Agency Contract No. HHS000371500016 Under the Page 60 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSlgn Envelope ID: 272A2582-D4C7-416F-87E0-FE1 F772260E6 The Federal Information Security Management Act of 2002 (FISNLA); The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DU A; Internal Revenue Publication 1075 — Tan Information Security Guidelines for Federal, State and Local Agencies; National Institute of Standards and Technology (NISI) Special Publication 300-66 Revision 1 —An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • MST Special Publications 300.53 and 300-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 30047 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 300.35, Guidelines for Media Sanitization; • MST Special Publication 300-I11, Guide to Storage of Encryption Technologies for End User Devices capturing PHI; and Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying InInformation it creates, receives, maintains,. uses, transmit, destroys and'or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory- standards identified in Section 3.01(2), and jnditidualty Identifiable Health Inkmaien CONTRACTOR creates, receives, maintain', uses, transmits, destroys and or discloses in accordance with jjIPA.a and other applicable regulatory standards identified in Section 3.01(Z).. ARTICLE 4. BREACH NOTICE. REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to IMS. 45 CFR 164.400414. (A) CONTRACTOR will cooperate filly with HHS in investigating, mitigating to She extent practicable and issuing notifications directed by HHS, for am' &t -or $reach of Confidential Information to the extent and in the manner determined by HHS. F_'3 Dao l: ce Ari. en:car. C l 01 i3L°_3, OrrIta_ Cc:,;Ian: Ocidse. _0t _ of 1 System Agency Contract No. HHS000371500016 Under the Page 61 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuaIgo Envelope ID: 272A2582-D4C7.4113F-B7E0-FEIF772260EB (B) CONTRACTOR'S obligation begins at ther/isrovert of al Eteni or Breach and continues as lone as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 OR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal informatics, including Without limitation, Federal Tax InibrmatirnSOCL Secwdv Ad.— atiao Dom, and Medicaid Chem Information. Within the first, consecutive clock hour of -scoven, and for all other types of Confidential Information not more than 24 hours after Discovery or inatimeframe otherwise approvedbyHHS intuiting, initially report to HHS's Privacy and Security Officers via email at pritagrtBHSC.state.tcus and to the HHS division responsible for this DIA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07.16 as cited in MSC -CMS Contracts for utfermation evrhenge. (b) Report all information reasonably available to CONTRACTOR about the Faint or Breach of the privacy or security of Confidential Infrnnmion 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who Will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacyg.HHSC.state.t.us and to the HHS division responsible for this DUs, including all reasonably available information about the Even or Breach, and CONTRACTORS investigation, inclndine without limitation and to the extent availably For (a). ON Mom 45 CFR 164.400-114. (a) The date the Ems or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Dixnveq• (c) A brief description of the g vent or Breach: including how it occurred and who is responsible (or hypotheses, if not yet determined); (d) A brief description of CONfRaCIOR•s investigation and the status of the investigation; (e) A deaenpton of the types and amount of Confidential Information involved; NHS i7;Puev: C11015i 11TAA CL s6;. Crngh._.; Oci,:Fer, :015 t ACCaO'„iiRSION 9 c:F15 System Agency Contract No. HHS000371500016 Under the Page 62 an 2017 HUIUUCANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID` 272A2582-D4C7-4113F-BIE0-FEIF772260EB (f) Identification of and number of all Individuals reasonably believed to be affected, including fast and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age, telephone number, and email address ifit is a preferredcontact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR'S initial risk assessment of the gsst or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of ntether there is a low probability of compromise of the Confidential k Baan or whether any legal exceptions to notification apply; (h) CONTRACTOR'S recommendation for HHS's approval as to the steps Individuals and' or CONTRACTOR cn behalf of Individual`, should take to protect the Individuals from potentialliarm, including without limitation CONTRACTOR's provision of notifications, aedit protection, claims monitoring and any specific protections for a Levelly Authorized Representative to take on behalf of an Jnditidual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, R'orlforce. Subcontractor or Individuals and any law enforcement that may be involved in the tsnl or &win (I) Areasonable schedule ferCONTRACTOR toprovide regular updates during normal business hours to the foregoing in the bane for response to the gam or $rLiS16 but no less than every three. (3) business days or as otherwise directed by FIRS, including infonnaticn about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and "ten such activities are expected to be completed; and (in) Any reasonably available, pertinentinfmmation,documewor reports related to an gam or Breach that NHS requests following Discovery. 4.02 Investigation, Response and \litigation. 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR nt8 immediately conduct a full and complete investigation, respond totthe merit or Breach commit necessary and appropriate staff and resources to 1iii.`, llzn.:e.1s_c:uuxu:T101:ii AA Cb..-.Lun Ce;sstleni 0;a6er 2015 T.4CCHO l Ei s1ob: Pace System Agency Contract No. HHS0130371500016 Under the Page 63 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS 'REPONSE COOPERATIVE AGREEMENT GRANT Coconign Envelope ID:272A2582-D4C7-41BF-B7E0-FE1F772260EB expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction ofHHS. (B) CONTRACTOR will complete or participate m a risk assessment as directed by HHS following an Event or Breach and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and or proeeediags by state and federal authorities Persons and or Individuals about the Event or Bauch, (1)) CONTRACTOR will filly cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective 4mtionPlan if directed by HHS undone Base Contract 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Indhiduals), 164,406 (Media); 164.405 (Authorities) (A) HMS may direct CONTRACTOR to provide Read notification to Individuals, regulators or third -parties, as specified by HHS fe0owine a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONrRACTOR's notice meets all regulatory regwrements regarding the time, manner and content of any notification to Individuals regulators or third -parties, or any notice required by other state or Metal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR Notice letters will be in CONTRACTOTG name and on CONTRACTORs letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR'S representative, an email address and a toll-free telephone number, if required by applicable law; role, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (0) CONTRACTOR will have the burden of demonstrating to the reasonable satisfactionofHHS that any notification required b•HHS was ninety suede, If there are delays outside of CONTRACTOR'S control, CONTRACTOR will protide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements m CONTRACTOR, HHS shall, in the time and mariner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. FSS Da:a C=. e Agtaeanan-_OiSEir-\Oer:cw; Ccil l_ra (kb6a:..C!i5 TACCE-10 VERSION Pane :1 rf ii System Agency Contract No. HHS000371500016 Under the Page 64 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DataSign Envelope ID: 272A2582-D4C7-4113F-87EO-FE1F772260EB ARTICLE 3. STATEMENT OF WORK 'Statement of Work" means the semces and deliverables to be performed or provided by CONTRACTOR, or cn behalf of CONTRACTOR by its Subcontractor or agents for HHS that are described in detail in the Base Contract The Statement of Work, including any fomre amendments thereto is incorporated by reference in this WA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.D1 Oversight of Confidential Information CONTRACTOR aelmowledges and agrees that HHS is entitled to oversee and monitor CONTRACTORS access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confum that CONTRACTOR is in compliance with this DL'A. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any tune upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or Ibmughit5 agent, will have the right to inspect the facihtees, systems, bot and records of CONFRACTORto mania compliance with this DUA. For purposes of this subsection, HMS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6,04 Term; Termination of DCA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shell be extended or amended concurrent with such extension or amendment (A) HHS may immediately terminate this Dt'A and Base Contract upon a material violation of this DI:A. (B) Termination or Expiration of this DUA will not relieve CONFRACTORofits obligation to return or Destroy the Confidential Informati'q as set forth in this DUA and to continue to safeguard the ragfidgmakimmming until such time as determined by HIM. (C) If HES determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion ih FACCHO V YSiOs: -..fA System Agency Contract No, HHS000371500016 Under the Page 65 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSign Envelope ID: 272A2582•124C7-41BF•B7E0-FE1 F772260EB (1) Exercise any- of its rights including but not Sited to reports, access and =peahen under this DUA and or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan &r monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HES; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation, the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (0) If neither termination nor cure is feasible, HHS shall report the violation to the Secretor: of the U.S. Department of Healh and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is pestroved orretumed to HHS, as required by this DUA. 6.05 Governing Law, Venue and Litigation (A) The validity, consvuction and performance of this DUA and the legal relations among the Pastes to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the tents of this DUA nith respect to the Confidential Information or a provision of HIP.AA or other lava or regulations applicable to Confidential Information. (B) CONTRACTOR further ages that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or in Subcontractors failure to comply. Accordingly, CONTRACTOR agrees that HIIS will, in addition to any other remedies available to it at law or in equity; be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. Fii'.S ➢arU eA.pse:ue7t 0 iii' iPAA tic:.Lu: C-nti,r:t 20I5 L' :CHO Frye i3 of S System Agency Contract No. HH5000371500016 Under the Page 66 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DonnSign Envelope ID: 272A2582•D4C7-41BF•B7E0•FEIF772260EB 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and %idiom waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental amity, and in accordance with the limits of the Texas Ton Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or selfmsures with policy limits in an amount sufficient to cover CONTR4CTORs liability arsine under this DUA. CONTRACTOR will request that HHS be named as an additional insured. MSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA. if CO.TRACTOR fails to maintain insurance.. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is is effect, at the request ofHHS.. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute. contract Station, )iv' r Reath, default, misrepresentation, or injunctive action, in commotion with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred m that action or proceeding. 6.09 Eudrety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA ander Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law, regulation or rule„ upon the active date of such change, this DUA shall be deemed tb have been automatically amended, interpreted and read so that the obligations imposed on HHS and•or CONTRACTOR remain in compliance with such changes. Any ambiguity in t iSDIM will HES Eb _, 1.-x., i. =ane:,: wank::, 2015 TACO HO VERSION ?;-e loci 5 System Agency Contract No. HHS000371500016: Under the Page 67 or6S 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT DocuSIgn Envelope ID: 272A2582-D407-418F-B7E0-FE1f772260E8 be resolved in favor of a meaning that permits MKS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. RES Dra :e?. Y=_mem: 0-'2FEI:P AOn ibt f.-mplisrs 0=-oba.,:vi 7ACC90 VEFSION F.v=a If c£ 15 System Agency Contract No. HH5000371500016 Under the Page 68 of 68 2017 HURRICANE PUBLIC HEALTH CRISIS RESPONSE COOPERATIVE AGREEMENT GRANT Certificate Of Completion Envelope id: 272A256204C7419F87E0FE1F772260E6 Subject: New $420,642; HHS00D371500018; Corpus Christi Source Envelope: Document Pages: 84 Certificate Pages: 2 AutoNev: Enabled Envelopetd Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Status: Sent -Nueces County Public Health District : CMS/CoAg LHD Signatures: 0 Initials: 0 Record Tracking Status: Original Holder. Texas Health and Human Services 1110/2019 8:44:13 AM Commission PCS_DocuSign@hhsc.state.lx.us Signer Events Signature Annette Rodriguez ennetterecctexes.cam Health Director City of Corpus Christi Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Nal Offered via DecuSign Imelda Garde Imeldam.garcla dshs.texas gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Nat Offered vie DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Elisio Wiley Etisha,Wiley@hhsc slate.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Nal Offered via DocuSIgn Signature Status Status Status Status Status Sara Mosqueda sara.mosquedarffidshs.texas.gov Security Leval: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED Docu lsrceere Envelope Originator Texas Health and Human Services Commission 1100 W. 49th SI. Austin, TX 78756 PCS_DocuSign@hhsc.slateux.us IP Address' 167.137.1.14 Location: DocuSign Timestamp Sent: 1110/2019 8:48:49 AM Viewed:1/10/201912:41:43 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 1/10/2019 8:48:48 AM Sent: 111012019 8:48:45 AM Viewed: 111012019 80919 AM Carbon Copy Events CMS Crisis CoAg Mailbox CMSCdslsCaAg@dshs-lexas.gov Security Level= Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSlgn Dante Gonzalez Danlegaicclexes,wm Security Levels Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Payment Events Status COPIED COPIED Signature Status Hashed/Encrypted Status Timestamp Sent 111012019 8:48:45 AM Sent 1/10/2019 8:48:49AM Viewed: 1/102019 9:48:54 AM Timestamp Timestamps 1/10/2019 848:50 AM Timestamps AGENDA MEMORANDUM First Reading Ordinance the City Council Meeting of February 12, 2019 Second Readina Ordinance for the City Council Meetina of February 19. 2019 DATE: January 22, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for the Del Mar College Small Business Development Center (SBDC) CAPTION: Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $300,000 for their Small Business Development Center program over two years; appropriating $300,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. PURPOSE: Provide a grant from the Type A fund to the Del Mar College SBDC program to assist small businesses start and grow and thrive to create jobs and investment within the City. BACKGROUND AND FINDINGS: The Small Business Development Center (SBDC) is housed at the Del Mar College location on Staples Street across from Ray High School. The primary goal of the center is to provide technical support that businesses need, when they need it, and for however long they need it. Some clients have been working with the Center for over 20 years. The Center is here for the life of the business. As businesses grow and move on to new levels, they have new issues, challenges, and opportunities that require expert guidance. The SBDC, up to this point has been completely funded by State, Federal and Local (DMC) dollars. Recent changes in outside funding stream (State) has necessitated the need for more local funding to support the efforts and preserve critical metrics produced by the center for the Coastal Bend Community. ALTERNATIVES: The Board may choose to not fund this grant. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This is compliance of the Type A Guidelines. EMERGENCY/NON-EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 150,000 150,000 300,000 BALANCE Fund: Type A RECOMMENDATION: Staff and the CCREDC Board of Directors, and the Type A Board recommends approval of this grant. LIST OF SUPPORTING DOCUMENTS: Letter — DMC Proposal — DMC Letter — CCREDC Board Page 1 of 2 ORDINANCE Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $300,000 for their Small Business Development Center program over two years; appropriating $300,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") and Del Mar College ("Del Mar") providing a grant of $300,000 to fund Del Mar's Small Business Development Center to help small businesses start and grow and thrive to create jobs and investment within the City over two years as approved by the Type A Corporation on January 21, 2019, is approved. SECTION 2. That $300,000 from the unreserved fund balance in the Fund No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Del Mar to help fund their Small Business Development Center Program. SECTION 3. That Ordinance No. 031548, which adopted the FY 2018-2019 Operating Fund, is amended to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $150,000 for a business incentive grant from the Type A Corporation to Del Mar. This ordinance takes effect upon City Council approval on this the day of , 2019. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary @BCL@700EA1 FC SBDC Joe McComb Mayor Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary @BCL@700EA1 FC SBDC Joe McComb Mayor SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR DEL MAR COLLEGE'S SMALL BUSINESS DEVELOPMENT CENTER This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar College, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle Cl (Chapters 501 — 507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on February 19, 2018, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on April 17, 2018; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which will help fund the Small Business Development Center (SBDC) within the City to continue to advise and help small businesses start, grow, and create jobs and investment within the City over two years; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. Page 1 of 7 @BCL@D00E3041 2. Term. a. The term of this Agreement is for two years from January 1, 2019, through December 31, 2020. b. This Agreement may be extended at the option of the Corporation for an additional one- year term, contingent upon annual appropriation of funds. 3. Performance Requirements and Grants. Del Mar shall operate, on a continuous basis, the SBDC to advise and help small businesses start, grow, and create jobs and investment within the City. The SBDC will operate with regular business hours, at least 40 hours per week, throughout the term of this Agreement. The grant shall be $300,000 paid over two years at $150,000 per year. The Corporation will pay the $150,000 for each year in January to Del Mar. Del Mar will maintain current staff levels to the best of its ability and contribute at least $150,000 annually to the SBDC for the term of this agreement. Del Mar will display signage that states that they are recipients of Type A funding. This signage will be provided to Del Mar by the Board and will be displayed in a location that is visible to a visitor to their Center for Economic Development on Staples Street. 4. Living Wage Requirement. In order to count as a permanent full-time job for purposes of annual reporting, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institute of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle Cl (Chapters 501 — 507), Texas Local Government Code, on the State's website, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. Page 2 of 7 @BCL@D00E3041 e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120" day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non -Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. Page 3 of 7 @BCL@D00E3041 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 15. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of Page 4 of 7 @BCL@D00E3041 this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College: Del Mar College Attn: Lenora Keas Vice -President of Workforce Development and Strategic Initiatives 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. Page 5 of 7 @BCL@D00E3041 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 @BCL@D00E3041 APPROVED AS TO FORM: day of , 2019. Assistant City Attorney For City Attorney Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Scott Harris President Rebecca Huerta Assistant Secretary Del Mar College By: Date: Lenora Keas Vice -President of Workforce Development and Strategic Initiatives THE STATE OF TEXAS COUNTY OF NUECES § § § This instrument was acknowledged before me on , 2019, by Lenora Keas, Vice -President, Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. Notary Public State of Texas Page 7 of 7 @BCL@D00E3041 DEL MAR COLLEGE Foundation Dreams. Delivered: Board of Trustees Ewcutive Committer President Gabriel Guerra Va r President Darcy Schroeder Secretary Rosie Collin Treasurer Larrti Hale Past President Todd M. Walter Troy Bethel Ajit David Dr. D. Scott Ellrft Paulette Kluge C. Michelle Unda Board Member, Chris N. Adler S Indra Alvarez Kaushik "Charlie" Bh.tkta Dr. Joyce Freeman Regina Garcia-Posada Dr. Mary Jane Garza Susan E. Hutchinson Terry Mills Julio Reyes Eloy H. Salazar Eugene'. Seaman Susan Temple ken Tres inn lain Vasey Trustee Emeriti Willie J. Kosarek Judge S. Loyd Neal, Jr. Bernard A. Paulson Sylvia Whitmore Robert C. Wolter Posthumous Trustee Emeritus Dr. Howard F. Barth Jeff Bell Nettie Ruth Hoskins Mark H. Hulings Norma Urban IJ1�1 FOUNDATION Del Mar C:ollcso Foundation. lac.. 101 Baldwin Blvd. Corpus C:hristi. TX -8404-389- (361) 08-1117 FAX (361) 698-1257 /otr rolationidelmar. edu tr. at sae: del near edit Mary C. MMQuccn. CFRF. lixccutive Director of De%clopmcnt September 5, 2018 Mike Culbertson City of Corpus Christi Type A Board 1201 Leopard Street Corpus Christi, TX 78401 RE: Small Business Development Center Dear Mr. Culbertson, Del Mar College and the Del Mar College Foundation respectfully request City of Corpus Christi Type A funding support in the amount of $300,000 to maintain Small Business Development Center (SBDC) operations at the current level for the next two years. The SBDC provides no -cost, confidential business advising to local small businesses, supporting both new business creation and business expansion. Over the past three years, 749 jobs have been created through these efforts, averaging 250 jobs per year. In the same time period, 342 jobs have been retained as these small businesses receive critical counseling to ensure their financial stability. Type A funding for this initiative would allow the SBDC to continue supporting our local small businesses. Specifically, this funding would support two certified advisor positions for the next two years as well as a portion of the benefits for those positions. The information small business receive through the SBDC is critical to their survival and expansion. Please do not hesitate to contact us if you need additional information at 361-698-1032 or email nuncqueen2a deltnar.edu. Sincerely, gia„ Lenora Keas VP for Workforce Initiatives Del Mar College Mary C. McQueen, CFRE Executive Director of Development Del Mar College Foundation Small Business Development Center at Del Mar College Proposal for Support Del Mar College (DMC) and the Del Mar College Foundation (DMCF) respectfully request support in the amount of $300,000 over the next two years at $150,000 per year to assist in funding the Small Business Development Center (SBDC) at Del Mar College. This grant will help support the salaries and benefits for two certified advisor positions. Small Business Development Center The Small Business Development Center (SBDC) has been operating in Corpus Christi since 1989. The SBDC originally was housed at the Corpus Christi Chamber of Commerce. During the late 1990's SBDCs nationwide migrated to universities and colleges to increase client reach and operational effectiveness. With economic development as a component of the Del Mar College's mission, the College has supported a portion of SBDC operations over the past 20 years and the center has continued to expand. The SBDC is a non-profit resource for both start-up and existing businesses in the Coastal Bend. The Center serves to foster small business success through the following services: • No cost, one-on-one, confidential business advising from Certified Advisors • 125+ workshops and training events each year focused on relevant business needs • Personalized assistance with business plans, financial projections, market research, permit and licensing information The SBDC works with multiple sized organizations, from micro -enterprises to businesses with up to 499 employees. Clients include technical companies, specialty medical services (Dental, Dermatology, Pediatrics, etc.), personal services, and construction as well as a wide variety of retail and small service businesses. The SBDC has assisted clients with business proposal projects starting as low as $3,000 up to $40 million. These client businesses generate sales from several thousand dollars annually to over $25+ million. Currently 97% of the businesses in Corpus Christi are considered "small business" by the Small Business Association (SBA). The primary goal of the SBDC is to provide the critical technical support businesses need, when they need it, and for as long they need it to be successful. The SBDC has worked with some clients for over 20 years because as businesses grow, they face new issues, challenges and opportunities that require expert guidance. Current Need Historically the SBDC has been funded by Federal (SBA), State (through the University of Texas -San Antonio) and Local (Del Mar College) investment with a total funding level of $675,981 in FY 2017. Respective investment amounts were Federal at $125,000 (18.49%), State at $421,615 (62.37%) and DMC at $129,366 (19.14%). DMC also provides office space, utilities and IT support at no charge. The College's monetary investment covers the cost of the SBDC director and another 1/2 position. The combined contribution of direct funding and in-kind services from DMC was over $450,000 in 2017-18. Page I 1 In 2018, the State of Texas reduced its funding by $191,395. To preserve SBDC critical services, Del Mar College increased its support by $159,895 more than doubling its investment. Unfortunately, that still resulted in a loss of over $30,000 in available SBDC operating funds for the year. While Del Mar College committed to the drastic increase in funding to retain the existing SBDC staff for FY 2018, the College will not be able to sustain that increased level of investment out of its operating funds. These funds were diverted from other College needs. Efforts are underway to work with the State to resume its historic funding level in support of small business development needs. This Type A request seeks funding for two years to retain the level of services provided by the SBDC while this Legislative initiative is underway. To complicate the issue, demand for the SBDC services was at a historic high in FY 2017-2018. Since Hurricane Harvey demand has increased beyond expectations. The existing staff is working diligently to maintain mission critical activities while attempting to meet the new disaster -related demand from clients requiring business disruption assistance or those facing unplanned expansion to address increased demand for products or services. The bulk of businesses requesting disaster assistance come from within the City of Corpus Christi. SBDC Proposal Request The Small Business Development Center is truly an economic development organization as it provides critical support for area business success. Del Mar College and the Del Mar College Foundation request the Corpus Christi Type A Board provide funding to bridge the State's reduction in funding with an investment of $300,000 at $150,000 per year to support two certified advisor positons and a portion of the benefits allocations for each to help covers health insurance over the next two years. Del Mar College will maintain an investment level of $150,000 per year, which represents a 16% increase over historical levels in order to maintain SBDC operations and continue to provide the in-kind contribution valued at over $150,000 annually for a combined total of $300,000. Del Mar College is actively working with State agencies to locate funding which would return the State's investment to previous levels. Below is a chart of the current and proposed funding levels from all partners for SBDC. Funding Source for SBDC FY 2016 FY 2017 FY 2018 Proposed FY 2019 Federal (SBA) $116,043 $125,000 $125,000 $125,000 % of Total 17.86% 18.49% 19.40% 19.08% State (UTSA) $408,008 $421,615 $230,220 $230,220 % of Total 62.81% 62.37% 35.72% 35.14% Local (DMC) $125,535 $129,366 $289,261 $150,000 % of Total 19.33% 19.14% 44.88% 22.89% Type A 0 0 0 $150,000 % of Total 0 0 0 22.89% Total SBDC Funding $649,586 $675,981 $644,481 $655,200 Page 12 Economic Impact and Creating Jobs SBDC has been highly effecting in adding jobs and retaining small business jobs, averaging 250 new jobs and 114 retained jobs annually over the past three year. Below is a 3 -year synopsis of SBDC results. If funding is approved, these metric measures would be used to report the outcomes of the Type A investment. Metric Measure 3 -Year Output Average per Year # of Advisors Average per Advisor per Year New Business Created 110 37 5 7.4 Business Expansion 63 21 5 4.2 Jobs Created 749 250 5 50 Jobs Retained 342 114 5 22.8 # Loans/Equity 276 92 5 18.4 $ Amount of Equity Capital $32,249,600 $10,749,833 5 $2,149,967 Change in Sales $55,423,099 $18,474,366 5 $3,694,873 Total Advisor Hours 13,364 4,455 5 891 Clients Advised 676 344 5 68.8 Training Event 442 147 5 29.4 Training Attendees 6,899 2,300 5 460 The economic impact due to the professional services the SBDC provides small and growing businesses is evident throughout the community. The direct economic impact of the new and retained jobs over a five year period is $96,623,780 with the indirect impact of the increased equity capital and change in sales over a five year period at $150,570,874 for a combined total of $247,234,038. SBDC Budget Del Mar College Foundation is requesting $300,000 in Type A funding over the next two years to support the SBDC at $150,000 per year. A detailed budget is provided below. Del Mar College will continue to provide office space, utilities and IT support valued at $150,000 for SBDC in addition to investment level of $150,000 per year for staffing support Small Business Development Center — Proposed Budget FY 2019 Director (1) $ 80, 000 Program Coordinator (1) $ 53, 000 Certified Advisors (3) $171,000 Rural Program Manager (1) $ 64,000 Rural Business Advisor (1) $ 53,000 Administrative Assistants (2) $ 67,800 Benefits Allocation (28%) $135,000 Travel (Training, meetings with small business clients) $ 24,000 Supplies $ 200 Other (postage, telephones, copier lease, etc.) $ 7,200 Total Budget $655,200 Page I 3 Del Mar College and Del Mar College Foundation recognize the incredible positive impact Type A funds have made in community development and job expansion. DMC and DMCF ask that support be continued with an investment in the SBDC for the next two years. Page 14 AGENDA MEMORANDUM First Reading Ordinance the City Council Meeting of February 12, 2019 Second Readina Ordinance for the City Council Meetina of February 19. 2019 DATE: January 22, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for the Del Mar College Contract Resource Center (CRC) CAPTION: Ordinance approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $133,000 for their Contractor Resource Center program; appropriating $133,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. PURPOSE: Provide a grant from the Type A fund to the Del Mar College Contractor Resource Center (CRC) program to assist small businesses bid for existing and upcoming large industrial opportunities. BACKGROUND AND FINDINGS: Del Mar College proposes to create/staff/support a specific technical assistance program with a Contractor Support focus. This Contractor Resource Center (CRC) will be housed within the Del Mar College Center for Economic Development building on Staples Street. The lead advisor for this program will have extensive experience with large industry qualification standards, processes and requirements. Services will be delivered primarily via one-on-one advising as so many of these topics and issues are going to be unique to each business and confidentiality will be paramount. The goal of this effort will be to prepare as many as possible of the local contractors to be viable business vendors for existing and upcoming large -industry opportunities. Nueces County has over 2,200 construction/manufacturing/oilfield service/transportation firms. A good portion of them are not currently organized to be qualified to do business with large firms. There is a lot of potential to develop a strong, qualified base of support vendors. Many firms already have most of the pieces they need; they just need assistance with organizing, presenting and marketing themselves to be competitive. In addition to one-on-one advising, the Center will also organize and conduct training workshops on the more general topics to address the need for this information on a broader scale. The primary goal of the CRC will be to prepare existing local companies to be qualified to meet the needs of industry. ALTERNATIVES: The Board may choose to not fund this grant. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This is compliance of the Type A Guidelines and the Type A ballot language under small business assistance. EMERGENCY/NON-EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $703,500 $703,500 Encumbered / Expended Amount - - This item 133,000 133,000 BALANCE $570,500 $570,500 Fund: Type A RECOMMENDATION: Staff and the CCREDC Board of Directors, and the Type A Board recommends approval of this grant. LIST OF SUPPORTING DOCUMENTS: Letter — DMC Proposal — DMC Letter — CCREDC Board Page 1 of 2 ORDINANCE Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College to provide grant up to $133,000 for their Contractor Resource Center program; appropriating $133,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") and Del Mar College ("Del Mar") providing a grant of $133,000 to fund Del Mar's Contractor Resource Center as approved by the Type A Corporation on January 21, 2019, is approved. SECTION 2. That $133,000 from the unreserved fund balance in the Fund No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Del Mar to fund their Contractor Resource Center Program. SECTION 3. That Ordinance No. 031548, which adopted the FY 2018-2019 Operating Fund, is amended to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $133,000 for a business incentive grant from the Type A Corporation to Del Mar to fund their Contractor Resource Center Program. PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary @BCL@800E4069 CRC Joe McComb Mayor Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez @BCL@800E4069 CRC DEL MAR COLLEGE Foundation Dreams. Delivered! Board of Trustees Executive Committee President Gabriel Guerra Vice l'res,clent D.trcv Schroeder Secretary Rosie Collin Treasurer Larry Hale Past President Todd M. Wake, Troy Bethel Ajit David Dr. D. Scott Elliff Paulette Kluge C. Michelle Linda Board Members Chris N. Adler Sandra Alvarez Kaushik "Charlie" Bhakta Dr. Joyce Freeman Regina Garcia•Posada Dr. Mary Jane Garza Susan E. Hutchinson Terry Mills Julio Reyes Elov H. Salazar Eugene J. Seaman Susan Temple Ken Trevino lain Vasey Trustee Emeriti Willie J. Kosarek Judge S. Loyd Neal, Jr. Bernard A. Paulson Sylvia Whitmore Robert C. Wolter Posthumous Trustee Emeritus Dr. Howard E. Barth Jeff Bell Nettie Ruth Hoskins Mark H. Hulings Norma Urban DEL MAR COLLEGE C FOUNDATION NI ,Mar College Foundation, Inc. 101 Baldwin Blvd. (:orpus Chrisri. TX 784+04-3897 (361) 698-1317 FAX (361) 698-125' fintnrLrtioasrrlehaar.ahr ILWitt dehnar.ell a Mary C. McQueen. (:FRF. Executive Director of Development September 5, 2018 Mike Culbertson City of Corpus Christi Type A Board 1201 Leopard Street Corpus Christi, TX 78401 RE: Creation of Contractor Resources Center Dear Mr. Culbertson, Del Mar College and the Del Mar College Foundation respectfully request City of Corpus Christi Type A funding support in the amount of $133,000 to develop and operate the first year of a new Contractor Resource Center (CRC). The CRC would prepare area small businesses to compete in the large and government contracting areas. Qualifying for these contracts is intensely time-consuming, since many of the requirements for large commercial projects are detailed and industry - specific. Area small businesses are ill-equipped to compete in this arena. The CRC would provide a wide range of assistance to provide small businesses with the information they need to take advantage of the multitude of opportunities due to the influx of large, multi-year construction projects. Funding for this initiative would allow creation and operation of this new small business service. Please do not hesitate to contact us if you need additional information at 361-698-1032 or email mmcqueen3.a delmar.edu. Sincerely, ��- Lenora Keas VP for Workforce Initiatives Del Mar College Mary C. McQueen, CFRE Executive Director of Development Del Mar College Foundation Contractor Resource Center (CRC) at Del Mar College Proposal for Support Del Mar College and the Del Mar College Foundation respectfully request support in the amount of $133,000 to fund development and first year operations for a new Contractor Resource Center. Contractor Resource Center (CRC) As Oil & Gas projects continue to fluctuate and many more diverse businesses move to the Coastal Bend, there is an opportunity to prepare and connect area small businesses with large, multi-year construction projects, which will assist local businesses in filling some of the sales gap and expanding their capabilities to compete in this commercial arena for current and future projects. Although there are several small business technical assistance programs already in place, none focus specifically on contractor preparation for large commercial projects. The Procurement Technical Assistance Center (PTAC), primarily funded from Defense Logistics Agency, has a specific mission to assist businesses to enter and compete in the government contracting arena. Likewise, the Small Business Development Center offers a broad array of general business support, but does not provide a specific focus on the key areas identified as critical for companies seeking to qualify for large commercial participation. Many of these areas are extremely detailed, time-consuming and specific to particular industries. Challenging areas of assistance needed include, but are not limited to, the following: 1. Development/maintenance of Safety Plans/Records 2. Procurement of/Qualification for appropriate levels of Insurance/Bonding to be competitive 3. Development/maintenance of Audited Financial Statements 4. OSHA Compliance knowledge/records management 5. Human Resources training/records management 6. Quality Control processes/certifications (ISO) 7. Access to and proper classification of Workforce 8. Workers Compensation Program/records management 9. Understanding Scopes of Work 10. Importance/Development of Contractor Qualifications Statements 11. Knowledge and Guidance to set up Joint Ventures Current Need Del Mar College proposes Type A funds support for the development and first year operations to support a specific technical assistance program with a contractor support focus. This Contractor Resource Center (CRC) will be housed at Del Mar College along with the SBDC and PTAC. All three programs will work in concert to address the specific needs of each client seeking assistance. The lead advisor for this program will have extensive experience with large industry qualification standards, processes and requirements. Services will be delivered primarily via one-on-one advising as so many of these topics and issues are going to be unique to each business and confidentiality will be paramount. Page I 1 The goal of this effort will be to prepare as many as possible of the local contractors to be viable business vendors for existing and upcoming large -industry opportunities. Nueces County has over 2,200 construction/manufacturing/oilfield service/transportation firms. A good portion of them are not currently organized to be qualified to do business with large firms. There is tremendous potential to develop a strong, qualified base of local support vendors. Many firms already have most of the pieces they need; they just need assistance with organizing, presenting and marketing themselves to be competitive. In addition to one-on-one advising, the CRC will organize and conduct training workshops on the more general topics to address the need for this information on a broader scale. To provide the best possible outcomes, the CRC will also endeavor to connect this client base to large industry purchasing personnel to discuss opportunities. The CRC will work closely with industrial companies identified by the Corpus Christi Regional Economic Development Center (CCREDC) as needing local small business vendors to fill upcoming projects opportunities. Many of these industrial companies will have received incentive packages which contain requirements for utilization of local business vendors. The primary goal of the CRC will be to prepare existing local companies to be qualified to meet those needs and match them to the opportunities. Additionally, the CRC will generate a GAP Analysis or utilize one already generated by the CCREDC to encourage development/relocation of companies specializing in identified high -demand products/services. Whenever a gap industry opportunity has been identified, the CRC will research the reason for the existing gap and notify CCREDC of current impediments. CRC Proposal Request Del Mar College is requesting $133,000 in Type A support to initiate creation of the new Contractor Resources Center. A detailed budget is provided below. Del Mar College will provide the office spaces required to support the CRC. Contractor Resource Center Proposed FY 2019 Program Manager $60,000 Administrative Assistant (part-time) $17,000 Benefits Allocation $21,000 Travel $ 4,000 Phone $ 1,000 Start-up Expenses (equipment, collateral materials, etc.) $30,000 # Business expansions Total Budget $133,000 The metrics to be tracked will mirror metrics measured for PTAC and are reported below. Metric Measure 2019 Active Clients Advising Sessions Counseling Hours # of Client Contract Awards $ of Client Contract Awards Full Time Jobs Created/Retained (DLA computation) # Business expansions $ Increased Sales Page 12 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR DEL MAR COLLEGE'S CONTRACTOR RESOURCE CENTER This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar College, a Texas institution of higher learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle Cl (Chapters 501 — 507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on February 19, 2018, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on April 17, 2018; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which seeks to create a Contractor Resource Center within the City to assist companies looking for contracts with existing and potential future large industrial companies in our area; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date on which this Agreement is approved by City Council, whichever is later. 2. Term. Page 1 of 7 @BCL@900E537A a. The term of this Agreement is for one year from January 1, 2019, through December 31, 2019. b. This Agreement may be extended at the option of the Corporation for up to two additional one-year terms, contingent upon annual appropriation of funds. 3. Performance Requirements and Grants. Del Mar shall, no later than April 1, 2019, begin operation of the Contractor Resource Center, which will educate small businesses on the requirements of large company procurement, help them get certified to qualify to bid on contracts, and provide them with information on where to find these contracts. Del Mar shall create or retain at least one full-time employee for the management of the new Contractor Resource Center and shall provide the office space and any other materials needed to operate the Contractor Resource Center. Del Mar will provide an annual report detailing the contracts awarded, jobs created/retained through the contracts, and business expansions. The Corporation will pay to Del Mar, as a grant, an amount not to exceed $133,000 for the operation of the Contractor Resource Center. The Corporation will pay the grant to Del Mar as invoices are received. Del Mar will display signage that states that they are recipients of Type A funding. This signage will be provided to Del Mar by the Corporation and will be displayed in a location that is visible to a visitor to their Center for Economic Development on Staples Street. 4. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its full-time employees during the term of the Agreement. 6. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher learning duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle Cl (Chapters 501 — 507), Texas Local Government Code, on the State's website, and Page 2 of 7 ©BCL@900E537A acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120" day after the date Del Mar has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non -Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Del Mar is prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Del Mar may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Del Mar fails to comply with one or more terms of this Agreement. Page 3 of 7 ©BCL@900E537A 12. Notice of Default. Should the Corporation or City determine that Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 13. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. 14. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 15. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is Page 4 of 7 ©BCL@900E537A strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Del Mar to be accompanied by all necessary supporting documentation. 16. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College: Del Mar College Attn: Lenora Keas Vice -President of Workforce Development and Strategic Initiatives 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 5 of 7 @BCL@900E537A 18. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 6 of 7 ©BCL@900E537A APPROVED AS TO FORM: day of , 2019. Assistant City Attorney For City Attorney Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Scott Harris President Rebecca Huerta Assistant Secretary Del Mar College By: Date: Lenora Keas Vice -President of Workforce Development and Strategic Initiatives THE STATE OF TEXAS COUNTY OF NUECES § § § This instrument was acknowledged before me on , 2019, by Lenora Keas, Vice -President, Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. Notary Public State of Texas Page 7 of 7 @BCL@900E537A AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 12, 2019 Second Reading Ordinance for the City Council Meeting of February 19, 2019 DATE: January 11, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Partial Easement Closure Located at 13982 Binnacle Street CAPTION: Ordinance abandoning and vacating 62.9 square feet of an existing utility easement on Lot 1, Block 712, Padre Island -Corpus Christi, Barataria Bay Unit 3, located at 13982 Binnacle Street. PURPOSE: The purpose of this ordinance is to close, abandon and vacate a portion of an existing utility easement due to house foundation encroaching into the easement. BACKGROUND AND FINDINGS: Newcastle Construction, LLC (Owner) is requesting the closing, vacation and abandonment 62.9 SQ. FT. of the existing utility easement on Lot 1, Block 712, Barataria Bay Unit 3, located at 13982 Binnacle Street. This abandonment and vacation of the utility easement is being requested by the owner due to their house foundation encroaching into the easement. All public and franchised utilities were contacted and none of the City departments or franchised utility companies stated objections regarding the proposed partial utility easement closure for the foundation encroachment. ALTERNATIVES: Denial of the proposed partial utility easement closure, abandonment and vacation will adversely impact the Owner. The newly constructed house will have to be rebuilt. OTHER CONSIDERATIONS: The owner did pass both the Property Setback and Foundation Inspections without notification of this encroachment. CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances Section 49-13. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement closure. No utilities are located in the proposed partial easement closure. FINANCIAL IMPACT: ❑ Ooeratin ❑ Revenue ❑ Capital X Not Aoolicable Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the easement closure. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating 62.9 square feet of an existing utility easement on Lot 1, Block 712, Padre Island -Corpus Christi, Barataria Bay Unit 3, located at 13982 Binnacle Street WHEREAS, Newcastle Construction, LLC (Owner) is requesting the abandonment and vacating o f 62.9 SQ. Ft. of an existing utility easement out of Lot 1, Block 712, Padre Island -Corpus Christi, Barataria Bay Unit 3. Located at 13912 Binnacle Street. WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate 62.9 SQ. Ft. of an existing utility easement, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Newcastle Construction, LLC (Owner), a 62.9 SQ. Ft. of an existing utility easement out of Lot 1, Block 712, Padre Island -Corpus Christi, Barataria Bay Unit 3, 13982 Binnacle Street, as recorded in Volume 34, Page 86-87 of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B", which is the graphical representation of the legal, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. The maintenance responsibilities for the vacated easement reverts to Newcastle Construction, LLC (Owner). c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the ATTEST: day of , 2019. Rebecca Huerta Joe McComb City Secretary Mayor ExhibitA STATE OF TEXAS JOB NO. 18-1260 COUNTY OF NUECES 62.9 SQUARE FEET EASEMENT CLOSURE ALL that certain tract or parcel of land situated in Nueces County, Texas, same lying within the Corporate City Limits of Corpus Christi, Texas, same being out of Lot 1, Block 712, J>adre Island- Corpus Christi, Barataria Bay Unit 3 as recorded in Volume 34, Pages 86 to 87 of the Map Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows, to wit: COMMENCING at a 5/8 inch iron rod found for the Northwest corner of said Lot 1, Block 712, same being the Northeast corner of Lot 2 of said Block 712; THENCE, along the common boundary line of said Lots 1 and 2, Block 712, SOUTH 09 degrees 55 minutes 08 seconds WEST 7.50 feet to a point, same lying in the Southwest boundary line of an existing 7.5 foot utility easement, same lying in a curve to the right with a radius of 835.40 feet; THENCE, along said Southwest boundal l' line of the 7.5 foot utility easement and with said curve to the right, a length of arc of 9.0 feet to a point for the West corner and point of beginning of this tract; THENCE, continuing along said Southwest boundary line of the 7.5 foot utility casement and said curve to the right, a central angle of 03 degrees 58 minutes 43 seconds, a radius of 835.40 feet, a tangent of 29.02 feet, a length of arc of 58.01 feet and a chord bearing and length of SOUTH 77 degrees 03 minutes 49 seconds EAST 58.00 feet to a point for the Southeast corner of this tract; THENCE, NORTH 14 degrees 55 minutes 33 seconds EAST 1.50 feet to a point for the Northeast corner of this tract; THENCE, NORTH 78 degrees 32 minutes 34 seconds WEST 58.07 feet to the point of beginning and containing 62.9 square feet of land. I hereby certify that this survey as reflected in the above Field Notes and attached plat conforms to the current Texas Surveyors Association Standards and Specifications fot• a Category IA, Condition H Land Survey. Dated this the _21st_ day of December ,2018. Ronald A. Voss, Registered Professional Land Surveyor No.2293 LOT2 Exhibit B LOT19 • LOT20 7.5 U.E. .J1.,O' LO d c�) 0) w ©o 0 LC) C) r) Z 25' B. L N 78° 32' 34" W 58.07' N 14o 55' 33" E 1.50' I LOT1 SET518"1. CURVE TABLE CD [R= 835.40', LA= 85.74'] LC=(S 76° 43' 31" E 86.72') LC (S 14° 15'31" W 96.67') 13982 BINNACLE STREET (50' R.O.W.) [R= 10.00', LA= 16.54'] LC=(S 59° 31' 25" W 13.80') [R= 950.76', LA= 67.88'] LC=(N 79° 26' 43" W 68.75') = 03° 58' 43" R= 835.40', LA= 58.01' T = 29.02' LC = S 77° 03' 49" E 58.00' 1 1 3 SCALE: 1" = 20' This property lies within Zone A-13 (10'), according to FIRM 92 which Iswithin the 100year Flood Plain. rA JD WITHOUT ORIGINAL Registered Professional LSIGNATURE rd Sur eyor SttaatD e of Tlrexas No A�3 DATE: 12/26/2018 REVISION: -_-::-::-_:---- CREW: RS&DL nIrG• R\/ R. PP G F#: : JOB#: 18-1260 KEY: WOOD FENCE [RECORDED] WIRE FENCE (MtA5URED) VINYC-I-ENCE Lot 1, Block 712, Padre Island - Corpus Christi, Barataria Bay Unit 3 Volume 34, Pages 86- 87 (M,R.N.C.T.) VOSScElSV111iEEFP1NG, INC. ENGINEERING & LAND SURVEYING 6838 npEEnnninnp ppn/p rnrlpu9 rt-1R13Tf, TEYAS 78115 PHON E: 361.85 4.6202 FAX: 361.85 3.4696 FIRM NO. F-166 Partial Easement Closure For Lot 1, Block 712, Barataria Bay Unit 3 (13982 Binnacle Street) City Council Presentation February 12, 2019 Vicinity Map At N Aerial Overview 7.5' Utility Easement I x At N 3 Staff Recommendation Approval AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 12, 2019 Second Reading Ordinance for the City Council Meeting of February 19, 2019 DATE: January 10, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Easement Closure for property located at 1649 Amber Drive CAPTION: Ordinance abandoning and vacating a .02 acre (780 sq. ft.) existing utility easement on, Lot 3, Block 2, Perry's Estates, located at 1649 Amber Dr. PURPOSE: The purpose of this ordinance is to abandon and vacate an existing utility easement for a future proposal of an accessory structure. BACKGROUND AND FINDINGS: Richard Morris (Owner) is requesting the closing, vacation and abandonment of a 0.02 acre existing 15 feet wide by 52 feet long (780 sq. ft.) utility easement on, Lot 3, Block 2, Perry's Estates, located at 1649 Amber Drive. This abandonment and vacation of the utility easement is being requested by the owner due to a proposed new accessory building. All public and franchised utilities were contacted and none of the City departments or franchised utility companies stated objections regarding the proposed utility easement closure for a future accessory structure. ALTERNATIVES: Denial of the proposed utility easement closure, abandonment and vacation. This will adversely impact the Owner's ability to move forward with a future accessory structure. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances Section 49-13. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement closure. No utilities are located in the proposed easement closure. FINANCIAL IMPACT: ❑ Ooeratin ❑ Revenue ❑ Capital X Not Aoolicable Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the easement closure. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a 0.02 acre (780 SQ. FT.) existing utility easement on Lot 3, Block 2, Perry's Estates, located at 1649 Amber Drive. WHEREAS, Richard Morris (Owner) is requesting the abandonment and vacation of a 0.02 acre,15 foot wide by 52 feet long (780 sq. ft.) existing utility easement on Lot 3, Block 2, Perry's Estates, located at 1649 Amber Drive. WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 0.02 acre,15 foot wide by 52 feet long (780 sq. ft.) existing utility easement, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Richard Morris (Owner), a 0.02 acre existing utility easement o n Lot 3, Block 2, Perry's Estates, located at 1649 Amber Drive, as recorded in Volume 67, Page 237 of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B", which is the graphical representation of the legal, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. The maintenance responsibilities for the vacated easement reverts to Richard Morris (Owner). c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor MURRAY BASS, JR., P.E., R.P.LS. NIXON M. WELSH, P.E., R.P.LS. www.hass-wclsh.com BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 October 12.2018 Field Note Description Easement Closure 3054 S. ALAMEDA, ZIP 78404 361 882-5521- FAX 361 882-1265 e-mail: murrayjrAaol.com e-mail: nixmw] (a,g ma j !.c orn Being a tract situated in Corpus Christi, Nueces County, Texas, being generally described as that 15 -foot wide utility easement along the east boundary of Lot 3, Block 2, Perry's Estates as shown on the map thereof recorded at Volume 63 at Page 163 of the Deed Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at southeast comer of said Lot 3 for the southeast comer of this tract; THENCE N 6o sa•oo• W a distance of 15.00 feet to a point for the southwest corner of this tract; THENCE N 29.02'00• Ea distance of 5200 feet to a point in the north line of Lot 3for the northwest corner of this tract; THENCE 560°58'00. E along the north line of Lot 3,a distance of 15.O0feet to the northeast corner of Lot 3 and the northeast corner of this tract; THENCE 5 29°02'00. W along the east boundary of Lot 3 a distance of 52.00 feet to the POINT OF BEGINNING fanning a tract embracing 780 square feet (0.02 acres) Note: Basis of Bearing is the east boundary of lot 3, Block 2, Perry's Estates as shown on the map of record. MBJ:sab 18065 -Field Note Desc.doc EXHIBIT "A" Page 1 of 1 I.OT 1, BLOCK 7 FLOUR BWFF GARDENS 5� U.E. 5' U.E. N29'02'00"E 52.00' z m Co 0 0 O 0 0 25' Y.R. LOT 3, BLOCK 2 PERRY'S ESTATES (/) Em [J) 0 0 /TIS O 0 0 N29'02'00"E 52.00' 0i 0CLOSU/ RE N/9"05:014 0" 521 ti POINT OF BEGINNING 25' Y.R-.- LOT 4, BLOCK 2 PERRY'S ESTATES EASEMENT CLOSURE PERRY'S ESTATES BLOCK 2, LOT 3 by= Bass ci' Welsh Engineen"ng 3054 So. Alameda St. Corpus Christi, Tx. 78404 (361) 882-5521 (phone) (361) BB2-1265 (fox) Rrm Registration No. F-52 EXHIBIT "B" AREA 780 SQ. FT. 0.02 ACRES Job No: 18065 Scole: ,... JO' � Pvan /QC11. 1 osure Plotscale: 1""1 Sheet 2 of 2 Easement Closure for Lot 3, Block 2, Perry's Estates (1649 Amber Drive) City Council Presentation February 12, 2019 Vicinity Map 15 -foot wide utility easement runs 52.00 -feet in length At N 2 Aerial Overview At N Staff Recommendation Approval AGENDA MEMORANDUM First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of February 19, 2019 DATE: January 16, 2019 TO: FROM: Keith Selman, Interim City Manager Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Ordinance Exempting Heines Substation from Wastewater Acreage Fees CAPTION: Ordinance exempting Heines Substation located at the Northwest corner of Holly Road and Ennis Joslin Alignment, from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. PURPOSE: Exempt the owner/developer of Heines Substation from paying $6,284.00 in wastewater acreage fees subject to execution of a Sanitary Sewer Connection Agreement. BACKGROUND AND FINDINGS: CDS Muery, on behalf of American Electric Power (AEP), property owner, submitted a request for an exemption from the wastewater acreage fees in accordance with Section 8.5.2.G. The potential wastewater acreage fee is $6,284.00 based on the rate of $1,571 per acre. The subject property consists of 4 acres. Heines Substation, is a final plat of 4 acres, consisting of one (1) lot, Zoned Residential Two- Family ("RS -TF"). The final plat was approved by Planning Commission on January 9, 2019. The subject property is located on t h e Northwest corner of Holly Road and Ennis Joslin Alignment. 1 On January 9, 2019, the Planning Commission granted a waiver to the requirement to connect to sanitary sewer, finding that the subdivision was not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards and wastewater master plan. The subject property will provide on-site sewage facilities in conformance with the regulatory agency (City -County Health Department). Per UDC 8.5.2.G, areas exempt from the payment of lot or acreage fees shall be determined by the City Council to not likely be served by City wastewater services within the next 15 years. Staff does not anticipate availability of service to this property within the 15 -year term. ALTERNATIVE: Require t he owner to pay the applicable wastewater acreage fees in the amount of $6,284.00 prior to the recording of the plat. If wastewater services are not available within 15 years from the date of the filing of the plat, the property owners may request a refund. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: This item was coordinated with the Utilities Department. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑X Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): COMMENTS: None 2 RECOMMENDATION: On January 9, 2019, the Planning Commission recommended that City Council approve the exemption of the wastewater acreage fee subject to a Sanitary Sewer Connection Agreement. The agreement will require payment of the pro -rata fee in effect when public wastewater service becomes available. The agreement will also require payment of the wastewater lot or acreage fee in effect if public wastewater becomes available within 15 years of the plat being filed for record. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation 3 Page 1 of 2 Ordinance exempting Heines Substation located at the Northwest corner of Holly Road and Ennis Joslin Alignment from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. WHEREAS, Heines Substation located at the northwest corner of Holy Road and Ennis Joslin Alignment is not currently served by the City wastewater system; WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater acreage fees based on the determination that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years; WHEREAS, based on Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, the Planning Commission recommend to City Council that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years and that the Subdivision be exempt from the payment of wastewater lot or acreage fees at this time. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. It is determined that Heines Substation located at the northwest corner of Holy Road and Ennis Joslin Alignment is not likely to be served by city wastewater service within the next fifteen (15) years and is exempt from the payment of wastewater lot or acreage fees at this time, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi. SECTION 2. The exemption from the payment of wastewater lot or acreage fees, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, is conditioned upon owner/developer compliance with the following: a. That the owner/developer of the Subdivision enter into a Sanitary Sewer Connection Agreement with conditions (copy of Agreement attached hereto and incorporated herein to this Ordinance for all purposes). b. That the Sanitary Sewer Connection Agreement requires payment of the wastewater lot or acreage, pro -rata, and tap fees at the rate in effect at the time of connection to City wastewater. c. That the Sanitary Sewer Connection Agreement be recorded in the Office of the Nueces County Clerk's Office prior to the recordation of the plat. d. That the Sanitary Sewer Connection Agreement and covenants contained in the agreement are covenants running with the land. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 1 SANITARY SEWER CONNECTION AGREEMENT STATE OF TEXAS COUNTY OF NUECES § § § THIS AGREEMENT is entered into between the City of Corpus Christi, a Texas Home -Rule Municipal Corporation, P.O. Box 9277, Corpus Christi, Texas 78469-9277, hereinafter called "City" and American Electric Power, 1 Riverside Plaza, Columbus, Ohio 43215 hereinafter called "Developer/Owner". WHEREAS, Developer/Owner in compliance with the City's Unified Development Code, has submitted the plat for Heines Substation, Located at the Northwest corner of Holly Road and Ennis Joslin Alignment and, hereinafter called "Development," (Exhibit 1); and, WHEREAS, wastewater construction plans and construction are a requirement of the plat, and WHEREAS, the Development Services Engineer has determined that sanitary sewer is not reasonably available or of sufficient capacity; and WHEREAS, City agrees to allow Developers/Owner to record the plat of the Development Property without initial construction of wastewater laterals and collection lines; and NOW THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: Developer/Owner agrees for itself, its successors, transferees, and assigns, as follows: 1. to connect to City sewer at such time as a wastewater manhole is located at the frontage of the property or a wastewater line extends along the frontage of the property; 2. to pay wastewater acreage fees at the rate in effect at the time of connection if wastewater services are available within fifteen (15) years from the recording date of the plat; and 3. to pay tap fees and pro rata fees at the time of connection to City wastewater. City agrees: 1. to allow property to use on-site wastewater treatment in compliance with State and local regulations; INDEMNIFICATION: DEVELOPER/OWNER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT OF HEINES SUBSTATION, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM. This agreements and covenants set forth herein are covenants running with the land, to be filed in the Office of the Nueces County Clerk Office, and shall be binding on Developer/Owner, its successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns and to third party beneficiaries from and after the date of execution. EXECUTED original, this �5� day of -30•A4.1ar 2019. DEVELOPER/OWNERS: P. Todd Ireland American Electric Power OHIO STATE OF TCXAS § FAANKLtN § COUNTY OF -NIECES" § This instrument was acknowledged before me on this To-tk c r , 2019, by £, 1 a u1d De. atAck. ,0%1111111f 1111/1��I,I 410,0 Qvg�1C Fp`•,�� 4,1 eft,= Sanitary Se Heines Subst ry Public, State of Texas , day of Page 2 of 4 CITY OF CORPUS CHRISTI: Nina Nixon -Mendez, FAICP Director of Development Services THE STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on , 2019, by , Director of Development Services for the City of Corpus Christi, Texas. Notary Public's Signature APPROVED as to form: Buck Brice Assistant City Attorney For City Attorney Sanitary Sewer Connection Agreement Heines Substation Page 3 of 4 Wastewater Acreage Fees Exemption Heines Substation (Final Plat) City Council Presentation February 12, 2019 Vicinity Map i N Aerial of Master Plan -Required Wastewater Construction I N Oso Wastewater Master Plan Plat: Heines Substation LOCAJ1ON MAP iw� A:1 -7w EelE 1_1 NE ME PLAT. NON OrrES LAIN B.NRE Fr. INELANE STNErr DONNE. . os•n.w.,.vrrc,.E u.,m oa.e...lr mrE we as.ao-n ,e c..a. x..ixx wE a ae ON naa ewxOS, mu nuE OWE o>o nwrz M19, we 1083 ON. EwM NNE os. E. we.» PRE BARBEE we WV BE a..E.EEI m no Er e.e= En TME mai MOIRE a PLAT ESTABLISHING HEINES SUBSTATION CDSmucr NEI A6 74 REV, PUBLIC. norOLS MINT, 1EN•S NENE SHEET 1 OF I 5 Planning Commission and Staff Recommendation Approval of Wastewater Acreage Fees Exemption, subject to Sanitary Sewer Agreement DATE: TO: FROM: AGENDA MEMORANDUM First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of February 19, 2019 January 16, 2019 Keith Selman, Interim City Manager Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Ordinance Exempting Swan Village Unit 1 from Wastewater Acreage Fees CAPTION: Ordinance exempting Swan Village Unit 1 located on FM 2444, between CR 41 and CR 43, from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement. PURPOSE: Exempt the owner/developer of Swan Village Unit 1 from paying $70,531.62 wastewater acreage fees subject to execution of a Sanitary Sewer Connection Agreement. BACKGROUND AND FINDINGS: GTHH Development, LLC, property owner, submitted a request for an exemption from the wastewater acreage fees in accordance with Section 8.5.2.G. The potential wastewater acreage fee is $70,531.62, based on the rate of $1,571 per acre. The subject property consists of 44.896 acres. Swan Village Unit 1 is a final plat of 44.896 acres, consisting of one (1) lot, Zoned Residential Single Family. The final plat was approved by Planning Commission on January 9, 2019. The subject property is located on FM 2444, between CR41 and CR 43. 1 On January 9, 2019, the Planning Commission granted a waiver to the requirement to connect to sanitary sewer, finding that the subdivision was not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards and wastewater master plan. The subject property will provide on-site sewage facilities in conformance with the regulatory agency (City -County Health Department). Per UDC 8.5.2.G, areas exempt from the payment of lot or acreage fees shall be determined by the City Council to not likely be served by City Wastewater services within the next 15 years. Staff does not anticipate availability of service to this property within the 15 -year term. ALTERNATIVE: Require the owner to pay the applicable wastewater acreage fee in t he amount of $70,531.62 prior to the recording of the plat. If wastewater services are not available within 15 years from the date of the filing of the plat, the property owners may request a refund. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: This item was coordinated with the Utilities Department. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑D Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): COMMENTS: None 2 RECOMMENDATION: On January 9, 2019, the Planning Commission recommended that City Council approve the exemption of the wastewater acreage fee subject to a Sanitary Sewer Connection Agreement. The agreement will require payment of the pro -rata fee in effect when public wastewater service becomes available. The agreement will also require payment of the wastewater lot or acreage fee in effect if public wastewater becomes available within 15 years of the plat being filed for record. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation 3 Page 1 of 2 ORDINANCE exempting Swan Village Unit 1 located on FM 2444, between CR 41 and CR 43, from the payment of wastewater acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring a sanitary sewer connection agreement WHEREAS, Swan Village Unit 1, located on south side of Farm -to -Market Road 2444 (FM 2444), between County Road 41 and County Road 43 is not currently served by the City wastewater system; WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater acreage fees based on the determination that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years; WHEREAS, based on Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, the Planning Commission recommend the City Council that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years and that the Subdivision be exempt from the payment of wastewater lot or acreage fees at this time. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Pursuant to the request of Swan Village Unit 1, GTHH Development, LLC. ("owner"), the Planning Commission has recommended City Council approving the applicant request to waive sanitary sewer infrastructure construction per Section 8.2.7.A of the Unified Development Code (UDC) and an exemption from the wastewater lot or acreage fee in accordance with Section 8.5.2.G of the Unified Development Code of the City of Corpus Christi. SECTION 2. The exemption from the payment of wastewater lot or acreage fees, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, is conditioned upon owner/developer compliance with the following: a. That the owner/developer of the Subdivision enter into a Sanitary Sewer Connection Agreement with conditions (copy of Agreement attached hereto and incorporated herein to this Ordinance for all purposes). b. That the Sanitary Sewer Connection Agreement requires payment of the wastewater lot or acreage, pro -rata, and tap fees at the rate in effect at the time of connection to City wastewater. Page 2 of 2 c. That the Sanitary Sewer Connection Agreement be recorded in the Office of the Nueces County Clerk's Office prior to the recordation of the plat. d. That the Sanitary Sewer Connection Agreement and covenants contained in the agreement are covenants running with the land. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SANITARY SEWER CONNECTION AGREEMENT STATE OF TEXAS COUNTY OF NUECES THIS AGREEMENT is entered into between the City of Corpus Christi, a Texas Home -Rule Municipal Corporation, P.O. Box 9277, Corpus Christi, Texas 78469-9277, hereinafter called "City" and GTHH Development, LLC, 4822 Saratoga Blvd PMB 423, Corpus Christi, TX, 78413 hereinafter called "Developer/Owner". WHEREAS, Developer/Owner in compliance with the City's Unified Development Code, has submitted the plat for Swan Village Unit 1, Located on FM 2444, between County Road 41 and County Road 43. ," (Exhibit 1); and WHEREAS, wastewater construction plans and construction are a requirement of the plat, and WHEREAS, the Development Services Engineer has determined that sanitary sewer is not reasonably available or of sufficient capacity; and WHEREAS, City agrees to allow Developers/Owner to record the plat of the Development Property without initial construction of wastewater laterals and collection lines; and NOW THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: Developer/Owner agrees for itself, its successors, transferees, and assigns, as follows: 1. to connect to City sewer at such time as a wastewater manhole is located at the frontage of the property or a wastewater line extends along the frontage of the property; 2. to pay wastewater acreage fees at the rate in effect at the time of connection if wastewater services are available within fifteen (15) years from the recording date of the plat; and 3. to pay tap fees and pro rata fees at the time of connection to City wastewater. City agrees: 1. to allow property to use on-site wastewater treatment in compliance with State and local regulations; INDEMNIFICATION: DEVELOPER/OWNER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT OF SWAN VILLAGE, UNIT 2, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM. This agreements and covenants set forth herein are covenants running with the land, to be filed in the Office of the Nueces County Clerk Office, and shall be binding on Developer/Owner, its successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns and to third party beneficiaries from and after the date of execution. EXECUTED original, this day o DEVELOPER/OWNERS: ed Mostaghasi, Pa ner GT H Development, LL STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on this '2'3 , day of , 2019, by [fiU`YIQd VUOSitithtsts ��µY PU8" YVONNE MUNOZ ID# 12465834-3 `� A Notary Public STATE OF TEXAS 9rEOF......'. My Comm. Exp. 08-22-2019 Nota , "'u: 'c, Stat-' of as CITY OF CORPUS CHRISTI: Nina Nixon -Mendez, FAICP Director of Development Services THE STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on , 2019, by , Director of Development Services for the City of Corpus Christi, Texas. Notary Public's Signature APPROVED as to form: Buck Brice Assistant City Attorney For City Attorney EXHIBIT 1 —A a S S rrr S A S 6 8 8 Y. n n A 9 Q 9 9 6oa� aaa !W.?. Gg W,� 4 `�d� gi. Tog �aH asao uaa9 0 { 0 VLa s71 xY Ng,o y2WUk NtSg -•u • p m E 9 ran !ii 0„n "rvu $HR 8 t g yua ® 9a48 aaa-, aaaog a ^Ea vg 8- 19 93.52 ACRES �EGT1aN TEMPORARY PRIVATE DRAINAGE EASEMENT BY SEPARATE INSTRUMENT - RECORED BY DOC -# 1 QtiF ca ]NO 3SvHd - DDV11IA N'MS ✓ 0 T Wastewater Acreage Fees Exemption Swan Village Unit 1(Final Plat) City Council Presentation February 12, 2019 Vicinity Map S.Staples.5t CR 43 South Texas Botanical Gardens & Nature Center i N 2 Aerial of Master Plan -Required Wastewater Construction U . ■ ■ ■ 1 .... 1 .. j .. ■ . . . • Nearest Existing . Wastewater Manhole Swan Village Preliminary • m Plat Boundary �1 1000 Boundary ■ ■ •■■.■...■.......■■■r 3 Plat: Swan Village, Unit 1 PLAT OF SWAN VILLAGE - PHASE OhE MEMO ..,.. -CRP, TPA, OF LAND. SOUTH A KELTON OF THE SCUHALF OF SECTION 313 AND THE %OPTN HALF OF SECT ..33, A1.PE1£S FARM TRAM. A YAP OF .1101-1 IE PECORWO • I`I X.L E 3. PACE 15, MAP FECIXiB OF HUECE3 00..1.TT, 1E.33. I Ii al fi P6ts�t f �] a j� g - .. y �" ° i , . ,-id,j .ii a' - .i.4�. W;' 21 ,77 m . 1 4 0 8 • p I j 040 , r4ZL� 7 s c.. �m (o 0 � o ®;1 ® � . ?w„t .wig- , LE �.: .m 5 LEAP 'SPO a.r ,,. o ,. at �Nm u r ;r: =moo. •E 2tV A ..•_ _ Uf �onmin. „5.3 ._�A= .70e _ ,- E. TEX.A , CEO TECH r `""sacs'''” .r .PVE a"s. VE �� a .. - L AFL rNr. .s I nvn si.-TeVRYITY, TN.: ws.m '" Paw.I%ne. r.neni..t.. O� Y aa, 1,Dr, �'�'�"�` ®i,�• ®y,�. ae�ao• ..a w.f..y .N.Mr. a-1saaL-s l'Z'Ai 5.. se,7'e�w. s a a- 111 net a a= a aa'F Planning Commission and Staff Recommendation Approval of Wastewater Acreage Fees Exemption, subject to Sanitary Sewer Agreement AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting on February 12th, 2019 Second Reading Ordinance for the City Council Meeting on February 19th, 2019 DATE: February 2, 2019 TO: Keith Selman, Interim City Manager FROM: Grayson Meyer, Interim Business Liaison GraysonM©cctexas.com 361-826-3842 Approving Amendments to the TIRZ #2 Project and Financing Plan CAPTION. Ordinance approving the amendment to the Tax Increment Reinvestment Zone #2 amended Project & Financing Plans approved by the Board of Directors of Reinvestment Zone Number Two, Corpus Christi, Texas. PURPOSE: The purpose of this item is to amend the TIRZ #2 Project Plan and Financing Plan. BACKGROUND AND FINDINGS: On March 21, 2000, the Corpus Christi City Council authorized the preparation of a preliminary financing plan for a Tax Increment Financing District and associated Tax Increment Reinvestment Zone #2 covering portions of North Padre Island and Mustang Island. The dollars claimed by the Tax Increment Financing District were to provide the local share of the North Padre Island Storm Damage Reduction and Environmental Restoration Project carried out by the U.S. Corps of Engineers and now known as the Packery Channel. The TIRZ #2 is a reinvestment zone pursuant to Chapter 311 of the Texas Tax Code. All expenditures of the TIRZ #2 must be consistent with Chapter 311 and must be recommended by the Board. The TIRZ #2 was created by Ordinance 024270, which charges the Board with making recommendations to City Council concerning the administration and expenditures of the Zone and preparing and recommending the Plan. This amendment dated January 22, 2019 will accomplish the following: 1. Project #10 — Packery Channel Dredging and Beach Nourishment - Requesting authorization to expend up to $350,000 for the estimated design costs of Packery Channel dredging and beach nourishment of approximately 300,000 cubic yards of sand. Dredging is estimated to be needed in the Winter of 2020, but will be determined by results of annual study of channel. 2. Project #14- Periodic Survey of Channel Conditions and Shoreline - Requesting authorization to expend up to $286,000 for the following: a. $54,000 for Packery Channel Monitoring Project (abbreviated bathymetric channel survey by Texas A&M University Corpus Christi). Work Complete. b. $27,000 a Packery Channel Monitoring Program Review for Mott McDonald c. $205,000 for Annual Full Survey (Peak Summer) by Texas A&M University Corpus Christi. No budget amendment is required. Funding levels are currently sufficient to support these expenditures. TIRZ 2 Board approved this item on January 22nd, 2019. ALTERNATIVES: Deny project plan amendments. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2018 - 2019 Current Year Future Years Totals Line Item Budget Encumbered / Expended Amount This item Balance Fund: Comments: NA RECOMMENDATION: City staff recommends approval of this amendment. LIST OF SUPPORTING DOCUMENTS: Resolution — TIRZ#2 Project and Financing Plan TIRZ #2 Project & Financing Plan (January 22, 2019 Update) Exhibit H ORDINANCE APPROVING THE AMENDMENT TO THE TAX INCREMENT REINVESTMENT ZONE #2 AMENDED PROJECT & FINANCING PLANS APPROVED BY THE BOARD OF DIRECTORS OF REINVESTMENT ZONE NUMBER TWO, CORPUS CHRISTI, TEXAS. WHEREAS, in 2000, through Ordinance 024270, the City of Corpus Christi created a tax increment financing district, to be known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas," over a portion of the City on Padre Island; WHEREAS, Ordinance 024270 included a preliminary reinvestment zone financing plan; WHEREAS, on September 29, 2009, the City Council passed Ordinance 028329, which approved the Revised Project and Financing Plans for the Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Plan"); WHEREAS, the Plan was last amended on October 16, 2018; WHEREAS, on January 22, 2019, the Board of Directors of Reinvestment Zone Number Two took action to approve amendments to the language of the Plan; WHEREAS, Texas Tax Code Section 311.011(d) provides that the governing body of the municipality that designated the zone must approve a project plan or reinvestment zone financing plan after its adoption by the Board and the approval must be by ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the amendments to the Revised Project and Financing Plans for the Reinvestment Zone Number Two, City of Corpus Christi, Texas ("the Plan") for the Reinvestment Zone Number Two, Corpus Christi, Texas, as approved by the Board of Directors of Reinvestment Zone Number Two on January 22, 2019. A copy of the Plan is attached hereto and incorporated as "Exhibit A." That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor TAX INCREMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI PROJECT AND FINANCING PLANS (Revised 09/29/2009; Amended 03/22/2011; 09/13/2011; 10/29/2013, July 22, 2014, February 28, 2017, August 22, 2017, December 19, 2017, and January 22, 2019) The Tax Increment Reinvestment Zone #2 Project Plan) (Plan) (last revised and/or amended on 2/28/17) is amended to update and revise the Plan this 22" Day of January 2019 by adding the bold and underlined text as shown: REINVESTMENT ZONE PROJECT PLAN This Project Plan identifies the improvements and planned expenditures that may be funded by tax increments generated within Tax Increment Reinvestment Zone #2, City of Corpus Christi ("TIRZ #2). No tax increments for new expenditures authorized by this Project Plan may be expended if the tax increments are required to fund any obligations incurred by the North Padre Island Development Corporation prior to the date of the adoption and approval of this Project Plan. On March 21, 2000, the Corpus Christi City Council authorized the preparation of a preliminary financing plan for a tax increment financing district covering portions of North Padre Island and Mustang Island. This tax increment financing would be used primarily to provide the local share of the North Padre Island Storm Damage Reduction and Environmental Restoration Project ("Packery Channel project"). Then on June 27, 2000, the City Council approved the preliminary Project and Financing Plans, and notified other taxing jurisdictions of its intention to create a tax increment reinvestment zone. A notice of a public hearing on the creation of the zone was published on August 22, 2000, and the public hearing was held on August 29, 2000. On August 29, 2000 the City Council passed the first reading of the ordinance that established TIRZ #2. Ordinance 024270, which established TIRZ #2 was formally adopted after being passed on the second reading on November 14, 2000. Subsequently on October 8, 2002, the City Council approved Resolution 025040, which established the North Padre Island Development Corporation ("NPIDC"). The NPIDC was created to aid, assist, and act on behalf of the City and TIRZ #2 in performing governmental functions to promote the common good and general welfare of the City, including the area within the TIRZ #2 zone. Then on February 25, 2003, the NPIDC, TIRZ #2, and City Council authorized an agreement by and among the City of Corpus Christi, Texas; Reinvestment Zone Number Two, City of Corpus Christi; and the North Padre Island Development Corporation, dated February 1, 2003. This agreement commonly referred to as the "Tri -Party Agreement" spells out the responsibilities of each of the parties in the administration and financing of TIRZ #2. The three entities also recommended, authorized, and approved the Project and Financing Plans for TIRZ #2 on February 25, 2003. The initial Project Plan and Financing Plan basically addressed the funding of the City's share of the North Padre Island Storm Damage Reduction and Environmental Restoration Project. The Packery Channel project had been discussed and studied over a number of years. The project involved the placement of sand in front of the concrete Padre Island Seawall to restore the beach and protect the seawall. The sand was to be taken from the dredging and channelization of a reopened Packery Channel. The Packery Channel project also consisted of long jetties, walks, mitigation, public facilities, and reserve for long-term maintenance. The estimated cost of the Packery Channel project was approximately $30 million. Packery Channel Project Plan Amendment Page 1 of 8 The Packery Channel project was included in Section 556 of the Water Resources Development Act of 1999. The Act also required the U. S. Army Corps of Engineers (USACOE) to undertake two studies: (1) to determine if the project is environmentally acceptable and (2) to determine if the project is technically sound. A relatively small amount of money was made available by the Federal government for the studies. The local share of the project, which was estimated at approximately $10.5 million, could come from tax increment financing. This type of financing was authorized by a State Constitutional Amendment. The basic theory of tax increment financing is that "the construction of certain public improvements will generate higher tax revenues due to additional private development." The concept of tax increment financing is "but for the construction of the public improvements, the higher tax receipts would not occur." In this particular case, the City believed that completion of the project would result in significantly increased taxes through both new private investment and increases in the existing tax values. The preliminary financing plan that was adopted by the City Council, when it authorized the creation of TIRZ #2, called for funding $10.5 million as the City's share of the Packery Channel project, plus $750,000 for construction of the parking lot on the Padre Island concrete seawall. The estimates in the preliminary financing plan were refined, and the Project and Financing Plans, dated February 1, 2003, estimated that $12,000,000 in debt would be needed to complete the initial project costs. The plans identified $3,000,000 in surplus tax increments or bonds for secondary development improvements, which included the construction of seawall parking lot and $2,000,000 for a "parks & recreation center." A copy of the projected project costs from the 2003 plans is attached to and incorporated into this plan as Exhibit A. A project consisting of the construction of two bridges on Park Road 22 is added in the February 28, 2017 amendment. A project consisting of the traffic improvements on Windward Drive at Saint Augustine Drive is added in the August 21, 2018 amendment. Additionally, as part of this amendment a project is added for a market and feasibility study for the renewal of TIRZ #2 beyond 2022. Under §311.011(b)(1), Texas Tax Code, the Project Plan must have a map showing existing uses and conditions of real property in the zone, and a map showing proposed improvements to and proposed uses of that property. A map of TIRZ #2 is attached as Exhibit B, and is incorporated into this plan. A map of the current land uses within TIRZ #2 and the surrounding area is attached as Exhibit C, and is incorporated into this plan. A map of the current zoning within TIRZ #2 and the surrounding area is attached as Exhibit D, and is incorporated into this plan. A map of the future land uses within TIRZ #2 and the surrounding area based on the City Comprehensive Plan's Future Land Use Plan, adopted May 24, 2004 (Ordinance 026278), is attached as Exhibit E, and is incorporated into this plan. The Island Action Group Capital Improvement Priorities Report, dated 10/14/2005, which identifies needed capital improvements on Mustang and Padre Islands, including the areas within TIRZ #2, has been reviewed to identify improvements that could be funded through the tax increments developed within TIRZ #2. Exhibit F is a map showing specific projects that are included in this Project Plan. That exhibit is incorporated into this plan. This exhibit has been updated to include the location of the Mobi-Mats and traffic improvements on Windward at Saint Augustine Drive. All of the specific projects are situated on public land and involve recreational use and activities. Due to damage caused by Hurricane Harvey, a Packery Channel revetment repair project is needed. Packery Channel Project Plan Amendment Page 2 of 8 Under §311.011(b)(2), Texas Tax Code, the Project Plan must address proposed changes of zoning ordinances, the master plan of the municipality, building codes, other municipal ordinances, and subdivision rules and regulations, if any, of the county, if applicable. While the City is in the process of adopting a unified development code that will replace the current zoning and platting ordinances, there are no substantive changes being recommended that would affect TIRZ #2. At the time of adoption of this Project Plan, there are no pending cases to rezone properties within TIRZ #2. The City is considering rezoning portions of the property that it leases from the Texas General Land Office ("GLO"). As a condition of the GLO lease, the City is required to prepare a development plan for any commercial development on the leased property. While a draft Packery Channel development plan has been prepared and presented to the City Council, Planning Commission, GLO, Nueces County Parks Board, Nueces County Dune Committee, and City Beach Advisory Committee, for incorporation into the Mustang Padre Island Area Development Plan, the City Council has not officially adopted the plan, and the City is discussing features of the proposed plan with the GLO. The City will propose rezoning to match the needs identified in the Packery Channel development plan. The City is working with GLO on the voter approved proposed changes to Chapter 10, Code of Ordinances, which contains the City's GLO approved beach and dune rules. This proposed change addresses driving on the beach seaward of the concrete Padre Island seawall, and the installation of bollards on the beach seaward of the concrete seawall and between the seawall and southern Packery Channel jetty. There are no other proposed changes to the City's beach or dune permitting rules. However, the Nueces County Beach Management Committee has recommended approval of the changes to their beach management regulations. The Nueces County Commissioners' Court has not approved the changes, and they have not been sent to the GLO for public comment in Texas Register. Under §311.011(b)(3), Texas Tax Code, the Project Plan must contain a list of estimated nonproject costs. The City has been trying to obtain additional Federal funding to cover some of the costs of the recreational enhancements within the North Padre Island Storm Damage Reduction and Environmental Restoration Project and repairs to storm damage from Hurricane Ike. The City will also seek grants and other funding opportunities from the State of Texas and others to offset some of the costs identified in this Project Plan. The level of that funding, if any, that can come from Federal, State, or other funding sources is not known. To the extent Federal, State, or other funding is received, the amount of tax increments that need to be dedicated to completing these improvements will be reduced. Under §311.011(b)(4), Texas Tax Code, the Project Plan must contain a statement of a method of relocating persons to be displaced as a result of implementing the plan. None of the proposed improvements should result in relocation of any person; therefore this requirement is not applicable to the implementation of this plan. REINVESTMENT ZONE FINANCING PLAN Under §311.011(c)(1), the Reinvestment Zone Financing Plan must contain an Estimated Project Cost Description, and under §311.011(c)(2), it must describe the Kind, Number, and Location of TIRZ Improvements. Under this Revised Project Plan and Reinvestment Zone Financing Plan, the following improvements and activities may be funded from current available revenues: Packery Channel Project Plan Amendment Page 3 of 8 Packery Channel Project Area Improvements: Subject to the availability of the estimated funds in the TIRZ #2 tax increment fund and funding from the Federal Government as authorized by the Water Resources Development Act, construction of the improvements in the TIRZ#2 referendum voter information sheet and Phases 3 — 7 Packery Channel public recreational improvements and amenities shown on the engineering drawings referred to as the Packery Channel "Six Pack," which is incorporated into this Project Plan as Exhibit G. - - - _ • - _ - _ _ - • _ and is shown in Exhibit_H has been amended to reflect all TIRZ #2 Project Updates and which also includes estimates and details regarding the Packery Channel revetment reimbursement project and the traffic improvements on Windward at Saint Augustine Drive. Additionally, an estimated $50,000 will be budgeted for the market and feasibility study for the renewal of the TIRZ #2 beyond 2022. Construction of the Phase 4 ADA ramps is contingent upon approval of the General Land Office of the installation of temporary hard parking surfaces for parking for the disabled on the beach at the end of the ADA ramps and will be constructed with Phase 3 if approved. •- - Yearly Miscellaneous Improvements required for support of Packery Channel, exclusive of the previously identified capital projects Phases 3 though 7, could include periodic surveys of channel conditions, shoreline, and jetty revetments, access to beach and sand redistribution are proposed to be budgeted on an annual basis pending the availability of funds. These Yearly Miscellaneous Improvements specifically include routing, monitoring, and surveys of the Packery Channel and the Gulf beach. Operation of a marine patrol to reduce shoreline erosion along Packery Channel, specifically along the Mollie Beattie Preserve pending the availability of funds. Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, consulting services, document production and maintenance, and other administrative costs. Costs for design, permitting and dredging of Packery Channel have been included in future years subject to need and pending the availability of funds. The Zone's annual budget will be adopted by the Zone's Board of Directors on an annual basis, based upon the City of Corpus Christi's fiscal year, and attached to this plan as Exhibit I. Improvements in other areas within TIRZ #2: A specific list of projects will be developed in consultation with various organizations and interested residents of North Padre Island and businesses located within TIRZ #2. These projects may include projects to acquire, construct, reconstruct, or install public works, facilities, or sites or other public improvements, including landscaping, utilities, streets, street lights, water and sewer facilities, pedestrian malls and walkways, parks, flood and drainage facilities, or parking facilities, but not including educational facilities. Packery Channel Project Plan Amendment Page 4 of 8 One improvement to the TIRZ #2 is the construction of two bridges on Park Road 22 between Commodores and Whitecap. The bridges will require up to $4,000,000 of TIRZ #2 funding and will allow for travel over canals that are to be built by a third party developer in the area. The funds for the Park Road 22 Bridge are to be held contingent on the completion of the canals and approval of the construction plans to proceed by the City and the City Council within 24 months after February 28, 2017. As required by §311.011(c)(3), an updated economic feasibility Study for TIRZ #2 was completed by CDS Market Research I Spillette Consulting in September 2009. It is provided in a separate document. Under §311.011(c)(4), the Project Plan and Reinvestment Zone Financing Plan must include an estimate of bonded indebtedness. TIRZ #2 may be used to support bonded debt issued to fund specific projects, or the project costs may be funded on a pay-as-you-go basis, or utilize other financing methods. Under §311.011(c)(5), the Project Plan and Reinvestment Zone Financing Plan must describe the timing of incurring costs or monetary obligations. TIRZ #2 project costs will be incurred over the life of the Zone based on its Board of Directors' identification of priority activities and projects, opportunities for implementation, and available revenues to sustain a pay-as-you-go project expenditure approach, a bonded debt issuance, or other forms of project financing. Under §311.011(c)(6), the Project Plan and Reinvestment Zone Financing Plan must describe the methods of financing and sources of revenue. TIRZ #2 could use several methods of financing, including but not limited to the following: • Cash funds generated from existing property value increment, • Bonded debt issuances backed by TIRZ #2 revenue to fund the associated debt service, • Short term anticipation notes or other debt issued by private financial institutions based on projected property tax increment to be generated from taxable development under construction at the time of debt issuance, and • Developer cash reimbursement agreements where the revenues from TIRZ #2 property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project after the project is completed. The term of any debt for which debt services payments are to be funded by TIRZ #2 revenue will not extend past the duration of TIRZ #2. The primary source of revenue for TIRZ #2 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, Nueces County Hospital District, Del Mar College, and the Farm to Market Road on the taxable property value increment within TIRZ #2. Based on existing interlocal agreements with each taxing jurisdiction listed above, it is currently projected that each of these entities will agree to participate in funding TIRZ #2 with 100% of the incremental property taxes collected over the life of zone, except for Del Mar College, which will contribute 20% in 2009 and 0% thereafter. The assessed value base year Sources of Revenue' Packery Channel Project Plan Amendment Page 5 of 8 Tax Year City of Corpus Christi Nueces County Nueces County Hospital District Del Mar Jr. College Farm to Market Road Total 2009 1,597,917 985,617 406,158 137,838 12,165 3,139,695 2010 1,273,417 786,419 324,072 - 9,709 2,393,616 2011 1,203,508 745,121 307,054 - 9,201 2,264,884 2012 1,372,033 849,855 350,213 - 10,494 2,582,595 2013 1,519,533 941,476 387,968 - 11,625 2,860,601 2014 1,645,468 1,019,647 420,181 - 12,590 3,097,886 2015 1,761,879 1,091,870 449,943 - 13,481 3,317,173 2016 2,162,313 1,340,366 552,345 - 16,549 4,071,572 2017 2,615,229 1,621,428 668,166 - 20,018 4,924,842 2018 3,127,882 1,939,557 799,263 - 23,945 5,890,647 2019 3,708,557 2,299,895 947,753 - 28,393 6,984,598 2020 4,366,726 2,708,317 1,116,057 - 33,435 8,224,535 2021 5,113,212 3,171,538 1,306,944 - 39,153 9,630,847 2022 5,960,390 3,697,237 1,523,577 - 45,642 11,226,846 Total 37,428,065 23,198,342 9,559,692 137,838 286,400 70,610,338 1 Assumes 95% tax collection rate. for all participating taxing entities is 2000. Based upon 2008 tax rates for each jurisdiction, the projection of incremental property tax revenue contributed to TIRZ #2 is as follows: These revenue projections assume a 95% tax collection rate for all three taxing jurisdictions. According to these projections, 53.0% of the tax increment revenues will come from the City, 32.9% will come from the County, 13.5% will come from the County Hospital District, 0.2%% will come from Del Mar College, and 0.4% will come from the Farm to Market Road. Zone property tax contributions from the participating tax jurisdictions could be supplemented with other sources of revenue as available. These could include but are not limited to: • Grants from other local, state, and federal agencies; • Grants from private entities such as foundations; and • Joint implementation and funding agreements with other public agencies or private entities such as civic associations for specific projects. Under §311.011(c)(7), the Project Plan and Reinvestment Zone Financing Plan must give the current appraised value of the zone. According to the Nueces County Appraisal District, the 2009 certified taxable appraised value for the Zone is $356,833,583 for the City of Corpus Christi, $ 353,059,772 for Nueces County and the County Hospital District, $ 358,753,875 for Del Mar College, and $ 352,808,877 for Farm to Market Road. Due to outstanding property accounts under value protest, these certified values will increase over time. Packery Channel Project Plan Amendment Page 6 of 8 Under §311.011(c)(8), the Project Plan and Reinvestment Zone Financing Plan must provide an estimate of the captured appraised value for TIRZ #2 during the years of its existence. The table on the next page provides the projected schedule of taxable value increment captured by the zone over remainder of its duration. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the participating jurisdictions. Therefore, there is a table shown for each entity. Under §311.011(c)(9), the Project Plan and Reinvestment Zone Financing Plan must state the duration of TIRZ #2. The zone has thirteen four tax years remaining and will expire after 2022. Packery Channel Project Plan Amendment Page 7 of 8 Estimated Captured Appraised Value PROJECTED ASSESSED VALUE Tax Year City of Corpus Christi Nueces County Nueces County Hospital District Del Mar Jr. College Farm to Market Road 2009 - 380,825,433 377,027,804 377,027,804 382,757,294 376,776,909 2010 320,245,351 317,347,217 317,347,217 321,720,450 317,163,481 2011 307,194,087 304,974,332 304,974,332 308,324,444 304,840,076 2012 338,655,659 336,353,086 336,353,086 339,828,313 336,214,560 2013 366,192,055 363,803,032 363,803,032 367,408,871 363,660,078 2014 389,702,663 387,223,386 387,223,386 390,965,597 387,075,840 2015 411,435,230 408,861,715 408,861,715 412,746,329 408,709,405 2016 486,191,313 483,312,318 483,312,318 487,658,942 483,142,951 2017 570,745,210 567,519,915 567,519,915 572,390,395 567,331,227 2018 666,451,157 662,832,970 662,832,970 668,297,914 662,622,374 2019 774,856,231 770,791,945 770,791,945 776,931,996 770,556,480 2020 897,728,294 893,157,125 893,157,125 900,064,425 892,893,404 2021 1,037,088,042 1,031,940,526 1,031,940,526 1,039,720,393 1,031,644,672 2022 1,195,245,758 1,189,442,482 1,189,442,482 1,198,215,334 1,189,110,054 ASSESSED VALUE INCREMENT Tax City of Corpus Nueces County Del Mar Jr. Farm to Market Year Christi Nueces County Hospital District College Road 2009 298,311,566 295,295,463 295,295,463 300,048,697 295,195,765 2010 237,731,484 235,614,876 235,614,876 239,011,853 235,582,337 2011 224,680,220 223,241,991 223,241,991 225,615,847 223,258,932 2012 256,141,792 254,620,745 254,620,745 257,119,716 254,633,416 2013 283,678,188 282,070,691 282,070,691 284,700,274 282,078,934 2014 307,188,796 305,491,045 305,491,045 308,257,000 305,494,696 2015 328,921,363 327,129,374 327,129,374 330,037,732 327,128,261 2016 403,677,446 401,579,977 401,579,977 404,950,345 401,561,807 2017 488,231,343 485,787,574 485,787,574 489,681,798 485,750,083 2018 583,937,290 581,100,629 581,100,629 585,589,317 581,041,230 2019 692,342,364 689,059,604 689,059,604 694,223,399 688,975,336 2020 815,214,427 811,424,784 811,424,784 817,355,828 811,312,260 2021 954,574,175 950,208,185 950,208,185 957,011,796 950,063,528 2022 1,112,731,891 1,107,710,141 1,107,710,141 1,115,506,737 1,107,528,910 I Packery Channel Project Plan Amendment Page 8 of 8 LIST OF EXHIBITS Exhibit A Packery Channel Project Costs and Funding from Project and Financing Plans dated February 1, 2003 Exhibit B Map of TIRZ #2 Exhibit C Current land use map Exhibit D Current zoning map Exhibit E Future land use map Exhibit F Project Plan Map (Rev'd 10/22/2013; last updated August 21, 2018) Exhibit G "Six Pack" engineering drawings Exhibit H Projects with Funds from Tax Increment Reinvestment Zone #2 City of Corpus Christi (Updated January 22, 2019) Exhibit I Fiscal Year 2019 Reinvestment Zone #2 Budget 2009 TIRZ #2 Economic Feasibility Study by CDS Market Research Spillete Consulting Packery Channel Project Plan Amendment PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 1 Packery Channel South Parking Lot Improvements This project consisted of the demolition of existing facilities, construction of approximately 11,500 square yards of new flexible pavement, parking lot, two concrete driveways, minor water and wastewater improvements, landscaping improvements, lighting improvements, and concrete pedestrian ramp. $640,447 Completed March 2006 Projects Include: Packery Channel Monitoring FY 2008-2009 Complete Packery Channel Monitoring FY 2009-2010 Complete Packery Channel Monitoring FY 2010-2011 Complete 2 Packery Channel South Parking Lot, Landscaping Phase 2 This project consisted landscaping and irrigation improvements to the newly constructed 300 -space parking area including the construction of new planting islands with mexican fan palms, sea grape trees, decorative rock and irrigation. $145,461 Completed March 2008 3 Packery Channel Boat Ramp Parking Lot / Access Road This project consisted of the construction of approximately 17,000 square yards of HMAC flexible pavement parking facility adjacent to the existing Packery Channel Boat Ramp; construction of an access road and related signage and pavement markings, and the installation of 1,000 square yards concrete reinforced pavement adjacent to boat ramp, concrete bollards; minor drainage improvements; 3,500 linear feet of electrical conduits; and minor landscaping. $1,053,176 total project cost. $549,216 from TIRZ #2 Completed July 2009 4 Packery Channel Boat Ramp Dredging This project consisted of dredging approximately 17,800 cy of the Packery Channel Boat Ramp and adjacent area. The work included environmental control measures to prevent erosion and allow for discharge of water from the dredging operations to discharge into the surf of the Gulf of Mexico. Minor amount of stone were installed at the boat ramp to enhance shoreline protection. $431,377 Completed April 2010 5 Packery Channel South Parking Lot Restroom (Phase 1) This project included the construction of restroom facilities at the South Parking Lot at the beach seawall on Windward Drive. The project included separate men and women facilities to with showers, toilets, changing stations, outdoor seating area, and native landscaping. $460,743 Completed July 2010 6 Packery Channel Parking Lot and Overlooks (Phase 2) This project consisted of improvements along the north and south sides of Packery Channel including seven overlook structures, parking lot, access road, pedestrian walkways, storm water structures lighted bollards with electrical receptacles, lighting, landscaping, concrete benches and repairs to shoreline structures. $2 869 224 Completed March 2012 7 Packery Channel Aids to Navigation / Signage This project consisted of lighting improvements to Packery Channel as required for safety and security along with signage to mark no wake zones. Per ISAC, additional funds needed to replace signs following Hurricane Harvey. $64,500 Completed December 2012 7a Packery Channel Aids to Navigation / Signage - Hurricane Harvey Repairs Per ISAC, additional funds needed to replace signs completed in Project 7 following Hurricane Harvey. Revised 2/20/18 $65,000 $7,166 Estimated Completion Feb. 2019 page 1 of 3 1/18/2019 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 8 Packery Channel Restroom Facilities (Phase 3) This project consists of the purchase and installation of a mobile restroom on the north side of the Packery Channel and adjacent parking lot. The project also includes turn -around and connector to Zahn Road. A mobile trailor restroom on the south side of Packery Channel with wastewater lift station and wastewater 2 -inch force main (approximately 2,500 linear feet long) is also being planned. Priority Item. P&R recommends self contained, solar powered mobile units to be placed at Packery Channel Parking Lot, end of Zahn Road and on South side of PC (at a location yet to be determined) Build and Install portable restroom shelters to hold portable restroom units at various locations. Build and Install Portable Shower units on the North and South side of Packery Channel. Board approval of 4 portable restroom facilities at $65,000 each plus 20% contingency and shower facilities at $100,000 total. Revised 2/13/2018 $412,000 $402,000 Solar Powered Units: Complete. Showers: Partial Water line installed Spring '18. In process of coordinating with GLO. 9 Packery Channel Ramps to Jetties (Phase 4) This project includes ADA beach access on the north side and the south side or the channel to provide access from the beach to the restroom, lookouts and parking lots. This project will include the ADA approved mobi-mats on the north side and the south side of Packery Channel to provide access from the beach to the restrooms, lookouts and parking lots. This project was designed as part of the Phase 2 project for parking and overlooks. Priority ITem: P&R recommends a new design for structures since the GLO will not approve construction of parking lots on the beach. For Mobi-Mats per ISAC recommendation. Revised 2/20/18 $35,000 $8,979 Complete 10 Packery Channel Dredging and Beach Nourishment - 2012 The project consisted of dredging approximately 264,300 cubic yards of beach quality material from within Packery Channel and placement of the dredged material as beach nourishment along the Gulf shoreline to the south of Packery Channel, and 15,000 cubic yards of sand from the north to south end of the N. Padre Island Seawall. Dredging schedule to be determined by results of annual study of channel. $1,820,843 Last Completed March 2012 10a Packery Channel Dredging and Beach Nourishment - 2020 The project consisted of dredging beach quality material from within Packery Channel and placement of the dredged material as beach nourishment along the Gulf shoreline. Dredging schedule to be determined by results of annual study of channel. $350,000 Amending project plan today for dredging estimated winter 2020. In permitting process. Waiting to hear from USAGE. 11 Packery Channel Pavilion (Phase 5) This project includes the pavilion expansion adjacent to the north side restroom or north side boat launch. This will allow the deck area around the restroom and some sitting areas for visitors. Design will begin in FY 2016 and construction will follow in FY 2017 dependent upon available funding. P&R recommends further discussion on this item to determine if another amenity would better suit the area. ISAC recommends Pavillion staged at the boat ramp parking lot as well as pavillion like structure on north and south side of the jetty. Revised 2/20/18 $250,000 Estimated completion: Fall 2019. At 90% Design page 2 of 3 1/18/2019 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 12 This includes 301x 60' building, 201x 201 building $0 Moving-Forward- Negotiations project a maintenance a administration and a 100' x 1,000' parking lot near the entrance to the Packcry Channel Lookout Ar :dust south of Zahn Road. Priority Item: P&R facility be located to recommends on south side of channel 13 . . - . - This project includes parking lots on the beach along the north side and the south side of the channel. Development of this project will be pending USAGE and TCLO approval and Project initiation funds MOVED-TO-ITEM-#9 authorization. schedule pending availability of and completion of previous phases: CLO will not allow this to be built P&R recommends reprogramming the funds. 14 Periodic Survey of Channel Conditions and Shoreline Packery Channel monitoring began in 2003 by Texas A&M Division of Nearshore Research by the U.S. Army Corps of Engineers. They ceased monitoring efforts in 2007 and the City assumed monitoring in 2008. The program includes the collection of bathymetric data in Packery Channel and the surrounding nearshore, measurement of elevation along the adjacent beach and inland channel segment (shoreline position), elevation measurements across the Mollie Beattie Coastal Habitat Community, and measurement of current velocity in the inland channel segment. $205,000 $1,847,312 (Lifetime Expenses to Date) Amending Project Plan today for 2019 budget. 2018 monitoring complete. 15 Packery Channel Revetment Repair Storm surge, strong currents, and waves from Hurricane Harvey caused damage to the slope protection and adjacent appurtenances along the banks of Packery Channel between the SH 361 bridge and the Gulf of Mexico. Repair concepts will be developed for two alternatives; one to return the project to its approximate pre-storm conditions, and another to upgrade the project to an improved condition that is more resilient to future storm impacts. The City will procure a design consultant through the RFQ process, and the selected firm will prepare the construction plans. Post design, construction will be procured. Added 2/13/18 $600,000 $417,027 Preliminary Engineering Report Complete. In permitting and design phase. 16 Park Road 22 Bridge On February 21, 2017, the TIRZ #2 board met and approved the amendment of using funds from TIRZ #2 to support the construction of two one-way bridges spanning Park Road 22. City Council approved this amendment on February 20, 2018. Added 2/20/2018 $4,000,000 $0.00 Waiting for developer on canals. 17 Beach Crosswalk at St. Augustine & Windward Dr. Per request of the Island Strategic Action Committee: Traffic improvement on Windward Drive at Saint Augustine Drive, for pedestrian crossing on Windward Drive to facilitate access to and from Michael J. Ellis Beach. Scope of work includes: crosswalk, access ramps, traffic signs, and pavement markings. Estimated costs are $23,000 for the crossing and associated traffic improvements; $9,000 for solar powered flashing LED crossing signs. $32,000 $0.00 Pending weather work to begin week of 1/21/19 w/estimated completion Feb. 2019 18 Feasibility Study Per Texas Tax Code Sec. 311.011. Project and Financing Plans. (c) Reinvestment zone financing plans must include (3) a finding that the plan is economically feasible and an economic feasibility study. $50,000 $3,045 In Progress. Will be complete February 28, 2019. page 3 of 3 1/18/2019 AGENDA MEMORANDUM First Reading at the City Council Meeting of February 12, 2019 Second Reading at the City Council Meeting of February 19, 2019 DATE: January 31, 2019 TO: Keith Selman, Interim City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Approval for the resale of 13 foreclosed properties CAPTION: Ordinance authorizing the resale of 13 properties for $183,553.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $32,475.02 plus $38,933.42 for partial payment of City paving and demolition liens. PURPOSE: Nueces County, as trustee for each of the taxing entities, has received offers to purchase properties that have been foreclosed upon for failure to pay ad valorem taxes. The governing body from each of the taxing entities (the City of Corpus Christi, Nueces, County, Corpus Christi Independent School District, and Del Mar College) must approve the offers for resale. BACKGROUND AND FINDINGS: Properties within the City of Corpus Christi are periodically foreclosed due to non- payment of ad valorem taxes. The City and Nueces County entered into an Interlocal Agreement for the collection of delinquent ad valorem taxes. Nueces County has contracted with the law firm of Linebarger, Goggan, Blair, & Sampson, L.L.P. to pursue collections of delinquent ad valorem taxes. When all avenues for collections are exhausted, foreclosed properties with delinquent ad valorem taxes are offered for sale at a public auction by the Sheriff. The opening bid at the "Sheriff's sale" is set by law and must be either the aggregate amount of taxes, municipal liens, and court costs due under the judgment or the adjudged value of the property, whichever is lower. (The adjudged value is the value stated on the face of the judgment and is the most recent tax appraisal value certified by the Nueces County Appraisal District.) If nobody is willing to pay the opening bid amount for the property, then the Sheriff strikes it off (sells it) to the taxing entities. The taxing entities then get the property in lieu of their delinquent taxes. The law firm will then put the property on their tax resale list, will nail a "For Sale" sign on the property, and will solicit purchase offers from the public. When an offer or offers are received, they then bring the highest offer forward for consideration and action by the governing bodies of the involved taxing entities. All the entities must approve the offer, or it is rejected. The law firm has proposed the resale of 13 properties at the bid prices listed in Exhibit A. Each of the 13 properties was reviewed by Engineering, Planning/Environmental and Strategic Initiative (ESI), and Housing and Community Development for potential City use. Per Rudy Bentancourt, Housing and Community Development Director, each project has been vetted for potential removal from the list. Each property, however, is currently under a 2 -year statutory right of redemption period with the earliest of four (4) properties being released in November 2019. Section 34.21 of the Texas Property Tax Code gives any person who loses their property at a tax sale, the absolute right to redeem the property from the tax sale purchaser within a limited amount of time — in this case, two (2) years. Additionally, removing any property from the list will require a funding source to maintain the abatement of the properties - as well as a funding source to purchase the properties from the governing body of each of the taxing entities. As a result, City staff decided not to pull any of the 13 properties from the list. The monies received from this sale are distributed pursuant to the property tax code. The net proceeds from the sale are first applied to pay off the outstanding court costs and the remaining funds are applied on a pro rata basis to each taxing jurisdiction. Approval of the ordinance will authorize the Nueces County Judge to execute a Resale Deed for the properties listed so they can be returned to the property tax roll for the upcoming year. ALTERNATIVES: n/a OTHER CONSIDERATIONS: Do not accept offers. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/NON-EMERGENCY: This item is not an emergency and is scheduled for approval in two readings. DEPARTMENTAL CLEARANCES: • City Attorney's Office • Engineering • Planning/ESI • Housing and Community Development FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: 2018-2019 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - $ 71,408.44 - $ 71,408.44 BALANCE - $ 71,408.44 - $ 71,408.44 FUND(S): General Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Tax Resale Property List Exhibit B — Letter from Linebarger Goggan Blair & Sampson, LLP Ordinance Presentation Ordinance authorizing the resale of 13 properties for $183,553.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $32,475.02 plus $38,933.42 for partial payment of City paving and demolition liens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Pursuant to Section 34.05 of the Tax Code, the governing body of the City of Corpus Christi authorizes the resale of 13 properties listed on the attached and incorpo- rated Exhibit A for $183,553.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $32,475.02 plus $38,933.42 for partial payment of City paving and demolition liens. Section 2. The Nueces County Judge is authorized to execute a resale deed for each property upon payment to the City of the City's share of the tax resale proceeds. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith The foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith PASSED AND APPROVED this the day of , 2019 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor EXHIBIT A TAX RESALE PROPERTY LIST Item # Suit Number Property Location Legal Description Amount of Bid City's Portion City's Portion of City Paving and Demo r :a.. 1 2221 2011DV-1406-E 613 Cheyenne Street 6458-0000-0402; Lot 40-C, Patrick Gardens Subdivision $ 5,000.00 $ 467.80 $ 1,250.50 2 2223 2014DCV-2768-C 1008 South Brownlee Boulevard 0487-0006-0140; Lot 14, Block 6, Bay View Addition No. 2 2,500.00 82.06 648.88 3 2224 2013DCV-1426-B 2911 Rhodes Court 3410-0002-0060; Lot 6, Block "B", Highway Park Addition 5,000.00 244.02 2,022.97 4 2225 2013DCV-1426-B 2917 Rhodes Court 3410-0002-0070; Lot 7, Block "B", Highway Park Addition 7,000.00 668.28 1,971.25 5 2228 2010DCV-4064-G 3449 Lawnview 6103-0614-0060; The North 15 feet of Lot 5, and all parts of Lots 6, 7, 8, 9, and 10, Block 614, Port Aransas Cliffs 35,000.00 6,418.55 3,764.09 6 2234 2013DCV-4112-F 118 North Staples Street 8161-0018-0015; 0.732 acre, more or less, out of Block 18, Central Wharf & Warehouse Co. Subdivision, and part of Lot 1, Blucher Subdivision 'A' 45,000.00 14,002.85 2,737.81 7 2240 2013DCV-2613-A 705 Lantana 2232-0000-2510; Lot 251, Ebony Acres #3 Subdivision 6,000.00 180.45 2,895.40 8 2245 2013DCV-1418-H 1107 Kinney Street 8161-0016-0030; Lot 3, Seaton & Stewart Subdivision of Block 16 of the Central Wharf and Warehouse Company's Subdivision 27,551.00 6,196.99 108.49 9 2249 2015DCV-2767-E 2618 Riggan 8802-0006-0170; Lot 17, Block 6, Tracy Addition 2,650.00 81.25 140.04 10 2257 2014DCV-3998-G 1432 14th Street 0481-1101-0490; Lots 49 and 50, Block 1101, Bay Terrace No. 2 Addition 8,000.00 1,286.21 441.37 11 2258 2014DCV-4384-G 1101 12th Street 0487-0005-0010; Lot 1, Block 5, Bay View No. 2 Addition 2,300.00 45.27 491.39 12 2259 2014DCV-4384-G 3562 Austin Street 6103-0615-0610; Lots 61, 62, 63, and 64, Block 615, The Cliffs Addition 22,552.00 2,142.00 11,776.99 13 2260 2014DCV-4384-G 618 Ohio Avenue 4470-0003-040; The West 20 feet of Lot 34 and all of Lot 35, Block 3, Lindate Park Section 1 15,000.00 659.29 10,684.24 Total $ 183,553.00 $ 32,475.02 $ 38,933.42 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP ATTORNEYS AT LAW 500 N. Shoreline Blvd. Suite 1111 (78401-0357) P. O. Box 2991 Corpus Christi, TX 78403-2991 (361) 888-6898 (361) 888-4405 - FAX January 31, 2019 Ms. Constance Sanchez Director of Financial Services City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 Re: Consideration of bids received for Tax Resale Properties Dear Ms. Sanchez, As you are aware, our firm represents the City of Corpus Christi in the collection of delinquent property taxes. As part of our overall effort to collect delinquent taxes in the City of Corpus Christi and the other taxing entities in Nueces County, we regularly post properties for tax sale by the Nueces County Sheriff. At the sale, if there are no bidders willing to offer the minimum opening bid amount, the property is "Struck Off' to the Nueces County taxing entities for the amount due against it. A Sheriffs Tax Deed is filed in the name of Nueces County, as Trustee for all of the taxing entities owed taxes on the property. We continue to try to sell these tax resale properties, and when we receive a purchase offer, we bring it forward to the taxing entities for their consideration and action, in accordance with the Texas Property Tax Code. Enclosed please find bid analyses and maps for thirteen tax resale properties for which we have received purchase offers. The enclosed offers represent the best and highest received to date. We respectfully request that you place these offers on the City Council's agenda for the Council's consideration and action at their next available regular meeting. If the Council approves all 13 offers as submitted, the City will receive $32,475.02 in delinquent tax revenue, $38,933.42 in payment of demo liens, and restore as much as $551,006.00 in taxable property value to the tax rolls. We have received multiple offers for several of the properties. If the City Council approves the offers, we will schedule a second auction of these properties with the opening bids set at the amounts approved by the taxing entities. This is the procedure we have used for many years to obtain the best results for our clients. The prospective buyers are all aware of this procedure, as it is spelled out in the terms of sale on the Tax Resale Offer Form, which they fill out and sign to submit their offers. Please let me know as soon as possible when the meeting dates are confirmed. In the meantime, if you have questions regarding these matters, please contact me at your convenience. Sincerely, Marvin Leary Area Manager Enclosures: Bid analyses and maps for 13 tax resale properties ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: of Current Value: 2011 DV -1406-E; Nueces County vs Isaac Orta, Jr. 6458-0000-0402; Lot 40-C, Patrick Gardens Subdivision 613 Cheyenne St. - Corpus Christi November 7, 2017 23,297.48 5,000.00 2,044.50 19,984.00 21.46% 25.02% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 3,254.81 374.22 City of Corpus Christi 4,068.68 467.80 Corpus Christi Independent School District 5,752.73 661.42 Del Mar College 1,753.06 201.56 City Paving & Demo Liens 8,468.20 1,250.50 A COMPLETELY DILAPIDATED HOUSE ON A 54' X 145 FT LOT, LOCATED 2 BLOCKS SOUTHWEST OF THE INTERSECTION OF BALDWIN AND MORGAN. THE PROSPECTIVE PURCHASER IS JOEL RODRIGUEZ OF CORPUS CHRISTI. 2221 Nueces CAD Map Search 5295 {{ 265264 265296 265470 t 265469 265442 I' 5473 265462 265465 265444 65445, 265467 j _,. it I 265444 265464 265447 265448 265450 265451 ;5476 265461 1 265453 5478 �i 265459 1 265453 265435.. 265438 265458 265457 5479 2654561379450 265429 265430 I 265420 265420 265431 265420 265418 265425 265425 265423 265418 265384 265403 265404 265407 265408 265394 265402 265399 265398 265395 265411 265391 265412 265390i 265388 I ( 265417'•., 1 265417 .20005257 281549 182683, 182686 s 182683 182667 182 32689, 182706 82705 1700 281703 281702 (__ . 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Brownlee Blvd. - Corpus Christi November 7, 2017 19,882.04 2,500.00 1,488.50 7,755.00 12.57% 32.24% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 1,385.46 70.49 City of Corpus Christi 1,612.91 82.06 Corpus Christi Independent School District 3,425.94 174.29 Del Mar College 703.44 35.79 City Paving & Demo Liens 12,754.29 648.88 A VACANT RESIDENTIAL LOT, 47 FTX 132 FT, LOCATED 3 BLOCKS EAST OF THE CROSSTOWN EXPRESSWAY BETWEEN AGNES AND MORGAN. THE PROSPECTIVE PURCHASER IS ALAN QUERIDO OF CORPUS CHRISTI. 2223 Nueces CAD Map Search J 60m 20076 229757', 2975 !11 229747 229748 229741 2450;2 I229755 1229766 229760 229757 ccs, .229768 it 245014 I 229753 - 1 245016267003 266994 • 245017 • 245018 :- 266995 287002 267001 I 267005 267000 266999 190886 190865 190684 I 190871 790883 190872 266996 I 266997 190882 ! 190873 190881 II 1908 4 190880 190879 ! I 190875 ! i 190876 190877 '. 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I ' — I 1 190826 I ! 190815 I 190774 190.2 f{!,I 190773 ! _...._-_-_ 190825 190815 I, 0763 877 190772 1 7 _ 1 190824 ---- — i II 90818 19� 67 iI 1 1190769 I1907711 190764 190822 '.190819 I 1 1 I I I 190848 Iona - 190830 190794 190726 190725 I, 190733 190734 190707 I 90708 190724 190710 190723 'I.1 190711 790722 t'I 190712 190713 190721 107i8 490704 190714 190678 I 190679 190638 190623 190637 I 190624 190636 190635 190625 190626 190634 190627 150633 190628 1906632 _ 190629 190631 I 199630 1 190657 ' 190639 I 190656.1 190642 190666 190643 �I 190654 t 190644 190653 I 190646 I ! 190645 190650 190651 1100640 1190649 1 190647 190675 190675 https://propaccess.trueautomation.corn/mapSearch/?cid=75&p=190740 190658 190659 190660 6/11/2018 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax 1D# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2013DCV-1426-B; Nueces County vs. Eddie Wright 3410-0002-0060; Lot 6, Block "B", Highway Park Addition 2911 Rhodes Ct. - Corpus Christi November 7, 2017 10, 573.13 5,000.00 1,830.25 19,998.00 47.29% 25.00% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 860.72 235.88 City of Corpus Christi 890.43 244.02 Tuloso Midway Independent School District 2,052.44 562.48 Del Mar College 380.97 104.40 City Paving & Demo Liens 6,388.57 2,022.97 A VACANT LOT, 50 FTX 150 FT, LOCATED JUST OFF LEOPARD ST., NEAR MCKENZIE RD., IN TULOSO MIDWAY ISD. THE PROSPECTIVE PURCHASER IS ALAN QUERIDO OF CORPUS CHRISTI. 2224 ti -234 7 1 }- 4>12 Se ae 34- d h y 1;•130; 1,06 J-,J.S> JS3,S> " N I G3t1 JAY re 35.119•. 263-138-1130 0.353 AC Lura.- ¢7 21 x e.,1 :V/L4L II" 2B sate 8 P22.1t ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2013DCV-1426-B; Nueces County vs. Eddie Wright 3410-0002-0070; Lot 7, Block "B", Highway Park Addition 2917 Rhodes Ct. - Corpus Christi November 7, 2017 22,713.24 7,000.00 1,830.25 19,998.00 30.82% 35.00% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 3,120.83 690.27 City of Corpus Christi 3,021.43 668.28 Tuloso Midway Independent School District 6,989.47 1,545.94 Del Mar College 1,329.25 294.01 City Paving & Demo Liens 8,252.26 1,971.25 A VACANT LOT, 50 FTX 150 FT, LOCATED JUST OFF LEOPARD ST., NEAR MCKENZIE RD., IN TULOSO MIDWAY ISD. THE PROSPECTIVE PURCHASER IS LEROY FRANCO OF CORPUS CHRISTI. 2225 L 234 3 415 7 y� C tiIV 1 }- 3 Nag �!, sac 18 — 1" `._ _ _ I 1,z,.1T-� e,,• 1 9 !41.14 /o ,a A IIA E PLA1 \ x QllBt REPLATN to • e5.714i1 llC ti so DQ. r<Fo� QED - 4-1000 ' e,t Yco _ _ _I y/ 114 _ ST� o�3r1A rf..a■ 2i+ 2A 71 0.353 AC 3S.2rp., 263-138-1/30 V.21 7.21 4 Y/LL ZZ15 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2010DCV-4064-G; Nueces County vs. Yolanda Peronis 6103-0614-0060; The North 15 feet of Lot 5, and all of Lots 6, 7, 8, 9, and 10, Block 614, Port Aransas Cliffs 3449 Lawnview - Corpus Christi January 2, 2018 128,066.83 35,000.00 2,995.78 56,003.00 27.33% 62.50% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 21,594.30 5,396.47 City of Corpus Christi 25,684.22 6,418.55 Corpus Christi Independent School District 54,547.65 13,631.59 Del Mar College 11,178.42 2,793.52 City Paving & Demo Liens 15,062.24 3,764.09 A VACANT RESIDENTIAL LOT, 140 FTX 125 FT, LOCATED 3 BLOCKS EAST OF DRISCOLL CHILDREN'S HOSPITAL, BETWEEN ALAMEDA & SANTA FE. THE PROSPECTIVE PURCHASER IS C & H ELITE CONSTRUCTION, LLC OF CORPUS CHRISTI. 2228 Nueces CAD Map Search Page 1 of 1 276634 194671 276746 276593 194670 : '276747 276539 276745 276642,% ' 276540 276749 276544 '276750 276626 276897 276739 276755 277058 ,"277052„, 276891 ' 277049 276888 276772 276887 276773 , " 276771 '277045 , 276666 276687 276665 ' 2766 276668 276669 276670 276671 276662 276931 276673 276927 277084 276926 277085 60m 200ft 277086 276764 276676 276677 276654 2 2z8 https://propaccess.trueautomation.com/mapSearch/?cid=75&p=276734 6/11/2018 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: 2013DCV-4112-F; Nueces County vs. John A. Cardenas Tax ID# & Legal: 8161-0018-0015; 0.732 acre, more or less, out of Block 18, Central Wharf & Warehouse Co. Subdivision, and part of Lot 1, Blucher Subdivision 'A'. Property Location: 118 N. Staples St. - Corpus Christi Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: March 6, 2018 58,278.08 45,000.00 1,847.50 191,610.00 77.22% 23.49% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 10,186.21 11,148.23 City of Corpus Christi 12,847.05 14,002.85 Corpus Christi Independent School District 26,871.26 29,303.21 Del Mar College 5,472.89 5,960.40 City Paving & Demo Liens 2,900.67 2,737.81 A COMMERCIAL BUILDING, 13,433 SQ FT, ON AN L -SHAPED LOT LOCATED ON THE EAST SIDE OF N STAPLES ST., BETWEEN BLUCHER AND KINNEY. THE BUILDING IS IN POOR CONDITION. THE PROSPECTIVE PURCHASER IS ERF REAL ESTATE, INC. OF CORPUS CHRISTI. 2234 Nueces CAD Map Search Page 1 of 1 Om 7 OOft • 200022688 200022690 https://propaccess.trueautomation. com/mapSearch/?cid=75&p=200115756 11/16/2018 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2013DCV-2613-A; Nueces County vs Maria Hiracheta 2232-0000-2510; Lot 251, Ebony Acres #3 Subdivision 705 Lantana - Corpus Christi April 3, 2018 28,117.28 6,000.00 2,308.50 16,865.00 21.34% 35.58% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 1,602.78 152.58 City of Corpus Christi 1,895.60 180.45 Corpus Christi Independent School District 4,032.96 383.92 Del Mar College 831.48 79.15 City Paving & Demo Liens 19,754.46 2,895.40 A VACANT RESIDENTIAL LOT, 90 FTX 156 FT, LOCATED AT THE CORNER OF LANTANA AND HAMPSHIRE, ACROSS FROM GIBSON ELEMENTARY SCHOOL. THE PROSPECTIVE PURCHASER IS ALAN QUERIDO OF CORPUS CHRISTI 2240 Nueces CAD Map Search 200113400 2 0113396 200113390 I L 200113388 9 J 176220 205112321 I ; 200113324 255803 255802 200113350 2001133 6 2 0113342 200113338 200113364 I _ ......_ 228342 ‘200113326 I-- 255801 200113326, 255800 255799 255798 255797 255796 255795 255794 200/84 1., 255783 255782 „....„. 255781 255780 1 255779 255778 255777 255776 255775 255774 255773 255772 255793 I 255771 1 1 . r 283012830 314228313 2831222831122830922830822830722830612283052283042283031 22.102 _ '1 I 29712282981 124128240. 113132 HALL -I 228131 228130 60m 228345 I : 226129 22812 11 28121 228126 1 I 1 1 1 I 20050 HA11 228114 228118 I 228115 I 228116 25581 255810 200091652 228239 228238 228237 1 228236 1 228235 228174 228175 228173 228173 1 228110 228109 228113 228176 Page 1 of 1 t -t 228234 228177 228178 228179 : I . 228172 : 228171 228170 228169 r I 214° https://propaccess.trueautomation.com/mapSearch/?cid=75&p=228299 6/11/2018 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: 2013DCV-1418-H; Nueces County vs Sofia Rodriguez 8161-0016-0030; Lot 3, Seaton & Stewart Subdivision of Block 16 of the Central Wharf and Warehouse Company's Subdivision Property Location: 1107 Kinney St. - Corpus Christi Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: May 1,2018 228,443.54 27, 551.00 1,595.50 105,572.00 12.06% 26.10% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 46,853.00 5,323.39 City of Corpus Christi 54,541.93 6,196.99 Corpus Christi Independent School District 108,713.05 12,351.86 Del Mar College 17,380.73 1,974.78 City Paving & Demo Liens 954.83 108.49 A 7,000 SQ. FT. COMMERCIAL BUILDING WITH A 1,300 SQ. FT. APARTMENT ON THE SECOND FLOOR. THE BUILDING IS VACANT FOR SEVERAL YEARS AND IN POOR CONDITION. THE PROSPECTIVE PURCHASER IS ERF REAL ESTATE, INC. OF CORPUS CHRISTI. 2245 U-17 F L k /i /c /4 /i /L .T /[ T. ra /0 /l /t ,., a /O s 1,- 4 7 4 4 4 it © 't 44 IJ IG 1, r0 Ir Q 34 a/ Jx r p a I: 1 /7 /4 /4 20 x/ ii IJ 44 —80 -70 -GO 50 0 121 6- 2 I< 81G1 15- -50 -40 I4 ST. 80 -60 4 O a c -I5 -40 -30 -2C © 816113- /4 / // /[ /3 4 • 4105 ` 44 -120 -130 /0 -140 /a -150 -165 O /L -160 ©^ 6 -_/ -4 161 14- 070 4 ,f-`0 r ©, 2 .•Y • • -30, ♦Y �=J /0 // /t 1 -20 15 L -1 /3 /4 ro 01 90 W Q 0) -II /J 0 /1 It I/ 21Jf 0 /3 CO -1 L�6 IO /a 90 /4 O �0©-1:0 p 9 • ci ra n Jt> :!1iIiiL S T. .I 44i is Ts/ T L $I 3 I 1,30 44 4 -40 47 1680 -50 0-30 c E. B. COLES -GO -70 16408 T7 . /0 100 k a Jo -60 - 50 -40 30 -20 /4 -10 a 7 c 4- 4 3 c / 81®2 9 /0 / // /2 /3 /4 /3 /[ y _90 -120-130-140-150' 44 --Go 4 i--1 -80 l 70 -90 BIG -50 S I -II - 40 20 a® SCH -30 7 4 _0 -IO 7831- 6-80 NT2EL® -20 104 9 831-6- O- 50 TRACT © arr <c -30 A: -60 Ih 0) CARRIZO SOUTH BLUFF PARK /0.0/ AVE. NUECES COUNTY APPRAISAL DISTRICT gala. !co 36 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2015DCV-2767-E; Nueces County vs Kathleen Balli Chupe 8802-0006-0170; Lot 17, Block 6, Tracy Adddition 2618 Riggan - Corpus Christi July 3, 2018 27,604.38 2,650.00 2,151.50 8,750.00 9.60% 30.29% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 3,778.36 68.23 City of Corpus Christi 4,499.39 81.25 Corpus Christi Independent School District 9,637.89 174.05 Del Mar College 1,934.07 34.93 City Paving & Demo Liens 7,754.67 140.04 A VACANT RESIDENTIAL LOT, 50 FTX 140 FT, NEAR THE INTERSECTION OF BALDWIN BLVD. & THE CROSSTOWN EXPRESSWAY. THE PROSPECTIVE PURCHASER IS ALAN QUERIDO OF CORPUS CHRISTI 2249 Nueces CAD Map Search Page 1 of 1 200043471 200043509 200043473 200043457: 043511 200043455 0043513 200043451 200043445 200043517 ..._ 200043519 ....,200043521 043523 200043557 200043491 200043559 200043489 200043525 200043561 187596 200043487 200043481 200043563 200043565 3001 A 100ft https://propaccess.trueautomation.com/mapSearch/?cid=75&p=200043515 1/9/2019 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2014DCV-3998-G; Nueces County vs Ignacio S. Villa 0481-1101-0490; Lots 49 and 50, Block 1101, Bay Terrace No. 2 Addition 1432 14th St. - Corpus Christi November 6, 2018 16,057.86 8,000.00 1,813.50 25,000.00 49.82% 32.00% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 2,919.93 1,124.94 City of Corpus Christi 3,338.52 1,286.21 Corpus Christi Independent School District 7,174.24 2,763.97 Del Mar College 1,479.54 570.01 City Paving & Demo Liens 1,145.63 441.37 A DILAPIDATED HOUSE, VACANT AND ABANDONED FOR SEVERAL YEARS, ON A 50 FTX 125 FT LOT NEAR THE INTERSECTION OF BROWNLEE AND MORGAN THE PROSPECTIVE PURCHASER IS HILLEL KOHLER OF CORPUS CHRISTI. 2257 39 I II 132' 20 -190 1e 87 t9 IC. 15 14 13 12 G4' 1 G6. 132' ti 2 9- 3 iR •: r 6 7 9 ti 10 1^, 132. CRAIG 44'I 44` 1 44' 111:11-42)- 4.4144141 • 132' 18 17 •� I 1G 15 14'1• 13 132' g 13. `-0 4i 44' 44.'t p64�4 c1. \4P 134 1®.A Q N G •;rel. 8 172. 44'144. (44' a•t4191 96_1_0:51_0Q_ 41, ..'I 1°1 44 i 44.1 44 N 1 I I 11_ ST. ass' 45. i 47. 1 b I 2o Ii 'PTltL1�l Es£Fq1 2 - . -10 2 4 87- 3 legffl MP a Ille 487;4 6 N1 8 1320 I 3.4- 9 MORGAN 131' z ejccmPr x-190 " 1e -170 17 139• •, 3 4 15- 4 - IA Zit 13 7l • '4%O 46 "-C 47 7 •c 9 ry 10 139 43 42 1-1 U) 41 oa' 44 . 133 39 36 3s .k ,7r 32 31 90 29 24 ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: of Total Due: of Current Value: 2014DCV-4384-G; Nueces County vs Starlee Ann Driscoll 0487-0005-0010; Lot 1, Block 5, Bay View No. 2 Addition 1101 12th St. - Corpus Christi November 6, 2018 17,478.37 2,300.00 1,613.84 7,631.00 13.16% 30.14% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 1,478.64 35.81 City of Corpus Christi 1,868.99 45.27 Corpus Christi Independent School District 3,905.23 94.60 Del Mar College 788.26 19.09 City Paving & Demo Liens 9,437.25 491.39 A VACANT RESIDENTIAL LOT, 46.25 FTX 132 FT, LOCATED AT THE SW CORNER OF 12TH ST. & BUFORD ST. THE PROSPECTIVE PURCHASER IS ALAN QUERIDO OF CORPUS CHRISTI 2258 uj U .f.,f 0 ; i ...., b..1 4 .. .. I.1f Ai., Sef"'•c4 _�- � 1 ' 1 r STREET AVENUE U- 5NUEC ES COUNTY 3/97 APPRAISAL loo' u-3 u-36 DISTRICT ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: of Current Value: 2014DCV-4384-G; Nueces County vs Starlee Ann Driscoll 6103-0615-0610; Lots 61, 62, 63 and 64, Block 615, The Cliffs Addition 3562 Austin St. - Corpus Christi November 6, 2018 52,504.41 22,552.00 1,613.84 50,000.00 42.95% 45.10% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 4,160.91 1,659.32 City of Corpus Christi 5,371.26 2,142.00 Corpus Christi Independent School District 11,176.74 4,457.16 Del Mar College 2,263.59 902.69 City Paving & Demo Liens 29,531.91 11,776.99 A VACANT RESIDENTIAL LOT, 100 FTX 125 FT, LOCATED AT THE CORNER OF AUSTIN ST. & ROPES ST., 2 BLOCKS EAST OF DRISCOLL CHILDREN'S HOSPITAL. THE PROSPECTIVE PURCHASER IS STEVE ALMOND OF CORPUS CHRISTI 2259 S/NCLAIR SANTA FE r-SOs•.. ISG = 7700— A • ...-�. Y ti A A 0 2Ll' i4i1t ..� •J In a 1. It 11 A 1. '7695 7705' 1 oar rid BANTA FE i,. 1.1 n /l.s .1,J 7-0 w./How 1-R . u 1 113 • UNIT 9 17 AA 2 5 Y .3 I0 MONTERREY 13 nsi it 1 �,I 41. I .l)r I 11 N I^ a 1,1 I - 1 ti i Y a I '111 sls A a � 1 Fn. , 1 1 "1 h ' A e�. 1 1 I N Y . I 1, 1 y N ''''l� Ia. 1 r3 b ^ r,,- § ^ ..I. h A A) t I ,. II ItivI I i Ii' JI Z, _ ; ^ I ...-elP 1 A �' llts .1. I^' '9i , I 111 .1 Cn Z'i NNi~ I .. M I I 81e I I ti h .,•I .11 1 N y I t t II +Its 3 Z n « e a b rr IT A rr L A WN V/EW 1 5. rl AUSTIN 44. A Y IY 3 A { I; 1a IA I, b A r h ri A A I A � �!1 I isr I" A A 1--I A :'11.,,; I ..j' d A I e 1 T �r r-" a a 10 S Ir I I ''I ir^` . �, J ® A t A AI 1 , C h ' A 3 . 1.1 .1 r In ., , I J .n « ,, 1r . l'. A t' I I i : ✓,z j JO Y .� i 1 I Yr A 4 Jill I A4 it I w 1 I ITIS 7 1 a hb I* t� 4 111 R'A 6.� 1 1 .� ri 3 � I. T.' .r._ I ^ �'.A `I 111 3 re TOPEKA S. ALAMEDA w ct U 46 it h ` h r. A /,t i` 1 i k nn. A; ,1, :I` al � Ir L A ba A A / ., AIAA ,I, T 1 1.4. 2 r. `10 IU I L A I 0 '11 Z. "I" 1 1 YAC I .to A; t z 5: 3 : A Y Y: N 2474. v I 1 2 Til I I s T S S? C'A A A Y A A R h" a .z A It a A A Y J Y A A rr S. ALAMEDA w ct U 46 it h ` h r. A /,t i` 1 i k nn. A; ,1, :I` al � Ir L A ba A A / ., AIAA ,I, T 1 1.4. 2 r. `10 IU I L A I 0 '11 Z. "I" 1 1 YAC I .to t t z 5: 3 : A Y Y: 13 A I.I 1 of A rr • A A A 1 A ti A 1r A A .el x / �5 A. A er AAAaata n h 6103—BIG— F t ., A ,1, :I` al � Ir L A ba A A / ., AIAA ,I, T 1 1.4. 2 r. `10 IU I L A I 0 '11 Z. "I" 1 1 YAC I .to 113, 1 '41 r 1110 — A A A a ,„,' `u 1 1 A -., I' ,!li: f I A 1rr .., 1. -, n h 6103—BIG— F t ., .. I 1 IRA 11 s « .. .. - C a :N—.1 - 610. 1 86 hA;IAA V' I 1 nL s::AA ANALYSIS OF OFFER RECEIVED FOR TAX RESALE PROPERTY Suit Number & Style: Tax ID# & Legal: Property Location: Date of Sale: Amount Due All Entities: Amount of Offer: Cost of Sale: Current Value: % of Total Due: % of Current Value: 2014DCV-4384-G; Nueces County vs Starlee Ann Driscoll 4470-0003-0340; The West 20 feet of Lot 34 and all of Lot 35, Block 3, Lindale'Park Section 1 618 Ohio Ave. - Corpus Christi November 6, 2018 28,676.93 15,000.00 1,613.84 21,840.00 52.31% 68.68% Entity Name Amount Due Each Entity Amount You Will Receive Nueces County 1,028.59 480.14 City of Corpus Christi 1,412.38 659.29 Corpus Christi Independent School District 2,751.20 1,284.24 Del Mar College 596.11 278.26 City Paving & Demo Liens 22,888.65 10,684.24 A VACANT RESIDENTIAL LOT, 80 FTX 130 FT, LOCATED ON OHIO AVE., ONE BLOCK WEST OF ALAMEDA. THE PROSPECTIVE PURCHASER IS GENEVA SALINAS OF CORPUS CHRISTI 2260 U JJ I I I I 7/94 /2 3f 49,4\ /3 /C /r d�$ /4 31 F/FTEENTH AVENUE cr. _ loo' AVENUE /[ / q 2 3 4 r T 6 l O __I.. .. 33 .-+ I 30130 1 —.i__ 1 52 I -^ I IS I. /0 J/ 1 I /9 l,1 /1 /2 /J /F /5 '4 /7 40 Ito I /G I J ee Of 3' ..jam ; 20 8 \ 2 40 33 I 139 • I /31 45 1 30 . I., S0 I30 I 1 Jr1 I .� 4S 1/f 36 7I ., �'0 30 2f 20 .. I I 1 27 . I '51 45 I I 24 .-.. I .0130 2r 24 I I 13 30130 1 241 43" 1/134 2/ +/ AVENUE /[ 31 tel 4o dJ I' _o, 3./ rol Io y , I .. JS 1 20 40 Ito 00 I 4, 35130 I I_ 1 41 30 i 33 l3 1/3 001' 7 3 5 .'01 30S Co le • /J I / 12 J 4 S C 7 5 9 I /2 a /L /J /1 /J /0 /7 /8 ° /7 4. R 1 I 1 ! i ( 1 I I 1 I 1 I </.n 1 I • I I I I n I II C nC.3. —,1----/1 32 lO —1j--1 2J 27 11 2r C2L I 0 34 r' .. I .. 1 . , I I 1 a ° : G33-301 1 K ( IS 1? I „IS I i 301 00 •I2 V0 I Lf 1 9ft 10 i 127 I 6 I 1:. 24 L3 LL L/ co LO rrry f• 41,r e o / 76 0' 45 4 Iz 12r 41/1 '71 3$ 4 301 30 d4 / I 1f 13' 3, I 7 "I I/0 I' x313, AVENUE / '7 /2 A VENUE J 4S I,S _o, 3./ rol Io y , I .. /0 r tc I I_ ,4 ...1 00 I 4, 35130 I I_ 40 :o I r 1'' 41 ir' I. 40 001' 7 3 5 /0 /0 /5 I /2 I /J I /4 i /C I /7 I I 1 /f , 20 0 1 I 1 1 I I I 1 /01.4 I / IS� 1 ! 1 1 1 I I I 1 </.n T n II ° ^ 1 J3 32 3/ 70 2 2J 27 24 i 2r 124 23 C2L C/ r' .. I .. 1 . , .101J •.9f >' VN 4470 - AVENUE U51 •, 3131 4S I,S _o, 3./ ,11 41 3o I.W 43 Is. _, a � J 30 'l co Cr .0440 0, 4 r G 7 3 19 L //1 /2 /J /4 /5 4, /1 1 0 1 I I I /01.4 I / IS� 1 ! 1 1 Co cS 0034 U51 •, 3131 4S I,S _o, 3./ s Ic I • /7 I Ica /L _, a � J 30 'l / v /2lb U51 •, 3131 4S I,S _o, 3./ 43 '1 _, a � J 30 'l / v .2 3 4 G 7 a 9\ /e I i 1 0 I1 I /01.4 I Iii 1 1 ca 0 NIIFCFS COUNTY APPRAISAL DISTRICT ALAMEDA U 53-A Resale of Foreclosed Properties Council Presentation February 12, 2019 Tax Resale Property List Item # Suit Number Property Location Legal Description Amount of Bid City's Portion City's Portion of City Paving and Demo Liens 1 2221 2011DV-1406-E 613 Cheyenne Street 6458-0000-0402; Lot 40-C, Patrick Gardens Subdivision $ 5,000.00 $ 467.80 $ 1,250.50 2 2223 2014DCV-2768-C 1008 South Brownlee Boulevard 0487-0006-0140; Lot 14, Block 6, Bay View Addition No. 2 2,500.00 82.06 648.88 3 2224 2013DCV-1426-B 2911 Rhodes Court 3410-0002-0060; Lot 6, Block 'B", Highway Park Addition 5,000.00 244.02 2,022.97 4 2225 2013DCV-1426-B 2917 Rhodes Court 3410-0002-0070; Lot 7, Block 'B", Highway Park Addition 7,000.00 668.28 1,971.25 5 2228 2010DCV-4064-G 3449 Lawnview 6103-0614-0060; The North 15 feet of Lot 5, and all parts of Lots 6, 7, 8, 9, and 10, Block 614, Port Aransas Cliffs 35,000.00 6,418.55 3,764.09 6 2234 2013DCV-4112-F 118 North Staples Street 8161-0018-0015; 0.732 acre, more or less, out of Block 18, Central Wharf& Warehouse Co. Subdivision, and part of Lot 1, Blucher Subdivision 'A' 45,000.00 14,002.85 2,737.81 7 2240 2013DCV-2613-A 705 Lantana 2232-0000-2510; Lot 251, Ebony Acres #3 Subdivision 6,000.00 180.45 2,895.40 8 2245 2013DCV-1418-H 1107 Kinney Street 8161-0016-0030; Lot 3, Seaton & Stewart Subdivision of Block 16 of the Central Wharf and Warehouse Companys Subdivision 27,551.00 6,196.99 108.49 9 2249 2015DCV-2767-E 2618 Riggan 8802-0006-0170; Lot 17, Block 6, Tracy Addition 2,650.00 81.25 140.04 10 2257 2014DCV-3998-G 1432 14th Street 0481-1101-0490; Lots 49 and SQ Block 1101, Bay Terrace No. 2 Addition 8,000.00 1,286.21 441.37 11 2258 2014DCV-4384-G 1101 12th Street 0487-0005-0010; Lot 1, Block 5, Bay View No. 2 Addition 2,300.00 45.27 491.39 12 2259 2014DCV-4384-G 3562 Austin Street 6103-0615-0610; Lots 61, 62, 63, and 64, Block 615, The Chit Addition 22,552.00 2,142.00 11,776.99 13 2260 2014DCV-4384-G 618 Ohio Avenue 4470-0003-040; The West 20 feet of Lot 34 and all ofLot 35, Block 3, Lindate Park Section 1 15,000.00 659.29 10,684.24 Total $ 183,553.00 $ 32,475.02 $ 38,933.42 #1 613 Cheyenne Street 613 Cheyenne St 0 25 50 100 Feet 3 #2— 1008 South Brownlee Blvd. I II r 11 I -■ 11, te =1 F6 •a LiY:+W� I 11---72-11 {11 11 I 1008 S Brownlee Blvd 0 25 50 100 vFEci 4 #3 — 2911 Rhodes Court (Lot 6) 2911 Rhodes Ct 0 25 50 100 v Feet #4 — 2917 Rhodes Court (Lot 7) 2917 Rhodes Ct 0 25 50 100 v Feet #5 — 3449 Lawnview 3449 Lawnview St O 25 50 100 v Feet #6 —118 North Staples Street 118 N Staples St b�. 0 25 50 100 v Feet 8 #7 705 Lantana 705 Lantana Rd 0 25 50 1 CO Feet 9 #8— 1107 Kinney Street 1107 Kinney St 0 25 50 100 v Feet 10 #9 2618 Riggan 2618 Riggan St O 25 50 100 Feet 11 #10 —1432 14t" Street 1432 Fourteenth St O 25 50 100 v Feet #11-1101 12t" Street 11 - III II, _ir,_.L.,:. 8 1101 Twelfth St O 25 50 1O0 v Fee[ 13 #12 — 3562 Austin Street 3562 Austin St 0 25 50 100 Fe et #13 — 618 Ohio Avenue 618 Ohio Ave O 25 50 100 v Feet QUESTIONS Ordinance appointing Mike James Alaniz, Young Min Burkett, Jacqueline Del Llano Chapa, Gail Loeb, and Patrick 0' Hare as full-time Municipal Judges of the Municipal Court of Record in the City of Corpus Christi, Texas; appointing Gail Loeb as the presiding judge; appointing Jerry L. Batek, Christopher E. Matt, Michael McCaig, Todd A. Robinson, and David Walsh as part-time judges of the Municipal Court of Record in the City Of Corpus Christi; determining salary; providing a term of office; and declaring an effective date WHEREAS, pursuant to Corpus Christi Code Sec. 29-4, the City Council shall appoint municipal judges, as deemed necessary for the benefit and conduct of the court. Each judge shall be appointed by the city council and shall hold office for a two-year term coterminous with the term of the appointing city council unless sooner removed or until the successor, if any, is appointed; and WHEREAS, the City Council shall by ordinance appoint its municipal judges pursuant to Texas Government Code 30.00006 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That Mike James Alaniz, Young Min Burkett, Jacqueline Del Llano Chapa, Gail Loeb, and Patrick 0' Hare are appointed as Municipal Judges of the Municipal Court of Record in the City of Corpus Christi, Texas. SECTION 2. That Gail Loeb is appointed as Presiding Judge of the Municipal Court of Record in the City of Corpus Christi, Texas. SECTION 3. Jacqueline Del Llano Chapa and Patrick O'Hare shall receive the fixed salary of $100,873. Mike James Alaniz and Young Min Burkett shall receive the fixed salary of $99,404. The Presiding Judge, Gail Loeb shall receive the fixed salary of $117,491. SECTION 4. That each person appointed as Municipal Judge of the Municipal Court of Record will not be entitled to a car allowance. SECTION 5. That Jerry L. Batek, Christopher E. Matt, Michael McCaig, Todd A. Robinson, and David Walsh are appointed as Part -Time Judges of the Municipal Court of Record in the City of Corpus Christi, Texas. SECTION 6. That Jerry L. Batek, Christopher E. Matt, Todd A. Robinson, and David Walsh shall receive an hourly rate of $46.26 per hour. That Michael McCaig shall receive an hourly rate of $44.69 per hour. SECTION 7. That each judge shall hold office for a term coterminous with the term of the appointing City Council unless sooner removed or until the successor, if any, is appointed. SECTION 8. This ordinance constitutes an action by the City Council not to reappoint any and all judges not appointed herein. 1 SECTION 9. This ordinance takes effect upon passage on second reading. 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 19, 2019 Action Item for the City Council Meeting of February 26, 2019 DATE: February 19, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Police Chief MikeMa@cctexas.com (361) 826-2601 Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Gilbert Hernandez, Director of Municipal Court GilbertH@cctexas.com (361) 826-2515 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Psychological Services for Police, Fire, Airport, and Municipal Court CAPTION: Motion authorizing a three-year service agreement for psychological services with Kathryn W. Soward, Ph.D., of Corpus Christi, Texas, for an amount not to exceed $78,750.00, with two one-year options for a potential total amount not to exceed $131,250.00. PURPOSE: This item is to approve a service agreement with Kathryn W. Soward, Ph.D. for psychological services for Police, Fire, Airport, and Municipal Court. BACKGROUND AND FINDINGS: The psychological services provided through this agreement include a state mandated evaluation to determine if recommended candidates are psychologically fit to perform the duties of police officer, firefighter, crime scene technician, dispatcher, airport public safety officer, and Municipal Court Marshal. Provided services will also include consultations, counseling, and support services for officers and civilian employees of Police, Fire, Airport, and Municipal Court on an as needed basis. The Purchasing Division conducted a competitive Request for Proposal (RFP) process and received one proposal. The Purchasing Division determined the pricing is fair and recommends Dr. Kathryn Soward for award. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department Fire Department Aviation Municipal Court FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $517,536.75 $60,750.00 $578,786.75 Encumbered / Expended Amount $100,211.24 $0.00 $100,211.24 This item $18,000.00 $60,750.00 $78,750.00 BALANCE $399,325.51 $0.00 $399,325.51 Fund(s): General Fund, Airport 4610 Comments: The initial contract is for an amount not to exceed $78,750.00 for three years, with an estimated expenditure of $18,000.00 to be funded in FY2018-2019. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 1989 - Psychological Services for Police, Fire, Airport, and Municipal Court Summary Evaluation Matrix Proposal Evaluation Kathryn W. Soward, Ph.D. Minimum Qualifications Licensed Psychologist or Psychiatrist Pass Required five years in business Pass No outstanding lawsuits during last 5 years or current litigation with the City during last 5 years Pass No outstanding regulatory issues last 5 years Pass References Provided for firm Pass Technical Proposal Technical Proposal (50 points) 44 Firms' Experience (30 points) Understanding of Project Scope (20 points) Interview Interview (30 points) 25 Firms' Experience (20 points) Understanding of Project Scope (10 points) Price Price (20 points) 20 Total 89 SERVICE AGREEMENT NO. 1989 Psychological Services for Police, Fire, Airport, and Municipal Court THIS Psychological Services for Police, Fire, Airport, and Municipal Court Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Kathryn W. Soward, Ph.D. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Psychological Services for Police, Fire, Airport, and Municipal Court in response to Request for Bid/Proposal No. 1989 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Psychological Services for Police, Fire, Airport, and Municipal Court ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for three years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $78,750.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Pat Eldridge Department: Police Phone: 361-886-2696 Email: Pat@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Pat Eldridge Police Management Services Director Address: 321 John Sartain, Corpus Christi, Texas 78469 Phone: 361-886-2696 Fax: 361-886-2607 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Kathryn W. Soward, Ph.D. Attn: Kathryn W. Soward, Ph.D. Title: Licensed Clinical Psychologist Address: 5830 McArdle Road, Building 4, Corpus Christi, Texas 78412 Phone: 361-814-1900 Fax: 361-814-5200 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 25. Entire Agreement,. this Agreement constitutes the en Eire agreement between the parties concerning the su bjcct matter of this Agreement and supersedes all prig negotiations, arrangements, agreements and underytandin gs, either oral or written. between the parties CONTRACTOR Signature: Printed Name:( OL .pfd Title: O e r t�'� t t'� - - Date: \ CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance- Purchasing Division Dote: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C; Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: I FB/RFP No. t 989 Exhibit 2; Contractors Bid/Proposal Response Serrrir_v Agreement 5tandcrd Form Pugcr 7 of 7 Attachment A: Scope of Work 1.1. Scope of Work A. Contractor will determine that the recommended individuals are certified as psychologically fit to perform the duties of police officer, firefighter, crime scene technician, airport public safety officer, Municipal Court Marshal and dispatcher as per State of Texas Licensed Psychological and Emotional Health Declaration (L-3). B. Contractor will work in conjunction with Police Administration, Fire Administration, Airport Administration, and Municipal Court Administration to determine what testing materials will be administered for each position. Each department's Administration will administer the tests and process for scoring. The Contractor will retain the testing results. C. Contractor will interview officers who are candidates for a position on SWAT, Hostage Negotiation Team, Peer Counseling, or other special assignment to make recommendations to the Chief of Police. D. Contractor will provide counseling to officers and civilian employees who are suffering from work stress. E. Contractor will provide support services for officers who have used lethal force. F. Contractor will interview and counsel officers who have been involved in a critical incident, including firearm discharges, to make recommendations to the Chief of Police for return to duty. G. Contractor will perform fitness for duty evaluations and make timely written recommendations for return to duty. H. Contractor will provide in-service training and police cadet academy training classes as requested. I. Contractor will be available for consultation 24 hours per day, seven days per week. J. Contractor will be available by cellular phone. K. Contractor will provide services specified within this contract in an office located within the city limits of the City of Corpus Christi. L. Contractor will report results of evaluations to the Chief of Police, Fire Chief, Chief of Airport Police, or Director of Municipal Court. M. Contractor will provide alternate sources by a licensed psychologist during periods of absence. Contractor will provide notice to the Chief of Police if Contractor will be out of cell phone range and specify the psychologist or Page 1 of 2 psychiatrist selected to provide the specified services in absence. Such notices shall be rendered at least one business day prior to leaving cell phone range. N. Contractor will be available for testimony in any matter, in court or for City grievances, for any action brought against the City in which involved. 0. Contractor will submit invoices to the City for all services they provide. Invoices will include dates of services covered by the invoice, explanation of services provided, number of hours expended and the nature of the services. Invoices will be submitted on a monthly basis. Page 2 of 2 Attachment B: Bid/Pricing Schedule DATE.; December ! be 2 2018 CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP No, 1989 Psychological Services for Police, Fife, Airport, and Municipal Court , 14alhryn 1Y- Saw�rd, Ph.D. A TH• NATURE PAGE 1 OF 2 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before cornpleftng proposal - 2. Prowide your best price for eac h item. 3. In submitting this proposal, Proposer certifies that. a- the prices in this proposal have been arrived al independently, without consultation, communication, or agreement with any other Proposer Or competitor.. for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of interest information on file with City's purchasing office. pursuant to the Cade of Ordinances, is current and true, C. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing, ITEM 1.0 DESCRIPTION QTY Psychological Services as outlined in the Scope of Work 625 UNIT HR5 UNIT TOTAL PRICE PRICt? 150.00 578.750.00 Page 1 of 1 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Director of Health Department one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence aggregate PROFESSIONAL LIABILITY $1,000,000.00 Each Claim $1,000,000.00 Each Policy Year Aggregate C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 4 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; Page 2 of 4 • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. Page 3 of 4 I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Police Department Professional Psychological Services (Off -Site) 11/7/2018 sw Risk Management BOND REQUIREMENTS: No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Page 4 of 4 Attachment D: Warranty Requirements Section 8. (A) and (B) are null for this service agreement. Page 1 of 1 AGENDA MEMORANDUM Future item for the City Council Meeting of February 19, 2019 Action item for the City Council Meeting of February 26, 2019 DATE: February 8, 2019 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 CAPTION: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Approval of Master Agreements Facilities Multiple Award Contract (FMAC) Motion authorizing the City Manager or designee to execute a Master Agreement for the Facilities Multiple Award Contract (FMAC) program for a two-year term with the option to administratively renew annually for not more than three additional years, with no guaranteed minimum and a maximum aggregate of $2,500,000 per agreement in any one year with the following: ❑ Barcom Construction, Inc. of Corpus Christi, Texas ❑ Davila Construction, Inc. of Corpus Christi, Texas ❑ Gourley Contracting, LLC of Corpus Christi, Texas ❑ Teal Construction Company, Inc. of Corpus Christi, Texas ❑ Abba Construction, LLC of Laredo, Texas (Alternate Contractor) PURPOSE: Provides five (5) FMAC Master Agreements for Contractors to subsequently compete for minor construction, repair, rehabilitation, and alteration services for city facilities. BACKGROUND AND FINDINGS: The FMAC Program utilizes a set of pre -approved contractors to bid on individual projects or packages of small facilities projects. The construction value of FMAC projects typically ranges from $50,000 to $250,000. FMAC projects are often funded by departmental operating budgets, but the Project No: 19002A 1 JJ/VP Legistar No.: 19-0189 Rev. 2 — 02/11/19 FMAC contracts can be utilized for Bond or CIP projects, as well. Single projects expected to have values greater than $500,000 typically are open bid rather than procured through the FMAC contracts. The FMAC Program was created in 2016 to replace the Job Order Contracting (JOC) program that was established in 2007. The JOC program provided an expedited process for implementing minor facility improvement projects. Over time, the JOC Program began handling larger and more complex projects. Concerns began to develop during 2015 about the fairness of work distribution among the JOC contractors and the use of a unit cost estimating book, such as RS Means, for pricing. IN 2015, the City Manager (Ron Olson) tasked Engineering Services with developing a new approach that would incorporate competitive bidding among contractors and remove subjectivity from the contracting process. The city manager communicated the change from JOC to FMAC to City Council via an email on 12/31/15. Although carried out under the same enabling legislation as JOC, the FMAC program, utilizes competitive bids among pre -approved contractors rather than using RS Means, for negotiating delivery orders (DO's). This change allows full competition among the FMAC contractors on each delivery order. The current FMAC contracts were awarded on July 26, 2017. This item will replace those contracts. The current FMAC contracts are established as a 2 -year base period plus three one-year optional extensions with indefinite amount of subsequent task orders for competitively priced projects. All contractors approved in the MSA will be invited to submit bids on subsequent task orders. The contracts have no guaranteed minimum with a maximum aggregate amount not to exceed $2,500,000 in any one year. Each delivery order will establish project requirements including scope, performance and payment bonds, insurance, project schedules, liquidated damages, submission requirements, etc. Per state statute and City policy, task orders under $500,000 and option year renewals may be administratively awarded by the City Manager or their designee. On October 22, 2018, the Department of Engineering Services issued Request for Proposals (RFP) No. 2018-06 Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities Program. The RFP was posted online at www.civcastusa.com that established a 2 -year base term contract with the option of three (3) one- year extensions for a total of five years. The individual contractors have no guaranteed minimum with a maximum aggregate amount not to exceed $2,500,000 in any one year. The City received eight (8) proposals from the following contractors: 1. Abba Construction 2. Barcom Construction 3. Centennial Contractors 4. Davila Construction 5. Gourley Contracting 6. JE Construction Services 7. LMC Corporation 8. Teal Construction All eight (8) of the respondent proposals were deemed administratively complete and reviewed by the selection committee. The selection committee evaluated each proposal based on the following criteria: 1. Experience and Qualifications (20%) 2. Technical Approach, Quality Control, Safety Plans (20%) 3. Past Performance (30%) 4. Price Factor (proposed coefficients) (30%) Project No: 19002A 2 JJ/VP Legistar No.: 19-0189 Rev. 2 — 02/11/19 The selection committee recommended the five contractors below as the most highly qualified contractors with proposals that offered the best value to the City. Staff is recommending award of the Master Agreements to five contractors to increase competition, capacity and range of services. One contractor is recommend as an Alternate in the event that an additional contractor is needed for overall capacity or if one of the four contractors are unable to continue participation based on performance or contract capacity. 1. Barcom Construction 2. Davila Construction 3. Gourley Contracting 4. Teal Construction 5. Abba Construction (Alternate Contractor) ALTERNATIVES: 1. Award a FMAC Master Agreements per staff recommendation. 2. Do not authorize execution of the Master Agreements. OTHER CONSIDERATIONS: Approval of these FMAC Master Agreements authorizes City Manager, or designee, to administratively issue DO's that do not exceed $500,000 and to extend the option years based on performance of the contractor(s). Any delivery order (project) exceeding $500,000 will be presented to City Council for consideration and approval. CONFORMITY TO CITY POLICY: Conforms to city policy relating to RFP's and competitive sealed proposals, Chapter 2269 of the Texas Government Code relating to Job Order Contracts, and Section 2, Article X, City Charter related to contracts. EMERGENCY/NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Not applicable FINANCIAL IMPACT: N/A Fiscal Year 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS Budget Encumbered / Expended Amount This item Future Anticipated Expenditures This Project BALANCE Project No: 19002A Legistar No.: 19-0189 3 JJ/VP Rev. 2 — 02/11/19 Fund(s): Not applicable RECOMMENDATION: City staff recommends a Facilities Multiple Award Contract Master Agreement be awarded to Teal Construction, Barcom Construction, Gourley Contracting, Davila Construction, and Abba Construction (Alternate Contractor) for a 2 -year base term with an option to renew administratively for up to three one-year periods, for a total of 5 years, with no guaranteed minimum and a maximum aggregate of $2,500,000 in any one year. LIST OF SUPPORTING DOCUMENTS: Master Agreement — Master Agreement — Master Agreement — Master Agreement — Master Agreement — Presentation Barcom Construction Davila Construction Gourley Contracting Teal Construction Abba Construction (Alternate Contractor) Project No: 19002A 4 JJ/VP Legistar No.: 19-0189 Rev. 2 — 02/11/19 Corpus Chr sti Engineering Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation, and Alteration of Facilities Council Presentation February 19, 2019 Facilities Multiple Award Contract Corpus Chr'Sti Engineering FMAC Program was implemented in 2016 to replace the previous Job Order Contract (JOC) program and follows the same provisions of the Texas Government Code. • Provides for expedited procurements for minor construction, repair, rehabilitation, and alteration of facilities. • Provides a competitively pre -selected list of contractors who subsequently are invited to bid on projects, as needed. • Multi-year program has a two-year base term with option to renew administratively for up to three one-year periods. • Projects under $500,000 will be executed administratively with a maximum aggregate of $2,500,000 to any one contractor per year. Facilities Multiple Award Contract Corpus Chr'Sti Engineering Eight (8) contractors submitted competitive proposals with the following five recommended after evaluations: 1. Abba Construction (Alternate Contractor) 2. Barcom Construction 3. Davila Construction 4. Gourley Contracting 5. Teal Construction Selection Criteria • Experience and Qualifications (20%) • Technical Approach, Quality Control, & Safety Plans (20%) • Past Performance (30%) • Price Factor (proposed coefficients) (30%) (0) Corpus Chr sti Engineering Questions? CITY OF CORPUS CHRISTI FACILITIES MULTIPLE AWARD CONTRACT (FMAC) MASTER AGREEMENT Project No. 19002A This Agreement is entered into on , 2019 between 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 and Barcom Construction, Inc., a Texas Corporation, 5826 Bear Lane, Corpus Christi, Texas 78405 (Contractor). WHEREAS, Texas Government Code Chapter 2269, Subchapter I authorizes the City to contract for the maintenance, repair, alteration, renovation, remediation or minor construction of city -owned facilities when the work is of a recurring nature, but the delivery times, type and quantities of work required are indefinite; WHEREAS, the City's Department of Engineering Services issued a Request for Proposals No. 2018-06 - Master Agreement for Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities to provide services on an on-call or as -needed basis, through individually priced Task Orders for the maintenance, repair, alteration, renovation, remediation or construction of facilities; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I — FACILITIES MULTIPLE AWARD CONTRACT PROGRAM 1.1 The City has awarded, or will award one or more FMAC Master Agreements. 1.2 This Agreement consists of the following documents, which specify the terms and conditions that the parties agree to comply with throughout the term of the Agreement: 1.2.1 RFP No. 2018-06 and Addenda 1.2.2 Contractor's Proposal, including all attachments and exhibits, submitted in response to RFP No. 2018-06 (Exhibit A). 1.2.3 This FMAC Master Agreement, including all attachments and exhibits. 1.2.4 Specifications, forms and documents listed in SECTION 00 01 00 TABLE OF CONTENTS (Exhibit B). 1.3 The parties agree to comply with the Agreement and any additional terms and conditions specified in the FMAC Task Orders issued hereunder. 1.4 This Agreement is a competitively awarded master agreement with an undefined Scope of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as -needed basis, through individually priced FMAC Task Orders. Page 1 Rev. 10/18 1.5 This Agreement and any Task Order applies only to an improved or unimproved facility that is a building, or a structure or land tied to a building. Task Orders will require a variety of minor construction, repair, rehabilitation or alteration services, including but not limited to services for three areas: general, mechanical/electrical/plumbing (MEP) and roofing. 1.5.1 Minor construction may include a range of services from new office construction (as well as demolition) to completing a new floor plan, etc. 1.5.2 Repair is defined as work that involves the reestablishment of a broken system, component or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock and/or air conditioning systems, etc. 1.5.3 Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system to restore functionality. 1.5.4 Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 1.6 Contractor must provide all labor, services, equipment, materials, tools, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals and quality control necessary to complete all services agreed to in a timely manner as required by the Contract Documents throughout the term of the Agreement. 1.7 Contractor's Project General Manager shall be knowledgeable in multiple disciplines, including electrical, mechanical, HVAC, paving, landscaping, painting, roofing, and plumbing. 1.8 Contractor's goal on any project is to perform at least 30% of the Work, measured as a percentage of the Contract Price, using its own employees. 1.9 Contractor may be required to submit a Safety Plan to the City within 15 calendar days after Award of Agreement. The Safety Plan must address all aspects of the Contractor's safety procedures, including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. ARTICLE II — PERIOD OF SERVICE AND COMPENSATION 2.1 The base term of this Agreement is for two years with the option to administratively renew annually for not more than three additional years. For a maximum of five total years. 2.2 The maximum aggregate price for work during any one year of this Agreement's term is $2,500,000.00. 2.3 City shall pay Contractor in current funds for performance of each Task Order in accordance with both this Agreement and the Task Order as the work progresses. Page 2 Rev. 10/18 2.4 This Agreement provides for no guaranteed minimum amount of Task Orders, no amount of work, and no dollar amount. 2.5 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE III - FMAC TASK ORDER 3.1 The Facilities Multiple Award Contract Task Order will be for a defined Scope of Work to be performed within a set period. 3.2 Except for emergencies, each Task Order will be competitively procured by requesting sealed proposals from each FMAC Contractor. 3.2.1 The Request for Task Order Proposal (RFTOP) will specify the date and time that sealed proposals will be publicly opened. 3.2.2 The RFTOP will include evaluation criteria, including but not limited to: price, past performance, experience with similar sites, knowledge and capability of personnel, capacity, safety, and other factors that directly impact the quality of work to be delivered. 3.2.3 The City shall have the right to reject all proposals, cancel a proposed project, or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the Contractor for the preparation and submission of a Task Order Proposal regardless of project outcome. 3.2.4 Contractor must submit a preliminary schedule with each proposal. 3.2.5 The mobilization for each Task Order Proposal shall not exceed 5%. If mobilization bid item exceeds 5%, Contractor agrees that City will recalculate the mobilization extended amounts using the standard 5% mobilization cost. 3.2.6 Contractor must submit subcontractor pricing with each Task Order Proposal. 3.3 Contractor is required to submit a Task Order Proposal to at least 80% of the RFTOP. A contractor that fails to participate and does not submit a Task Order Proposal to at least 80% of the City's requests may not be considered for contract renewals or continuation in the program. 3.4 Each FMAC Task Order Agreement will incorporate by reference this Agreement including Section 00 72 00 General Conditions. Contractor must comply with the terms and conditions of this Agreement throughout the term of the Agreement and during the performance of each Task Order. 3.5 Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and efficient manner for the prices and conditions set out in the Page 3 Rev. 10/18 Task Order Proposal, and as provided under this Agreement, and the Task Order Agreement. 3.6 Contractor must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing with a Notice to Proceed (NTP). 3.7 Contractor shall provide performance and payment bonds if required by law based on the amount of the Task Order, or if otherwise required by the City. At a minimum, the Contractor will be required to provide a payment bond on all Task Orders that exceed $50,000, and a performance bond on all Task Orders that exceed $100,000. Performance and payment bonds are further described in Exhibit B. Texas Government Code 2253.021 3.8 Contractor agrees to return the signed Task Order Agreement with required insurance and bonds to the City within 10 days of being awarded a Task Order. If the signed Task Order Agreement is not returned within 10 days, the City may cancel the award. 3.9 If design services, construction drawings and/or plans are required, the City shall obtain these services from city resources, or from a third -party consultant. The Contractor will not be permitted to contract with or hire consultants. 3.10 Performance periods will be agreed upon with each Task Order, and liquidated damages may be assessed for late completion of Task Orders in accordance with the Agreement. 3.11 Contractor shall warrant that work performed conforms to the Task Order requirements and is free of any defect in equipment, material or design furnished or workmanship performed by the Contractor or any of its subcontractors or suppliers at any tier. 3.12 All work provided by the Contractor shall be warranted for a minimum period of one year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Scope of Work. ARTICLE IV — SCHEDULING OF WORK 4.1 The first day of performance shall be the effective date specified in the Task Order Agreement. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Notice to Proceed shall be at the Contractor's risk and expense. 4.2 Contractor shall submit a preliminary Critical Path Method (CPM) schedule with the Task Order Proposal. Contractor shall provide the City with an updated CPM schedule that includes all items of work at the kick-off/preconstruction meeting. Contractor must submit an updated CPM schedule with each payment application. 4.3 The Contractor shall execute the Work to completion within the time set forth in the Task Order. The performance period shall include allowance for mobilization, holidays, weekends, inclement weather, cleanup and project acceptance procedures. Page 4 Rev. 10/18 4.4 When the Contractor considers the Work to be complete, and ready for its intended use, Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The Contractor shall promptly proceed to complete or correct listed items. 4.5 Contractor shall ensure that the purchase, delivery, and storage of materials and equipment shall be made without interference to the City operations and personnel. 4.6 Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. If said items cannot be replaced within its original location, the City shall designate alternate location(s) for placement. 4.7 Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private or public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. 4.8 Contractor shall be responsible for providing all necessary traffic control, to include but not limited to, street blockages, traffic cones, flagmen, etc. as required for each Task Order. Proposed traffic control methods must be submitted to the City for approval prior to commencement of work. 4.9 Contractor shall be responsible for obtaining payments and all required permits applicable to performance under any single Task Order placed against this contract. For contractor to be reimbursed, a line item will be included in the pay estimate form for all required City permits. ARTICLE V — INDEMNIFICATION 5.1 Contractor agrees to indemnify the City in accordance with Article 7 of Section 00 72 00 General Conditions, attached as Exhibit B. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Texas law requires that contractors, subcontractors and others must be covered under Workers' Compensation insurance, authorized self-insurance, or a workers' compensation coverage agreement. Throughout the terms of this Agreement, and any renewals thereto, such coverage must be provided. Contractor shall comply with the Insurance Requirements for Workers' Compensation Coverage as described and shown in Section 00 72 00 General Conditions, attached as Exhibit B. 6.2 Contractor shall comply with the Insurance Requirements for each Task Order as described in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. Page 5 Rev. 10/18 ARTICLE VII — WAGE RATE REQUIREMENTS 7.1 Contractor, and any subcontractors, are required to pay Davis -Bacon wage rates as described in Section 00 72 00 General Conditions, attached as Exhibit B. 7.2 The prevailing wage rates for each Task Order will be specified in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to the Contractor at the address of record. 8.2 In this event, the Contractor will be compensated for its services on all work completed and accepted by the City at the time of termination. ARTICLE IX — OTHER PROVISIONS 9.1 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Contractor, 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 Contractor. 9.2 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 9.3 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm The form must then be printed, signed, and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html 9.4 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secreta ry/conflict-disclosure/index 9.5 Boycott Israel. As required by Chapter 2270, Government Code, Contractor hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Page 6 Rev. 10/18 9.6 Captions. The captions, titles, and headings in this Agreement are merely for convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. CITY OF CORPUS CHRISTI BARCOM CONSTRUCTION, INC. Jeff H. Edmonds, P. E. Date Mike Douglas, Date Director of Engineering Services General Manager 5826 Bear Lane Corpus Christi, TX 78405 APPROVED AS TO LEGAL FORM (361) 851-1000 mike@barcom.cc Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number NIA Accounting Unit NIA Account N/A Activity NIA Account Category NIA Fund Name N/A Page 7 Rev. 10118 EXHIBIT A - PROPOSAL FMAC Master Agreement Exhibit A EXHIBIT B — TABLE OF CONTENTS AND GENERAL CONDITIONS Division / Section Title FMAC Master Agreement 00 72 00 General Conditions Division 00 Procurement and Contracting Requirements 00 30 01 Bid Form - FMAC Task Order 00 52 25 Task Order Agreement 00 61 13 Performance Bond 00 61 16 Payment Bond 00 73 00 Supplementary Conditions Division 01 General Requirements — FMAC TASK ORDER 01 11 00 Summary of Work 01 23 10 Alternates and Allowances 01 29 01 Measurement and Basis for Payment 01 33 01 Submittal Register 01 35 00 Special Procedures 01 50 00 Temporary Facilities and Controls 01 57 00 Temporary Controls Part S Standard Specifications — FMAC TASK ORDER SECTION # *SECTION TITLE* Part T Technical Specifications — FMAC TASK ORDER SECTION# -T *SECTION TITLE* END OF SECTION FMAC Master Agreement Exhibit B 00 72 00 GENERAL CONDITIONS Table of Contents Page Article 1— Definitions and Terminology 17 1.01 Defined Terms 17 1.02 Terminology 21 Article 2 - Preliminary Matters 22 2.01 Delivery of Bonds and Evidence of Insurance 22 2.02 Copies of Documents 23 2.03 Before Starting Construction 23 2.04 Preconstruction Conference; Designation of Authorized Representatives 23 Article 3 - Contract Documents: Intent, Requirements, Reuse 23 3.01 Intent 23 3.02 Reference Standards 24 3.03 Reporting and Resolving Discrepancies 25 3.04 Interpretation of the Contract Documents 25 3.05 Reuse of Documents 26 Article 4 - Commencement and Progress of the Work 26 4.01 Commencement of Contract Times; Notice to Proceed 26 4.02 Starting the Work 26 4.03 Progress Schedule 26 4.04 Delays in Contractor's Progress 26 Article 5 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 28 5.01 Availability of Lands 28 5.02 Use of Site and Other Areas 28 5.03 Subsurface and Physical Conditions 28 5.04 Differing Subsurface or Physical Conditions 29 5.05 Underground Facilities 30 5.06 Hazardous Environmental Conditions at Site 31 Article 6 - Bonds and Insurance 33 6.01 Performance, Payment, and Other Bonds 33 6.02 Licensed Sureties 33 6.03 Required Minimum Insurance Coverage 33 6.04 General Insurance Provisions 34 6.05 Contractor's Insurance 34 6.06 Property Insurance 37 FMAC Master Agreement Exhibit B 6.07 Waiver of Rights 38 6.08 Owner's Insurance for Project 38 6.09 Acceptable Evidence of Insurance 38 6.10 Certificate of Insurance 39 6.11 Insurance Policies 39 6.12 Continuing Evidence of Coverage 39 6.13 Notices Regarding Insurance 39 6.14 Texas Workers' Compensation Insurance Required Notice 39 Article 7 - Contractor's Responsibilities 41 7.01 Supervision and Superintendence 41 7.02 Labor; Working Hours 41 7.03 Services, Materials, and Equipment 42 7.04 Concerning Subcontractors, Suppliers, and Others 42 7.05 Patent Fees and Royalties 43 7.06 Permits 44 7.07 Taxes 44 7.08 Laws and Regulations 44 7.09 Safety and Protection 45 7.10 Safety Representative 45 7.11 Hazard Communication Programs 46 7.12 Emergencies 46 7.13 Contractor's General Warranty and Guarantee 46 7.14 Indemnification 46 7.15 Delegation of Professional Design Services 48 Article 8 - Other Work at the Site 49 8.01 Other Work 49 8.02 Coordination 49 8.03 Legal Relationships 49 Article 9 - Owner's and OPT's Responsibilities 50 9.01 Communications to Contractor 50 9.02 Replacement of Owner's Project Team Members 50 9.03 Furnish Data 50 9.04 Pay When Due 50 9.05 Lands and Easements; Reports and Tests 50 9.06 Insurance 50 9.07 Modifications 50 9.08 Inspections, Tests, and Approvals 50 9.09 Limitations on OPT's Responsibilities 51 9.10 Undisclosed Hazardous Environmental Condition 51 FMAC Master Agreement Exhibit B 9.11 Compliance with Safety Program 51 Article 10 — OAR's and Designer's Status During Construction 51 10.01 Owner's Representative 51 10.02 Visits to Site 51 10.03 Resident Project Representatives 51 10.04 Rejecting Defective Work 51 10.05 Shop Drawings, Modifications and Payments 51 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work 52 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 52 Article 11— Amending the Contract Documents; Changes in the Work 52 11.01 Amending and Supplementing the Contract Documents 52 11.02 Owner -Authorized Changes in the Work 53 11.03 Unauthorized Changes in the Work 53 11.04 Change of Contract Price 53 11.05 Change of Contract Times 54 11.06 Change Proposals 54 11.07 Execution of Change Orders 55 11.08 Notice to Surety 56 Article 12 — Change Management 56 12.01 Requests for Change Proposal 56 12.02 Change Proposals 56 12.03 Designer Will Evaluate Request for Modification 57 12.04 Equal Non Specified Products 57 12.05 Substitutions 58 Article 13 — Claims 58 13.01 Claims 58 13.02 Claims Process 59 Article 14 — Prevailing Wage Rate Requirements 60 14.01 Payment of Prevailing Wage Rates 60 14.02 Records 60 14.03 Liability; Penalty; Criminal Offense 61 14.04 Prevailing Wage Rates 61 Article 15 — Cost of the Work; Allowances; Unit Price Work 61 15.01 Cost of the Work 61 15.02 Allowances 63 15.03 Unit Price Work 64 FMAC Master Agreement Exhibit B 15.04 Contingencies 64 Article 16-Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 65 16.01 Access to Work 65 16.02 Tests, Inspections, and Approvals 65 16.03 Defective Work 66 16.04 Acceptance of Defective Work 66 16.05 Uncovering Work 66 16.06 Owner May Stop the Work 67 16.07 Owner May Correct Defective Work 67 Article 17 - Payments to Contractor; Set-Offs; Completion; Correction Period 68 17.01 Progress Payments 68 17.02 Application for Payment 69 17.03 Schedule of Values 71 17.04 Schedule of Anticipated Payments and Earned Value 72 17.05 Basis for Payments 72 17.06 Payment for Stored Materials and Equipment 73 17.07 Alternates and Allowances 73 17.08 Retainage and Set-Offs 74 17.09 Procedures for Submitting an Application for Payment 74 17.10 Responsibility of Owner's Authorized Representative 75 17.11 Contractor's Warranty of Title 76 17.12 Substantial Completion 76 17.13 Partial Utilization 76 17.14 Final Inspection 76 17.15 Final Application for Payment 76 17.16 Final Payment 77 17.17 Waiver of Claims 77 17.18 Correction Period 77 Article 18 - Suspension of Work and Termination 78 18.01 Owner May Suspend Work 78 18.02 Owner May Terminate for Cause 78 18.03 Owner May Terminate For Convenience 79 Article 19 - Project Management 80 19.01 Work Included 80 19.02 Quality Assurance 80 19.03 Document Submittal 80 19.04 Permits 80 19.05 Safety Requirements 80 FMAC Master Agreement Exhibit B 19.06 Access to the Site 81 19.07 Contractor's Use of Site 81 19.08 Protection of Existing Structures and Utilities 82 19.09 Pre -Construction Exploratory Excavations 82 19.10 Disruption of Services/Continued Operations 83 19.11 Field Measurements 83 19.12 Reference Data and Control Points 83 19.13 Delivery and Storage 83 19.14 Cleaning During Construction 84 19.15 Maintenance of Roads, Driveways, and Access 85 19.16 Area Access and Traffic Control 85 19.17 Overhead Electrical Wires 85 19.18 Blasting 86 19.19 Archeological Requirements 86 19.20 Endangered Species Resources 86 19.21 Cooperation with Public Agencies 86 Article 20 - Project Coordination 87 20.01 Work Included 87 20.02 Document Submittal 87 20.03 Communication During Project 87 20.04 Project Meetings 87 20.05 Requests for Information 89 20.06 Decision and Action Item Log 89 20.07 Notification By Contractor 90 20.08 Record Documents 90 Article 21- Quality Management 92 21.01 Contractor's Responsibilities 92 21.02 Quality Management Activities by OPT 93 21.03 Contractor's Use of OPT's Test Reports 93 21.04 Documentation 94 21.05 Standards 94 21.06 Delivery and Storage 94 21.07 Verification Testing for Corrected Defects 95 21.08 Test Reports 95 21.09 Defective Work 95 21.10 Limitation of Authority of Testing Laboratory 96 21.11 Quality Control Plan 96 21.12 Implement Contractor's Quality Control Plan 97 Article 22 - Final Resolution of Disputes 98 FMAC Master Agreement Exhibit B 22.01 Methods and Procedures 98 Article 23 - Minority/MBE/DBE Participation Policy 98 23.01 Policy 98 23.02 Definitions 99 23.03 Goals 100 23.04 Compliance 100 Article 24 - Document Management 100 24.01 Work Included 100 24.02 Quality Assurance 100 24.03 Contractor's Responsibilities 100 24.04 Document Submittal 101 24.05 Document Numbering 101 24.06 Document Requirements 102 Article 25 - Shop Drawings 103 25.01 Work Included 103 25.02 Quality Assurance 103 25.03 Contractor's Responsibilities 103 25.04 Shop Drawing Requirements 104 25.05 Special Certifications and Reports 105 25.06 Warranties and Guarantees 105 25.07 Shop Drawing Submittal Procedures 105 25.08 Sample and Mockup Submittal Procedures 107 25.09 Requests for Deviation 108 25.10 Designer Responsibilities 108 25.11 Resubmission Requirements 110 Article 26 - Record Data 110 26.01 Work Included 110 26.02 Quality Assurance 111 26.03 Contractor's Responsibilities 111 26.04 Record Data Requirements 112 26.05 Special Certifications and Reports 112 26.06 Warranties and Guarantees 112 26.07 Record Data Submittal Procedures 112 26.08 Designer's Responsibilities 113 Article 27 - Construction Progress Schedule 114 27.01 Requirements 114 27.02 Document Submittal 114 27.03 Schedule Requirements 115 FMAC Master Agreement Exhibit B 27.04 Schedule Revisions 116 27.05 Float Time 116 Article 28 - Video and Photographic documentation 117 28.01 Work Included 117 28.02 Quality Assurance 117 28.03 Document Submittal 117 28.04 Photgraphs 117 28.05 Video Recording 118 Article 29 - Execution and Closeout 118 29.01 Substantial Completion 118 29.02 Final Inspections 119 29.03 Reinspection Fees 119 29.04 Closeout Documents Submittal 119 29.05 Transfer of Utilities 119 29.06 Warranties, Bonds, and Service Agreements 119 Article 30 - Miscellaneous 120 30.01 Computation of Times 120 30.02 Owner's Right to Audit Contractor's Records 120 30.03 Independent Contractor 121 30.04 Cumulative Remedies 121 30.05 Limitation of Damages 121 30.06 No Waiver 122 30.07 Severability 122 30.08 Survival of Obligations 122 30.09 No Third Party Beneficiaries 122 30.10 Assignment of Contract 122 30.11 No Waiver of Sovereign Immunity 122 30.12 Controlling Law 122 30.13 Conditions Precedent to Right to Sue 122 30.14 Waiver of Trial by Jury 122 30.15 Attorney Fees 122 30.16 Compliance with Laws 123 30.17 Enforcement 123 30.18 Subject to Appropriation 123 30.19 Contract Sum 123 30.20 Contractor's Guarantee as Additional Remedy 123 30.21 Notices. 123 FMAC Master Agreement Exhibit B ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. FMAC Master Agreement Exhibit B 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; FMAC Master Agreement Exhibit B b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. FMAC Master Agreement Exhibit B 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. FMAC Master Agreement Exhibit B 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. FMAC Master Agreement Exhibit B 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. FMAC Master Agreement Exhibit B B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement (either electronic or printed) and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule, which must be a Critical Path Method (CPM) Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and FMAC Master Agreement Exhibit B d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. 5. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the FMAC Master Agreement Exhibit B Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. S. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. FMAC Master Agreement Exhibit B B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner so directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. No Damages for Delay: Contractor shall receive no compensation for delays or hindrances to the Work, except in the case of direct interference with means and methods by the OPT. In no event shall the Contractor be entitled to any compensation or recovery of any special damages in connection with any delays, including without limitation: consequential damages, lost opportunity costs, impact damages, or other similar damages. Owner's exercise of any of its rights or remedies under the Contract Documents (including without limitation ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of Owner's exercise of such rights or remedies, shall not be construed FMAC Master Agreement Exhibit B as active interference in the Contractor's performance of the Work. An extension of Contract Time, to the extent permitted, shall be the sole remedy of the Contractor for any acknowledged delays. Contractor agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; 3. Acts of war or terrorism; and 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article 5: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and 3. Hazardous Environmental Conditions. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. Claims for adjustment to the Contract Price or Contract Times that do not comply with Article 13 are waived. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. FMAC Master Agreement Exhibit B ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. FMAC Master Agreement Exhibit B C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. FMAC Master Agreement Exhibit B Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; FMAC Master Agreement Exhibit B 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. FMAC Master Agreement Exhibit B C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor is entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. FMAC Master Agreement Exhibit B ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. 6.03 Required Minimum Insurance Coverage A. Obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. Deliver evidence of insurance in accordance with the Supplementary Conditions to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. FMAC Master Agreement Exhibit B 6.04 General Insurance Provisions A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with this Article 6 and the Supplementary Conditions. B. Provide endorsements to the policies as outlined in this Article. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of endorsements and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 6.05 Contractor's Insurance A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. FMAC Master Agreement Exhibit B 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. The expected coverage is that which would be included in a commercially available ISO Commercial General Liability policy and should provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; and 4. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Article and the Supplementary Conditions. Insurance is to remain in effect for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. If required by the Supplementary Conditions, provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; e) Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work while in transit or in storage. FMAC Master Agreement Exhibit B 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14, and all other contractual indemnity obligations of Contractor in the Contract Documents. Industry standard ISO Contractual Liability coverage will meet this obligation. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. E. For Projects with a Contract Value that exceeds $5,000,000, purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for Owners Indemnitees as defined in Article 1; and 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long- term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Article must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Article or the Supplementary Conditions or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. FMAC Master Agreement Exhibit B 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. J. The coverage requirements for specific policies of insurance must be met directly by those policies and may not rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 6.06 Property Insurance A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Article and the Supplementary Conditions or those required by Laws and Regulations and must comply with the requirements of Paragraph 6.09. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. FMAC Master Agreement Exhibit B D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 17.13. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Article and the Supplementary Conditions. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. 6.07 Waiver of Rights A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in the Supplementary Conditions. B. All policies purchased in accordance with this Article are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contain provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 6.08 Owner's Insurance for Project A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. 6.09 Acceptable Evidence of Insurance A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. FMAC Master Agreement Exhibit B 6.10 Certificate of Insurance A. Submit Certificates of Insurance meeting the following requirements: 1. Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 6.11 Insurance Policies A. If requested by the Owner, provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles. B. Contractor may block out (redact) any proprietary information or confidential premium pricing information contained in any policy or endorsement furnished under this Contract. 6.12 Continuing Evidence of Coverage A. Provide updated, revised, or new evidence of insurance in accordance this Article and the Supplementary Conditions prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. 6.13 Notices Regarding Insurance A. Notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. 6.14 Texas Workers' Compensation Insurance Required Notice A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, FMAC Master Agreement Exhibit B regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; FMAC Master Agreement Exhibit B 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by this section, with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. Regular working hours are between 7:00 a.m. and 6:00 p.m. unless other times are specifically authorized in writing by OAR. FMAC Master Agreement Exhibit B C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 17.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Documents. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. Under no circumstances shall any Subcontractor debarred under Chapter 41 of The Code of Ordinances, City of Corpus Christi, be deemed acceptable to Owner. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. FMAC Master Agreement Exhibit B E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the FMAC Master Agreement Exhibit B payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. This Project is not exempt from City permits and fees unless expressly stated otherwise. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. FMAC Master Agreement Exhibit B D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes. 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. FMAC Master Agreement Exhibit B 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR to pay or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 INDEMNIFICATION A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK AND/OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONTRACT, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY FMAC Master Agreement Exhibit B INJURY, DEATH OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE SOLE NEGLIGENCE OF AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES SOLE NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM. D. The indemnification obligations of this Paragraph 7.14 are not limited by the amount or type of damages, compensation or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. The indemnification obligations of this Paragraph 7.14 shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by Contractor. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and FMAC Master Agreement Exhibit B 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. FMAC Master Agreement Exhibit B ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. Utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor FMAC Master Agreement Exhibit B or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Article 17. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. FMAC Master Agreement Exhibit B 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. FMAC Master Agreement Exhibit B B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval FMAC Master Agreement Exhibit B must be made by a Change Order. A Change Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. If negotiations under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05 are unsuccessful, Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive.. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification. 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 16.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. 11.04 Change of Contract Price A. The Contract Price for authorized Work can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 13. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 15.03, where the Work involved is covered by unit prices in the Contract Documents; FMAC Master Agreement Exhibit B 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 15.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents and the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute, whichever is greater. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 15.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 15.01.C.4, and 15.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. 11.05 Change of Contract Times A. The Contract Times for authorized Work can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 13. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. FMAC Master Agreement Exhibit B B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 13. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, b. Required because Defective Work was accepted under Paragraph 16.04 or Owner's correction of Defective Work under Paragraph 16.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 13. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the FMAC Master Agreement Exhibit B Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. If the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, the Change Order is deemed to be in full force as if executed by Contractor. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for assification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and FMAC Master Agreement Exhibit B 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. 12.04 Equal Non Specified Products A. The products of the listed Suppliers are to be furnished where Specifications list several manufacturers but do not specifically list "or equal" or "or approved equal" products. Use of any products other than those specifically listed is a substitution. Follow the procedures in Paragraph 12.05 for a substitution. B. Contractor may submit other manufacturers' products that are in full compliance with the Specification where Specifications list one or more manufacturers followed by the phase "or equal" or "or approved equal. 1. Submit a Shop Drawing as required by Article 25 to document that the proposed product is equal or superior to the specified product. 2. Prove that the product is equal. It is not the OPT's responsibility to prove the product is not equal. a. Indicate on a point by point basis for each specified feature that the product is equal to the Contract Document requirements. b. Make a direct comparison with the specified manufacturer's published data sheets and available information. Provide this printed material with the Shop Drawing. c. The decision of the Designer regarding the acceptability of the proposed product is final. FMAC Master Agreement Exhibit B II 3. Provide a typewritten certification that, in furnishing the proposed product as an equal, the Contractor: a. Has thoroughly examined the proposed product and has determined that it is equal or superior in all respects to the product specified. b. Has determined that the product will perform in the same manner and result in the same process as the specified product. c. Will provide the same warranties and/or bonds as for the product specified. d. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the product into the construction and will waive all claims for additional Work which may be necessary to incorporate the product into the Project which may subsequently become apparent. e. Will maintain the same time schedule as for the specified product. 4. A Change Proposal is not required for any product that is in full compliance with the Contract Documents. If the product is not in full compliance, it may be offered as a Substitution. 12.05 Substitutions A. Substitutions are defined as any product that the Contractor proposes to provide for the Project in lieu of the specified product. Submit a Change Proposal per Paragraph 12.02 along with a Shop Drawing as required by Article 25 to request approval of a substitution. B. Prove that the product is acceptable as a substitute. It is not the Designer's responsibility to prove the product is not acceptable as a substitute. 1. Indicate on a point by point basis for each specified feature that the product is acceptable to meet the intent of the Contract Documents requirements. 2. Make a direct comparison with the specified Suppliers published data sheets and available information. Provide this printed material with the documents submitted. 3. The decision of the Designer regarding the acceptability of the proposed substitute product is final. C. Provide a written certification that, in making the substitution request, the Contractor: 1. Has determined that the substituted product will perform in substantially the same manner and result in the same ability to meet the specified performance as the specified product. 2. Will provide the same warranties and/or bonds for the substituted product as specified or as would be provided by the manufacturer of the specified product. 3. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the substituted product into the Project and will waive all claims for additional Work which may be necessary to incorporate the substituted product into the Project which may subsequently become apparent. 4. Will maintain the same time schedule as for the specified product. D. Pay for review of substitutions in accordance with Article 25. ARTICLE 13 — CLAIMS 13.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. Seeking an adjustment of Contract Price or Contract Times; FMAC Master Agreement Exhibit B 2. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; 3. Contesting OPT's decision regarding a Change Proposal; 4. Seeking resolution of a contractual issue that OAR has declined to address; or 5. Seeking other relief with respect to the terms of the Contract. 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and FMAC Master Agreement Exhibit B Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. Venue for any mediation or lawsuit filed under this Agreement shall be in Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement in any court having jurisdiction thereof. 4. Nothing in this Agreement shall be construed as consent to a lawsuit. No provision of the Agreement shall waive any immunity or defense. L. Contractor may appeal a Claim that is denied in whole or in part by filing such appeal with Owner within 30 days following the denial. Owner will have 60 days to review the appeal and respond to Contractor. If Owner does not respond within 60 days after receipt of the appeal, the appeal shall be deemed denied. M. Notify the OAR if efforts to resolve the Claim are not successful, and the Claim is denied. N. If the entity receiving a Claim approves the Claim in whole or in part or denies it in whole or in part or if Owner denies an appealed Claim, this action is final and binding unless the other entity invokes the procedure described in Article 22 for final resolution of disputes within 30 days after this action. O. If the Owner and Contractor reach a mutual agreement regarding a Claim, the results of the agreement or action on the Claim will be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times. P. Both parties shall continue to perform all obligations under the Agreement during the pendency of any dispute or disagreement relating to this Agreement, unless performance would be impracticable or impossible under the circumstances. ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS 14.01 Payment of Prevailing Wage Rates A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. B. Contractor and its Subcontractors are required to pay Davis -Bacon Wage Rates. C. Contractor and its Subcontractors are required to pay laborers and mechanics an overtime rate of not less than one and one-half times the basic rate for all hours worked in excess of forty hours in a given workweek. 14.02 Records A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and FMAC Master Agreement Exhibit B 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 14.03 Liability; Penalty; Criminal Offense A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. B. Tex. Gov't Code §2258.023(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed on each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. 14.04 Prevailing Wage Rates A. Use the Prevailing Wage Rates specified in the Supplementary Conditions. ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 15.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 15.01, except those excluded in Paragraph 15.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 15.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost- plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the FMAC Master Agreement Exhibit B Work is being used under provisions of Paragraph 15.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 15.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; FMAC Master Agreement Exhibit B e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 15.01.C.1 or specifically covered by Paragraph 15.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 15.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 15.01. 15.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. FMAC Master Agreement Exhibit B B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 15.02.6.1 and 15.02.6.2 above are included in the Contract Price. C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 15.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 15.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 15.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 15.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. FMAC Master Agreement Exhibit B B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 15.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 16.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 16.02 Tests, Inspections and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; FMAC Master Agreement Exhibit B 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 16.03 Defective Work A. It is Contractor's obligation to ensure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 16.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 17 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 17 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. 16.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. FMAC Master Agreement Exhibit B B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 16.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 16.07 Owner May Correct Defective Work A. Owner may remedy deficiencies in the Work after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 16.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 16.07 are to be charged against Contractor as a set-off against payments due under Article 17. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. FMAC Master Agreement Exhibit B E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 16.07. ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 17.01 Progress Payments A. Progress payment requests are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in this Article 17. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 17.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 15.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 15.01, 15.02 and 15.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 16.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; j. Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; g. FMAC Master Agreement Exhibit B I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; p. q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 17.02 Application for Payment A. Submit Applications for Payment for completed Work and for materials and equipment in accordance with the Supplementary Conditions, the Agreement, and this Article 17. The Contract Price is to include costs for: 1. Providing the Work in accordance with the Contract Documents; 2. Installing Owner furnished equipment and materials; 3. Providing Work for Alternates and Allowances; 4. Commissioning, start-up, training and initial maintenance and operation; S. Acceptance testing in manufacturer's facilities or on Site; 6. All home office overhead costs and expenses, including profit made directly or indirectly for the Project; FMAC Master Agreement Exhibit B 7. Project management, Contract administration, field office, and field operations staff, including supervision, clerical support, and technology system support; 8. Professional services including design fees, legal fees, and other professional services; 9. Bonds and insurance; 10. Permits, licenses, patent fees, and royalties; 11. Taxes; 12. Providing all documents and Samples required by the Contract Documents; 13. Facilities and equipment at the Site including: a. Field offices, office furnishings, and all related office supplies, software, and equipment, b. Storage facilities for Contractor's use, storage facilities for stored materials and equipment, including spare parts storage, c. Shops, physical plant, construction equipment, small tools, vehicles, technology and telecommunications equipment, d. Safety equipment and facilities to provide safe access and working conditions for workers and for others working at the Site, e. Temporary facilities for power and communications, f. Potable water and sanitation facilities, and g. Mobilization and demobilization for all of these facilities and equipment; 14. Products, materials, and equipment stored at the Site or other suitable location; 15. Products, materials, and equipment permanently incorporated into the Project; 16. Temporary facilities for managing water, including facilities for pumping, storage, and treatment as required for construction and protection of the environment; 17. Temporary facilities for managing environment conditions and Constituents of Concern; 18. Temporary facilities such as sheeting, shoring, bracing, formwork, embankments, storage facilities, working areas, and other facilities required for construction of the Project; 19. Temporary and permanent facilities for protection of all overhead, surface, or underground structures or features; 20. Temporary and permanent facilities for removal, relocation, or replacement of any overhead, surface, or underground structures or features; 21. Products, materials, and equipment consumed during the construction of the Project; 22. Contractor labor and supervision to complete the Project, including that provided through Subcontractors or Suppliers; 23. Correcting Defective Work during the Contract Times, during the Correction Period, or as required to meet any warranty provision of the Contract Documents; 24. Risk associated with weather and environmental conditions, start-up, and initial operation of facilities including equipment, processes, and systems; 25. Contractor's safety programs, including management, administration, and training; FMAC Master Agreement Exhibit B 26. Maintenance of facilities, including equipment, processes, and systems until operation is transferred to Owner; 27. Providing warranties, extended or special warranties, or extended service agreements; 28. Cleanup and disposal of any and all surplus materials; and 29. Demobilization of all physical, temporary facilities not incorporated into the Project. B. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price. C. Provide written approval of the surety company providing Bonds for the Schedule of Values, Application for Payment form, and method of payment prior to submitting the first Application for Payment. Submit approval using the Consent of Surety Company to Payment Procedures form provided. Payment will not be made without this approval. D. OAR may withhold processing Applications for Payment if any of the following processes or documentation are not up to date: 1. Progress Schedule per Article 27. 2. Project photographs per Article 28. 3. Record Documents per Article 20. 4. Documentation required to comply with Owner's Minority / MBE / DBE Participation Policy. 5. Certified payroll documentation required by the Contract Documents. 6. Documentation required to substantiate any approved Project deviation, including overruns of Designer's estimated quantity. 7. Documentation required by funding agency per Section 00 74 00. 17.03 Schedule of Values A. Submit a detailed Schedule of Values for the Work at least 10 days prior to submitting the first Application for Payment. B. Submit the Schedule of Values in the form provided in Attachment A to the Application for Payment - Tabulation of Earned Value of Original Contract Performed. C. Do not submit an Application for Payment until the Schedule of Values has been approved by the OAR. D. If unit prices are included in the Agreement, use each unit price line item in the Agreement as a unit price line item in the Schedule of Values. E. Divide lump sum line items, including Subcontractor and Supplier amounts in the Schedule of Values into smaller components to allow more accurate determination of the earned value for each item. 1. Provide adequate detail to allow a more accurate determination of the earned value expressed as a percentage of Work completed for each item. 2. Line items may not exceed $50,000.00, unless they are for products, materials, or equipment permanently incorporated into the Project that cannot be subdivided into units or subassemblies. 3. Lump sum items may be divided into an estimated number of units to determine earned value. a. The estimated number of units times the cost per unit must equal the lump sum amount for that line item. FMAC Master Agreement Exhibit B b. Contractor will receive payment for the lump sum for the line item, regardless of the number of units installed, unless an adjustment is made by Change Order. 4. Include Contractor's overhead and profit in each line item in proportion to the value of the line item to the Contract Price. 5. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price for each item. 6. These line items may be used to establish the value of Work to be added or deleted from the Project. 7. The sum of all values listed in the schedule must equal the total Contract Price. F. Subdivide each line item in the Schedule of Values into two payment components. The first component is the direct cost for products, materials, and equipment permanently incorporated into the Project. The second component is all other cost associated with the item in the Agreement. The sum of the two components must equal the value of the line item in the Schedule of Values. G. Where a percentage of the line value is allowed for a specified stage of completion, show the value for each stage of completion as a component of that line item cost. 17.04 Schedule of Anticipated Payments and Earned Value A. Submit a schedule of the anticipated Application for Payments showing the application numbers, submission dates, and the anticipated amount to be requested. Incorporate retainage into the development of this schedule of anticipated payments. B. Submit a tabulation of the anticipated Total Earned Value of Fees, Work, and Materials to create a graphic (curve) representation of the anticipated progress on the Project each month. Adjust this table and curve to incorporate Modifications. Use this curve to compare actual progress on the Project each month by comparing the anticipated cumulative Total Earned Value of Fees, Work, and Materials to the actual Total Earned Value of Fees, Work, and Materials each month. Use the comparison of values to determine performance on budget and schedule. C. Update the Schedule of Payments as necessary to provide a reasonably accurate indication of the funds required to make payments each month to the Contractor for Work performed. 17.05 Basis for Payments A. Lump Sum Contracts: 1. Payment will be made for the earned value of Work completed during the payment period expressed as a percentage of Work completed for each line item during the payment period per the Contract Documents. 2. Payment amount is the value of Work completed per the Contract Documents multiplied by the percentage of Work completed. 3. Payment for lump sum items divided into an estimated number of units to determine earned value per Paragraph 17.03.E.3 will be made for the measured number of units. 4. Payment for stored materials and equipment will be made per Paragraph 17.06. B. Unit Price Contracts: 1. Payment will be made for the actual quantity of Work completed during the payment period and for materials and equipment stored during the payment period per the Contract Documents. FMAC Master Agreement Exhibit B a. Payment amount is the Work quantity measured per the Contract Documents multiplied by the unit prices for that line item in the Agreement. b. Payment for stored materials and equipment will be made per Paragraph 17.06. 2. Measure the Work described in the Agreement for payment. Payment will be made only for the actual measured and/or computed length, area, solid contents, number, and weight, unless other provisions are made in the Contract Documents. Payment on a unit price basis will not be made for Work outside finished dimensions shown in the Contract Documents. Include cost for waste, overages, and tolerances in the unit price for that line item. 17.06 Payment for Stored Materials and Equipment A. Store materials and equipment properly at the Site. 1. Payment will be made for the invoice amount less the specified retainage. 2. Payment for materials and equipment show in the Application for Payment on Attachment A or Attachment B - Tabulation of Work on Approved Contract Modifications will be made for the invoice amount, up to the value shown in the Schedule of Values for that line item. Costs for material and equipment in excess of the value shown in the Schedule of Values may not be added to other line items. 3. Payment will be made in full for the value shown in the line item for products and materials if invoices for materials and equipment are less than the amount shown in the line item and it can be demonstrated that no additional materials or equipment are required to complete Work described in that item. 4. Provide invoices at the time materials are included on Attachment D to the Application for Payment - Tabulation of Values for Materials and Equipment. Include invoice numbers on Attachment D so that a comparison can be made between invoices and amounts included on Attachment D. B. Provide a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of Liens. Provide documentation of payment for materials and equipment with the next Application for Payment. Adjust payment to the amount actually paid if this differs from the invoice amount. Remove items from the tabulation of materials and equipment if this documentation is not provided. Payment will not be made for material and equipment without documentation of payment. C. Contractors can be paid for non-perishable materials on hand stored at the site, provided that invoices are furnished to the City for verification of the material value, and that Contractor provides documents, satisfactory to the City, that show that the material supplier has been paid for the materials delivered to the work site. D. Provide evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest. E. The Work covered by progress payments becomes the property of the Owner at the time of payment. The Contractor's obligations with regard to proper care and maintenance, insurance, and other requirements are not changed by this transfer of ownership until accepted in accordance with the General Conditions. F. Payment for materials and equipment does not constitute acceptance of the product. 17.07 Alternates and Allowances A. Include amounts for specified Alternate Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. B. Include amounts for specified Allowances for Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. FMAC Master Agreement Exhibit B 17.08 Retainage and Set -Offs A. Retainage will be withheld from each Application for Payment per the Agreement. Retainage will be released per the General Conditions. B. Reduce payments for set -offs per the General Conditions. Include Attachment C — Tabulation of Set -Offs in the Application for Payment. 17.09 Procedures for Submitting an Application for Payment A. Submit a draft Application for Payment to the OAR each month at least 20 days before the date established in the Agreement for Owner to make progress payments. Do not submit Applications for Payment more often than monthly. Review the draft Application for Payment with the OAR to determine concurrence with: 1. The earned value for each lump sum item including the value of properly stored and documented materials and equipment for each item in the original Contract. 2. The quantity of Work completed for each unit price item. 3. Set -offs included in the Application for Payment. 4. Values requested for materials and equipment consistent with invoices for materials and equipment. B. Submit Applications for Payment monthly through the OAR after agreement has been reached on the draft Application for Payment. 1. Number each application sequentially and include the dates for the application period. 2. Show the total amounts for earned value of original Contract performed, earned value for Work on approved Contract Amendments and Change Orders, retainage, and set -offs. Show total amounts that correspond to totals indicated on the attached tabulation for each. 3. Include Attachment A to show the earned value on each line item in the Schedule of Values for Work shown in the original Contract. 4. Include Attachment B to show the earned value on line items for approved Change Orders. Add items to Attachment B as Change Orders are approved. Change Orders must be approved before payment can be made on Change Order items. 5. Include Attachment C to document set -offs required per the Contract Documents. Show each set-off as it is applied. Show a corresponding line item to reduce the set-off amount if a payment held by a set- off is released for payment. 6. Include Attachment D to allow tracking of invoices used to support amounts requested as materials in Attachments A and B. Enter materials to show the amount of the invoice assigned to each item in Attachment A or B if an invoice includes materials used on several line items. 7. Complete the certification stating that all Work, including materials and equipment, covered by this Application for Payment have been completed or delivered and stored in accordance with the Contract Documents, that all amounts have been paid for Work, materials, and equipment for which previous payments have been made by the Owner, and that the current payment amount shown in this Application for Payment is now due. C. Submit attachments in Portable Document Format (PDF): 1. Generate attachments to the Application for Payment using the Excel spreadsheet provided. FMAC Master Agreement Exhibit B 2. Submit PDF documents with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. 17.10 Responsibility of Owner's Authorized Representative A. OAR will review draft Application for Payment with Contractor to reach an agreement on the values that will be recommended for payment by the OAR. B. OAR will review Application for Payment submitted by Contractor to determine that the Application for Payment has been properly submitted and is in accordance with the agreed to draft Application for Payment. C. OAR is to either recommend payment of the Application for Payment to Owner or notify the Contractor of the OPT's reasons for not recommending payment. Contractor may make necessary corrections and resubmit the Application for Payment if it is not recommended within 10 days after receipt of the notice. OAR will review resubmitted Application for Payment and reject or recommend payment of the Application for Payment to Owner as appropriate. D. OAR's recommendation of the Application for Payment constitutes a representation by OPT that based on their experience and the information available: 1. The Work has progressed to the point indicated; 2. The quality of the Work is generally in accordance with the Contract Documents; and 3. Requirements prerequisite to payment have been met. E. This representation is subject to: 1. Further evaluation of the Work as a functioning whole; 2. The results of subsequent tests called for in the Contract Documents; or 3. Any other qualifications stated in the recommendation. F. OPT does not represent by recommending payment: 1. Inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or 2. Other matters or issues between the parties that might entitle Contractor to additional compensation or entitle Owner to withhold payment to Contractor may or may not exist. G. Neither OPT's review of Contractor's Work for the purposes of recommending payments nor OAR's recommendation of payment imposes responsibility on OPT: 1. To supervise, direct, or control the Work; 2. For the means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs; 3. For Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; 4. To make examinations to ascertain how or for what purposes Contractor has used the monies paid on account of the Contract Price; or S. To determine that title to the Work, materials, or equipment has passed to Owner free and clear of Liens. FMAC Master Agreement Exhibit B 17.11 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 17.12 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work within 30 days after Contractor's notification to determine if the Work is substantially complete. OAR, within 120 days after receipt of Contractor's notification, is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 17.13 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 17.12 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 17.14 Final Inspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 17.13 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 17.15 Final Application for Payment A. Include adjustments to the Contract Price in the final Application for Payment for: 1. Approved Change Orders and Contract Amendments, 2. Allowances not previously adjusted by Change Order, FMAC Master Agreement Exhibit B 3. Deductions for Defective Work that has been accepted by the Owner, 4. Penalties and bonuses, 5. Deductions for liquidated damages, 6. Deduction for all final set -offs, and 7. Other adjustments if needed. B. OAR will prepare a final Change Order reflecting the approved adjustments to the Contract Price which have not been covered by previously approved Change Orders and if necessary reconcile estimate unit price quantities with actual quantities. 17.16 Final Payment A. Make final Application for Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 17.17 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 17.14; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 22 and specifically noted in the Certificate of Final Completion. 17.18 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer period of time prescribed by the terms of the Contract Documents. FMAC Master Agreement Exhibit B B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 17.18.A and 17.18.6 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of loss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or system is placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 17.18.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 17.18. G. Contractor's obligations under this Paragraph 17.18 are in addition to other obligations or warranties. The provisions of this Paragraph 17.18 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION 18.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. 18.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, FMAC Master Agreement Exhibit B d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 18.02.A.4. Owner may terminate Contractor's performance under this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that Contractor's performance under the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 18.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated Contractor's performance under the Contract for cause. E. Owner may elect not to proceed with termination of Contractor's performance under the Contract under this Paragraph 18.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 18.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination of Contractor's performance does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 18.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. FMAC Master Agreement Exhibit B ARTICLE 19 — PROJECT MANAGEMENT 19.01 Work Included A. Furnish resources required to complete the Project with an acceptable standard of quality within the Contract Times. B. Construct Project in accordance with current safety practices. C. Manage Site to allow access to Site and control construction operations. D. Construct temporary facilities to provide and maintain control over environmental conditions at the Site. Remove temporary facilities when no longer needed. E. Provide temporary controls for pollutions, management of water and management of excess earth as required in SECTION 01 57 00 TEMPORARY CONTROLS. 19.02 Quality Assurance A. Employ competent workmen, skilled in the occupation for which they are employed. Provide Work meeting quality requirements of the Contract Documents. B. Remove Defective Work from the Site immediately unless provisions have been made and approved by the OPT to allow repair of the product at the Site. Clearly mark Work as Defective until it is removed or allowable repairs have been completed. 19.03 Document Submittal A. Provide documents in accordance with Article 24. 1. Provide copies of Supplier's printed storage instructions prior to furnishing materials or products and installation instructions prior to beginning the installation. 2. Incorporate field notes, sketches, recordings, and computations made by the Contractor in Record Data. 19.04 Required Permits A. Obtain building permits for the Project from the local authorities having jurisdiction. Pay building permit fees and include this cost in the Contract Price. B. Obtain environmental permits required for construction at the Site. C. Provide required permits for transporting heavy or oversized loads. D. Provide other permits required to conduct any part of the Work. E. Arrange for inspections and certification by agencies having jurisdiction over the Work. F. Make arrangements with private utility companies and pay for fees associated with obtaining services, or for inspection fees. G. Retain copies of permits and licenses at the Site and observe and comply with all regulations and conditions of the permit or license. 19.05 Safety Requirements A. Manage safety to protect the safety and welfare of persons at the Site. FMAC Master Agreement Exhibit B B. Provide safe access to move through the Site. Provide protective devices to warn and protect from hazards at the Site. C. Provide safe access for those performing tests and inspections. D. Comply with latest provisions of the Occupational Health and Safety Administration and other Laws and Regulation. E. Cooperate with accident investigations. Provide two copies of all reports, including insurance company reports, prepared concerning accidents, injury, or death related to the Project to the OAR as Record Data per Article 26. 19.06 Access to the Site A. Maintain access to the facilities at all times. Do not obstruct roads, pedestrian walks, or access to the various buildings, structures, stairways, or entrances. Provide safe access for normal operations during construction. B. Provide adequate and safe access for inspections. Leave ladders, bridges, scaffolding, and protective equipment in place until inspections have been completed. Construct additional safe access if required for inspections. C. Use roadways for construction traffic only with written approval of the appropriate representatives of each entity. Obtain written approval to use roads to deliver heavy or oversized loads to the Site. Furnish copies of the written approvals to the Owner as Record Data per Article 26. 19.07 Contractor's Use of Site A. Limit the use of Site for Work and storage to those areas designated on the Drawings or approved by the OAR. Coordinate the use of the premises with the OAR. B. Provide security at the Site as necessary to protect against vandalism and loss by theft. C. Do not permit alcoholic beverages or illegal substances on the Site. Do not allow persons under the influence of alcoholic beverages or illegal substances to enter or remain on the Site at any time. Persons on Site under the influence of alcoholic beverages or illegal substances will be permanently prohibited from returning to the Site. Criminal or civil penalties may also apply. D. Park construction equipment in designated areas only and provide spill control measures as discussed in SECTION 01 57 00 TEMPORARY CONTROLS. E. Park employees' vehicles in designated areas only. F. Obtain written permission of the Owner before entering privately -owned land outside of the Owner's property, rights-of-way, or easements. G. Do not allow the use of audio devices, obnoxious, vulgar or abusive language, or sexual harassment in any form. These actions will cause immediate and permanent removal of the offender from the premises. Criminal or civil penalties may apply. H. Require Workers to wear clothing that is inoffensive and meets safety requirements. Do not allow sleeveless shirts, shorts, exceedingly torn, ripped, or soiled clothing to be worn on the Project. I. Do not allow firearms or weapons of any sort to be brought on to the Site under any conditions. No exception is to be made for persons with concealed handgun permits. Remove any firearms or weapons and the person possessing these firearms or weapons immediately from the Site. FMAC Master Agreement Exhibit B 19.08 Protection of Existing Structures and Utilities A. Examine the Site and review the available information concerning the Site. Locate utilities, streets, driveways, fences, drainage structures, sidewalks, curbs, and gutters. Verify the elevations of the structures adjacent to excavations. Report any discrepancies from information in the Contract Documents to the OAR before beginning construction. B. Determine if existing structures, poles, piping, or other utilities at excavations will require relocation or replacement. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES. Coordinate Work with local utility company and others for the relocation or replacement. C. Protect buildings, utilities, street surfaces, driveways, sidewalks, curb and gutter, fences, wells, drainage structures, piping, valves, manholes, electrical conduits, and other systems or structures unless they are shown to be replaced or relocated on the Drawings. Restore damaged items to the satisfaction of the OPT and utility owner. D. Carefully support and protect all structures and/or utilities so that there will be no failure or settlement where excavation or demolition endangers adjacent structures and utilities. Do not take existing utilities out of service unless required by the Contract Documents or approved by the OAR. Notify and cooperate with the utility owner if it is necessary to move services, poles, guy wires, pipelines, or other obstructions. E. Protect existing trees and landscaping at the Site. 1. Identify trees that may be removed during construction with OPT. 2. Mark trees to be removed with paint. 3. Protect trees to remain from damage by wrapping trunks with 2 x 4 timbers around the perimeter, securely wired in place, where machinery must operate around existing trees. Protect branches and limbs from damage by equipment. 4. Protect root zone from compaction. 19.09 Pre -Construction Exploratory Excavations A. Excavate and expose existing pipelines that cross within 20 feet of Project pipelines prior to any Work. Survey the line to determine its exact vertical and horizontal location at each point the existing pipeline may potentially conflict with the Work. B. Excavate and expose existing parallel pipelines at 300 feet intervals (maximum) for existing pipelines which are within 10 feet of Project pipelines. Survey the line to determine its exact vertical and horizontal location at each point where the line is excavated and exposed. C. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES indicating the owner of pipelines excavated and surveyed and all pertinent survey data, including the station where lines cross or conflicts may exist and the distance to the pavement centerline and elevations of the top of existing pipelines. D. Do not perform Work on the Project until all exploratory excavations have been completed and the Plan of Action has been approved by the OAR. E. Unless specifically indicated otherwise in the Bid Form, no separate payment will be made for pre - construction exploratory excavations. Include the cost for pre -construction exploratory excavations in the unit price for the pipe construction or other applicable feature. When necessary, pavement repairs associated with exploratory excavations that are beyond the limits of the new pavement will be paid for at the unit prices for pavement repair when an item is included in the Bid Form. When an item for pavement repair is not included in the Bid Form, the cost should be included in the unit price for the pipe construction or other applicable feature. FMAC Master Agreement Exhibit B 19.10 Disruption of Services/Continued Operations A. Existing facilities are to continue in service as usual during the construction unless noted otherwise. Owner of utilities must be able to operate and maintain the facilities. Keep disruptions to existing utilities, piping, process piping, or electrical services to a minimum. 1. Do not restrict access to critical valves or operators. 2. Limit operations to the minimum amount of space needed to complete the specified Work. 3. Maintain storm sewers and sanitary sewers in service at all times. Provide temporary service around the construction or otherwise construct the structure in a manner that the flow is not restricted. B. Provide a Plan of Action in accordance with SECTION 0135 00 SPECIAL PROCEDURES if facilities must be taken out of operation. 19.11 Field Measurements A. Perform complete field measurements prior to purchasing products or beginning construction for products required to fit existing conditions. B. Verify property lines, control lines, grades, and levels indicated on the Drawings. C. Check Shop Drawings and indicate the actual dimensions available where products are to be installed. D. Include field measurements in Record Data as required in Article 26. 19.12 Reference Data and Control Points A. The OPT will provide the following control points: 1. Base line or grid reference points for horizontal control. 2. Benchmarks for vertical control. B. Locate and protect control points prior to starting the Work and preserve permanent reference points during construction. Designated control points may be on an existing structure or monument. Do not change or relocate points without prior approval of the OAR. Notify OAR when the reference point is lost, destroyed, or requires relocation. Replace Project control points on the basis of the original survey. C. Provide complete engineering layout of the Work needed for construction. 1. Provide competent personnel. Provide equipment including accurate surveying instruments, stakes, platforms, tools, and materials. 2. Provide surveying with accuracy meeting the requirements established for Category 5 Construction Surveying as established in the Manual of Practice of Land Surveying in Texas published by the Texas Society of Professional Surveyors, latest revision. 3. Record Data and measurements per standards. 19.13 Delivery and Storage A. Deliver products and materials to the Site in time to prevent delays in construction. B. Deliver packaged products to Site in original undamaged containers with identifying labels attached. Open cartons as necessary to check for damage and to verify invoices. Reseal cartons and store properly until used. Leave products in packages or other containers until installed. C. Assume full responsibility for the protection and safekeeping of products stored at the Site. FMAC Master Agreement Exhibit B D. Store products at locations acceptable to the OAR and to allow Owner access to maintain and operate existing facilities. E. Store products in accordance with the Supplier's storage instructions immediately upon delivery. Leave seals and labels intact. F. Provide additional storage areas as needed for construction. Store products subject to damage by elements in substantial weather -tight enclosures or storage sheds. Provide and maintain storage sheds as required for the protection of products. Provide temperature, humidity control, and ventilation within the ranges stated in the Supplier's instructions. Remove storage facilities at the completion of the Project. G. Protect the pipe interior. Keep all foreign materials such as dirt, debris, animals, or other objects out of the pipe during the Work. Cap or plug ends of installed pipe in an approved manner when pipe is not being installed. Clean or wash out pipe sections that become contaminated before continuing with installation. Take precautions to prevent the pipe from floating or moving out of the proper position during or after laying operations. Immediately correct any pipe that moves from its correct position. H. Provide adequate exterior storage for products that may be stored out-of-doors. 1. Provide substantial platforms, blocking, or skids to support materials and products above ground which has been sloped to provide drainage. Protect products from soiling or staining. 2. Cover products subject to discoloration or deterioration from exposure to the elements, with impervious sheet materials. Provide ventilation to prevent condensation below covering. 3. Store loose, granular materials on clean, solid surfaces, or on rigid sheet materials, to prevent mixing with foreign matter. 4. Provide surface drainage to prevent erosion and ponding of water. 5. Prevent mixing of refuse or chemically injurious materials or liquids with stored materials. 6. Pipes and conduits stored outdoors are to have open ends sealed to prevent the entrance of dirt, moisture, and other injurious materials. Protect PVC pipe from ultraviolet light exposure. 7. Store light weight products to prevent wind damage. I. Maintain storage facilities. Inspect stored products on a weekly basis and after periods of severe weather to verify that: 1. Storage facilities continue to meet specified requirements; 2. Supplier's required environmental conditions are continually maintained; and 3. Products that can be damaged by exposure to the elements are not adversely affected. J. Replace any stored item damaged by inadequate protection or environmental controls. K. Payment may be withheld for any products not properly stored. 19.14 Cleaning During Construction A. Provide positive methods to minimize raising dust from construction operations and provide positive means to prevent air -borne dust from disbursing into the atmosphere. Control dust and dirt from demolition, cutting, and patching operations. B. Clean the Project as Work progresses and dispose of waste materials, keeping the Site free from accumulations of waste or rubbish. Provide containers on Site for waste collection. Do not allow waste materials or debris to blow around or off of the Site. Control dust from waste materials. Transport waste materials with as few handlings as possible. FMAC Master Agreement Exhibit B C. Comply with Laws and Regulations. Do not burn or bury waste materials. Remove waste materials, rubbish and debris from the Site and legally dispose of these at public or private disposal facilities. D. Provide a final cleaning to thoroughly clean the entire Site and make ready for acceptance. 1. Remove construction debris, boxes, and trash from the Site. 2. Remove construction storage sheds and field offices. 3. Restore grade to match surrounding condition and remove excess dirt. 4. Sweep all drives and parking lots clean of dirt and debris. Use water trucks or hose down paved site to like new appearance. 19.15 Maintenance of Roads, Driveways, and Access A. Maintain roads and streets in a manner that is suitable for safe operations of public vehicles during all phases of construction unless the Owner approves a street closing. Do not close public roads overnight. B. Submit a Notification by Contractor for Owner's approval of a street closing. The request shall state: 1. The reason for closing the street. 2. How long the street will remain closed. 3. Procedures to be taken to maintain the flow of traffic. C. Construct temporary detours, including by-pass roads around construction, with adequately clear width to maintain the free flow of traffic at all times. Maintain barricades, signs, and safety features around the detour and excavations. Maintain barricades, signs, and safety features around the Work in accordance with all provisions of the latest edition of the Manual on Uniform Traffic Control Devices (MUTCD). D. Assume responsibility for any damage resulting from construction along roads or drives. 19.16 Area Access and Traffic Control A. Provide traffic control measures to assure a safe condition and to provide a minimum of inconvenience to motorists and the public. Provide all-weather access to all residents and businesses at all times during construction. Provide temporary driveways and/or roads of approved material during wet weather. Maintain a stockpile of suitable material on the Site to meet the demands of inclement weather. B. Schedule operations to minimize adverse impact on the accessibility of adjoining properties. Sequence construction to build driveways in half widths, construct temporary ramps, or any other measure required to maintain access to adjoining properties. C. Comply with the Owner's Uniform Barricading Standards and Practices. Copies of this document are available through the Owner's Traffic Engineering Department. Secure required permits from the Owner's Traffic Engineering Department. 19.17 Overhead Electrical Wires A. Comply with OSHA safety requirements regarding construction equipment working beneath overhead electrical wires. Prevent and pay for repairs for damage to existing overhead electrical wires or facilities. B. Provide for adequate safety with regard to overhead lines whether overhead lines are or are not shown in the Contract Documents. FMAC Master Agreement Exhibit B 19.18 Blasting A. Blasting is not allowed for any purpose. 19.19 Archeological Requirements A. Cease operations immediately and contact the Owner for instructions if historical or archaeological artifacts are found during construction. B. Conduct all construction activities to avoid adverse impact on the Sites where significant historical or archaeological artifacts are found or identified as an area where other artifacts could be found. 1. Obtain details for Working in these areas. 2. Maintain confidentiality regarding the Site. 3. Adhere to the requirements of the Texas Historical Commission. 4. Notify the OAR and the Texas Historical Commission. C. Do not disturb archaeological sites. 1. Obtain the services of a qualified archaeological specialist to instruct construction personnel on how to identify and protect archaeological finds on an emergency basis. 2. Coordinate activities to permit archaeological work to take place within the area. a. Attempt to archaeologically clear areas needed for construction as soon as possible. b. Provide a determination of priority for such areas. D. Assume responsibility for any unauthorized destruction that might result to such Sites by construction personnel, and pay all penalties assessed by the State or Federal agencies for non-compliance with these requirements. E. Contract Times will be modified to compensate for delays caused by such archaeological finds. No additional compensation will be paid for delays. 19.20 Endangered Species Resources A. Do not perform any activity that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. B. Cease Work immediately in the area of the encounter and notify the OAR if a threatened or endangered species is encountered during construction. OPT will implement actions in accordance with the ESA and applicable State statutes. Resume construction in the area of the encounter when authorized to do so by the OAR. 19.21 Cooperation with Public Agencies A. Cooperate with all public and private agencies with facilities operating within the limits of the Project. B. Provide a 48-hour notice to any applicable agency when work is anticipated to proceed in the vicinity of any facility by using Texas 811 at 811 and the Lone Star Notification Company at 1-800-669-8344. FMAC Master Agreement Exhibit B ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included A. Administer Contract requirements to construct the Project. Provide documentation per the requirements of this Section. Provide information as requested by the OPT. 20.02 Document Submittal A. Provide documents in accordance with Article 24. B. Use the forms provided for Contract administration, applications for payment, document submittals, documentation of test results, equipment installation and documentation, and Project closeout. A digital copy of the required forms will be provided to the Contractor before or at the pre -construction conference. 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. C. The OAR will normally communicate only with the Contractor. Any required communication with Subcontractors or Suppliers will only be with the direct involvement of the Contractor. D. Direct written communications to the OAR at the address indicated at the pre -construction conference. Include the following with communications as a minimum: 1. Name of the Owner. 2. Project name. 3. Contract title. 4. Project number. 5. Date. 6. A reference statement. E. Submit communications on the forms referenced in this Section or in Article 24. 20.04 Project Meetings A. Pre -Construction Conference: 1. Attend a pre -construction conference. 2. The location of the conference will be determined by the OAR. 3. The time of the meeting will be determined by the OAR but will be after the Notice of Award is issued and not later than 15 days after the Notice to Proceed is issued. FMAC Master Agreement Exhibit B 4. The OPT, Contractor's project manager and superintendent, representatives of utility companies, and representatives from major Subcontractors and Suppliers may attend the conference. 5. Provide and be prepared to discuss: a. Preliminary construction schedule per Article 27. b. Schedule of Values and anticipated Schedule of Payments per Article 17. c. List of Subcontractors and Suppliers. d. Contractor's organizational chart as it relates to this Project. e. Letter indicating the agents of authority for the Contractor and the limit of that authority with respect to the execution of legal documents, Contract Modifications, and payment requests. B. Progress Meetings: 1. Attend meetings with the OAR and Owner. a. Meet on a monthly basis or as requested by the OAR to discuss the Project. b. Meet at the Site or other location as designated by the OAR. c. Contractor's superintendent and other key personnel are to attend the meeting. Other individuals may be requested to attend to discuss specific matters. d. Notify the OAR of any specific items to be discussed a minimum of 1 week prior to the meeting. 2. Provide information as requested by the OAR or Owner concerning this Project. Prepare to discuss: a. Status of overall Project schedule. b. Contractor's detailed schedule for the next month. c. Anticipated delivery dates for equipment. d. Coordination with the Owner. e. Status of documents. f. Information or clarification of the Contract Documents. g. Claims and proposed Modifications to the Contract. h. Field observations, problems, or conflicts. i. Maintenance of quality standards. 3. OAR will prepare minutes of meetings. Review the minutes of the meeting and notify the OAR of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in the minutes of the following meeting or as an attachment to the minutes. C. Pre- Submittal and Pre -Installation Meetings: 1. Conduct pre -submittal and pre -installation meetings as required in the individual technical Specifications or as determined necessary by the OAR (for example, instrumentation, roofing, concrete mix design, etc.). 2. Set the time and location of the meetings when ready to proceed with the associated Work. Submit a Notification by Contractor in accordance with Paragraph 20.07 for the meeting 2 weeks before the meeting. OPT must approve of the proposed time and location. FMAC Master Agreement Exhibit B 3. Attend the meeting and require the participation of appropriate Subcontractors and Suppliers in the meeting. 4. Prepare minutes of the meeting and submit to the OPT for review. OPT will review the minutes of the meeting and notify the Contractor of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in a revised set of meeting minutes. 20.05 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. D. Use the Project Issues Log to document decisions made at meetings and actions to be taken in accordance with Paragraph 20.06. E. Use the Action Item Log to document assignments for actions to be taken in accordance with Paragraph 20.06. 20.06 Decision and Action Item Log A. OAR will maintain a Project Decision Log to document key decisions made at meetings, telephone conversation or Site visits using the format provided: 1. Review the log prior to each regular meeting. 2. Report any discrepancies to the OAR for correction or discussion at the next monthly meeting. B. OAR will maintain an Action Item log in conjunction with the Project Decision Log to track assignments made at meetings, telephone conversation, or Site visits using the format provided: 1. Review the Action Item Log prior to each regular meeting. 2. Report actions taken subsequent to the previous progress meeting on items in the log assigned to the Contractor or through the Contractor to a Subcontractor or Supplier to the OAR. Report on status of progress 1 week prior to each progress meeting established in Paragraph 20.04 to allow OAR to update the log prior to the Progress meetings. 3. Be prepared to discuss the status at each meeting. FMAC Master Agreement Exhibit B C. Decisions or action items in the log that require a change in the Contract Documents will have the preparation of a Modification as an action item if appropriate. The Contract Documents can only be changed by a Modification. 20.07 Notification By Contractor A. Notify the OAR of: 1. Need for testing. 2. Intent to work outside regular working hours. 3. Request to shut down facilities or utilities. 4. Proposed utility connections. 5. Required observation by OAR, Designer, or inspection agencies prior to covering Work. 6. Training. B. Provide notification a minimum of 2 weeks in advance in order to allow OPT time to respond appropriately to the notification. C. Use "Notification by Contractor" form provided. 20.08 Record Documents A. Maintain at the Site one complete set of printed Record Documents including: 1. Drawings. 2. Specifications. 3. Addenda. 4. Modifications. 5. Record Data and approved Shop Drawings. 6. Construction photographs. 7. Test Reports. 8. Clarifications and other information provided in Request for Information responses. 9. Reference standards. B. Store printed Record Documents and Samples in the Contractor's field office. 1. Record Documents are to remain separate from documents used for construction. 2. Provide files and racks for the storage of Record Documents. 3. Provide a secure storage space for the storage of Samples. 4. Maintain Record Documents in clean, dry, legible conditions, and in good order. 5. Make Record Documents and Samples available at all times for inspection by the OPT. C. Maintain a digital record of Specifications and Addenda to identify products provided in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. FMAC Master Agreement Exhibit B D. Maintain a digital record of Drawings in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. 3. Record information as construction is being performed. Do not conceal any Work until the required information is recorded. 4. Mark Drawings to record actual construction, including the following: a. Depths of various elements of the foundation in relation to finished first floor datum or the top of walls. b. Horizontal and vertical locations of underground utilities and appurtenances constructed and existing utilities encountered during construction. c. Location of utilities and appurtenances concealed in the Work. Refer measurements to permanent structures on the surface. Include the following equipment: 1) Piping. 2) Ductwork. 3) Equipment and control devices requiring periodic maintenance or repair. 4) Valves, unions, traps, and tanks. 5) Services entrance. 6) Feeders. 7) Outlets. d. Changes of dimension and detail. e. Changes by Modifications. f. Information in Request for Information or included in the Project Issues Log. g. Details not on the original Drawings. Include field verified dimensions and clarifications, interpretations, and additional information issued in response to RFIs. 5. Mark Drawings with the following colors: a. Highlight references to other documents, including Modifications in blue; b. Highlight mark ups for new or revised Work (lines added) in yellow; c. Highlight items deleted or not installed (lines to be removed) in red; and d. Highlight items constructed per the Contract Documents in green. 6. Submit Record Documents to Designer for review and acceptance 30 days prior to Final Completion of the Project. E. Applications for Payment will not be recommended for payment if Record Documents are found to be incomplete or not in order. Final payment will not be recommended without complete Record Documents. FMAC Master Agreement Exhibit B ARTICLE 21— QUALITY MANAGEMENT 21.01 Contractor's Responsibilities A. Review the OPT's Quality Management Program and prepare and submit the Contractor's Quality Control Plan. B. Implement the Contractor's Quality Control Plan to control the quality of the Work and verify that the Work meets the standards of quality established in the Contract Documents. 1. Inspect products to be incorporated into the Project. Ensure that Suppliers have adequate quality control systems to ensure that products that comply with the Contract Documents are provided. 2. Integrate quality control measures into construction activities to produce Work which meets quality expectations of the Contract Documents. Inspect the Work of the Contractor, Subcontractors, and Suppliers. Correct Defective Work. 3. Provide and pay for the services of an approved professional materials testing laboratory acceptable to the OPT to provide testing that demonstrates that products proposed in Shop Drawings and Record Data for the Project fully comply with the Contract Documents. 4. Provide facilities, equipment, and Samples required for quality control inspections and tests: a. Give the OAR adequate notice before proceeding with Work that would interfere with inspections or testing; b. Notify the OAR and testing laboratories prior to the time that testing is required, providing adequate lead time to allow arrangements for inspections or testing to be made; c. Do not proceed with any Work that would impact the ability to correct defects or Work that would require subsequent removal to correct defects until testing services have been performed and results of tests indicate that the Work is acceptable; d. Cooperate fully with the performance of sampling, inspection, and testing; e. Provide personnel to assist with sampling or to assist in making inspections and field tests; f. Obtain and handle Samples for testing at the Site or at the production source of the product to be tested; g. Provide adequate quantities of representative products to be tested to the laboratory at the designated locations; h. Provide facilities required to store and cure test Samples; i. Provide calibrated scales and measuring devices for the OPT's use in performing inspections and testing; j. Provide adequate lighting to allow OPT observations; and k. Make Contract Documents available to testing agencies when requested. 5. Provide safe access for all inspection and testing activities, including those to be conducted as part of the OPT's Quality Management Program. 6. Document Defective Work though Certified Test Reports and Defective Work Notices. Document that corrective actions have been taken to correct any defects and that corrected Work is in compliance with the Contract Documents. 7. Apply quality control measures to documentation provided for the Project. FMAC Master Agreement Exhibit B 8. Implement countermeasures to prevent future Defective Work. C. Perform tests as indicated in this and other Sections of the Specifications. Technical Specifications govern if any testing and inspection requirements of this Section conflict with the testing and inspection requirements of the technical Specifications. D. All verification testing is to be observed by the OAR or designated representative. E. Send test reports to the OAR and the Designer. F. Provide an update on quality control activities at monthly progress meetings required by Article 20. G. Owner will withhold payment for Defective Work, or Work that has not been tested or inspected in accordance with the Contractor's Quality Control Plan, the OPT's Quality Control Program, or the Contract Documents. H. Owner will withhold payment for additional testing fees incurred due to Contractor noncompliance with OPT's Quality Control Program, including retesting fees, standby time, cancellation charges, and trip fees for retesting or cancellations. I. Work performed that is connected or adjacent to Defective Work or Work that would have to be removed to correct Defective Work is also considered to be Defective. Contractor is responsible for all cost with replacing any acceptable Work that must be removed, or might be damaged by corrective actions. 21.02 Quality Management Activities by OPT A. OPT will perform its own quality assurance tests independent of the Contractor's Quality Control Program. Assist the OPT and testing organizations in performing quality assurance activities per Paragraph 21.01. B. Quality assurance testing performed by the OPT will be paid for by the Owner, except for verification testing required per Paragraph 21.07. C. Quality assurance activities of the OPT, through their own forces or through contracts with consultants and materials testing laboratories are for the purpose of monitoring the results of the Contractor's Work to see that it is in compliance with the requirements of the Contract Documents. Quality assurance activities or non-performance of quality assurance activities by the OPT do not: 1. Relieve the Contractor of its responsibility to provide Work or furnish products that conform with the requirements of the Contract Documents; 2. Relieve the Contractor of its responsibility for providing adequate quality control measures; 3. Relieve the Contractor of its responsibility for damage to or loss of Work or products before OPT's acceptance; 4. Constitute or imply OPT's acceptance; and 5. Affect the continuing rights of the Owner after OPT's acceptance of the completed Work. D. Work is subject to OPT's quality assurance observations or testing at any time. Products which have been tested or inspected and approved by OPT at a supply source or staging area may be inspected or tested again by the OPT before, during or after incorporation into the Work and rejected if products do not comply with the Contract Documents. 21.03 Contractor's Use of OPT's Test Reports A. OPT has prepared a Quality Management Plan that describes, in general, the OPT's anticipated quality assurance testing program for this Project. This testing program will be made available to Bidders during the FMAC Master Agreement Exhibit B bidding phase. This plan outlines only the testing in general terms and may not reflect actual testing. Actual testing will depend on the Contractors means, methods and procedures of construction which will not be known until the Contractor begins Work and submits their own Quality Control Plan for review. There is no guarantee that all testing will be performed. B. Contractor will receive copies of all test reports documenting OPT's quality assurance activities. Contractor is entitled to rely on the accuracy of these test results and use these as part of their quality control efforts. C. Contractor is to determine additional testing or inspections that may be required to implement the Contractor's Quality Control Plan. Include cost for additional testing and inspections required to meet Contractors quality control obligations, including the cost for correcting Defective Work in the Contract Price. D. Contractor may submit a Change Proposal if OPT's quality assurance testing program deviates significantly from the OPT's Quality Management Plan, and Contractor can demonstrate that additional cost was incurred to implementing the Contractor's Quality Control Plan resulting from these deviations. 21.04 Documentation A. Provide documentation which includes: 1. Contractor's Quality Management Plan that establishes the methods of assuring compliance with the Contract Documents. Submit this plan as a Shop Drawings per Article 25. 2. A Statement of Qualification for any proposed testing laboratories that includes a list of the engineers and technical staff that will provide testing services on the Project, descriptions of the qualifications of these individuals, list of tests that can be performed, equipment used with date of last certification, and a list of recent projects for which testing has been performed with references for those projects. 3. Provide Certified Test Reports for products to be incorporated into the Project. Provide reports to indicate that proposed products comply with the Contract Documents or indicate that proposed products do not comply with the Contract Documents and why it does not comply. Submit these test reports as part of a Shop Drawings submitted per Article 25. 4. Provide Certified Test Reports for inspection and testing required in this Section and in other Specification Sections. Provide reports to indicate that Work complies with the Contract Documents or indicate that Work does not comply with the Contract Documents they are not in compliance and why it does not comply. Submit these test reports on forms provided per Article 24. 21.05 Standards A. Provide testing laboratories that comply with the American Council of Independent Laboratories (ACIL) "Recommended Requirements for Independent Laboratory Qualifications." B. Perform testing per recognized test procedures as listed in the various Sections of the Specifications, standards of the State Department of Highways and Public Transportation, American Society of Testing Materials (ASTM), or other testing associations. Perform tests in accordance with published procedures for testing issued by these organizations. 21.06 Delivery and Storage A. Handle and protect test specimens of products and construction materials at the Site in accordance with recognized test procedures. Provide facilities for storing, curing, processing test specimens as required by test standard to maintain the integrity of Samples. FMAC Master Agreement Exhibit B 21.07 Verification Testing for Corrected Defects A. Provide verification testing on Work performed to correct Defective Work to demonstrate that the Work is now in compliance with the Contract Documents. Document that Defective Work has been corrected and verify that the OAR closes the item in the Defective Work Register. B. Pay for verification testing. OPT may perform verification testing as part of their Quality Management Program and impose a Set-off to recover the cost for this testing. C. Conduct the same tests or inspections used to determine that the original Work was Defective. Different tests or methods may be used if approved by the OPT. 21.08 Test Reports A. Certified Test Reports are to be prepared for all tests. 1. Tests performed by testing laboratories may be submitted on their standard test report forms if acceptable to the OPT. These reports must include the following: a. Name of the Owner, Project title and number and Contractor; b. Name of the laboratory, address, and telephone number; c. Name and signature of the laboratory personnel performing the test; d. Description of the product being sampled or tested; e. Date and time of sampling, inspection, and testing; f. Date the report was issued; g. Description of the test performed; h. Weather conditions and temperature at time of test or sampling; i. Location at the Site or structure where the test was taken; j. Standard or test procedure used in making the test; k. A description of the results of the test; I. Statement of compliance or non-compliance with the Contract Documents; and m. Interpretations of test results, if appropriate. 2. Submit reports on tests performed by Contractor, Subcontractors or Suppliers on the forms provided by the OAR. 3. OPT will prepare test reports on test performed by the OPT. B. Send test report to Designer within 24 hours of completing the test. Flag tests reports with results that do not comply with Contract Documents for immediate attention. C. Payment for Work may be withheld until test reports indicate that the Work is not Defective. 21.09 Defective Work A. Immediately correct any Defective Work or notify the OAR why the Work is not to be corrected immediately and when corrective action will be completed. B. No payment will be made for Defective Work. Remove Work from the Application for Payment if Work paid for on a previous Application for Payment is found to be Defective. FMAC Master Agreement Exhibit B 21.10 Limitation of Authority of Testing Laboratory A. The testing laboratory representatives are limited to providing testing services and interpreting the results of the test performed. B. The testing laboratory is not authorized to: 1. Alter the requirements of the Contract Documents; 2. Accept or reject any portion of the Work; 3. Perform any of the duties of the Contractor; or 4. Direct or stop the Work. 21.11 Quality Control Plan A. Submit the Contractor's Quality Control Plan for approval as a Shop Drawing per Article 25. Use Contractor's Quality Control Plan Checklist provided to review the document before submitting and include a copy of the completed checklist with the Contractor's Quality Control Plan. Do not begin Work until the Contractor's Quality Control Plan is approved. Submit an interim plan covering only the portion of Work to be performed if the Contractor plans to begin Work prior to submitting the Contractor's Quality Control Plan for the Project. Do not begin Work on other parts of the Project until the Contractor's Quality Control Plan is approved or another interim plan covering the additional Work to be started is approved. B. Provide a Contractor's Quality Control Plan that incorporates construction operations at both the Site and production Work at remote locations and includes Work by Subcontractors and Suppliers. The Contractor's Quality Control Plan is to include: 1. A description of the quality control organization, including an organization chart showing lines of authority to control the quality of Work; 2. Documentation describing name, qualifications (in resume format), duties, responsibilities, and level of authority of the Quality Control Manager; 3. The name, qualifications (in resume format), duties, responsibilities, and authorities of other persons assigned a quality control function; 4. Procedures for scheduling, reviewing, certifying, and managing documentation, including documentation provided by Subcontractors and Suppliers; 5. Control, verification, and acceptance testing procedures for each specific test. Include: a. Name of tests to be performed, b. Specification paragraph requiring test, c. Parameters of Work to be tested, d. Test frequency, e. Persons responsible for each test, and f. Applicable industry testing standards and laboratory facilities to be used for the test; 6. Integrate the OPT quality assurance testing into the Contractor's Quality Control Plan, specifically identifying the tests or inspections in Paragraph 21.11.B.5 that will be provided by the OPT as part of their Quality Management Program; 7. Procedures for tracking and documenting quality management efforts. FMAC Master Agreement Exhibit B 8. Procedures for tracking Defective Work from initial identification through acceptable corrective action. Indicate how documentation of the verification process for deficiencies will be made. 9. Reporting procedures which incorporate the use of forms provided by the OAR. 10. The name of the proposed testing laboratories along with documentation of qualifications per Paragraph 21.04. C. The Quality Control Manager must have authority to reject Defective Work and redirect the efforts of the Contractor's Team to prevent or correct Defective Work. D. Notify the Designer of any changes to the Contractor's Quality Control Plan or quality control personnel. E. Meet with the OPT 7 days after Contractor's Quality Control Plan is submitted and before start of construction to discuss the Contractor's Quality Control Plan and expedite its approval. 21.12 Implement Contractor's Quality Control Plan A. Perform quality control observations and testing as required in each Section of the Specifications and where indicated on the Drawings. B. Include the following phases for each definable Work task. A definable Work task is one which is separate and distinct from other tasks, has separate control requirements, may be provided by different trades or disciplines, or may be Work by the same trade in a different environment. 1. Planning Phase: Perform the following before beginning each definable Work task: a. Review the Contract Drawings. b. Review documents and determine that they are complete in accordance with the Contract Documents. c. Check to assure that all materials and/or equipment have been tested, submitted, and approved. d. Examine the work area to assure that all required preliminary Work has been completed and complies with the Contract Documents. e. Examine required materials, equipment, and Sample Work to assure that they are on hand, conform to Shop Drawings and Record Data, and are properly stored. f. Review requirements for quality control inspection and testing. g. Discuss procedures for controlling quality of the Work. Document construction tolerances and workmanship standards for the Work task. h. Check that the portion of the plan for the Work to be performed incorporates document review comments. i. Discuss results of planning phase with the OAR. Conduct a meeting attended by the Quality Control Manager, the OAR, superintendent, other quality control personnel as applicable, and the foreman responsible for the Work task. Instruct applicable workers as to the acceptable level of workmanship required in order to meet the requirements of the Contract Documents. Document the results of the preparatory phase actions by separate meeting minutes prepared by the Quality Control Manager and attached to the quality control report. Do not move to the next phase unless results of investigations required for the planning phase indicate that requirements have been met. 2. Work Phase: Complete this phase after the Planning Phase: FMAC Master Agreement Exhibit B a. Notify the OAR at least 24 hours in advance of beginning the Work and discuss the review of the planning effort to indicate that requirements have been met. b. Check the Work to ensure that it is in full compliance with the Contract Documents. c. Verify adequacy of controls to ensure full compliance with Contract Documents. Verify required control inspection and testing is performed. d. Verify that established levels of workmanship meet acceptable workmanship standards. Compare with required Sample panels as appropriate. e. Repeat the Work phase for each new crew to work on-site, or any time acceptable specified quality standards are not being met. 3. Follow-up Phase: Perform daily checks to assure control activities, including control testing, are providing continued compliance with contract requirements: a. Make checks daily and record observations in the quality control documentation. b. Conduct follow-up checks and correct all deficiencies prior to the start of additional Work tasks that may be affected by the Defective Work. Do not build upon nor conceal Defective Work. c. Conduct a review of the Work with the OPT one month prior to the expiration of the correction period. Correct defects as noted during the review. C. Conduct additional planning and Work phases if: 1. The quality of on-going Work is unacceptable; 2. Changes are made in applicable quality control staff, on-site production supervision or crews; 3. Work on a task is resumed after a substantial period of inactivity; or 4. Other quality problems develop. ARTICLE 22 — FINAL RESOLUTION OF DISPUTES 22.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Agreeing with the other party to submit the dispute to a dispute resolution process; or 2. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if the parties do not mutually agree to a dispute resolution process. No provision of this Agreement shall be construed as consent to a lawsuit. No provision of this Agreement shall waive any immunity or defense. ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY 23.01 Policy A. It is the policy of the City of Corpus Christi that maximum opportunity is afforded minorities, women, low income persons and Minority/Disadvantaged Business Enterprises (M/DBE) to participate in the performance of contracts awarded by the City of Corpus Christi in support of Equal Employment Opportunity goals and objectives of the Affirmative Action Policy Statement of the City dated October 1989, and any amendments thereto. In accordance with such policy, the City has established goals, as stated herein, both for minority and female participation by trade and for Minority Business Enterprise. FMAC Master Agreement Exhibit B 23.02 Definitions A. Prime Contractor: Any person, firm, partnership, corporation, association, or joint venture as herein provided which has been awarded a City contract. B. Subcontractor: Any named person, firm, partnership, corporation, association, or joint venture herein identified as providing work, labor, services, supplies, equipment, materials, or any combination of the foregoing under contract with a prime contractor on a City contract. C. Minority/Disadvantaged Business Enterprise: A business enterprise that is owned and controlled by one or more minority person(s) or socially and economically disadvantaged individual(s). Minority/Disadvantaged person(s) must collectively own, operate and/or actively manage, and share in payments from such an enterprise in the manner hereinafter set forth: 1. Owned: a. For a sole proprietorship to be deemed a minority business enterprise, it must be owned by a minority person. b. For an enterprise doing business as a partnership, at least 51 percent of the assets or interest in the partnership property must be owned by one or more minority person(s). c. For an enterprise doing business as a corporation, at least 51 percent of the assets or interest in the corporate shares must be owned by one or more minority person(s). 2. Controlled: a. The primary power, direct or indirect, to manage a business enterprise rests with a minority person(s). 3. Share in Payments: a. Minority partners, proprietors, or stockholders of the business enterprise, must be entitled to receive 51 percent or more of the total profits, bonuses, dividends, interest payments, commissions, consulting fees, rents, procurement, and subcontract payments, and any other monetary distribution paid by the business enterprise. D. Minority: Minority persons include Blacks, Mexican -Americans and other persons of Hispanic origin, American Indians, Alaskan Natives, and Asians or Pacific Islanders. For the purposes of this policy, women are also considered as minorities. E. Socially and economically disadvantaged individual: Any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who has been subjected to racial or ethnic prejudice or cultural bias within American society because of his or her identity as a member of a group and without regard to his or her individual qualities. The social disadvantage must stem from circumstances beyond the individual's control. F. Female Owned Business Enterprise: A sole proprietorship that is owned and controlled by a woman, a partnership at least 51 percent of whose assets or partnership interests are owned by one or more women, or a corporation at least 51 percent of whose assets or interests in the corporate shares are owned by one or more women. G. Joint Venture: A joint venture means an association of two or more persons, partnerships, corporations, or any combination thereof, founded to carry on a single business activity which is limited in scope and direction. The degree to which a joint venture may satisfy the stated MBE goal cannot exceed the proportionate interest of the MBE as a member of the joint venture in the Work to be performed by the joint venture. For example, a joint venture which is to perform 50 percent of the Work itself and in which a minority joint venture partner FMAC Master Agreement Exhibit B has a 50 percent interest, shall be deemed equivalent to having minority participation in 25 percent of the Work. Minority members of the joint venture must have financial, managerial, or technical skills in the Work to be performed by the joint venture. 23.03 Goals A. The goals for participation by minorities and Minority Business Enterprises expressed in percentage terms for the Contractor's aggregate work force on all construction Work for the Contract award shall be as specified in SECTION 00 21 13 INVITATION TO BID AND INSTRUCTIONS TO BIDDERS. B. These goals are applicable to all the construction work (regardless of federal participation) performed in the Contract, including approved Change Orders. The hours of minority employment must be substantially uniform throughout the length of the Contract and in each trade. The transfer of minority employees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's percentage is prohibited. 23.04 Compliance A. Upon completion of the Project, a final breakdown of MBE participation, substantiated by copies of paid invoices, shall be submitted by the Contractor to the City Engineer. B. Make bi-weekly payroll submittals to the City Engineer. The Contractor is to indicate the percent of minority and female participation, by trade, which has been utilized on the Project. Along with the request for final payment on the Project, the Contractor will indicate, in writing, the overall participation in these areas which have been achieved. The City Engineer may withhold monthly or final payments to the Contractor for failure to submit bi-weekly payrolls in a timely fashion or to submit overall participation information as required. ARTICLE 24 — DOCUMENT MANAGEMENT 24.01 Work Included A. Submit documentation as required by the Contract Documents and as reasonably requested by the OPT. 24.02 Quality Assurance A. Submit legible, accurate, complete documents presented in a clear, easily understood manner. Documents not meeting these criteria will be returned without review. 24.03 Contractor's Responsibilities A. Review documents prior to submitting. Make certifications as required by the Contract Documents and as indicated on forms provided. B. Provide a Schedule of Documents to list the documents that are to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that documents must be returned to comply with the Project schedule. Use the form provided for this list. C. Incorporate the dates for processing documents into the Progress Schedule required by Article 27. 1. Provide documents in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of documents when preparing the Progress Schedule. Assume a 14 day review cycle for each document unless a longer period of time is indicated in the Contract Documents or agreed to by Designer and Contractor. FMAC Master Agreement Exhibit B 3. Schedule submittal of documents to provide all information for interrelated Work at one time. 4. Allow adequate time for processing documents so construction of the Project is not delayed. 24.04 Document Submittal A. Submit documents through the Designer. Send all documents in digital format for processing. 1. Provide all information requested with a completed Document Transmittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. 2. The Document Transmittal form is to be the first page in the document submitted. 3. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the document. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. h. Add footers to each document with the Project name. g. 24.05 Document Numbering A. Assign a number to the documents originated to allow tracking of the documents during the review process. 1. Assign the number consisting of a prefix, a sequence number, and a letter suffix. Prefixes shall be as follows: Prefix 1 Description Originator AP Application for Payment Contractor CO Change Order OAR CP Change Proposal Contractor CTR Certified Test Report Contractor FO Field Order OAR NBC Notification by Contractor Contractor PD Photographic Documentation Contractor FMAC Master Agreement Exhibit B Prefix Description Originator RCP Request for a Change Proposal OAR RD Record Data Contractor RFI Request for Information Contractor SD Shop Drawing Contractor SCH Schedule of Progress Contractor 2. Issue sequence numbers in chronological order for each type of document. 3. Issue numbers for resubmittals that have the same number as the original document followed by an alphabetical suffix indicating the number of times the same document has been sent to the Designer for processing. For example: SD 025 A represents Shop Drawing number 25 and the letter "A" designates that this is the second time this document has been sent for review. 4. Clearly note the document number on each page or sheet of the document. 5. Correct assignment of numbers is essential since different document types are processed in different ways. B. Include reference the Drawing number and/or Specification Section, detail designation, schedule, or location that corresponds with the data on the document transmittal forms. Other identification may also be required, such as layout drawings or schedules to allow the reviewer to determine where a particular product is to be used. 24.06 Document Requirements A. Furnish documents as indicated below or in individual Specification Sections. Submit documents per the procedures described in the Contract Documents. B. Submit documents per the Specification Section shown in the following table: Document Type Section Application for Payment Article 17 Change Proposal Article 12 Certified Test Report Article 25 for approval of product Article 21 to demonstrate compliance Notification by Contractor Article 20 Photographic Documentation Article 28 Progress Schedules Article 27 Record Data Article 26 Request for Information Article 20 Shop Drawing Article 25 Schedule of Values Article 17 Substitutions Article 12 Suppliers and Subcontractors Articles 20 and 26 FMAC Master Agreement Exhibit B ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 25.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 25.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 25.03 Contractor's Responsibilities A. Provide Shop Drawings as required by Paragraph 25.03 of the Supplementary Conditions. B. Include Shop Drawings in the Schedule of Documents required by Article 24 to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by Article 27. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting the Shop Drawing for a least a second review. Assume a 14 -day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; FMAC Master Agreement Exhibit B 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawings; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawings are complete for their intended purpose; and 5. Conflicts between the Shop Drawings related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 25.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; FMAC Master Agreement Exhibit B 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 25.05 Special Certifications and Reports A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 25.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 -year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 25.07 Shop Drawing Submittal Procedures A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. FMAC Master Agreement Exhibit B b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 25.08.A. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. FMAC Master Agreement Exhibit B 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 -day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 25.03. 25.08 Sample and Mockup Submittal Procedures A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. FMAC Master Agreement Exhibit B 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 25.09 Requests for Deviation A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. FMAC Master Agreement Exhibit B 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. FMAC Master Agreement Exhibit B E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 25.11 Resubmission Requirements A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. 5. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. ARTICLE 26 — RECORD DATA 26.01 Work Included A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: FMAC Master Agreement Exhibit B 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents require for record purposes. 26.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 26.03 Contractor's Responsibilities A. Submit Record Data in accordance with SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. Include Record Data in the Schedule of Documents required by Article 24 to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. FMAC Master Agreement Exhibit B 26.04 Record Data Requirements A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 26.05 Special Certifications and Reports A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. 26.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 26.07 Record Data Submittal Procedures A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. FMAC Master Agreement Exhibit B d. Submit color PDF documents where color is required to interpret the Record Data. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 26.03. 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. FMAC Master Agreement Exhibit B 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE 27.01 Requirements A. Prepare and submit a Progress Schedule for the Work and update the schedule on a monthly basis for the duration of the Project. B. Provide schedule in adequate detail to allow Owner to monitor progress and to relate document processing to sequential activities of the Work. C. Incorporate and specifically designate the dates of anticipated submission of documents and the dates when documents must be returned to the Contractor into the schedule. D. Assume complete responsibility for maintaining the progress of the Work per the schedule submitted. E. Take the requirements of SECTION 01 35 00 SPECIAL PROCEDURES into consideration when preparing schedule. 27.02 Document Submittal A. Submit Progress Schedules in accordance with Article 24. B. Submit a preliminary schedule within 10 days after the Notice of Award. The schedule is to be available at the pre -construction conference. C. Submit a detailed schedule at least 10 days prior to the first payment request. D. Submit Progress Schedules updates monthly with Applications for Payment to indicate the progress made on the Project to that date. Failure to submit the schedule may cause delay in the review and approval of Applications for Payment. FMAC Master Agreement Exhibit B 27.03 Schedule Requirements A. Schedule is to be in adequate detail to: 1. Assure adequate planning, scheduling, and reporting during the execution of the Work; 2. Assure the coordination of the Work of the Contractor and the various Subcontractors and Suppliers; 3. Assist in monitoring the progress of the Work; and 4. Assist in evaluating proposed changes to the Contract Times and Project schedule. B. Provide personnel with 5 years' minimum experience in scheduling construction work comparable to this Project. Prepare the schedule using acceptable scheduling software. C. Provide the schedule in the form of a computer generated critical path schedule which includes Work to be performed on the Project. It is intended that the schedule accomplish the following: 1. Give early warning of delays in time for correction. 2. Provide detailed plans for the execution of the Work in the form of future activities and events in sequential relationships. 3. Establish relationships of significant planned Work activities and provide a logical sequence for planned Work activities. 4. Provide continuous current status information. 5. Allow analysis of the Contractor's program for the completion of the Project. 6. Permit schedules to be revised when the existing schedule is not achievable. 7. Log the progress of the Work as it actually occurs. D. Prepare a time scaled CPM arrow or precedence diagram to indicate each activity and its start and stop dates. 1. Develop Milestone dates and Project completion dates to conform to time constraints, sequencing requirements and Contract completion date. 2. Use calendar day durations while accounting for holidays and weather conditions in the projection of the duration of each activity. 3. Clearly indicate the critical path for Work to complete the Project. E. Provide a time scaled horizontal bar chart which indicates graphically the Work scheduled at any time during the Project. The chart is to indicate: 1. Complete sequence of construction by activity; 2. Identification of the activity by structure, location, and type of Work; 3. Chronological order of the start of each item of Work; 4. The activity start and stop dates; 5. The activity duration; 6. Successor and predecessor relationships for each activity; 7. A clearly indicated single critical path; and S. Projected percentage of completion, based on dollar value of the Work included in each activity as of the first day of each month. FMAC Master Agreement Exhibit B F. Provide a schedule incorporating the Schedule of Documents provided in accordance with Article 24 indicating: 1. Specific date each document is to be delivered to the Designer. 2. Specific date each document must be received in order to meet the proposed schedule. 3. Allow a reasonable time to review documents, taking into consideration the size and complexity of the document, other documents being processed, and other factors that may affect review time. 4. Allow time for re -submission of each document. Contractor is responsible for delays associated with additional time required to review incomplete or erroneous documents and for time lost when documents are submitted for products that do not meet Specification requirements. 27.04 Schedule Revisions A. Revise the schedule if it appears that the schedule no longer represents the actual progress of the Work. 1. Submit a written report if the schedule indicates that the Project is more than 30 days behind schedule. The report is to include: a. Number of days behind schedule; b. Narrative description of the steps to be taken to bring the Project back on schedule; and c. Anticipated time required to bring the Project back on schedule. 2. Submit a revised schedule indicating the action that the Contractor proposes to take to bring the Project back on schedule. B. Revise the schedule to indicate any adjustments in Contract Times approved by Modification. 1. Include a revised schedule with Change Proposals if a change in Contract Times is requested. 2. OPT will deem any Change Proposal that does not have a revised schedule and request for a change in Contract Times as having no impact on the ability of the Contractor to complete the Project within the Contract Times. C. Updating the Project schedule to reflect actual progress is not considered a revision to the Project schedule. D. Applications for Payment may not be recommended for payment without a revised schedule and if required, the report indicating the Contractor's plan for bringing the Project back on schedule. 27.05 Float Time A. Define float time as the amount of time between the earliest start date and the latest start date of a chain of activities on the construction schedule. B. Float time is not for the exclusive use or benefit of either the Contractor or Owner. C. Where several subsystems each have a critical path, the subsystem with the longest time of completion is the critical path and float time is to be assigned to other subsystems. D. Contract Times cannot be changed by the submission of a schedule. Contract Times can only be modified by a Change Order or Contract Amendment. E. Schedule completion date must be the same as the Contract completion date. Time between the end of construction and the Contract completion date is float time. FMAC Master Agreement Exhibit B ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 28.01 Work Included A. Provide a video recording of the Site prior to the beginning of construction. 1. Record the condition of all existing facilities in or abutting the construction area (right-of-way) including but not limited to streets, curb and gutter, utilities, driveways, fencing, landscaping, etc. 2. Record after construction staking is complete but prior to any clearing. 3. Provide one copy of the recording, dated and labeled to the OAR before the start of construction. Provide additional recording as directed by the OAR if the recording provided is not considered suitable for the purpose of recording pre-existing conditions. B. Furnish an adequate number of photographs of the Site to clearly depict the completed Project. 1. Provide a minimum of ten different views. 2. Photograph a panoramic view of the entire Site. 3. Photograph all significant areas of completed construction. 4. Completion photographs are not to be taken until all construction trailers, excess materials, trash, and debris have been removed. 5. Employ a professional photographer approved by the OAR to photograph the Project. 6. Provide one aerial photograph of the Site from an angle and height to include the entire Site while providing adequate detail. C. All photographs, video recordings, and a digital copy of this media are to become the property of the Owner. Photographs or recordings may not be used for publication, or public or private display without the written consent of the Owner. 28.02 Quality Assurance A. Provide clear photographs and recordings taken with proper exposure. View photographs and recordings in the field and take new photographs or recordings immediately if photos of an adequate print quality cannot be produced or video quality is not adequate. Provide photographs with adequate quality and resolution to permit enlargements. 28.03 Document Submittal A. Submit photographic documentation as Record Data in accordance with Article 24. B. Submit two DVDs of the video recording as Record Data in accordance with Article 24. 28.04 Photographs A. Provide photographs in digital format with a minimum resolution of 1280 x 960, accomplished without a digital zoom. B. Take photographs at locations acceptable to the OAR. C. Provide two color prints of each photograph and a digital copy on a DVD of each photograph taken. D. Identify each print on back with: 1. Project name. FMAC Master Agreement Exhibit B 2. Date, time, location, and orientation of the exposure. 3. Description of the subject of photograph. E. Submit photographs in clear plastic sheets designed for photographs. Place only one photograph in each sheet to allow the description on the back to be read without removing the photograph. F. Final photographs are to include two 8 -by -10 -inch glossy color prints for each of ten photographs selected by the OAR. These photographs are in addition to normal prints. 28.05 Video Recording A. Provide digital format on DVD that can be played with Windows Media Player in common format in full screen mode. B. Identify Project on video by audio or visual means. C. Video file size should not exceed 400 MB. D. Video resolution shall be 1080p. E. The quality of the video must be sufficient to determine the existing conditions of the construction area. Camera panning must be performed while at rest, do not pan the camera while walking or driving. Camera pans should be performed at intervals sufficient to clearly view the entire construction area. F. DVD shall be labeled with construction stationing and stationing should be called out, voice recorded, in the video. G. The entire construction area recording shall be submitted at once. Sections submitted separately will not be accepted. H. Pipeline projects should be recorded linearly from beginning to end. ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. FMAC Master Agreement Exhibit B 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. 29.03 Reinspection Fees A. Owner may impose a Set-off against the Application for Payment in accordance with the General Conditions to compensate the OPT for additional visits to the Project if additional Work is required. 29.04 Closeout Documents Submittal A. Record Documents per Article 20. B. Warranties and bonds. C. Equipment installation reports on equipment. D. Shop Drawings, Record Data, and other documents as required by the Contract Documents. E. Evidence of continuing insurance and bond coverage as required by the Contract Documents. F. Final Photographs per Article 28. 29.05 Transfer of Utilities A. Transfer utilities to the Owner when the Certificate of Substantial Completion has been issued and the Work has been occupied by the Owner. B. Submit final meter readings for utilities and similar data as of the date the Owner occupied the Work. 29.06 Warranties, Bonds and Service Agreements A. Provide warranties, bonds, and service agreements required by the Contract Documents. FMAC Master Agreement Exhibit B B. The date for the start of warranties, bonds, and service agreements is established per the Contract Documents. C. Compile warranties, bonds, and service agreements and review these documents for compliance with the Contract Documents. 1. Provide a log of all equipment covered under the 1 -year correction period specified in the Contract Documents and all products for which special or extended warranties or guarantees are provided. Index the log by Specification Section number on forms provided. Include items 2.e through 2.g below in the tabulation. 2. Provide a copy of specific warranties or guarantees under a tab indexed to the log. Each document is to include: a. A description of the product or Work item; b. The firm name, with the name of the principal, address, and telephone number; c. Signature of the respective Supplier or Subcontractor to acknowledge existence of the warranty obligation for extended warranties and service agreements; d. Scope of warranty, bond, or service agreement; e. Indicate the start date for the correction period specified in the Contract Documents for each product and the date on which the specified correction period expires. f. Indicate the start date for extended warranties for each product and the date on which the specified extended warranties period expires. g. Start date, warranty or guarantee period, and expiration date for each warranty, bond, and service agreement; h. Procedures to be followed in the event of a failure; and i. Specific instances that might invalidate the warranty or bond. D. Submit digital copies of the documents to the Designer for review. E. Submit warranties, bonds, and service agreements within 10 days after equipment or components are placed in service. ARTICLE 30 — MISCELLANEOUS 30.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 30.02 Owner's Right to Audit Contractor's Records A. By execution of the Contract, Contractor grants Owner the right to audit, examine, inspect and/or copy, at Owner's election at all reasonable times during the term of this Contract and for a period of four (4) years following the completion or termination of the Work, all of Contractor's written and electronically stored FMAC Master Agreement Exhibit B records and billings relating to the performance of the Work under the Contract Documents. The audit, examination or inspection may be performed by an Owner designee, which may include its internal auditors or an outside representative engaged by Owner. Contractor agrees to retain its records for a minimum of four (4) years following termination of the Contract, unless there is an ongoing dispute under the Contract, then, such retention period must extend until final resolution of the dispute. As used in these General Conditions, "Contractor written and electronically stored records" include any and all information, materials and data of every kind and character generated as a result of the work under this Contract. Examples of Contractor written and electronically stored records include, but are not limited to: accounting data and reports, billings, books, general ledgers, 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, Subcontractor agreements, Supplier agreements, rental equipment proposals, federal and state tax filings for any issue in question, along with any and all other agreements, sources of information and matters that may, in Owner's sole judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Documents. B. Owner agrees to exercise the right to audit, examine or inspect Contractor's records only during regular business hours. Contractor agrees to allow Owner and/or Owner's designee access to all of the Contractor's Records, Contractor's facilities, and current or former employees of Contractor, deemed necessary by Owner or its designee(s), to perform such audit, inspection or examination. Contractor also agrees to provide adequate and appropriate work space necessary for Owner or its designees to conduct such audits, inspections or examinations. C. Contractor must include this Paragraph 30.02 in any Subcontractor, supplier or vendor contract. 30.03 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership or formal business organization of any kind. 30.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 30.04 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. 30.05 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses or damages sustained by Contractor's Team associated with other projects or anticipated projects. FMAC Master Agreement Exhibit B 30.06 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Contract. 30.07 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 30.08 Survival of Obligations A. Representations, indemnifications, warranties, guarantees and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 30.09 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 30.10 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the prior written consent of the Owner. 30.11 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 30.12 Controlling Law A. This Contract 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, Texas. 30.13 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. 30.14 Waiver of Trial by Jury A. Owner and Contractor 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 Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 30.15 Attorney Fees A. The Parties expressly agree that, in the event of litigation, all parties waive rights to payment of attorneys' fees that otherwise might be recoverable, pursuant to the Texas Civil Practice and Remedies Code Chapter 38, Texas Local Government Code §271.153, the Prompt Payment Act, common law or any other provision for payment of attorney's fees. FMAC Master Agreement Exhibit B 30.16 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. No qualified person shall on the basis of race, color, religion, national origin, gender, age or disability be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. C. Comply with all applicable federal, state and city laws, rules and regulations. 30.17 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 30.18 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason, funds are not appropriated in any given year, the Owner may direct immediate suspension or termination of the Contract with no additional liability to the Owner. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contractor may request payment for reasonable demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 30.19 Contract Sum A. The Contract Sum is stated in the Contract and, including authorized adjustments, is the total maximum not - to -exceed amount payable by Owner to Contractor for performance of the Work under the Contract Documents. Contractor accepts and agrees that all payments pursuant to this Contract are subject to the availability and appropriation of funds by the Corpus Christi City Council. If funds are not available and/or appropriated, this Contract shall immediately be terminated with no liability to any party to this Contract. 30.20 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. 30.21 Notices. A. Any notice required to be given to Owner under any provision in this Contract must include a copy to OAR by mail or e-mail. END OF SECTION FMAC Master Agreement Exhibit B CITY OF CORPUS CHRISTI FACILITIES MULTIPLE AWARD CONTRACT (FMAC) MASTER AGREEMENT Project No. 19002A This Agreement is entered into on , 2019 between 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 and Davila Construction, Inc., a Texas Corporation, 710 Buffalo Street, Suite 507, Corpus Christi, Texas 78401 (Contractor). WHEREAS, Texas Government Code Chapter 2269, Subchapter I authorizes the City to contract for the maintenance, repair, alteration, renovation, remediation or minor construction of city -owned facilities when the work is of a recurring nature, but the delivery times, type and quantities of work required are indefinite; WHEREAS, the City's Department of Engineering Services issued a Request for Proposals No. 2018-06 - Master Agreement for Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities to provide services on an on-call or as -needed basis, through individually priced Task Orders for the maintenance, repair, alteration, renovation, remediation or construction of facilities; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I — FACILITIES MULTIPLE AWARD CONTRACT PROGRAM 1.1 The City has awarded, or will award one or more FMAC Master Agreements. 1.2 This Agreement consists of the following documents, which specify the terms and conditions that the parties agree to comply with throughout the term of the Agreement: 1.2.1 RFP No. 2018-06 and Addenda 1.2.2 Contractor's Proposal, including all attachments and exhibits, submitted in response to RFP No. 2018-06 (Exhibit A). 1.2.3 This FMAC Master Agreement, including all attachments and exhibits. 1.2.4 Specifications, forms and documents listed in SECTION 00 01 00 TABLE OF CONTENTS (Exhibit B). 1.3 The parties agree to comply with the Agreement and any additional terms and conditions specified in the FMAC Task Orders issued hereunder. 1.4 This Agreement is a competitively awarded master agreement with an undefined Scope of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as -needed basis, through individually priced FMAC Task Orders. Page 1 Rev. 10/18 1.5 This Agreement and any Task Order applies only to an improved or unimproved facility that is a building, or a structure or land tied to a building. Task Orders will require a variety of minor construction, repair, rehabilitation or alteration services, including but not limited to services for three areas: general, mechanical/electrical/plumbing (MEP) and roofing. 1.5.1 Minor construction may include a range of services from new office construction (as well as demolition) to completing a new floor plan, etc. 1.5.2 Repair is defined as work that involves the reestablishment of a broken system, component or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock and/or air conditioning systems, etc. 1.5.3 Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system to restore functionality. 1.5.4 Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 1.6 Contractor must provide all labor, services, equipment, materials, tools, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals and quality control necessary to complete all services agreed to in a timely manner as required by the Contract Documents throughout the term of the Agreement. 1.7 Contractor's Project General Manager shall be knowledgeable in multiple disciplines, including electrical, mechanical, HVAC, paving, landscaping, painting, roofing, and plumbing. 1.8 Contractor's goal on any project is to perform at least 30% of the Work, measured as a percentage of the Contract Price, using its own employees. 1.9 Contractor may be required to submit a Safety Plan to the City within 15 calendar days after Award of Agreement. The Safety Plan must address all aspects of the Contractor's safety procedures, including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. ARTICLE II — PERIOD OF SERVICE AND COMPENSATION 2.1 The base term of this Agreement is for two years with the option to administratively renew annually for not more than three additional years. For a maximum of five total years. 2.2 The maximum aggregate price for work during any one year of this Agreement's term is $2,500,000.00. 2.3 City shall pay Contractor in current funds for performance of each Task Order in accordance with both this Agreement and the Task Order as the work progresses. Page 2 Rev. 10/18 2.4 This Agreement provides for no guaranteed minimum amount of Task Orders, no amount of work, and no dollar amount. 2.5 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE III - FMAC TASK ORDER 3.1 The Facilities Multiple Award Contract Task Order will be for a defined Scope of Work to be performed within a set period. 3.2 Except for emergencies, each Task Order will be competitively procured by requesting sealed proposals from each FMAC Contractor. 3.2.1 The Request for Task Order Proposal (RFTOP) will specify the date and time that sealed proposals will be publicly opened. 3.2.2 The RFTOP will include evaluation criteria, including but not limited to: price, past performance, experience with similar sites, knowledge and capability of personnel, capacity, safety, and other factors that directly impact the quality of work to be delivered. 3.2.3 The City shall have the right to reject all proposals, cancel a proposed project, or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the Contractor for the preparation and submission of a Task Order Proposal regardless of project outcome. 3.2.4 Contractor must submit a preliminary schedule with each proposal. 3.2.5 The mobilization for each Task Order Proposal shall not exceed 5%. If mobilization bid item exceeds 5%, Contractor agrees that City will recalculate the mobilization extended amounts using the standard 5% mobilization cost. 3.2.6 Contractor must submit subcontractor pricing with each Task Order Proposal. 3.3 Contractor is required to submit a Task Order Proposal to at least 80% of the RFTOP. A contractor that fails to participate and does not submit a Task Order Proposal to at least 80% of the City's requests may not be considered for contract renewals or continuation in the program. 3.4 Each FMAC Task Order Agreement will incorporate by reference this Agreement including Section 00 72 00 General Conditions. Contractor must comply with the terms and conditions of this Agreement throughout the term of the Agreement and during the performance of each Task Order. 3.5 Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and efficient manner for the prices and conditions set out in the Page 3 Rev. 10/18 Task Order Proposal, and as provided under this Agreement, and the Task Order Agreement. 3.6 Contractor must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing with a Notice to Proceed (NTP). 3.7 Contractor shall provide performance and payment bonds if required by law based on the amount of the Task Order, or if otherwise required by the City. At a minimum, the Contractor will be required to provide a payment bond on all Task Orders that exceed $50,000, and a performance bond on all Task Orders that exceed $100,000. Performance and payment bonds are further described in Exhibit B. Texas Government Code 2253.021 3.8 Contractor agrees to return the signed Task Order Agreement with required insurance and bonds to the City within 10 days of being awarded a Task Order. If the signed Task Order Agreement is not returned within 10 days, the City may cancel the award. 3.9 If design services, construction drawings and/or plans are required, the City shall obtain these services from city resources, or from a third -party consultant. The Contractor will not be permitted to contract with or hire consultants. 3.10 Performance periods will be agreed upon with each Task Order, and liquidated damages may be assessed for late completion of Task Orders in accordance with the Agreement. 3.11 Contractor shall warrant that work performed conforms to the Task Order requirements and is free of any defect in equipment, material or design furnished or workmanship performed by the Contractor or any of its subcontractors or suppliers at any tier. 3.12 All work provided by the Contractor shall be warranted for a minimum period of one year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Scope of Work. ARTICLE IV — SCHEDULING OF WORK 4.1 The first day of performance shall be the effective date specified in the Task Order Agreement. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Notice to Proceed shall be at the Contractor's risk and expense. 4.2 Contractor shall submit a preliminary Critical Path Method (CPM) schedule with the Task Order Proposal. Contractor shall provide the City with an updated CPM schedule that includes all items of work at the kick-off/preconstruction meeting. Contractor must submit an updated CPM schedule with each payment application. 4.3 The Contractor shall execute the Work to completion within the time set forth in the Task Order. The performance period shall include allowance for mobilization, holidays, weekends, inclement weather, cleanup and project acceptance procedures. Page 4 Rev. 10/18 4.4 When the Contractor considers the Work to be complete, and ready for its intended use, Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The Contractor shall promptly proceed to complete or correct listed items. 4.5 Contractor shall ensure that the purchase, delivery, and storage of materials and equipment shall be made without interference to the City operations and personnel. 4.6 Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. If said items cannot be replaced within its original location, the City shall designate alternate location(s) for placement. 4.7 Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private or public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. 4.8 Contractor shall be responsible for providing all necessary traffic control, to include but not limited to, street blockages, traffic cones, flagmen, etc. as required for each Task Order. Proposed traffic control methods must be submitted to the City for approval prior to commencement of work. 4.9 Contractor shall be responsible for obtaining payments and all required permits applicable to performance under any single Task Order placed against this contract. For contractor to be reimbursed, a line item will be included in the pay estimate form for all required City permits. ARTICLE V — INDEMNIFICATION 5.1 Contractor agrees to indemnify the City in accordance with Article 7 of Section 00 72 00 General Conditions, attached as Exhibit B. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Texas law requires that contractors, subcontractors and others must be covered under Workers' Compensation insurance, authorized self-insurance, or a workers' compensation coverage agreement. Throughout the terms of this Agreement, and any renewals thereto, such coverage must be provided. Contractor shall comply with the Insurance Requirements for Workers' Compensation Coverage as described and shown in Section 00 72 00 General Conditions, attached as Exhibit B. 6.2 Contractor shall comply with the Insurance Requirements for each Task Order as described in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. Page 5 Rev. 10/18 ARTICLE VII — WAGE RATE REQUIREMENTS 7.1 Contractor, and any subcontractors, are required to pay Davis -Bacon wage rates as described in Section 00 72 00 General Conditions, attached as Exhibit B. 7.2 The prevailing wage rates for each Task Order will be specified in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to the Contractor at the address of record. 8.2 In this event, the Contractor will be compensated for its services on all work completed and accepted by the City at the time of termination. ARTICLE IX — OTHER PROVISIONS 9.1 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Contractor, 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 Contractor. 9.2 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 9.3 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm The form must then be printed, signed, and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html 9.4 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secreta ry/conflict-disclosure/index 9.5 Boycott Israel. As required by Chapter 2270, Government Code, Contractor hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Page 6 Rev. 10/18 9.6 Captions. The captions, titles, and headings in this Agreement are merely for convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. CITY OF CORPUS CHRISTI DAVII,A CONIiy,�TION�N � o %',/ % /7 Jeff H. Edmonds, P. E. Date ony vita, Dat Director of Engineering Services P i ent/Owner 710 Buffalo Street, Suite 507 Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (956) 391-6268 tony@davilaconstruction.com guillermo@davilaconstruction.com Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 7 Rev. 10/18 EXHIBIT A - PROPOSAL FMAC Master Agreement Exhibit A EXHIBIT B — TABLE OF CONTENTS AND GENERAL CONDITIONS Division / Section Title FMAC Master Agreement 00 72 00 General Conditions Division 00 Procurement and Contracting Requirements 00 30 01 Bid Form - FMAC Task Order 00 52 25 Task Order Agreement 00 61 13 Performance Bond 00 61 16 Payment Bond 00 73 00 Supplementary Conditions Division 01 General Requirements — FMAC TASK ORDER 01 11 00 Summary of Work 01 23 10 Alternates and Allowances 01 29 01 Measurement and Basis for Payment 01 33 01 Submittal Register 01 35 00 Special Procedures 01 50 00 Temporary Facilities and Controls 01 57 00 Temporary Controls Part S Standard Specifications — FMAC TASK ORDER SECTION # *SECTION TITLE* Part T Technical Specifications — FMAC TASK ORDER SECTION# -T *SECTION TITLE* END OF SECTION FMAC Master Agreement Exhibit B 00 72 00 GENERAL CONDITIONS Table of Contents Page Article 1— Definitions and Terminology 17 1.01 Defined Terms 17 1.02 Terminology 21 Article 2 - Preliminary Matters 22 2.01 Delivery of Bonds and Evidence of Insurance 22 2.02 Copies of Documents 23 2.03 Before Starting Construction 23 2.04 Preconstruction Conference; Designation of Authorized Representatives 23 Article 3 - Contract Documents: Intent, Requirements, Reuse 23 3.01 Intent 23 3.02 Reference Standards 24 3.03 Reporting and Resolving Discrepancies 25 3.04 Interpretation of the Contract Documents 25 3.05 Reuse of Documents 26 Article 4 - Commencement and Progress of the Work 26 4.01 Commencement of Contract Times; Notice to Proceed 26 4.02 Starting the Work 26 4.03 Progress Schedule 26 4.04 Delays in Contractor's Progress 26 Article 5 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 28 5.01 Availability of Lands 28 5.02 Use of Site and Other Areas 28 5.03 Subsurface and Physical Conditions 28 5.04 Differing Subsurface or Physical Conditions 29 5.05 Underground Facilities 30 5.06 Hazardous Environmental Conditions at Site 31 Article 6 - Bonds and Insurance 33 6.01 Performance, Payment, and Other Bonds 33 6.02 Licensed Sureties 33 6.03 Required Minimum Insurance Coverage 33 6.04 General Insurance Provisions 34 6.05 Contractor's Insurance 34 6.06 Property Insurance 37 FMAC Master Agreement Exhibit B 6.07 Waiver of Rights 38 6.08 Owner's Insurance for Project 38 6.09 Acceptable Evidence of Insurance 38 6.10 Certificate of Insurance 39 6.11 Insurance Policies 39 6.12 Continuing Evidence of Coverage 39 6.13 Notices Regarding Insurance 39 6.14 Texas Workers' Compensation Insurance Required Notice 39 Article 7 - Contractor's Responsibilities 41 7.01 Supervision and Superintendence 41 7.02 Labor; Working Hours 41 7.03 Services, Materials, and Equipment 42 7.04 Concerning Subcontractors, Suppliers, and Others 42 7.05 Patent Fees and Royalties 43 7.06 Permits 44 7.07 Taxes 44 7.08 Laws and Regulations 44 7.09 Safety and Protection 45 7.10 Safety Representative 45 7.11 Hazard Communication Programs 46 7.12 Emergencies 46 7.13 Contractor's General Warranty and Guarantee 46 7.14 Indemnification 46 7.15 Delegation of Professional Design Services 48 Article 8 - Other Work at the Site 49 8.01 Other Work 49 8.02 Coordination 49 8.03 Legal Relationships 49 Article 9 - Owner's and OPT's Responsibilities 50 9.01 Communications to Contractor 50 9.02 Replacement of Owner's Project Team Members 50 9.03 Furnish Data 50 9.04 Pay When Due 50 9.05 Lands and Easements; Reports and Tests 50 9.06 Insurance 50 9.07 Modifications 50 9.08 Inspections, Tests, and Approvals 50 9.09 Limitations on OPT's Responsibilities 51 9.10 Undisclosed Hazardous Environmental Condition 51 FMAC Master Agreement Exhibit B 9.11 Compliance with Safety Program 51 Article 10 — OAR's and Designer's Status During Construction 51 10.01 Owner's Representative 51 10.02 Visits to Site 51 10.03 Resident Project Representatives 51 10.04 Rejecting Defective Work 51 10.05 Shop Drawings, Modifications and Payments 51 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work 52 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 52 Article 11— Amending the Contract Documents; Changes in the Work 52 11.01 Amending and Supplementing the Contract Documents 52 11.02 Owner -Authorized Changes in the Work 53 11.03 Unauthorized Changes in the Work 53 11.04 Change of Contract Price 53 11.05 Change of Contract Times 54 11.06 Change Proposals 54 11.07 Execution of Change Orders 55 11.08 Notice to Surety 56 Article 12 — Change Management 56 12.01 Requests for Change Proposal 56 12.02 Change Proposals 56 12.03 Designer Will Evaluate Request for Modification 57 12.04 Equal Non Specified Products 57 12.05 Substitutions 58 Article 13 — Claims 58 13.01 Claims 58 13.02 Claims Process 59 Article 14 — Prevailing Wage Rate Requirements 60 14.01 Payment of Prevailing Wage Rates 60 14.02 Records 60 14.03 Liability; Penalty; Criminal Offense 61 14.04 Prevailing Wage Rates 61 Article 15 — Cost of the Work; Allowances; Unit Price Work 61 15.01 Cost of the Work 61 15.02 Allowances 63 15.03 Unit Price Work 64 FMAC Master Agreement Exhibit B 15.04 Contingencies 64 Article 16-Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 65 16.01 Access to Work 65 16.02 Tests, Inspections, and Approvals 65 16.03 Defective Work 66 16.04 Acceptance of Defective Work 66 16.05 Uncovering Work 66 16.06 Owner May Stop the Work 67 16.07 Owner May Correct Defective Work 67 Article 17 - Payments to Contractor; Set-Offs; Completion; Correction Period 68 17.01 Progress Payments 68 17.02 Application for Payment 69 17.03 Schedule of Values 71 17.04 Schedule of Anticipated Payments and Earned Value 72 17.05 Basis for Payments 72 17.06 Payment for Stored Materials and Equipment 73 17.07 Alternates and Allowances 73 17.08 Retainage and Set-Offs 74 17.09 Procedures for Submitting an Application for Payment 74 17.10 Responsibility of Owner's Authorized Representative 75 17.11 Contractor's Warranty of Title 76 17.12 Substantial Completion 76 17.13 Partial Utilization 76 17.14 Final Inspection 76 17.15 Final Application for Payment 76 17.16 Final Payment 77 17.17 Waiver of Claims 77 17.18 Correction Period 77 Article 18 - Suspension of Work and Termination 78 18.01 Owner May Suspend Work 78 18.02 Owner May Terminate for Cause 78 18.03 Owner May Terminate For Convenience 79 Article 19 - Project Management 80 19.01 Work Included 80 19.02 Quality Assurance 80 19.03 Document Submittal 80 19.04 Permits 80 19.05 Safety Requirements 80 FMAC Master Agreement Exhibit B 19.06 Access to the Site 81 19.07 Contractor's Use of Site 81 19.08 Protection of Existing Structures and Utilities 82 19.09 Pre -Construction Exploratory Excavations 82 19.10 Disruption of Services/Continued Operations 83 19.11 Field Measurements 83 19.12 Reference Data and Control Points 83 19.13 Delivery and Storage 83 19.14 Cleaning During Construction 84 19.15 Maintenance of Roads, Driveways, and Access 85 19.16 Area Access and Traffic Control 85 19.17 Overhead Electrical Wires 85 19.18 Blasting 86 19.19 Archeological Requirements 86 19.20 Endangered Species Resources 86 19.21 Cooperation with Public Agencies 86 Article 20 - Project Coordination 87 20.01 Work Included 87 20.02 Document Submittal 87 20.03 Communication During Project 87 20.04 Project Meetings 87 20.05 Requests for Information 89 20.06 Decision and Action Item Log 89 20.07 Notification By Contractor 90 20.08 Record Documents 90 Article 21- Quality Management 92 21.01 Contractor's Responsibilities 92 21.02 Quality Management Activities by OPT 93 21.03 Contractor's Use of OPT's Test Reports 93 21.04 Documentation 94 21.05 Standards 94 21.06 Delivery and Storage 94 21.07 Verification Testing for Corrected Defects 95 21.08 Test Reports 95 21.09 Defective Work 95 21.10 Limitation of Authority of Testing Laboratory 96 21.11 Quality Control Plan 96 21.12 Implement Contractor's Quality Control Plan 97 Article 22 - Final Resolution of Disputes 98 FMAC Master Agreement Exhibit B 22.01 Methods and Procedures 98 Article 23 - Minority/MBE/DBE Participation Policy 98 23.01 Policy 98 23.02 Definitions 99 23.03 Goals 100 23.04 Compliance 100 Article 24 - Document Management 100 24.01 Work Included 100 24.02 Quality Assurance 100 24.03 Contractor's Responsibilities 100 24.04 Document Submittal 101 24.05 Document Numbering 101 24.06 Document Requirements 102 Article 25 - Shop Drawings 103 25.01 Work Included 103 25.02 Quality Assurance 103 25.03 Contractor's Responsibilities 103 25.04 Shop Drawing Requirements 104 25.05 Special Certifications and Reports 105 25.06 Warranties and Guarantees 105 25.07 Shop Drawing Submittal Procedures 105 25.08 Sample and Mockup Submittal Procedures 107 25.09 Requests for Deviation 108 25.10 Designer Responsibilities 108 25.11 Resubmission Requirements 110 Article 26 - Record Data 110 26.01 Work Included 110 26.02 Quality Assurance 111 26.03 Contractor's Responsibilities 111 26.04 Record Data Requirements 112 26.05 Special Certifications and Reports 112 26.06 Warranties and Guarantees 112 26.07 Record Data Submittal Procedures 112 26.08 Designer's Responsibilities 113 Article 27 - Construction Progress Schedule 114 27.01 Requirements 114 27.02 Document Submittal 114 27.03 Schedule Requirements 115 FMAC Master Agreement Exhibit B 27.04 Schedule Revisions 116 27.05 Float Time 116 Article 28 - Video and Photographic documentation 117 28.01 Work Included 117 28.02 Quality Assurance 117 28.03 Document Submittal 117 28.04 Photgraphs 117 28.05 Video Recording 118 Article 29 - Execution and Closeout 118 29.01 Substantial Completion 118 29.02 Final Inspections 119 29.03 Reinspection Fees 119 29.04 Closeout Documents Submittal 119 29.05 Transfer of Utilities 119 29.06 Warranties, Bonds, and Service Agreements 119 Article 30 - Miscellaneous 120 30.01 Computation of Times 120 30.02 Owner's Right to Audit Contractor's Records 120 30.03 Independent Contractor 121 30.04 Cumulative Remedies 121 30.05 Limitation of Damages 121 30.06 No Waiver 122 30.07 Severability 122 30.08 Survival of Obligations 122 30.09 No Third Party Beneficiaries 122 30.10 Assignment of Contract 122 30.11 No Waiver of Sovereign Immunity 122 30.12 Controlling Law 122 30.13 Conditions Precedent to Right to Sue 122 30.14 Waiver of Trial by Jury 122 30.15 Attorney Fees 122 30.16 Compliance with Laws 123 30.17 Enforcement 123 30.18 Subject to Appropriation 123 30.19 Contract Sum 123 30.20 Contractor's Guarantee as Additional Remedy 123 30.21 Notices. 123 FMAC Master Agreement Exhibit B ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. FMAC Master Agreement Exhibit B 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; FMAC Master Agreement Exhibit B b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. FMAC Master Agreement Exhibit B 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. FMAC Master Agreement Exhibit B 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. FMAC Master Agreement Exhibit B 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. FMAC Master Agreement Exhibit B B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement (either electronic or printed) and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule, which must be a Critical Path Method (CPM) Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and FMAC Master Agreement Exhibit B d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. 5. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the FMAC Master Agreement Exhibit B Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. S. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. FMAC Master Agreement Exhibit B B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner so directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. No Damages for Delay: Contractor shall receive no compensation for delays or hindrances to the Work, except in the case of direct interference with means and methods by the OPT. In no event shall the Contractor be entitled to any compensation or recovery of any special damages in connection with any delays, including without limitation: consequential damages, lost opportunity costs, impact damages, or other similar damages. Owner's exercise of any of its rights or remedies under the Contract Documents (including without limitation ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of Owner's exercise of such rights or remedies, shall not be construed FMAC Master Agreement Exhibit B as active interference in the Contractor's performance of the Work. An extension of Contract Time, to the extent permitted, shall be the sole remedy of the Contractor for any acknowledged delays. Contractor agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; 3. Acts of war or terrorism; and 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article 5: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and 3. Hazardous Environmental Conditions. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. Claims for adjustment to the Contract Price or Contract Times that do not comply with Article 13 are waived. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. FMAC Master Agreement Exhibit B ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. FMAC Master Agreement Exhibit B C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. FMAC Master Agreement Exhibit B Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; FMAC Master Agreement Exhibit B 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. FMAC Master Agreement Exhibit B C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor is entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. FMAC Master Agreement Exhibit B ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. 6.03 Required Minimum Insurance Coverage A. Obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. Deliver evidence of insurance in accordance with the Supplementary Conditions to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. FMAC Master Agreement Exhibit B 6.04 General Insurance Provisions A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with this Article 6 and the Supplementary Conditions. B. Provide endorsements to the policies as outlined in this Article. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of endorsements and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 6.05 Contractor's Insurance A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. FMAC Master Agreement Exhibit B 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. The expected coverage is that which would be included in a commercially available ISO Commercial General Liability policy and should provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; and 4. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Article and the Supplementary Conditions. Insurance is to remain in effect for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. If required by the Supplementary Conditions, provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; e) Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work while in transit or in storage. FMAC Master Agreement Exhibit B 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14, and all other contractual indemnity obligations of Contractor in the Contract Documents. Industry standard ISO Contractual Liability coverage will meet this obligation. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. E. For Projects with a Contract Value that exceeds $5,000,000, purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for Owners Indemnitees as defined in Article 1; and 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long- term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Article must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Article or the Supplementary Conditions or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. FMAC Master Agreement Exhibit B 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. J. The coverage requirements for specific policies of insurance must be met directly by those policies and may not rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 6.06 Property Insurance A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Article and the Supplementary Conditions or those required by Laws and Regulations and must comply with the requirements of Paragraph 6.09. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. FMAC Master Agreement Exhibit B D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 17.13. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Article and the Supplementary Conditions. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. 6.07 Waiver of Rights A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in the Supplementary Conditions. B. All policies purchased in accordance with this Article are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contain provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 6.08 Owner's Insurance for Project A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. 6.09 Acceptable Evidence of Insurance A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. FMAC Master Agreement Exhibit B 6.10 Certificate of Insurance A. Submit Certificates of Insurance meeting the following requirements: 1. Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 6.11 Insurance Policies A. If requested by the Owner, provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles. B. Contractor may block out (redact) any proprietary information or confidential premium pricing information contained in any policy or endorsement furnished under this Contract. 6.12 Continuing Evidence of Coverage A. Provide updated, revised, or new evidence of insurance in accordance this Article and the Supplementary Conditions prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. 6.13 Notices Regarding Insurance A. Notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. 6.14 Texas Workers' Compensation Insurance Required Notice A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, FMAC Master Agreement Exhibit B regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; FMAC Master Agreement Exhibit B 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by this section, with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. Regular working hours are between 7:00 a.m. and 6:00 p.m. unless other times are specifically authorized in writing by OAR. FMAC Master Agreement Exhibit B C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 17.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Documents. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. Under no circumstances shall any Subcontractor debarred under Chapter 41 of The Code of Ordinances, City of Corpus Christi, be deemed acceptable to Owner. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. FMAC Master Agreement Exhibit B E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the FMAC Master Agreement Exhibit B payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. This Project is not exempt from City permits and fees unless expressly stated otherwise. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. FMAC Master Agreement Exhibit B D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes. 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. FMAC Master Agreement Exhibit B 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR to pay or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 INDEMNIFICATION A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK AND/OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONTRACT, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY FMAC Master Agreement Exhibit B INJURY, DEATH OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE SOLE NEGLIGENCE OF AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES SOLE NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM. D. The indemnification obligations of this Paragraph 7.14 are not limited by the amount or type of damages, compensation or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. The indemnification obligations of this Paragraph 7.14 shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by Contractor. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and FMAC Master Agreement Exhibit B 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. FMAC Master Agreement Exhibit B ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. Utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor FMAC Master Agreement Exhibit B or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Article 17. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. FMAC Master Agreement Exhibit B 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. FMAC Master Agreement Exhibit B B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval FMAC Master Agreement Exhibit B must be made by a Change Order. A Change Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. If negotiations under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05 are unsuccessful, Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive.. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification. 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 16.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. 11.04 Change of Contract Price A. The Contract Price for authorized Work can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 13. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 15.03, where the Work involved is covered by unit prices in the Contract Documents; FMAC Master Agreement Exhibit B 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 15.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents and the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute, whichever is greater. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 15.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 15.01.C.4, and 15.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. 11.05 Change of Contract Times A. The Contract Times for authorized Work can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 13. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. FMAC Master Agreement Exhibit B B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 13. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, b. Required because Defective Work was accepted under Paragraph 16.04 or Owner's correction of Defective Work under Paragraph 16.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 13. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the FMAC Master Agreement Exhibit B Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. If the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, the Change Order is deemed to be in full force as if executed by Contractor. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for assification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and FMAC Master Agreement Exhibit B 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. 12.04 Equal Non Specified Products A. The products of the listed Suppliers are to be furnished where Specifications list several manufacturers but do not specifically list "or equal" or "or approved equal" products. Use of any products other than those specifically listed is a substitution. Follow the procedures in Paragraph 12.05 for a substitution. B. Contractor may submit other manufacturers' products that are in full compliance with the Specification where Specifications list one or more manufacturers followed by the phase "or equal" or "or approved equal. 1. Submit a Shop Drawing as required by Article 25 to document that the proposed product is equal or superior to the specified product. 2. Prove that the product is equal. It is not the OPT's responsibility to prove the product is not equal. a. Indicate on a point by point basis for each specified feature that the product is equal to the Contract Document requirements. b. Make a direct comparison with the specified manufacturer's published data sheets and available information. Provide this printed material with the Shop Drawing. c. The decision of the Designer regarding the acceptability of the proposed product is final. FMAC Master Agreement Exhibit B ,, 3. Provide a typewritten certification that, in furnishing the proposed product as an equal, the Contractor: a. Has thoroughly examined the proposed product and has determined that it is equal or superior in all respects to the product specified. b. Has determined that the product will perform in the same manner and result in the same process as the specified product. c. Will provide the same warranties and/or bonds as for the product specified. d. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the product into the construction and will waive all claims for additional Work which may be necessary to incorporate the product into the Project which may subsequently become apparent. e. Will maintain the same time schedule as for the specified product. 4. A Change Proposal is not required for any product that is in full compliance with the Contract Documents. If the product is not in full compliance, it may be offered as a Substitution. 12.05 Substitutions A. Substitutions are defined as any product that the Contractor proposes to provide for the Project in lieu of the specified product. Submit a Change Proposal per Paragraph 12.02 along with a Shop Drawing as required by Article 25 to request approval of a substitution. B. Prove that the product is acceptable as a substitute. It is not the Designer's responsibility to prove the product is not acceptable as a substitute. 1. Indicate on a point by point basis for each specified feature that the product is acceptable to meet the intent of the Contract Documents requirements. 2. Make a direct comparison with the specified Suppliers published data sheets and available information. Provide this printed material with the documents submitted. 3. The decision of the Designer regarding the acceptability of the proposed substitute product is final. C. Provide a written certification that, in making the substitution request, the Contractor: 1. Has determined that the substituted product will perform in substantially the same manner and result in the same ability to meet the specified performance as the specified product. 2. Will provide the same warranties and/or bonds for the substituted product as specified or as would be provided by the manufacturer of the specified product. 3. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the substituted product into the Project and will waive all claims for additional Work which may be necessary to incorporate the substituted product into the Project which may subsequently become apparent. 4. Will maintain the same time schedule as for the specified product. D. Pay for review of substitutions in accordance with Article 25. ARTICLE 13 — CLAIMS 13.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. Seeking an adjustment of Contract Price or Contract Times; FMAC Master Agreement Exhibit B 2. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; 3. Contesting OPT's decision regarding a Change Proposal; 4. Seeking resolution of a contractual issue that OAR has declined to address; or 5. Seeking other relief with respect to the terms of the Contract. 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and FMAC Master Agreement Exhibit B Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. Venue for any mediation or lawsuit filed under this Agreement shall be in Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement in any court having jurisdiction thereof. 4. Nothing in this Agreement shall be construed as consent to a lawsuit. No provision of the Agreement shall waive any immunity or defense. L. Contractor may appeal a Claim that is denied in whole or in part by filing such appeal with Owner within 30 days following the denial. Owner will have 60 days to review the appeal and respond to Contractor. If Owner does not respond within 60 days after receipt of the appeal, the appeal shall be deemed denied. M. Notify the OAR if efforts to resolve the Claim are not successful, and the Claim is denied. N. If the entity receiving a Claim approves the Claim in whole or in part or denies it in whole or in part or if Owner denies an appealed Claim, this action is final and binding unless the other entity invokes the procedure described in Article 22 for final resolution of disputes within 30 days after this action. O. If the Owner and Contractor reach a mutual agreement regarding a Claim, the results of the agreement or action on the Claim will be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times. P. Both parties shall continue to perform all obligations under the Agreement during the pendency of any dispute or disagreement relating to this Agreement, unless performance would be impracticable or impossible under the circumstances. ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS 14.01 Payment of Prevailing Wage Rates A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. B. Contractor and its Subcontractors are required to pay Davis -Bacon Wage Rates. C. Contractor and its Subcontractors are required to pay laborers and mechanics an overtime rate of not less than one and one-half times the basic rate for all hours worked in excess of forty hours in a given workweek. 14.02 Records A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and FMAC Master Agreement Exhibit B 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 14.03 Liability; Penalty; Criminal Offense A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. B. Tex. Gov't Code §2258.023(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed on each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. 14.04 Prevailing Wage Rates A. Use the Prevailing Wage Rates specified in the Supplementary Conditions. ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 15.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 15.01, except those excluded in Paragraph 15.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 15.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost- plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the FMAC Master Agreement Exhibit B Work is being used under provisions of Paragraph 15.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 15.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; FMAC Master Agreement Exhibit B e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 15.01.C.1 or specifically covered by Paragraph 15.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 15.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 15.01. 15.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. FMAC Master Agreement Exhibit B B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 15.02.6.1 and 15.02.6.2 above are included in the Contract Price. C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 15.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 15.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 15.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 15.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. FMAC Master Agreement Exhibit B B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 15.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 16.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 16.02 Tests, Inspections and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; FMAC Master Agreement Exhibit B 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 16.03 Defective Work A. It is Contractor's obligation to ensure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 16.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 17 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 17 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. 16.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. FMAC Master Agreement Exhibit B B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 16.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 16.07 Owner May Correct Defective Work A. Owner may remedy deficiencies in the Work after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 16.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 16.07 are to be charged against Contractor as a set-off against payments due under Article 17. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. FMAC Master Agreement Exhibit B E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 16.07. ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 17.01 Progress Payments A. Progress payment requests are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in this Article 17. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 17.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 15.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 15.01, 15.02 and 15.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 16.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; j. Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; g. FMAC Master Agreement Exhibit B I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; P. q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 17.02 Application for Payment A. Submit Applications for Payment for completed Work and for materials and equipment in accordance with the Supplementary Conditions, the Agreement, and this Article 17. The Contract Price is to include costs for: 1. Providing the Work in accordance with the Contract Documents; 2. Installing Owner furnished equipment and materials; 3. Providing Work for Alternates and Allowances; 4. Commissioning, start-up, training and initial maintenance and operation; S. Acceptance testing in manufacturer's facilities or on Site; 6. All home office overhead costs and expenses, including profit made directly or indirectly for the Project; FMAC Master Agreement Exhibit B 7. Project management, Contract administration, field office, and field operations staff, including supervision, clerical support, and technology system support; 8. Professional services including design fees, legal fees, and other professional services; 9. Bonds and insurance; 10. Permits, licenses, patent fees, and royalties; 11. Taxes; 12. Providing all documents and Samples required by the Contract Documents; 13. Facilities and equipment at the Site including: a. Field offices, office furnishings, and all related office supplies, software, and equipment, b. Storage facilities for Contractor's use, storage facilities for stored materials and equipment, including spare parts storage, c. Shops, physical plant, construction equipment, small tools, vehicles, technology and telecommunications equipment, d. Safety equipment and facilities to provide safe access and working conditions for workers and for others working at the Site, e. Temporary facilities for power and communications, f. Potable water and sanitation facilities, and g. Mobilization and demobilization for all of these facilities and equipment; 14. Products, materials, and equipment stored at the Site or other suitable location; 15. Products, materials, and equipment permanently incorporated into the Project; 16. Temporary facilities for managing water, including facilities for pumping, storage, and treatment as required for construction and protection of the environment; 17. Temporary facilities for managing environment conditions and Constituents of Concern; 18. Temporary facilities such as sheeting, shoring, bracing, formwork, embankments, storage facilities, working areas, and other facilities required for construction of the Project; 19. Temporary and permanent facilities for protection of all overhead, surface, or underground structures or features; 20. Temporary and permanent facilities for removal, relocation, or replacement of any overhead, surface, or underground structures or features; 21. Products, materials, and equipment consumed during the construction of the Project; 22. Contractor labor and supervision to complete the Project, including that provided through Subcontractors or Suppliers; 23. Correcting Defective Work during the Contract Times, during the Correction Period, or as required to meet any warranty provision of the Contract Documents; 24. Risk associated with weather and environmental conditions, start-up, and initial operation of facilities including equipment, processes, and systems; 25. Contractor's safety programs, including management, administration, and training; FMAC Master Agreement Exhibit B 26. Maintenance of facilities, including equipment, processes, and systems until operation is transferred to Owner; 27. Providing warranties, extended or special warranties, or extended service agreements; 28. Cleanup and disposal of any and all surplus materials; and 29. Demobilization of all physical, temporary facilities not incorporated into the Project. B. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price. C. Provide written approval of the surety company providing Bonds for the Schedule of Values, Application for Payment form, and method of payment prior to submitting the first Application for Payment. Submit approval using the Consent of Surety Company to Payment Procedures form provided. Payment will not be made without this approval. D. OAR may withhold processing Applications for Payment if any of the following processes or documentation are not up to date: 1. Progress Schedule per Article 27. 2. Project photographs per Article 28. 3. Record Documents per Article 20. 4. Documentation required to comply with Owner's Minority / MBE / DBE Participation Policy. 5. Certified payroll documentation required by the Contract Documents. 6. Documentation required to substantiate any approved Project deviation, including overruns of Designer's estimated quantity. 7. Documentation required by funding agency per Section 00 74 00. 17.03 Schedule of Values A. Submit a detailed Schedule of Values for the Work at least 10 days prior to submitting the first Application for Payment. B. Submit the Schedule of Values in the form provided in Attachment A to the Application for Payment - Tabulation of Earned Value of Original Contract Performed. C. Do not submit an Application for Payment until the Schedule of Values has been approved by the OAR. D. If unit prices are included in the Agreement, use each unit price line item in the Agreement as a unit price line item in the Schedule of Values. E. Divide lump sum line items, including Subcontractor and Supplier amounts in the Schedule of Values into smaller components to allow more accurate determination of the earned value for each item. 1. Provide adequate detail to allow a more accurate determination of the earned value expressed as a percentage of Work completed for each item. 2. Line items may not exceed $50,000.00, unless they are for products, materials, or equipment permanently incorporated into the Project that cannot be subdivided into units or subassemblies. 3. Lump sum items may be divided into an estimated number of units to determine earned value. a. The estimated number of units times the cost per unit must equal the lump sum amount for that line item. FMAC Master Agreement Exhibit B b. Contractor will receive payment for the lump sum for the line item, regardless of the number of units installed, unless an adjustment is made by Change Order. 4. Include Contractor's overhead and profit in each line item in proportion to the value of the line item to the Contract Price. 5. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price for each item. 6. These line items may be used to establish the value of Work to be added or deleted from the Project. 7. The sum of all values listed in the schedule must equal the total Contract Price. F. Subdivide each line item in the Schedule of Values into two payment components. The first component is the direct cost for products, materials, and equipment permanently incorporated into the Project. The second component is all other cost associated with the item in the Agreement. The sum of the two components must equal the value of the line item in the Schedule of Values. G. Where a percentage of the line value is allowed for a specified stage of completion, show the value for each stage of completion as a component of that line item cost. 17.04 Schedule of Anticipated Payments and Earned Value A. Submit a schedule of the anticipated Application for Payments showing the application numbers, submission dates, and the anticipated amount to be requested. Incorporate retainage into the development of this schedule of anticipated payments. B. Submit a tabulation of the anticipated Total Earned Value of Fees, Work, and Materials to create a graphic (curve) representation of the anticipated progress on the Project each month. Adjust this table and curve to incorporate Modifications. Use this curve to compare actual progress on the Project each month by comparing the anticipated cumulative Total Earned Value of Fees, Work, and Materials to the actual Total Earned Value of Fees, Work, and Materials each month. Use the comparison of values to determine performance on budget and schedule. C. Update the Schedule of Payments as necessary to provide a reasonably accurate indication of the funds required to make payments each month to the Contractor for Work performed. 17.05 Basis for Payments A. Lump Sum Contracts: 1. Payment will be made for the earned value of Work completed during the payment period expressed as a percentage of Work completed for each line item during the payment period per the Contract Documents. 2. Payment amount is the value of Work completed per the Contract Documents multiplied by the percentage of Work completed. 3. Payment for lump sum items divided into an estimated number of units to determine earned value per Paragraph 17.03.E.3 will be made for the measured number of units. 4. Payment for stored materials and equipment will be made per Paragraph 17.06. B. Unit Price Contracts: 1. Payment will be made for the actual quantity of Work completed during the payment period and for materials and equipment stored during the payment period per the Contract Documents. FMAC Master Agreement Exhibit B a. Payment amount is the Work quantity measured per the Contract Documents multiplied by the unit prices for that line item in the Agreement. b. Payment for stored materials and equipment will be made per Paragraph 17.06. 2. Measure the Work described in the Agreement for payment. Payment will be made only for the actual measured and/or computed length, area, solid contents, number, and weight, unless other provisions are made in the Contract Documents. Payment on a unit price basis will not be made for Work outside finished dimensions shown in the Contract Documents. Include cost for waste, overages, and tolerances in the unit price for that line item. 17.06 Payment for Stored Materials and Equipment A. Store materials and equipment properly at the Site. 1. Payment will be made for the invoice amount less the specified retainage. 2. Payment for materials and equipment show in the Application for Payment on Attachment A or Attachment B - Tabulation of Work on Approved Contract Modifications will be made for the invoice amount, up to the value shown in the Schedule of Values for that line item. Costs for material and equipment in excess of the value shown in the Schedule of Values may not be added to other line items. 3. Payment will be made in full for the value shown in the line item for products and materials if invoices for materials and equipment are less than the amount shown in the line item and it can be demonstrated that no additional materials or equipment are required to complete Work described in that item. 4. Provide invoices at the time materials are included on Attachment D to the Application for Payment - Tabulation of Values for Materials and Equipment. Include invoice numbers on Attachment D so that a comparison can be made between invoices and amounts included on Attachment D. B. Provide a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of Liens. Provide documentation of payment for materials and equipment with the next Application for Payment. Adjust payment to the amount actually paid if this differs from the invoice amount. Remove items from the tabulation of materials and equipment if this documentation is not provided. Payment will not be made for material and equipment without documentation of payment. C. Contractors can be paid for non-perishable materials on hand stored at the site, provided that invoices are furnished to the City for verification of the material value, and that Contractor provides documents, satisfactory to the City, that show that the material supplier has been paid for the materials delivered to the work site. D. Provide evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest. E. The Work covered by progress payments becomes the property of the Owner at the time of payment. The Contractor's obligations with regard to proper care and maintenance, insurance, and other requirements are not changed by this transfer of ownership until accepted in accordance with the General Conditions. F. Payment for materials and equipment does not constitute acceptance of the product. 17.07 Alternates and Allowances A. Include amounts for specified Alternate Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. B. Include amounts for specified Allowances for Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. FMAC Master Agreement Exhibit B 17.08 Retainage and Set -Offs A. Retainage will be withheld from each Application for Payment per the Agreement. Retainage will be released per the General Conditions. B. Reduce payments for set -offs per the General Conditions. Include Attachment C — Tabulation of Set -Offs in the Application for Payment. 17.09 Procedures for Submitting an Application for Payment A. Submit a draft Application for Payment to the OAR each month at least 20 days before the date established in the Agreement for Owner to make progress payments. Do not submit Applications for Payment more often than monthly. Review the draft Application for Payment with the OAR to determine concurrence with: 1. The earned value for each lump sum item including the value of properly stored and documented materials and equipment for each item in the original Contract. 2. The quantity of Work completed for each unit price item. 3. Set -offs included in the Application for Payment. 4. Values requested for materials and equipment consistent with invoices for materials and equipment. B. Submit Applications for Payment monthly through the OAR after agreement has been reached on the draft Application for Payment. 1. Number each application sequentially and include the dates for the application period. 2. Show the total amounts for earned value of original Contract performed, earned value for Work on approved Contract Amendments and Change Orders, retainage, and set -offs. Show total amounts that correspond to totals indicated on the attached tabulation for each. 3. Include Attachment A to show the earned value on each line item in the Schedule of Values for Work shown in the original Contract. 4. Include Attachment B to show the earned value on line items for approved Change Orders. Add items to Attachment B as Change Orders are approved. Change Orders must be approved before payment can be made on Change Order items. 5. Include Attachment C to document set -offs required per the Contract Documents. Show each set-off as it is applied. Show a corresponding line item to reduce the set-off amount if a payment held by a set- off is released for payment. 6. Include Attachment D to allow tracking of invoices used to support amounts requested as materials in Attachments A and B. Enter materials to show the amount of the invoice assigned to each item in Attachment A or B if an invoice includes materials used on several line items. 7. Complete the certification stating that all Work, including materials and equipment, covered by this Application for Payment have been completed or delivered and stored in accordance with the Contract Documents, that all amounts have been paid for Work, materials, and equipment for which previous payments have been made by the Owner, and that the current payment amount shown in this Application for Payment is now due. C. Submit attachments in Portable Document Format (PDF): 1. Generate attachments to the Application for Payment using the Excel spreadsheet provided. FMAC Master Agreement Exhibit B 2. Submit PDF documents with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. 17.10 Responsibility of Owner's Authorized Representative A. OAR will review draft Application for Payment with Contractor to reach an agreement on the values that will be recommended for payment by the OAR. B. OAR will review Application for Payment submitted by Contractor to determine that the Application for Payment has been properly submitted and is in accordance with the agreed to draft Application for Payment. C. OAR is to either recommend payment of the Application for Payment to Owner or notify the Contractor of the OPT's reasons for not recommending payment. Contractor may make necessary corrections and resubmit the Application for Payment if it is not recommended within 10 days after receipt of the notice. OAR will review resubmitted Application for Payment and reject or recommend payment of the Application for Payment to Owner as appropriate. D. OAR's recommendation of the Application for Payment constitutes a representation by OPT that based on their experience and the information available: 1. The Work has progressed to the point indicated; 2. The quality of the Work is generally in accordance with the Contract Documents; and 3. Requirements prerequisite to payment have been met. E. This representation is subject to: 1. Further evaluation of the Work as a functioning whole; 2. The results of subsequent tests called for in the Contract Documents; or 3. Any other qualifications stated in the recommendation. F. OPT does not represent by recommending payment: 1. Inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or 2. Other matters or issues between the parties that might entitle Contractor to additional compensation or entitle Owner to withhold payment to Contractor may or may not exist. G. Neither OPT's review of Contractor's Work for the purposes of recommending payments nor OAR's recommendation of payment imposes responsibility on OPT: 1. To supervise, direct, or control the Work; 2. For the means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs; 3. For Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; 4. To make examinations to ascertain how or for what purposes Contractor has used the monies paid on account of the Contract Price; or S. To determine that title to the Work, materials, or equipment has passed to Owner free and clear of Liens. FMAC Master Agreement Exhibit B 17.11 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 17.12 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work within 30 days after Contractor's notification to determine if the Work is substantially complete. OAR, within 120 days after receipt of Contractor's notification, is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 17.13 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 17.12 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 17.14 Final Inspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 17.13 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 17.15 Final Application for Payment A. Include adjustments to the Contract Price in the final Application for Payment for: 1. Approved Change Orders and Contract Amendments, 2. Allowances not previously adjusted by Change Order, FMAC Master Agreement Exhibit B 3. Deductions for Defective Work that has been accepted by the Owner, 4. Penalties and bonuses, 5. Deductions for liquidated damages, 6. Deduction for all final set -offs, and 7. Other adjustments if needed. B. OAR will prepare a final Change Order reflecting the approved adjustments to the Contract Price which have not been covered by previously approved Change Orders and if necessary reconcile estimate unit price quantities with actual quantities. 17.16 Final Payment A. Make final Application for Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 17.17 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 17.14; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 22 and specifically noted in the Certificate of Final Completion. 17.18 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer period of time prescribed by the terms of the Contract Documents. FMAC Master Agreement Exhibit B B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 17.18.A and 17.18.6 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of loss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or system is placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 17.18.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 17.18. G. Contractor's obligations under this Paragraph 17.18 are in addition to other obligations or warranties. The provisions of this Paragraph 17.18 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION 18.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. 18.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, FMAC Master Agreement Exhibit B d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 18.02.A.4. Owner may terminate Contractor's performance under this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that Contractor's performance under the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 18.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated Contractor's performance under the Contract for cause. E. Owner may elect not to proceed with termination of Contractor's performance under the Contract under this Paragraph 18.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 18.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination of Contractor's performance does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 18.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. FMAC Master Agreement Exhibit B ARTICLE 19 — PROJECT MANAGEMENT 19.01 Work Included A. Furnish resources required to complete the Project with an acceptable standard of quality within the Contract Times. B. Construct Project in accordance with current safety practices. C. Manage Site to allow access to Site and control construction operations. D. Construct temporary facilities to provide and maintain control over environmental conditions at the Site. Remove temporary facilities when no longer needed. E. Provide temporary controls for pollutions, management of water and management of excess earth as required in SECTION 01 57 00 TEMPORARY CONTROLS. 19.02 Quality Assurance A. Employ competent workmen, skilled in the occupation for which they are employed. Provide Work meeting quality requirements of the Contract Documents. B. Remove Defective Work from the Site immediately unless provisions have been made and approved by the OPT to allow repair of the product at the Site. Clearly mark Work as Defective until it is removed or allowable repairs have been completed. 19.03 Document Submittal A. Provide documents in accordance with Article 24. 1. Provide copies of Supplier's printed storage instructions prior to furnishing materials or products and installation instructions prior to beginning the installation. 2. Incorporate field notes, sketches, recordings, and computations made by the Contractor in Record Data. 19.04 Required Permits A. Obtain building permits for the Project from the local authorities having jurisdiction. Pay building permit fees and include this cost in the Contract Price. B. Obtain environmental permits required for construction at the Site. C. Provide required permits for transporting heavy or oversized loads. D. Provide other permits required to conduct any part of the Work. E. Arrange for inspections and certification by agencies having jurisdiction over the Work. F. Make arrangements with private utility companies and pay for fees associated with obtaining services, or for inspection fees. G. Retain copies of permits and licenses at the Site and observe and comply with all regulations and conditions of the permit or license. 19.05 Safety Requirements A. Manage safety to protect the safety and welfare of persons at the Site. FMAC Master Agreement Exhibit B B. Provide safe access to move through the Site. Provide protective devices to warn and protect from hazards at the Site. C. Provide safe access for those performing tests and inspections. D. Comply with latest provisions of the Occupational Health and Safety Administration and other Laws and Regulation. E. Cooperate with accident investigations. Provide two copies of all reports, including insurance company reports, prepared concerning accidents, injury, or death related to the Project to the OAR as Record Data per Article 26. 19.06 Access to the Site A. Maintain access to the facilities at all times. Do not obstruct roads, pedestrian walks, or access to the various buildings, structures, stairways, or entrances. Provide safe access for normal operations during construction. B. Provide adequate and safe access for inspections. Leave ladders, bridges, scaffolding, and protective equipment in place until inspections have been completed. Construct additional safe access if required for inspections. C. Use roadways for construction traffic only with written approval of the appropriate representatives of each entity. Obtain written approval to use roads to deliver heavy or oversized loads to the Site. Furnish copies of the written approvals to the Owner as Record Data per Article 26. 19.07 Contractor's Use of Site A. Limit the use of Site for Work and storage to those areas designated on the Drawings or approved by the OAR. Coordinate the use of the premises with the OAR. B. Provide security at the Site as necessary to protect against vandalism and loss by theft. C. Do not permit alcoholic beverages or illegal substances on the Site. Do not allow persons under the influence of alcoholic beverages or illegal substances to enter or remain on the Site at any time. Persons on Site under the influence of alcoholic beverages or illegal substances will be permanently prohibited from returning to the Site. Criminal or civil penalties may also apply. D. Park construction equipment in designated areas only and provide spill control measures as discussed in SECTION 01 57 00 TEMPORARY CONTROLS. E. Park employees' vehicles in designated areas only. F. Obtain written permission of the Owner before entering privately -owned land outside of the Owner's property, rights-of-way, or easements. G. Do not allow the use of audio devices, obnoxious, vulgar or abusive language, or sexual harassment in any form. These actions will cause immediate and permanent removal of the offender from the premises. Criminal or civil penalties may apply. H. Require Workers to wear clothing that is inoffensive and meets safety requirements. Do not allow sleeveless shirts, shorts, exceedingly torn, ripped, or soiled clothing to be worn on the Project. I. Do not allow firearms or weapons of any sort to be brought on to the Site under any conditions. No exception is to be made for persons with concealed handgun permits. Remove any firearms or weapons and the person possessing these firearms or weapons immediately from the Site. FMAC Master Agreement Exhibit B 19.08 Protection of Existing Structures and Utilities A. Examine the Site and review the available information concerning the Site. Locate utilities, streets, driveways, fences, drainage structures, sidewalks, curbs, and gutters. Verify the elevations of the structures adjacent to excavations. Report any discrepancies from information in the Contract Documents to the OAR before beginning construction. B. Determine if existing structures, poles, piping, or other utilities at excavations will require relocation or replacement. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES. Coordinate Work with local utility company and others for the relocation or replacement. C. Protect buildings, utilities, street surfaces, driveways, sidewalks, curb and gutter, fences, wells, drainage structures, piping, valves, manholes, electrical conduits, and other systems or structures unless they are shown to be replaced or relocated on the Drawings. Restore damaged items to the satisfaction of the OPT and utility owner. D. Carefully support and protect all structures and/or utilities so that there will be no failure or settlement where excavation or demolition endangers adjacent structures and utilities. Do not take existing utilities out of service unless required by the Contract Documents or approved by the OAR. Notify and cooperate with the utility owner if it is necessary to move services, poles, guy wires, pipelines, or other obstructions. E. Protect existing trees and landscaping at the Site. 1. Identify trees that may be removed during construction with OPT. 2. Mark trees to be removed with paint. 3. Protect trees to remain from damage by wrapping trunks with 2 x 4 timbers around the perimeter, securely wired in place, where machinery must operate around existing trees. Protect branches and limbs from damage by equipment. 4. Protect root zone from compaction. 19.09 Pre -Construction Exploratory Excavations A. Excavate and expose existing pipelines that cross within 20 feet of Project pipelines prior to any Work. Survey the line to determine its exact vertical and horizontal location at each point the existing pipeline may potentially conflict with the Work. B. Excavate and expose existing parallel pipelines at 300 feet intervals (maximum) for existing pipelines which are within 10 feet of Project pipelines. Survey the line to determine its exact vertical and horizontal location at each point where the line is excavated and exposed. C. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES indicating the owner of pipelines excavated and surveyed and all pertinent survey data, including the station where lines cross or conflicts may exist and the distance to the pavement centerline and elevations of the top of existing pipelines. D. Do not perform Work on the Project until all exploratory excavations have been completed and the Plan of Action has been approved by the OAR. E. Unless specifically indicated otherwise in the Bid Form, no separate payment will be made for pre - construction exploratory excavations. Include the cost for pre -construction exploratory excavations in the unit price for the pipe construction or other applicable feature. When necessary, pavement repairs associated with exploratory excavations that are beyond the limits of the new pavement will be paid for at the unit prices for pavement repair when an item is included in the Bid Form. When an item for pavement repair is not included in the Bid Form, the cost should be included in the unit price for the pipe construction or other applicable feature. FMAC Master Agreement Exhibit B 19.10 Disruption of Services/Continued Operations A. Existing facilities are to continue in service as usual during the construction unless noted otherwise. Owner of utilities must be able to operate and maintain the facilities. Keep disruptions to existing utilities, piping, process piping, or electrical services to a minimum. 1. Do not restrict access to critical valves or operators. 2. Limit operations to the minimum amount of space needed to complete the specified Work. 3. Maintain storm sewers and sanitary sewers in service at all times. Provide temporary service around the construction or otherwise construct the structure in a manner that the flow is not restricted. B. Provide a Plan of Action in accordance with SECTION 0135 00 SPECIAL PROCEDURES if facilities must be taken out of operation. 19.11 Field Measurements A. Perform complete field measurements prior to purchasing products or beginning construction for products required to fit existing conditions. B. Verify property lines, control lines, grades, and levels indicated on the Drawings. C. Check Shop Drawings and indicate the actual dimensions available where products are to be installed. D. Include field measurements in Record Data as required in Article 26. 19.12 Reference Data and Control Points A. The OPT will provide the following control points: 1. Base line or grid reference points for horizontal control. 2. Benchmarks for vertical control. B. Locate and protect control points prior to starting the Work and preserve permanent reference points during construction. Designated control points may be on an existing structure or monument. Do not change or relocate points without prior approval of the OAR. Notify OAR when the reference point is lost, destroyed, or requires relocation. Replace Project control points on the basis of the original survey. C. Provide complete engineering layout of the Work needed for construction. 1. Provide competent personnel. Provide equipment including accurate surveying instruments, stakes, platforms, tools, and materials. 2. Provide surveying with accuracy meeting the requirements established for Category 5 Construction Surveying as established in the Manual of Practice of Land Surveying in Texas published by the Texas Society of Professional Surveyors, latest revision. 3. Record Data and measurements per standards. 19.13 Delivery and Storage A. Deliver products and materials to the Site in time to prevent delays in construction. B. Deliver packaged products to Site in original undamaged containers with identifying labels attached. Open cartons as necessary to check for damage and to verify invoices. Reseal cartons and store properly until used. Leave products in packages or other containers until installed. C. Assume full responsibility for the protection and safekeeping of products stored at the Site. FMAC Master Agreement Exhibit B D. Store products at locations acceptable to the OAR and to allow Owner access to maintain and operate existing facilities. E. Store products in accordance with the Supplier's storage instructions immediately upon delivery. Leave seals and labels intact. F. Provide additional storage areas as needed for construction. Store products subject to damage by elements in substantial weather -tight enclosures or storage sheds. Provide and maintain storage sheds as required for the protection of products. Provide temperature, humidity control, and ventilation within the ranges stated in the Supplier's instructions. Remove storage facilities at the completion of the Project. G. Protect the pipe interior. Keep all foreign materials such as dirt, debris, animals, or other objects out of the pipe during the Work. Cap or plug ends of installed pipe in an approved manner when pipe is not being installed. Clean or wash out pipe sections that become contaminated before continuing with installation. Take precautions to prevent the pipe from floating or moving out of the proper position during or after laying operations. Immediately correct any pipe that moves from its correct position. H. Provide adequate exterior storage for products that may be stored out-of-doors. 1. Provide substantial platforms, blocking, or skids to support materials and products above ground which has been sloped to provide drainage. Protect products from soiling or staining. 2. Cover products subject to discoloration or deterioration from exposure to the elements, with impervious sheet materials. Provide ventilation to prevent condensation below covering. 3. Store loose, granular materials on clean, solid surfaces, or on rigid sheet materials, to prevent mixing with foreign matter. 4. Provide surface drainage to prevent erosion and ponding of water. 5. Prevent mixing of refuse or chemically injurious materials or liquids with stored materials. 6. Pipes and conduits stored outdoors are to have open ends sealed to prevent the entrance of dirt, moisture, and other injurious materials. Protect PVC pipe from ultraviolet light exposure. 7. Store light weight products to prevent wind damage. I. Maintain storage facilities. Inspect stored products on a weekly basis and after periods of severe weather to verify that: 1. Storage facilities continue to meet specified requirements; 2. Supplier's required environmental conditions are continually maintained; and 3. Products that can be damaged by exposure to the elements are not adversely affected. J. Replace any stored item damaged by inadequate protection or environmental controls. K. Payment may be withheld for any products not properly stored. 19.14 Cleaning During Construction A. Provide positive methods to minimize raising dust from construction operations and provide positive means to prevent air -borne dust from disbursing into the atmosphere. Control dust and dirt from demolition, cutting, and patching operations. B. Clean the Project as Work progresses and dispose of waste materials, keeping the Site free from accumulations of waste or rubbish. Provide containers on Site for waste collection. Do not allow waste materials or debris to blow around or off of the Site. Control dust from waste materials. Transport waste materials with as few handlings as possible. FMAC Master Agreement Exhibit B C. Comply with Laws and Regulations. Do not burn or bury waste materials. Remove waste materials, rubbish and debris from the Site and legally dispose of these at public or private disposal facilities. D. Provide a final cleaning to thoroughly clean the entire Site and make ready for acceptance. 1. Remove construction debris, boxes, and trash from the Site. 2. Remove construction storage sheds and field offices. 3. Restore grade to match surrounding condition and remove excess dirt. 4. Sweep all drives and parking lots clean of dirt and debris. Use water trucks or hose down paved site to like new appearance. 19.15 Maintenance of Roads, Driveways, and Access A. Maintain roads and streets in a manner that is suitable for safe operations of public vehicles during all phases of construction unless the Owner approves a street closing. Do not close public roads overnight. B. Submit a Notification by Contractor for Owner's approval of a street closing. The request shall state: 1. The reason for closing the street. 2. How long the street will remain closed. 3. Procedures to be taken to maintain the flow of traffic. C. Construct temporary detours, including by-pass roads around construction, with adequately clear width to maintain the free flow of traffic at all times. Maintain barricades, signs, and safety features around the detour and excavations. Maintain barricades, signs, and safety features around the Work in accordance with all provisions of the latest edition of the Manual on Uniform Traffic Control Devices (MUTCD). D. Assume responsibility for any damage resulting from construction along roads or drives. 19.16 Area Access and Traffic Control A. Provide traffic control measures to assure a safe condition and to provide a minimum of inconvenience to motorists and the public. Provide all-weather access to all residents and businesses at all times during construction. Provide temporary driveways and/or roads of approved material during wet weather. Maintain a stockpile of suitable material on the Site to meet the demands of inclement weather. B. Schedule operations to minimize adverse impact on the accessibility of adjoining properties. Sequence construction to build driveways in half widths, construct temporary ramps, or any other measure required to maintain access to adjoining properties. C. Comply with the Owner's Uniform Barricading Standards and Practices. Copies of this document are available through the Owner's Traffic Engineering Department. Secure required permits from the Owner's Traffic Engineering Department. 19.17 Overhead Electrical Wires A. Comply with OSHA safety requirements regarding construction equipment working beneath overhead electrical wires. Prevent and pay for repairs for damage to existing overhead electrical wires or facilities. B. Provide for adequate safety with regard to overhead lines whether overhead lines are or are not shown in the Contract Documents. FMAC Master Agreement Exhibit B 19.18 Blasting A. Blasting is not allowed for any purpose. 19.19 Archeological Requirements A. Cease operations immediately and contact the Owner for instructions if historical or archaeological artifacts are found during construction. B. Conduct all construction activities to avoid adverse impact on the Sites where significant historical or archaeological artifacts are found or identified as an area where other artifacts could be found. 1. Obtain details for Working in these areas. 2. Maintain confidentiality regarding the Site. 3. Adhere to the requirements of the Texas Historical Commission. 4. Notify the OAR and the Texas Historical Commission. C. Do not disturb archaeological sites. 1. Obtain the services of a qualified archaeological specialist to instruct construction personnel on how to identify and protect archaeological finds on an emergency basis. 2. Coordinate activities to permit archaeological work to take place within the area. a. Attempt to archaeologically clear areas needed for construction as soon as possible. b. Provide a determination of priority for such areas. D. Assume responsibility for any unauthorized destruction that might result to such Sites by construction personnel, and pay all penalties assessed by the State or Federal agencies for non-compliance with these requirements. E. Contract Times will be modified to compensate for delays caused by such archaeological finds. No additional compensation will be paid for delays. 19.20 Endangered Species Resources A. Do not perform any activity that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. B. Cease Work immediately in the area of the encounter and notify the OAR if a threatened or endangered species is encountered during construction. OPT will implement actions in accordance with the ESA and applicable State statutes. Resume construction in the area of the encounter when authorized to do so by the OAR. 19.21 Cooperation with Public Agencies A. Cooperate with all public and private agencies with facilities operating within the limits of the Project. B. Provide a 48-hour notice to any applicable agency when work is anticipated to proceed in the vicinity of any facility by using Texas 811 at 811 and the Lone Star Notification Company at 1-800-669-8344. FMAC Master Agreement Exhibit B ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included A. Administer Contract requirements to construct the Project. Provide documentation per the requirements of this Section. Provide information as requested by the OPT. 20.02 Document Submittal A. Provide documents in accordance with Article 24. B. Use the forms provided for Contract administration, applications for payment, document submittals, documentation of test results, equipment installation and documentation, and Project closeout. A digital copy of the required forms will be provided to the Contractor before or at the pre -construction conference. 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. C. The OAR will normally communicate only with the Contractor. Any required communication with Subcontractors or Suppliers will only be with the direct involvement of the Contractor. D. Direct written communications to the OAR at the address indicated at the pre -construction conference. Include the following with communications as a minimum: 1. Name of the Owner. 2. Project name. 3. Contract title. 4. Project number. 5. Date. 6. A reference statement. E. Submit communications on the forms referenced in this Section or in Article 24. 20.04 Project Meetings A. Pre -Construction Conference: 1. Attend a pre -construction conference. 2. The location of the conference will be determined by the OAR. 3. The time of the meeting will be determined by the OAR but will be after the Notice of Award is issued and not later than 15 days after the Notice to Proceed is issued. FMAC Master Agreement Exhibit B 4. The OPT, Contractor's project manager and superintendent, representatives of utility companies, and representatives from major Subcontractors and Suppliers may attend the conference. 5. Provide and be prepared to discuss: a. Preliminary construction schedule per Article 27. b. Schedule of Values and anticipated Schedule of Payments per Article 17. c. List of Subcontractors and Suppliers. d. Contractor's organizational chart as it relates to this Project. e. Letter indicating the agents of authority for the Contractor and the limit of that authority with respect to the execution of legal documents, Contract Modifications, and payment requests. B. Progress Meetings: 1. Attend meetings with the OAR and Owner. a. Meet on a monthly basis or as requested by the OAR to discuss the Project. b. Meet at the Site or other location as designated by the OAR. c. Contractor's superintendent and other key personnel are to attend the meeting. Other individuals may be requested to attend to discuss specific matters. d. Notify the OAR of any specific items to be discussed a minimum of 1 week prior to the meeting. 2. Provide information as requested by the OAR or Owner concerning this Project. Prepare to discuss: a. Status of overall Project schedule. b. Contractor's detailed schedule for the next month. c. Anticipated delivery dates for equipment. d. Coordination with the Owner. e. Status of documents. f. Information or clarification of the Contract Documents. g. Claims and proposed Modifications to the Contract. h. Field observations, problems, or conflicts. i. Maintenance of quality standards. 3. OAR will prepare minutes of meetings. Review the minutes of the meeting and notify the OAR of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in the minutes of the following meeting or as an attachment to the minutes. C. Pre- Submittal and Pre -Installation Meetings: 1. Conduct pre -submittal and pre -installation meetings as required in the individual technical Specifications or as determined necessary by the OAR (for example, instrumentation, roofing, concrete mix design, etc.). 2. Set the time and location of the meetings when ready to proceed with the associated Work. Submit a Notification by Contractor in accordance with Paragraph 20.07 for the meeting 2 weeks before the meeting. OPT must approve of the proposed time and location. FMAC Master Agreement Exhibit B 3. Attend the meeting and require the participation of appropriate Subcontractors and Suppliers in the meeting. 4. Prepare minutes of the meeting and submit to the OPT for review. OPT will review the minutes of the meeting and notify the Contractor of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in a revised set of meeting minutes. 20.05 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. D. Use the Project Issues Log to document decisions made at meetings and actions to be taken in accordance with Paragraph 20.06. E. Use the Action Item Log to document assignments for actions to be taken in accordance with Paragraph 20.06. 20.06 Decision and Action Item Log A. OAR will maintain a Project Decision Log to document key decisions made at meetings, telephone conversation or Site visits using the format provided: 1. Review the log prior to each regular meeting. 2. Report any discrepancies to the OAR for correction or discussion at the next monthly meeting. B. OAR will maintain an Action Item log in conjunction with the Project Decision Log to track assignments made at meetings, telephone conversation, or Site visits using the format provided: 1. Review the Action Item Log prior to each regular meeting. 2. Report actions taken subsequent to the previous progress meeting on items in the log assigned to the Contractor or through the Contractor to a Subcontractor or Supplier to the OAR. Report on status of progress 1 week prior to each progress meeting established in Paragraph 20.04 to allow OAR to update the log prior to the Progress meetings. 3. Be prepared to discuss the status at each meeting. FMAC Master Agreement Exhibit B C. Decisions or action items in the log that require a change in the Contract Documents will have the preparation of a Modification as an action item if appropriate. The Contract Documents can only be changed by a Modification. 20.07 Notification By Contractor A. Notify the OAR of: 1. Need for testing. 2. Intent to work outside regular working hours. 3. Request to shut down facilities or utilities. 4. Proposed utility connections. 5. Required observation by OAR, Designer, or inspection agencies prior to covering Work. 6. Training. B. Provide notification a minimum of 2 weeks in advance in order to allow OPT time to respond appropriately to the notification. C. Use "Notification by Contractor" form provided. 20.08 Record Documents A. Maintain at the Site one complete set of printed Record Documents including: 1. Drawings. 2. Specifications. 3. Addenda. 4. Modifications. 5. Record Data and approved Shop Drawings. 6. Construction photographs. 7. Test Reports. 8. Clarifications and other information provided in Request for Information responses. 9. Reference standards. B. Store printed Record Documents and Samples in the Contractor's field office. 1. Record Documents are to remain separate from documents used for construction. 2. Provide files and racks for the storage of Record Documents. 3. Provide a secure storage space for the storage of Samples. 4. Maintain Record Documents in clean, dry, legible conditions, and in good order. 5. Make Record Documents and Samples available at all times for inspection by the OPT. C. Maintain a digital record of Specifications and Addenda to identify products provided in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. FMAC Master Agreement Exhibit B D. Maintain a digital record of Drawings in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. 3. Record information as construction is being performed. Do not conceal any Work until the required information is recorded. 4. Mark Drawings to record actual construction, including the following: a. Depths of various elements of the foundation in relation to finished first floor datum or the top of walls. b. Horizontal and vertical locations of underground utilities and appurtenances constructed and existing utilities encountered during construction. c. Location of utilities and appurtenances concealed in the Work. Refer measurements to permanent structures on the surface. Include the following equipment: 1) Piping. 2) Ductwork. 3) Equipment and control devices requiring periodic maintenance or repair. 4) Valves, unions, traps, and tanks. 5) Services entrance. 6) Feeders. 7) Outlets. d. Changes of dimension and detail. e. Changes by Modifications. f. Information in Request for Information or included in the Project Issues Log. g. Details not on the original Drawings. Include field verified dimensions and clarifications, interpretations, and additional information issued in response to RFIs. 5. Mark Drawings with the following colors: a. Highlight references to other documents, including Modifications in blue; b. Highlight mark ups for new or revised Work (lines added) in yellow; c. Highlight items deleted or not installed (lines to be removed) in red; and d. Highlight items constructed per the Contract Documents in green. 6. Submit Record Documents to Designer for review and acceptance 30 days prior to Final Completion of the Project. E. Applications for Payment will not be recommended for payment if Record Documents are found to be incomplete or not in order. Final payment will not be recommended without complete Record Documents. FMAC Master Agreement Exhibit B ARTICLE 21— QUALITY MANAGEMENT 21.01 Contractor's Responsibilities A. Review the OPT's Quality Management Program and prepare and submit the Contractor's Quality Control Plan. B. Implement the Contractor's Quality Control Plan to control the quality of the Work and verify that the Work meets the standards of quality established in the Contract Documents. 1. Inspect products to be incorporated into the Project. Ensure that Suppliers have adequate quality control systems to ensure that products that comply with the Contract Documents are provided. 2. Integrate quality control measures into construction activities to produce Work which meets quality expectations of the Contract Documents. Inspect the Work of the Contractor, Subcontractors, and Suppliers. Correct Defective Work. 3. Provide and pay for the services of an approved professional materials testing laboratory acceptable to the OPT to provide testing that demonstrates that products proposed in Shop Drawings and Record Data for the Project fully comply with the Contract Documents. 4. Provide facilities, equipment, and Samples required for quality control inspections and tests: a. Give the OAR adequate notice before proceeding with Work that would interfere with inspections or testing; b. Notify the OAR and testing laboratories prior to the time that testing is required, providing adequate lead time to allow arrangements for inspections or testing to be made; c. Do not proceed with any Work that would impact the ability to correct defects or Work that would require subsequent removal to correct defects until testing services have been performed and results of tests indicate that the Work is acceptable; d. Cooperate fully with the performance of sampling, inspection, and testing; e. Provide personnel to assist with sampling or to assist in making inspections and field tests; f. Obtain and handle Samples for testing at the Site or at the production source of the product to be tested; g. Provide adequate quantities of representative products to be tested to the laboratory at the designated locations; h. Provide facilities required to store and cure test Samples; i. Provide calibrated scales and measuring devices for the OPT's use in performing inspections and testing; j. Provide adequate lighting to allow OPT observations; and k. Make Contract Documents available to testing agencies when requested. 5. Provide safe access for all inspection and testing activities, including those to be conducted as part of the OPT's Quality Management Program. 6. Document Defective Work though Certified Test Reports and Defective Work Notices. Document that corrective actions have been taken to correct any defects and that corrected Work is in compliance with the Contract Documents. 7. Apply quality control measures to documentation provided for the Project. FMAC Master Agreement Exhibit B 8. Implement countermeasures to prevent future Defective Work. C. Perform tests as indicated in this and other Sections of the Specifications. Technical Specifications govern if any testing and inspection requirements of this Section conflict with the testing and inspection requirements of the technical Specifications. D. All verification testing is to be observed by the OAR or designated representative. E. Send test reports to the OAR and the Designer. F. Provide an update on quality control activities at monthly progress meetings required by Article 20. G. Owner will withhold payment for Defective Work, or Work that has not been tested or inspected in accordance with the Contractor's Quality Control Plan, the OPT's Quality Control Program, or the Contract Documents. H. Owner will withhold payment for additional testing fees incurred due to Contractor noncompliance with OPT's Quality Control Program, including retesting fees, standby time, cancellation charges, and trip fees for retesting or cancellations. I. Work performed that is connected or adjacent to Defective Work or Work that would have to be removed to correct Defective Work is also considered to be Defective. Contractor is responsible for all cost with replacing any acceptable Work that must be removed, or might be damaged by corrective actions. 21.02 Quality Management Activities by OPT A. OPT will perform its own quality assurance tests independent of the Contractor's Quality Control Program. Assist the OPT and testing organizations in performing quality assurance activities per Paragraph 21.01. B. Quality assurance testing performed by the OPT will be paid for by the Owner, except for verification testing required per Paragraph 21.07. C. Quality assurance activities of the OPT, through their own forces or through contracts with consultants and materials testing laboratories are for the purpose of monitoring the results of the Contractor's Work to see that it is in compliance with the requirements of the Contract Documents. Quality assurance activities or non-performance of quality assurance activities by the OPT do not: 1. Relieve the Contractor of its responsibility to provide Work or furnish products that conform with the requirements of the Contract Documents; 2. Relieve the Contractor of its responsibility for providing adequate quality control measures; 3. Relieve the Contractor of its responsibility for damage to or loss of Work or products before OPT's acceptance; 4. Constitute or imply OPT's acceptance; and 5. Affect the continuing rights of the Owner after OPT's acceptance of the completed Work. D. Work is subject to OPT's quality assurance observations or testing at any time. Products which have been tested or inspected and approved by OPT at a supply source or staging area may be inspected or tested again by the OPT before, during or after incorporation into the Work and rejected if products do not comply with the Contract Documents. 21.03 Contractor's Use of OPT's Test Reports A. OPT has prepared a Quality Management Plan that describes, in general, the OPT's anticipated quality assurance testing program for this Project. This testing program will be made available to Bidders during the FMAC Master Agreement Exhibit B bidding phase. This plan outlines only the testing in general terms and may not reflect actual testing. Actual testing will depend on the Contractors means, methods and procedures of construction which will not be known until the Contractor begins Work and submits their own Quality Control Plan for review. There is no guarantee that all testing will be performed. B. Contractor will receive copies of all test reports documenting OPT's quality assurance activities. Contractor is entitled to rely on the accuracy of these test results and use these as part of their quality control efforts. C. Contractor is to determine additional testing or inspections that may be required to implement the Contractor's Quality Control Plan. Include cost for additional testing and inspections required to meet Contractors quality control obligations, including the cost for correcting Defective Work in the Contract Price. D. Contractor may submit a Change Proposal if OPT's quality assurance testing program deviates significantly from the OPT's Quality Management Plan, and Contractor can demonstrate that additional cost was incurred to implementing the Contractor's Quality Control Plan resulting from these deviations. 21.04 Documentation A. Provide documentation which includes: 1. Contractor's Quality Management Plan that establishes the methods of assuring compliance with the Contract Documents. Submit this plan as a Shop Drawings per Article 25. 2. A Statement of Qualification for any proposed testing laboratories that includes a list of the engineers and technical staff that will provide testing services on the Project, descriptions of the qualifications of these individuals, list of tests that can be performed, equipment used with date of last certification, and a list of recent projects for which testing has been performed with references for those projects. 3. Provide Certified Test Reports for products to be incorporated into the Project. Provide reports to indicate that proposed products comply with the Contract Documents or indicate that proposed products do not comply with the Contract Documents and why it does not comply. Submit these test reports as part of a Shop Drawings submitted per Article 25. 4. Provide Certified Test Reports for inspection and testing required in this Section and in other Specification Sections. Provide reports to indicate that Work complies with the Contract Documents or indicate that Work does not comply with the Contract Documents they are not in compliance and why it does not comply. Submit these test reports on forms provided per Article 24. 21.05 Standards A. Provide testing laboratories that comply with the American Council of Independent Laboratories (ACIL) "Recommended Requirements for Independent Laboratory Qualifications." B. Perform testing per recognized test procedures as listed in the various Sections of the Specifications, standards of the State Department of Highways and Public Transportation, American Society of Testing Materials (ASTM), or other testing associations. Perform tests in accordance with published procedures for testing issued by these organizations. 21.06 Delivery and Storage A. Handle and protect test specimens of products and construction materials at the Site in accordance with recognized test procedures. Provide facilities for storing, curing, processing test specimens as required by test standard to maintain the integrity of Samples. FMAC Master Agreement Exhibit B 21.07 Verification Testing for Corrected Defects A. Provide verification testing on Work performed to correct Defective Work to demonstrate that the Work is now in compliance with the Contract Documents. Document that Defective Work has been corrected and verify that the OAR closes the item in the Defective Work Register. B. Pay for verification testing. OPT may perform verification testing as part of their Quality Management Program and impose a Set-off to recover the cost for this testing. C. Conduct the same tests or inspections used to determine that the original Work was Defective. Different tests or methods may be used if approved by the OPT. 21.08 Test Reports A. Certified Test Reports are to be prepared for all tests. 1. Tests performed by testing laboratories may be submitted on their standard test report forms if acceptable to the OPT. These reports must include the following: a. Name of the Owner, Project title and number and Contractor; b. Name of the laboratory, address, and telephone number; c. Name and signature of the laboratory personnel performing the test; d. Description of the product being sampled or tested; e. Date and time of sampling, inspection, and testing; f. Date the report was issued; g. Description of the test performed; h. Weather conditions and temperature at time of test or sampling; i. Location at the Site or structure where the test was taken; j. Standard or test procedure used in making the test; k. A description of the results of the test; I. Statement of compliance or non-compliance with the Contract Documents; and m. Interpretations of test results, if appropriate. 2. Submit reports on tests performed by Contractor, Subcontractors or Suppliers on the forms provided by the OAR. 3. OPT will prepare test reports on test performed by the OPT. B. Send test report to Designer within 24 hours of completing the test. Flag tests reports with results that do not comply with Contract Documents for immediate attention. C. Payment for Work may be withheld until test reports indicate that the Work is not Defective. 21.09 Defective Work A. Immediately correct any Defective Work or notify the OAR why the Work is not to be corrected immediately and when corrective action will be completed. B. No payment will be made for Defective Work. Remove Work from the Application for Payment if Work paid for on a previous Application for Payment is found to be Defective. FMAC Master Agreement Exhibit B 21.10 Limitation of Authority of Testing Laboratory A. The testing laboratory representatives are limited to providing testing services and interpreting the results of the test performed. B. The testing laboratory is not authorized to: 1. Alter the requirements of the Contract Documents; 2. Accept or reject any portion of the Work; 3. Perform any of the duties of the Contractor; or 4. Direct or stop the Work. 21.11 Quality Control Plan A. Submit the Contractor's Quality Control Plan for approval as a Shop Drawing per Article 25. Use Contractor's Quality Control Plan Checklist provided to review the document before submitting and include a copy of the completed checklist with the Contractor's Quality Control Plan. Do not begin Work until the Contractor's Quality Control Plan is approved. Submit an interim plan covering only the portion of Work to be performed if the Contractor plans to begin Work prior to submitting the Contractor's Quality Control Plan for the Project. Do not begin Work on other parts of the Project until the Contractor's Quality Control Plan is approved or another interim plan covering the additional Work to be started is approved. B. Provide a Contractor's Quality Control Plan that incorporates construction operations at both the Site and production Work at remote locations and includes Work by Subcontractors and Suppliers. The Contractor's Quality Control Plan is to include: 1. A description of the quality control organization, including an organization chart showing lines of authority to control the quality of Work; 2. Documentation describing name, qualifications (in resume format), duties, responsibilities, and level of authority of the Quality Control Manager; 3. The name, qualifications (in resume format), duties, responsibilities, and authorities of other persons assigned a quality control function; 4. Procedures for scheduling, reviewing, certifying, and managing documentation, including documentation provided by Subcontractors and Suppliers; 5. Control, verification, and acceptance testing procedures for each specific test. Include: a. Name of tests to be performed, b. Specification paragraph requiring test, c. Parameters of Work to be tested, d. Test frequency, e. Persons responsible for each test, and f. Applicable industry testing standards and laboratory facilities to be used for the test; 6. Integrate the OPT quality assurance testing into the Contractor's Quality Control Plan, specifically identifying the tests or inspections in Paragraph 21.11.B.5 that will be provided by the OPT as part of their Quality Management Program; 7. Procedures for tracking and documenting quality management efforts. FMAC Master Agreement Exhibit B 8. Procedures for tracking Defective Work from initial identification through acceptable corrective action. Indicate how documentation of the verification process for deficiencies will be made. 9. Reporting procedures which incorporate the use of forms provided by the OAR. 10. The name of the proposed testing laboratories along with documentation of qualifications per Paragraph 21.04. C. The Quality Control Manager must have authority to reject Defective Work and redirect the efforts of the Contractor's Team to prevent or correct Defective Work. D. Notify the Designer of any changes to the Contractor's Quality Control Plan or quality control personnel. E. Meet with the OPT 7 days after Contractor's Quality Control Plan is submitted and before start of construction to discuss the Contractor's Quality Control Plan and expedite its approval. 21.12 Implement Contractor's Quality Control Plan A. Perform quality control observations and testing as required in each Section of the Specifications and where indicated on the Drawings. B. Include the following phases for each definable Work task. A definable Work task is one which is separate and distinct from other tasks, has separate control requirements, may be provided by different trades or disciplines, or may be Work by the same trade in a different environment. 1. Planning Phase: Perform the following before beginning each definable Work task: a. Review the Contract Drawings. b. Review documents and determine that they are complete in accordance with the Contract Documents. c. Check to assure that all materials and/or equipment have been tested, submitted, and approved. d. Examine the work area to assure that all required preliminary Work has been completed and complies with the Contract Documents. e. Examine required materials, equipment, and Sample Work to assure that they are on hand, conform to Shop Drawings and Record Data, and are properly stored. f. Review requirements for quality control inspection and testing. g. Discuss procedures for controlling quality of the Work. Document construction tolerances and workmanship standards for the Work task. h. Check that the portion of the plan for the Work to be performed incorporates document review comments. i. Discuss results of planning phase with the OAR. Conduct a meeting attended by the Quality Control Manager, the OAR, superintendent, other quality control personnel as applicable, and the foreman responsible for the Work task. Instruct applicable workers as to the acceptable level of workmanship required in order to meet the requirements of the Contract Documents. Document the results of the preparatory phase actions by separate meeting minutes prepared by the Quality Control Manager and attached to the quality control report. Do not move to the next phase unless results of investigations required for the planning phase indicate that requirements have been met. 2. Work Phase: Complete this phase after the Planning Phase: FMAC Master Agreement Exhibit B a. Notify the OAR at least 24 hours in advance of beginning the Work and discuss the review of the planning effort to indicate that requirements have been met. b. Check the Work to ensure that it is in full compliance with the Contract Documents. c. Verify adequacy of controls to ensure full compliance with Contract Documents. Verify required control inspection and testing is performed. d. Verify that established levels of workmanship meet acceptable workmanship standards. Compare with required Sample panels as appropriate. e. Repeat the Work phase for each new crew to work on-site, or any time acceptable specified quality standards are not being met. 3. Follow-up Phase: Perform daily checks to assure control activities, including control testing, are providing continued compliance with contract requirements: a. Make checks daily and record observations in the quality control documentation. b. Conduct follow-up checks and correct all deficiencies prior to the start of additional Work tasks that may be affected by the Defective Work. Do not build upon nor conceal Defective Work. c. Conduct a review of the Work with the OPT one month prior to the expiration of the correction period. Correct defects as noted during the review. C. Conduct additional planning and Work phases if: 1. The quality of on-going Work is unacceptable; 2. Changes are made in applicable quality control staff, on-site production supervision or crews; 3. Work on a task is resumed after a substantial period of inactivity; or 4. Other quality problems develop. ARTICLE 22 — FINAL RESOLUTION OF DISPUTES 22.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Agreeing with the other party to submit the dispute to a dispute resolution process; or 2. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if the parties do not mutually agree to a dispute resolution process. No provision of this Agreement shall be construed as consent to a lawsuit. No provision of this Agreement shall waive any immunity or defense. ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY 23.01 Policy A. It is the policy of the City of Corpus Christi that maximum opportunity is afforded minorities, women, low income persons and Minority/Disadvantaged Business Enterprises (M/DBE) to participate in the performance of contracts awarded by the City of Corpus Christi in support of Equal Employment Opportunity goals and objectives of the Affirmative Action Policy Statement of the City dated October 1989, and any amendments thereto. In accordance with such policy, the City has established goals, as stated herein, both for minority and female participation by trade and for Minority Business Enterprise. FMAC Master Agreement Exhibit B 23.02 Definitions A. Prime Contractor: Any person, firm, partnership, corporation, association, or joint venture as herein provided which has been awarded a City contract. B. Subcontractor: Any named person, firm, partnership, corporation, association, or joint venture herein identified as providing work, labor, services, supplies, equipment, materials, or any combination of the foregoing under contract with a prime contractor on a City contract. C. Minority/Disadvantaged Business Enterprise: A business enterprise that is owned and controlled by one or more minority person(s) or socially and economically disadvantaged individual(s). Minority/Disadvantaged person(s) must collectively own, operate and/or actively manage, and share in payments from such an enterprise in the manner hereinafter set forth: 1. Owned: a. For a sole proprietorship to be deemed a minority business enterprise, it must be owned by a minority person. b. For an enterprise doing business as a partnership, at least 51 percent of the assets or interest in the partnership property must be owned by one or more minority person(s). c. For an enterprise doing business as a corporation, at least 51 percent of the assets or interest in the corporate shares must be owned by one or more minority person(s). 2. Controlled: a. The primary power, direct or indirect, to manage a business enterprise rests with a minority person(s). 3. Share in Payments: a. Minority partners, proprietors, or stockholders of the business enterprise, must be entitled to receive 51 percent or more of the total profits, bonuses, dividends, interest payments, commissions, consulting fees, rents, procurement, and subcontract payments, and any other monetary distribution paid by the business enterprise. D. Minority: Minority persons include Blacks, Mexican -Americans and other persons of Hispanic origin, American Indians, Alaskan Natives, and Asians or Pacific Islanders. For the purposes of this policy, women are also considered as minorities. E. Socially and economically disadvantaged individual: Any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who has been subjected to racial or ethnic prejudice or cultural bias within American society because of his or her identity as a member of a group and without regard to his or her individual qualities. The social disadvantage must stem from circumstances beyond the individual's control. F. Female Owned Business Enterprise: A sole proprietorship that is owned and controlled by a woman, a partnership at least 51 percent of whose assets or partnership interests are owned by one or more women, or a corporation at least 51 percent of whose assets or interests in the corporate shares are owned by one or more women. G. Joint Venture: A joint venture means an association of two or more persons, partnerships, corporations, or any combination thereof, founded to carry on a single business activity which is limited in scope and direction. The degree to which a joint venture may satisfy the stated MBE goal cannot exceed the proportionate interest of the MBE as a member of the joint venture in the Work to be performed by the joint venture. For example, a joint venture which is to perform 50 percent of the Work itself and in which a minority joint venture partner FMAC Master Agreement Exhibit B has a 50 percent interest, shall be deemed equivalent to having minority participation in 25 percent of the Work. Minority members of the joint venture must have financial, managerial, or technical skills in the Work to be performed by the joint venture. 23.03 Goals A. The goals for participation by minorities and Minority Business Enterprises expressed in percentage terms for the Contractor's aggregate work force on all construction Work for the Contract award shall be as specified in SECTION 00 21 13 INVITATION TO BID AND INSTRUCTIONS TO BIDDERS. B. These goals are applicable to all the construction work (regardless of federal participation) performed in the Contract, including approved Change Orders. The hours of minority employment must be substantially uniform throughout the length of the Contract and in each trade. The transfer of minority employees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's percentage is prohibited. 23.04 Compliance A. Upon completion of the Project, a final breakdown of MBE participation, substantiated by copies of paid invoices, shall be submitted by the Contractor to the City Engineer. B. Make bi-weekly payroll submittals to the City Engineer. The Contractor is to indicate the percent of minority and female participation, by trade, which has been utilized on the Project. Along with the request for final payment on the Project, the Contractor will indicate, in writing, the overall participation in these areas which have been achieved. The City Engineer may withhold monthly or final payments to the Contractor for failure to submit bi-weekly payrolls in a timely fashion or to submit overall participation information as required. ARTICLE 24 — DOCUMENT MANAGEMENT 24.01 Work Included A. Submit documentation as required by the Contract Documents and as reasonably requested by the OPT. 24.02 Quality Assurance A. Submit legible, accurate, complete documents presented in a clear, easily understood manner. Documents not meeting these criteria will be returned without review. 24.03 Contractor's Responsibilities A. Review documents prior to submitting. Make certifications as required by the Contract Documents and as indicated on forms provided. B. Provide a Schedule of Documents to list the documents that are to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that documents must be returned to comply with the Project schedule. Use the form provided for this list. C. Incorporate the dates for processing documents into the Progress Schedule required by Article 27. 1. Provide documents in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of documents when preparing the Progress Schedule. Assume a 14 day review cycle for each document unless a longer period of time is indicated in the Contract Documents or agreed to by Designer and Contractor. FMAC Master Agreement Exhibit B 3. Schedule submittal of documents to provide all information for interrelated Work at one time. 4. Allow adequate time for processing documents so construction of the Project is not delayed. 24.04 Document Submittal A. Submit documents through the Designer. Send all documents in digital format for processing. 1. Provide all information requested with a completed Document Transmittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. 2. The Document Transmittal form is to be the first page in the document submitted. 3. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the document. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 24.05 Document Numbering A. Assign a number to the documents originated to allow tracking of the documents during the review process. 1. Assign the number consisting of a prefix, a sequence number, and a letter suffix. Prefixes shall be as follows: Prefix 1 Description Originator AP Application for Payment Contractor CO Change Order OAR CP Change Proposal Contractor CTR Certified Test Report Contractor FO Field Order OAR NBC Notification by Contractor Contractor PD Photographic Documentation Contractor FMAC Master Agreement Exhibit B Prefix Description Originator RCP Request for a Change Proposal OAR RD Record Data Contractor RFI Request for Information Contractor SD Shop Drawing Contractor SCH Schedule of Progress Contractor 2. Issue sequence numbers in chronological order for each type of document. 3. Issue numbers for resubmittals that have the same number as the original document followed by an alphabetical suffix indicating the number of times the same document has been sent to the Designer for processing. For example: SD 025 A represents Shop Drawing number 25 and the letter "A" designates that this is the second time this document has been sent for review. 4. Clearly note the document number on each page or sheet of the document. 5. Correct assignment of numbers is essential since different document types are processed in different ways. B. Include reference the Drawing number and/or Specification Section, detail designation, schedule, or location that corresponds with the data on the document transmittal forms. Other identification may also be required, such as layout drawings or schedules to allow the reviewer to determine where a particular product is to be used. 24.06 Document Requirements A. Furnish documents as indicated below or in individual Specification Sections. Submit documents per the procedures described in the Contract Documents. B. Submit documents per the Specification Section shown in the following table: Document Type Section Application for Payment Article 17 Change Proposal Article 12 Certified Test Report Article 25 for approval of product Article 21 to demonstrate compliance Notification by Contractor Article 20 Photographic Documentation Article 28 Progress Schedules Article 27 Record Data Article 26 Request for Information Article 20 Shop Drawing Article 25 Schedule of Values Article 17 Substitutions Article 12 Suppliers and Subcontractors Articles 20 and 26 FMAC Master Agreement Exhibit B ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 25.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 25.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 25.03 Contractor's Responsibilities A. Provide Shop Drawings as required by Paragraph 25.03 of the Supplementary Conditions. B. Include Shop Drawings in the Schedule of Documents required by Article 24 to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by Article 27. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting the Shop Drawing for a least a second review. Assume a 14 -day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; FMAC Master Agreement Exhibit B 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawings; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawings are complete for their intended purpose; and 5. Conflicts between the Shop Drawings related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 25.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; FMAC Master Agreement Exhibit B 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 25.05 Special Certifications and Reports A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 25.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 -year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 25.07 Shop Drawing Submittal Procedures A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. FMAC Master Agreement Exhibit B b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 25.08.A. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. FMAC Master Agreement Exhibit B 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 -day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 25.03. 25.08 Sample and Mockup Submittal Procedures A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. FMAC Master Agreement Exhibit B 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 25.09 Requests for Deviation A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. FMAC Master Agreement Exhibit B 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. FMAC Master Agreement Exhibit B E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 25.11 Resubmission Requirements A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. 5. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. ARTICLE 26 — RECORD DATA 26.01 Work Included A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: FMAC Master Agreement Exhibit B 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents require for record purposes. 26.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 26.03 Contractor's Responsibilities A. Submit Record Data in accordance with SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. Include Record Data in the Schedule of Documents required by Article 24 to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. FMAC Master Agreement Exhibit B 26.04 Record Data Requirements A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 26.05 Special Certifications and Reports A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. 26.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 26.07 Record Data Submittal Procedures A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. FMAC Master Agreement Exhibit B d. Submit color PDF documents where color is required to interpret the Record Data. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 26.03. 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. FMAC Master Agreement Exhibit B 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE 27.01 Requirements A. Prepare and submit a Progress Schedule for the Work and update the schedule on a monthly basis for the duration of the Project. B. Provide schedule in adequate detail to allow Owner to monitor progress and to relate document processing to sequential activities of the Work. C. Incorporate and specifically designate the dates of anticipated submission of documents and the dates when documents must be returned to the Contractor into the schedule. D. Assume complete responsibility for maintaining the progress of the Work per the schedule submitted. E. Take the requirements of SECTION 01 35 00 SPECIAL PROCEDURES into consideration when preparing schedule. 27.02 Document Submittal A. Submit Progress Schedules in accordance with Article 24. B. Submit a preliminary schedule within 10 days after the Notice of Award. The schedule is to be available at the pre -construction conference. C. Submit a detailed schedule at least 10 days prior to the first payment request. D. Submit Progress Schedules updates monthly with Applications for Payment to indicate the progress made on the Project to that date. Failure to submit the schedule may cause delay in the review and approval of Applications for Payment. FMAC Master Agreement Exhibit B 27.03 Schedule Requirements A. Schedule is to be in adequate detail to: 1. Assure adequate planning, scheduling, and reporting during the execution of the Work; 2. Assure the coordination of the Work of the Contractor and the various Subcontractors and Suppliers; 3. Assist in monitoring the progress of the Work; and 4. Assist in evaluating proposed changes to the Contract Times and Project schedule. B. Provide personnel with 5 years' minimum experience in scheduling construction work comparable to this Project. Prepare the schedule using acceptable scheduling software. C. Provide the schedule in the form of a computer generated critical path schedule which includes Work to be performed on the Project. It is intended that the schedule accomplish the following: 1. Give early warning of delays in time for correction. 2. Provide detailed plans for the execution of the Work in the form of future activities and events in sequential relationships. 3. Establish relationships of significant planned Work activities and provide a logical sequence for planned Work activities. 4. Provide continuous current status information. 5. Allow analysis of the Contractor's program for the completion of the Project. 6. Permit schedules to be revised when the existing schedule is not achievable. 7. Log the progress of the Work as it actually occurs. D. Prepare a time scaled CPM arrow or precedence diagram to indicate each activity and its start and stop dates. 1. Develop Milestone dates and Project completion dates to conform to time constraints, sequencing requirements and Contract completion date. 2. Use calendar day durations while accounting for holidays and weather conditions in the projection of the duration of each activity. 3. Clearly indicate the critical path for Work to complete the Project. E. Provide a time scaled horizontal bar chart which indicates graphically the Work scheduled at any time during the Project. The chart is to indicate: 1. Complete sequence of construction by activity; 2. Identification of the activity by structure, location, and type of Work; 3. Chronological order of the start of each item of Work; 4. The activity start and stop dates; 5. The activity duration; 6. Successor and predecessor relationships for each activity; 7. A clearly indicated single critical path; and S. Projected percentage of completion, based on dollar value of the Work included in each activity as of the first day of each month. FMAC Master Agreement Exhibit B F. Provide a schedule incorporating the Schedule of Documents provided in accordance with Article 24 indicating: 1. Specific date each document is to be delivered to the Designer. 2. Specific date each document must be received in order to meet the proposed schedule. 3. Allow a reasonable time to review documents, taking into consideration the size and complexity of the document, other documents being processed, and other factors that may affect review time. 4. Allow time for re -submission of each document. Contractor is responsible for delays associated with additional time required to review incomplete or erroneous documents and for time lost when documents are submitted for products that do not meet Specification requirements. 27.04 Schedule Revisions A. Revise the schedule if it appears that the schedule no longer represents the actual progress of the Work. 1. Submit a written report if the schedule indicates that the Project is more than 30 days behind schedule. The report is to include: a. Number of days behind schedule; b. Narrative description of the steps to be taken to bring the Project back on schedule; and c. Anticipated time required to bring the Project back on schedule. 2. Submit a revised schedule indicating the action that the Contractor proposes to take to bring the Project back on schedule. B. Revise the schedule to indicate any adjustments in Contract Times approved by Modification. 1. Include a revised schedule with Change Proposals if a change in Contract Times is requested. 2. OPT will deem any Change Proposal that does not have a revised schedule and request for a change in Contract Times as having no impact on the ability of the Contractor to complete the Project within the Contract Times. C. Updating the Project schedule to reflect actual progress is not considered a revision to the Project schedule. D. Applications for Payment may not be recommended for payment without a revised schedule and if required, the report indicating the Contractor's plan for bringing the Project back on schedule. 27.05 Float Time A. Define float time as the amount of time between the earliest start date and the latest start date of a chain of activities on the construction schedule. B. Float time is not for the exclusive use or benefit of either the Contractor or Owner. C. Where several subsystems each have a critical path, the subsystem with the longest time of completion is the critical path and float time is to be assigned to other subsystems. D. Contract Times cannot be changed by the submission of a schedule. Contract Times can only be modified by a Change Order or Contract Amendment. E. Schedule completion date must be the same as the Contract completion date. Time between the end of construction and the Contract completion date is float time. FMAC Master Agreement Exhibit B ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 28.01 Work Included A. Provide a video recording of the Site prior to the beginning of construction. 1. Record the condition of all existing facilities in or abutting the construction area (right-of-way) including but not limited to streets, curb and gutter, utilities, driveways, fencing, landscaping, etc. 2. Record after construction staking is complete but prior to any clearing. 3. Provide one copy of the recording, dated and labeled to the OAR before the start of construction. Provide additional recording as directed by the OAR if the recording provided is not considered suitable for the purpose of recording pre-existing conditions. B. Furnish an adequate number of photographs of the Site to clearly depict the completed Project. 1. Provide a minimum of ten different views. 2. Photograph a panoramic view of the entire Site. 3. Photograph all significant areas of completed construction. 4. Completion photographs are not to be taken until all construction trailers, excess materials, trash, and debris have been removed. 5. Employ a professional photographer approved by the OAR to photograph the Project. 6. Provide one aerial photograph of the Site from an angle and height to include the entire Site while providing adequate detail. C. All photographs, video recordings, and a digital copy of this media are to become the property of the Owner. Photographs or recordings may not be used for publication, or public or private display without the written consent of the Owner. 28.02 Quality Assurance A. Provide clear photographs and recordings taken with proper exposure. View photographs and recordings in the field and take new photographs or recordings immediately if photos of an adequate print quality cannot be produced or video quality is not adequate. Provide photographs with adequate quality and resolution to permit enlargements. 28.03 Document Submittal A. Submit photographic documentation as Record Data in accordance with Article 24. B. Submit two DVDs of the video recording as Record Data in accordance with Article 24. 28.04 Photographs A. Provide photographs in digital format with a minimum resolution of 1280 x 960, accomplished without a digital zoom. B. Take photographs at locations acceptable to the OAR. C. Provide two color prints of each photograph and a digital copy on a DVD of each photograph taken. D. Identify each print on back with: 1. Project name. FMAC Master Agreement Exhibit B 2. Date, time, location, and orientation of the exposure. 3. Description of the subject of photograph. E. Submit photographs in clear plastic sheets designed for photographs. Place only one photograph in each sheet to allow the description on the back to be read without removing the photograph. F. Final photographs are to include two 8 -by -10 -inch glossy color prints for each of ten photographs selected by the OAR. These photographs are in addition to normal prints. 28.05 Video Recording A. Provide digital format on DVD that can be played with Windows Media Player in common format in full screen mode. B. Identify Project on video by audio or visual means. C. Video file size should not exceed 400 MB. D. Video resolution shall be 1080p. E. The quality of the video must be sufficient to determine the existing conditions of the construction area. Camera panning must be performed while at rest, do not pan the camera while walking or driving. Camera pans should be performed at intervals sufficient to clearly view the entire construction area. F. DVD shall be labeled with construction stationing and stationing should be called out, voice recorded, in the video. G. The entire construction area recording shall be submitted at once. Sections submitted separately will not be accepted. H. Pipeline projects should be recorded linearly from beginning to end. ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. FMAC Master Agreement Exhibit B 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. 29.03 Reinspection Fees A. Owner may impose a Set-off against the Application for Payment in accordance with the General Conditions to compensate the OPT for additional visits to the Project if additional Work is required. 29.04 Closeout Documents Submittal A. Record Documents per Article 20. B. Warranties and bonds. C. Equipment installation reports on equipment. D. Shop Drawings, Record Data, and other documents as required by the Contract Documents. E. Evidence of continuing insurance and bond coverage as required by the Contract Documents. F. Final Photographs per Article 28. 29.05 Transfer of Utilities A. Transfer utilities to the Owner when the Certificate of Substantial Completion has been issued and the Work has been occupied by the Owner. B. Submit final meter readings for utilities and similar data as of the date the Owner occupied the Work. 29.06 Warranties, Bonds and Service Agreements A. Provide warranties, bonds, and service agreements required by the Contract Documents. FMAC Master Agreement Exhibit B B. The date for the start of warranties, bonds, and service agreements is established per the Contract Documents. C. Compile warranties, bonds, and service agreements and review these documents for compliance with the Contract Documents. 1. Provide a log of all equipment covered under the 1 -year correction period specified in the Contract Documents and all products for which special or extended warranties or guarantees are provided. Index the log by Specification Section number on forms provided. Include items 2.e through 2.g below in the tabulation. 2. Provide a copy of specific warranties or guarantees under a tab indexed to the log. Each document is to include: a. A description of the product or Work item; b. The firm name, with the name of the principal, address, and telephone number; c. Signature of the respective Supplier or Subcontractor to acknowledge existence of the warranty obligation for extended warranties and service agreements; d. Scope of warranty, bond, or service agreement; e. Indicate the start date for the correction period specified in the Contract Documents for each product and the date on which the specified correction period expires. f. Indicate the start date for extended warranties for each product and the date on which the specified extended warranties period expires. g. Start date, warranty or guarantee period, and expiration date for each warranty, bond, and service agreement; h. Procedures to be followed in the event of a failure; and i. Specific instances that might invalidate the warranty or bond. D. Submit digital copies of the documents to the Designer for review. E. Submit warranties, bonds, and service agreements within 10 days after equipment or components are placed in service. ARTICLE 30 — MISCELLANEOUS 30.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 30.02 Owner's Right to Audit Contractor's Records A. By execution of the Contract, Contractor grants Owner the right to audit, examine, inspect and/or copy, at Owner's election at all reasonable times during the term of this Contract and for a period of four (4) years following the completion or termination of the Work, all of Contractor's written and electronically stored FMAC Master Agreement Exhibit B records and billings relating to the performance of the Work under the Contract Documents. The audit, examination or inspection may be performed by an Owner designee, which may include its internal auditors or an outside representative engaged by Owner. Contractor agrees to retain its records for a minimum of four (4) years following termination of the Contract, unless there is an ongoing dispute under the Contract, then, such retention period must extend until final resolution of the dispute. As used in these General Conditions, "Contractor written and electronically stored records" include any and all information, materials and data of every kind and character generated as a result of the work under this Contract. Examples of Contractor written and electronically stored records include, but are not limited to: accounting data and reports, billings, books, general ledgers, 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, Subcontractor agreements, Supplier agreements, rental equipment proposals, federal and state tax filings for any issue in question, along with any and all other agreements, sources of information and matters that may, in Owner's sole judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Documents. B. Owner agrees to exercise the right to audit, examine or inspect Contractor's records only during regular business hours. Contractor agrees to allow Owner and/or Owner's designee access to all of the Contractor's Records, Contractor's facilities, and current or former employees of Contractor, deemed necessary by Owner or its designee(s), to perform such audit, inspection or examination. Contractor also agrees to provide adequate and appropriate work space necessary for Owner or its designees to conduct such audits, inspections or examinations. C. Contractor must include this Paragraph 30.02 in any Subcontractor, supplier or vendor contract. 30.03 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership or formal business organization of any kind. 30.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 30.04 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. 30.05 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses or damages sustained by Contractor's Team associated with other projects or anticipated projects. FMAC Master Agreement Exhibit B 30.06 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Contract. 30.07 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 30.08 Survival of Obligations A. Representations, indemnifications, warranties, guarantees and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 30.09 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 30.10 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the prior written consent of the Owner. 30.11 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 30.12 Controlling Law A. This Contract 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, Texas. 30.13 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. 30.14 Waiver of Trial by Jury A. Owner and Contractor 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 Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 30.15 Attorney Fees A. The Parties expressly agree that, in the event of litigation, all parties waive rights to payment of attorneys' fees that otherwise might be recoverable, pursuant to the Texas Civil Practice and Remedies Code Chapter 38, Texas Local Government Code §271.153, the Prompt Payment Act, common law or any other provision for payment of attorney's fees. FMAC Master Agreement Exhibit B 30.16 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. No qualified person shall on the basis of race, color, religion, national origin, gender, age or disability be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. C. Comply with all applicable federal, state and city laws, rules and regulations. 30.17 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 30.18 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason, funds are not appropriated in any given year, the Owner may direct immediate suspension or termination of the Contract with no additional liability to the Owner. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contractor may request payment for reasonable demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 30.19 Contract Sum A. The Contract Sum is stated in the Contract and, including authorized adjustments, is the total maximum not - to -exceed amount payable by Owner to Contractor for performance of the Work under the Contract Documents. Contractor accepts and agrees that all payments pursuant to this Contract are subject to the availability and appropriation of funds by the Corpus Christi City Council. If funds are not available and/or appropriated, this Contract shall immediately be terminated with no liability to any party to this Contract. 30.20 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. 30.21 Notices. A. Any notice required to be given to Owner under any provision in this Contract must include a copy to OAR by mail or e-mail. END OF SECTION FMAC Master Agreement Exhibit B CITY OF CORPUS CHRISTI FACILITIES MULTIPLE AWARD CONTRACT (FMAC) MASTER AGREEMENT Project No. 19002A This Agreement is entered into on , 2019 between 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 and Gourley Contracting LLC, a Limited Liability Texas Corporation, 4921 Ambassador Row, Corpus Christi, Texas 78416 (Contractor). WHEREAS, Texas Government Code Chapter 2269, Subchapter I authorizes the City to contract for the maintenance, repair, alteration, renovation, remediation or minor construction of city -owned facilities when the work is of a recurring nature, but the delivery times, type and quantities of work required are indefinite; WHEREAS, the City's Department of Engineering Services issued a Request for Proposals No. 2018-06 - Master Agreement for Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities to provide services on an on-call or as -needed basis, through individually priced Task Orders for the maintenance, repair, alteration, renovation, remediation or construction of facilities; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I — FACILITIES MULTIPLE AWARD CONTRACT PROGRAM 1.1 The City has awarded, or will award one or more FMAC Master Agreements. 1.2 This Agreement consists of the following documents, which specify the terms and conditions that the parties agree to comply with throughout the term of the Agreement: 1.2.1 RFP No. 2018-06 and Addenda 1.2.2 Contractor's Proposal, including all attachments and exhibits, submitted in response to RFP No. 2018-06 (Exhibit A). 1.2.3 This FMAC Master Agreement, including all attachments and exhibits. 1.2.4 Specifications, forms and documents listed in SECTION 00 01 00 TABLE OF CONTENTS (Exhibit B). 1.3 The parties agree to comply with the Agreement and any additional terms and conditions specified in the FMAC Task Orders issued hereunder. 1.4 This Agreement is a competitively awarded master agreement with an undefined Scope of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as -needed basis, through individually priced FMAC Task Orders. Page 1 Rev. 10/18 1.5 This Agreement and any Task Order applies only to an improved or unimproved facility that is a building, or a structure or land tied to a building. Task Orders will require a variety of minor construction, repair, rehabilitation or alteration services, including but not limited to services for three areas: general, mechanical/electrical/plumbing (MEP) and roofing. 1.5.1 Minor construction may include a range of services from new office construction (as well as demolition) to completing a new floor plan, etc. 1.5.2 Repair is defined as work that involves the reestablishment of a broken system, component or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock and/or air conditioning systems, etc. 1.5.3 Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system to restore functionality. 1.5.4 Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 1.6 Contractor must provide all labor, services, equipment, materials, tools, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals and quality control necessary to complete all services agreed to in a timely manner as required by the Contract Documents throughout the term of the Agreement. 1.7 Contractor's Project General Manager shall be knowledgeable in multiple disciplines, including electrical, mechanical, HVAC, paving, landscaping, painting, roofing, and plumbing. 1.8 Contractor's goal on any project is to perform at least 30% of the Work, measured as a percentage of the Contract Price, using its own employees. 1.9 Contractor may be required to submit a Safety Plan to the City within 15 calendar days after Award of Agreement. The Safety Plan must address all aspects of the Contractor's safety procedures, including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. ARTICLE II — PERIOD OF SERVICE AND COMPENSATION 2.1 The base term of this Agreement is for two years with the option to administratively renew annually for not more than three additional years. For a maximum of five total years. 2.2 The maximum aggregate price for work during any one year of this Agreement's term is $2,500,000.00. 2.3 City shall pay Contractor in current funds for performance of each Task Order in accordance with both this Agreement and the Task Order as the work progresses. Page 2 Rev. 10/18 2.4 This Agreement provides for no guaranteed minimum amount of Task Orders, no amount of work, and no dollar amount. 2.5 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE III - FMAC TASK ORDER 3.1 The Facilities Multiple Award Contract Task Order will be for a defined Scope of Work to be performed within a set period. 3.2 Except for emergencies, each Task Order will be competitively procured by requesting sealed proposals from each FMAC Contractor. 3.2.1 The Request for Task Order Proposal (RFTOP) will specify the date and time that sealed proposals will be publicly opened. 3.2.2 The RFTOP will include evaluation criteria, including but not limited to: price, past performance, experience with similar sites, knowledge and capability of personnel, capacity, safety, and other factors that directly impact the quality of work to be delivered. 3.2.3 The City shall have the right to reject all proposals, cancel a proposed project, or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the Contractor for the preparation and submission of a Task Order Proposal regardless of project outcome. 3.2.4 Contractor must submit a preliminary schedule with each proposal. 3.2.5 The mobilization for each Task Order Proposal shall not exceed 5%. If mobilization bid item exceeds 5%, Contractor agrees that City will recalculate the mobilization extended amounts using the standard 5% mobilization cost. 3.2.6 Contractor must submit subcontractor pricing with each Task Order Proposal. 3.3 Contractor is required to submit a Task Order Proposal to at least 80% of the RFTOP. A contractor that fails to participate and does not submit a Task Order Proposal to at least 80% of the City's requests may not be considered for contract renewals or continuation in the program. 3.4 Each FMAC Task Order Agreement will incorporate by reference this Agreement including Section 00 72 00 General Conditions. Contractor must comply with the terms and conditions of this Agreement throughout the term of the Agreement and during the performance of each Task Order. 3.5 Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and efficient manner for the prices and conditions set out in the Page 3 Rev. 10/18 Task Order Proposal, and as provided under this Agreement, and the Task Order Agreement. 3.6 Contractor must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing with a Notice to Proceed (NTP). 3.7 Contractor shall provide performance and payment bonds if required by law based on the amount of the Task Order, or if otherwise required by the City. At a minimum, the Contractor will be required to provide a payment bond on all Task Orders that exceed $50,000, and a performance bond on all Task Orders that exceed $100,000. Performance and payment bonds are further described in Exhibit B. Texas Government Code 2253.021 3.8 Contractor agrees to return the signed Task Order Agreement with required insurance and bonds to the City within 10 days of being awarded a Task Order. If the signed Task Order Agreement is not returned within 10 days, the City may cancel the award. 3.9 If design services, construction drawings and/or plans are required, the City shall obtain these services from city resources, or from a third -party consultant. The Contractor will not be permitted to contract with or hire consultants. 3.10 Performance periods will be agreed upon with each Task Order, and liquidated damages may be assessed for late completion of Task Orders in accordance with the Agreement. 3.11 Contractor shall warrant that work performed conforms to the Task Order requirements and is free of any defect in equipment, material or design furnished or workmanship performed by the Contractor or any of its subcontractors or suppliers at any tier. 3.12 All work provided by the Contractor shall be warranted for a minimum period of one year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Scope of Work. ARTICLE IV — SCHEDULING OF WORK 4.1 The first day of performance shall be the effective date specified in the Task Order Agreement. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Notice to Proceed shall be at the Contractor's risk and expense. 4.2 Contractor shall submit a preliminary Critical Path Method (CPM) schedule with the Task Order Proposal. Contractor shall provide the City with an updated CPM schedule that includes all items of work at the kick-off/preconstruction meeting. Contractor must submit an updated CPM schedule with each payment application. 4.3 The Contractor shall execute the Work to completion within the time set forth in the Task Order. The performance period shall include allowance for mobilization, holidays, weekends, inclement weather, cleanup and project acceptance procedures. Page 4 Rev. 10/18 4.4 When the Contractor considers the Work to be complete, and ready for its intended use, Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The Contractor shall promptly proceed to complete or correct listed items. 4.5 Contractor shall ensure that the purchase, delivery, and storage of materials and equipment shall be made without interference to the City operations and personnel. 4.6 Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. If said items cannot be replaced within its original location, the City shall designate alternate location(s) for placement. 4.7 Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private or public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. 4.8 Contractor shall be responsible for providing all necessary traffic control, to include but not limited to, street blockages, traffic cones, flagmen, etc. as required for each Task Order. Proposed traffic control methods must be submitted to the City for approval prior to commencement of work. 4.9 Contractor shall be responsible for obtaining payments and all required permits applicable to performance under any single Task Order placed against this contract. For contractor to be reimbursed, a line item will be included in the pay estimate form for all required City permits. ARTICLE V — INDEMNIFICATION 5.1 Contractor agrees to indemnify the City in accordance with Article 7 of Section 00 72 00 General Conditions, attached as Exhibit B. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Texas law requires that contractors, subcontractors and others must be covered under Workers' Compensation insurance, authorized self-insurance, or a workers' compensation coverage agreement. Throughout the terms of this Agreement, and any renewals thereto, such coverage must be provided. Contractor shall comply with the Insurance Requirements for Workers' Compensation Coverage as described and shown in Section 00 72 00 General Conditions, attached as Exhibit B. 6.2 Contractor shall comply with the Insurance Requirements for each Task Order as described in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. Page 5 Rev. 10/18 ARTICLE VII — WAGE RATE REQUIREMENTS 7.1 Contractor, and any subcontractors, are required to pay Davis -Bacon wage rates as described in Section 00 72 00 General Conditions, attached as Exhibit B. 7.2 The prevailing wage rates for each Task Order will be specified in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to the Contractor at the address of record. 8.2 In this event, the Contractor will be compensated for its services on all work completed and accepted by the City at the time of termination. ARTICLE IX — OTHER PROVISIONS 9.1 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Contractor, 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 Contractor. 9.2 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 9.3 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm The form must then be printed, signed, and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html 9.4 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secreta ry/conflict-disclosure/index 9.5 Boycott Israel. As required by Chapter 2270, Government Code, Contractor hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Page 6 Rev. 10/18 9.6 Captions. The captions, titles, and headings in this Agreement are merely for convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. CITY OF CORPUS CHRISTI GO RLEY CONT -ACTING LLC Jeff H. Edmonds, P. E. Date Jam s Gourley, / Date Director of Engineering Services Vic President 4 • -1 Ambassador Row Corpus Christi, TX 78416 APPROVED AS TO LEGAL FORM (361) 883-3766 jamesg@gourleycontracting.com Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 7 Rev. 10/18 EXHIBIT A - PROPOSAL FMAC Master Agreement Exhibit A EXHIBIT B — TABLE OF CONTENTS AND GENERAL CONDITIONS Division / Section Title FMAC Master Agreement 00 72 00 General Conditions Division 00 Procurement and Contracting Requirements 00 30 01 Bid Form - FMAC Task Order 00 52 25 Task Order Agreement 00 61 13 Performance Bond 00 61 16 Payment Bond 00 73 00 Supplementary Conditions Division 01 General Requirements — FMAC TASK ORDER 01 11 00 Summary of Work 01 23 10 Alternates and Allowances 01 29 01 Measurement and Basis for Payment 01 33 01 Submittal Register 01 35 00 Special Procedures 01 50 00 Temporary Facilities and Controls 01 57 00 Temporary Controls Part S Standard Specifications — FMAC TASK ORDER SECTION # *SECTION TITLE* Part T Technical Specifications — FMAC TASK ORDER SECTION# -T *SECTION TITLE* END OF SECTION FMAC Master Agreement Exhibit B 00 72 00 GENERAL CONDITIONS Table of Contents Page Article 1— Definitions and Terminology 17 1.01 Defined Terms 17 1.02 Terminology 21 Article 2 - Preliminary Matters 22 2.01 Delivery of Bonds and Evidence of Insurance 22 2.02 Copies of Documents 23 2.03 Before Starting Construction 23 2.04 Preconstruction Conference; Designation of Authorized Representatives 23 Article 3 - Contract Documents: Intent, Requirements, Reuse 23 3.01 Intent 23 3.02 Reference Standards 24 3.03 Reporting and Resolving Discrepancies 25 3.04 Interpretation of the Contract Documents 25 3.05 Reuse of Documents 26 Article 4 - Commencement and Progress of the Work 26 4.01 Commencement of Contract Times; Notice to Proceed 26 4.02 Starting the Work 26 4.03 Progress Schedule 26 4.04 Delays in Contractor's Progress 26 Article 5 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 28 5.01 Availability of Lands 28 5.02 Use of Site and Other Areas 28 5.03 Subsurface and Physical Conditions 28 5.04 Differing Subsurface or Physical Conditions 29 5.05 Underground Facilities 30 5.06 Hazardous Environmental Conditions at Site 31 Article 6 - Bonds and Insurance 33 6.01 Performance, Payment, and Other Bonds 33 6.02 Licensed Sureties 33 6.03 Required Minimum Insurance Coverage 33 6.04 General Insurance Provisions 34 6.05 Contractor's Insurance 34 6.06 Property Insurance 37 FMAC Master Agreement Exhibit B 6.07 Waiver of Rights 38 6.08 Owner's Insurance for Project 38 6.09 Acceptable Evidence of Insurance 38 6.10 Certificate of Insurance 39 6.11 Insurance Policies 39 6.12 Continuing Evidence of Coverage 39 6.13 Notices Regarding Insurance 39 6.14 Texas Workers' Compensation Insurance Required Notice 39 Article 7 - Contractor's Responsibilities 41 7.01 Supervision and Superintendence 41 7.02 Labor; Working Hours 41 7.03 Services, Materials, and Equipment 42 7.04 Concerning Subcontractors, Suppliers, and Others 42 7.05 Patent Fees and Royalties 43 7.06 Permits 44 7.07 Taxes 44 7.08 Laws and Regulations 44 7.09 Safety and Protection 45 7.10 Safety Representative 45 7.11 Hazard Communication Programs 46 7.12 Emergencies 46 7.13 Contractor's General Warranty and Guarantee 46 7.14 Indemnification 46 7.15 Delegation of Professional Design Services 48 Article 8 - Other Work at the Site 49 8.01 Other Work 49 8.02 Coordination 49 8.03 Legal Relationships 49 Article 9 - Owner's and OPT's Responsibilities 50 9.01 Communications to Contractor 50 9.02 Replacement of Owner's Project Team Members 50 9.03 Furnish Data 50 9.04 Pay When Due 50 9.05 Lands and Easements; Reports and Tests 50 9.06 Insurance 50 9.07 Modifications 50 9.08 Inspections, Tests, and Approvals 50 9.09 Limitations on OPT's Responsibilities 51 9.10 Undisclosed Hazardous Environmental Condition 51 FMAC Master Agreement Exhibit B 9.11 Compliance with Safety Program 51 Article 10 — OAR's and Designer's Status During Construction 51 10.01 Owner's Representative 51 10.02 Visits to Site 51 10.03 Resident Project Representatives 51 10.04 Rejecting Defective Work 51 10.05 Shop Drawings, Modifications and Payments 51 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work 52 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 52 Article 11— Amending the Contract Documents; Changes in the Work 52 11.01 Amending and Supplementing the Contract Documents 52 11.02 Owner -Authorized Changes in the Work 53 11.03 Unauthorized Changes in the Work 53 11.04 Change of Contract Price 53 11.05 Change of Contract Times 54 11.06 Change Proposals 54 11.07 Execution of Change Orders 55 11.08 Notice to Surety 56 Article 12 — Change Management 56 12.01 Requests for Change Proposal 56 12.02 Change Proposals 56 12.03 Designer Will Evaluate Request for Modification 57 12.04 Equal Non Specified Products 57 12.05 Substitutions 58 Article 13 — Claims 58 13.01 Claims 58 13.02 Claims Process 59 Article 14 — Prevailing Wage Rate Requirements 60 14.01 Payment of Prevailing Wage Rates 60 14.02 Records 60 14.03 Liability; Penalty; Criminal Offense 61 14.04 Prevailing Wage Rates 61 Article 15 — Cost of the Work; Allowances; Unit Price Work 61 15.01 Cost of the Work 61 15.02 Allowances 63 15.03 Unit Price Work 64 FMAC Master Agreement Exhibit B 15.04 Contingencies 64 Article 16-Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 65 16.01 Access to Work 65 16.02 Tests, Inspections, and Approvals 65 16.03 Defective Work 66 16.04 Acceptance of Defective Work 66 16.05 Uncovering Work 66 16.06 Owner May Stop the Work 67 16.07 Owner May Correct Defective Work 67 Article 17 - Payments to Contractor; Set-Offs; Completion; Correction Period 68 17.01 Progress Payments 68 17.02 Application for Payment 69 17.03 Schedule of Values 71 17.04 Schedule of Anticipated Payments and Earned Value 72 17.05 Basis for Payments 72 17.06 Payment for Stored Materials and Equipment 73 17.07 Alternates and Allowances 73 17.08 Retainage and Set-Offs 74 17.09 Procedures for Submitting an Application for Payment 74 17.10 Responsibility of Owner's Authorized Representative 75 17.11 Contractor's Warranty of Title 76 17.12 Substantial Completion 76 17.13 Partial Utilization 76 17.14 Final Inspection 76 17.15 Final Application for Payment 76 17.16 Final Payment 77 17.17 Waiver of Claims 77 17.18 Correction Period 77 Article 18 - Suspension of Work and Termination 78 18.01 Owner May Suspend Work 78 18.02 Owner May Terminate for Cause 78 18.03 Owner May Terminate For Convenience 79 Article 19 - Project Management 80 19.01 Work Included 80 19.02 Quality Assurance 80 19.03 Document Submittal 80 19.04 Permits 80 19.05 Safety Requirements 80 FMAC Master Agreement Exhibit B 19.06 Access to the Site 81 19.07 Contractor's Use of Site 81 19.08 Protection of Existing Structures and Utilities 82 19.09 Pre -Construction Exploratory Excavations 82 19.10 Disruption of Services/Continued Operations 83 19.11 Field Measurements 83 19.12 Reference Data and Control Points 83 19.13 Delivery and Storage 83 19.14 Cleaning During Construction 84 19.15 Maintenance of Roads, Driveways, and Access 85 19.16 Area Access and Traffic Control 85 19.17 Overhead Electrical Wires 85 19.18 Blasting 86 19.19 Archeological Requirements 86 19.20 Endangered Species Resources 86 19.21 Cooperation with Public Agencies 86 Article 20 - Project Coordination 87 20.01 Work Included 87 20.02 Document Submittal 87 20.03 Communication During Project 87 20.04 Project Meetings 87 20.05 Requests for Information 89 20.06 Decision and Action Item Log 89 20.07 Notification By Contractor 90 20.08 Record Documents 90 Article 21- Quality Management 92 21.01 Contractor's Responsibilities 92 21.02 Quality Management Activities by OPT 93 21.03 Contractor's Use of OPT's Test Reports 93 21.04 Documentation 94 21.05 Standards 94 21.06 Delivery and Storage 94 21.07 Verification Testing for Corrected Defects 95 21.08 Test Reports 95 21.09 Defective Work 95 21.10 Limitation of Authority of Testing Laboratory 96 21.11 Quality Control Plan 96 21.12 Implement Contractor's Quality Control Plan 97 Article 22 - Final Resolution of Disputes 98 FMAC Master Agreement Exhibit B 22.01 Methods and Procedures 98 Article 23 - Minority/MBE/DBE Participation Policy 98 23.01 Policy 98 23.02 Definitions 99 23.03 Goals 100 23.04 Compliance 100 Article 24 - Document Management 100 24.01 Work Included 100 24.02 Quality Assurance 100 24.03 Contractor's Responsibilities 100 24.04 Document Submittal 101 24.05 Document Numbering 101 24.06 Document Requirements 102 Article 25 - Shop Drawings 103 25.01 Work Included 103 25.02 Quality Assurance 103 25.03 Contractor's Responsibilities 103 25.04 Shop Drawing Requirements 104 25.05 Special Certifications and Reports 105 25.06 Warranties and Guarantees 105 25.07 Shop Drawing Submittal Procedures 105 25.08 Sample and Mockup Submittal Procedures 107 25.09 Requests for Deviation 108 25.10 Designer Responsibilities 108 25.11 Resubmission Requirements 110 Article 26 - Record Data 110 26.01 Work Included 110 26.02 Quality Assurance 111 26.03 Contractor's Responsibilities 111 26.04 Record Data Requirements 112 26.05 Special Certifications and Reports 112 26.06 Warranties and Guarantees 112 26.07 Record Data Submittal Procedures 112 26.08 Designer's Responsibilities 113 Article 27 - Construction Progress Schedule 114 27.01 Requirements 114 27.02 Document Submittal 114 27.03 Schedule Requirements 115 FMAC Master Agreement Exhibit B 27.04 Schedule Revisions 116 27.05 Float Time 116 Article 28 - Video and Photographic documentation 117 28.01 Work Included 117 28.02 Quality Assurance 117 28.03 Document Submittal 117 28.04 Photgraphs 117 28.05 Video Recording 118 Article 29 - Execution and Closeout 118 29.01 Substantial Completion 118 29.02 Final Inspections 119 29.03 Reinspection Fees 119 29.04 Closeout Documents Submittal 119 29.05 Transfer of Utilities 119 29.06 Warranties, Bonds, and Service Agreements 119 Article 30 - Miscellaneous 120 30.01 Computation of Times 120 30.02 Owner's Right to Audit Contractor's Records 120 30.03 Independent Contractor 121 30.04 Cumulative Remedies 121 30.05 Limitation of Damages 121 30.06 No Waiver 122 30.07 Severability 122 30.08 Survival of Obligations 122 30.09 No Third Party Beneficiaries 122 30.10 Assignment of Contract 122 30.11 No Waiver of Sovereign Immunity 122 30.12 Controlling Law 122 30.13 Conditions Precedent to Right to Sue 122 30.14 Waiver of Trial by Jury 122 30.15 Attorney Fees 122 30.16 Compliance with Laws 123 30.17 Enforcement 123 30.18 Subject to Appropriation 123 30.19 Contract Sum 123 30.20 Contractor's Guarantee as Additional Remedy 123 30.21 Notices. 123 FMAC Master Agreement Exhibit B ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. FMAC Master Agreement Exhibit B 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; FMAC Master Agreement Exhibit B b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. FMAC Master Agreement Exhibit B 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. FMAC Master Agreement Exhibit B 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. FMAC Master Agreement Exhibit B 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. FMAC Master Agreement Exhibit B B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement (either electronic or printed) and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule, which must be a Critical Path Method (CPM) Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and FMAC Master Agreement Exhibit B d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. 5. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the FMAC Master Agreement Exhibit B Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. S. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. FMAC Master Agreement Exhibit B B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner so directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. No Damages for Delay: Contractor shall receive no compensation for delays or hindrances to the Work, except in the case of direct interference with means and methods by the OPT. In no event shall the Contractor be entitled to any compensation or recovery of any special damages in connection with any delays, including without limitation: consequential damages, lost opportunity costs, impact damages, or other similar damages. Owner's exercise of any of its rights or remedies under the Contract Documents (including without limitation ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of Owner's exercise of such rights or remedies, shall not be construed FMAC Master Agreement Exhibit B as active interference in the Contractor's performance of the Work. An extension of Contract Time, to the extent permitted, shall be the sole remedy of the Contractor for any acknowledged delays. Contractor agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; 3. Acts of war or terrorism; and 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article 5: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and 3. Hazardous Environmental Conditions. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. Claims for adjustment to the Contract Price or Contract Times that do not comply with Article 13 are waived. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. FMAC Master Agreement Exhibit B ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. FMAC Master Agreement Exhibit B C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. FMAC Master Agreement Exhibit B Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; FMAC Master Agreement Exhibit B 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. FMAC Master Agreement Exhibit B C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor is entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. FMAC Master Agreement Exhibit B ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. 6.03 Required Minimum Insurance Coverage A. Obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. Deliver evidence of insurance in accordance with the Supplementary Conditions to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. FMAC Master Agreement Exhibit B 6.04 General Insurance Provisions A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with this Article 6 and the Supplementary Conditions. B. Provide endorsements to the policies as outlined in this Article. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of endorsements and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 6.05 Contractor's Insurance A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. FMAC Master Agreement Exhibit B 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. The expected coverage is that which would be included in a commercially available ISO Commercial General Liability policy and should provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; and 4. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Article and the Supplementary Conditions. Insurance is to remain in effect for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. If required by the Supplementary Conditions, provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; e) Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work while in transit or in storage. FMAC Master Agreement Exhibit B 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14, and all other contractual indemnity obligations of Contractor in the Contract Documents. Industry standard ISO Contractual Liability coverage will meet this obligation. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. E. For Projects with a Contract Value that exceeds $5,000,000, purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for Owners Indemnitees as defined in Article 1; and 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long- term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Article must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Article or the Supplementary Conditions or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. FMAC Master Agreement Exhibit B 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. J. The coverage requirements for specific policies of insurance must be met directly by those policies and may not rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 6.06 Property Insurance A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Article and the Supplementary Conditions or those required by Laws and Regulations and must comply with the requirements of Paragraph 6.09. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. FMAC Master Agreement Exhibit B D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 17.13. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Article and the Supplementary Conditions. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. 6.07 Waiver of Rights A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in the Supplementary Conditions. B. All policies purchased in accordance with this Article are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contain provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 6.08 Owner's Insurance for Project A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. 6.09 Acceptable Evidence of Insurance A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. FMAC Master Agreement Exhibit B 6.10 Certificate of Insurance A. Submit Certificates of Insurance meeting the following requirements: 1. Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 6.11 Insurance Policies A. If requested by the Owner, provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles. B. Contractor may block out (redact) any proprietary information or confidential premium pricing information contained in any policy or endorsement furnished under this Contract. 6.12 Continuing Evidence of Coverage A. Provide updated, revised, or new evidence of insurance in accordance this Article and the Supplementary Conditions prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. 6.13 Notices Regarding Insurance A. Notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. 6.14 Texas Workers' Compensation Insurance Required Notice A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, FMAC Master Agreement Exhibit B regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; FMAC Master Agreement Exhibit B 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by this section, with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. Regular working hours are between 7:00 a.m. and 6:00 p.m. unless other times are specifically authorized in writing by OAR. FMAC Master Agreement Exhibit B C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 17.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Documents. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. Under no circumstances shall any Subcontractor debarred under Chapter 41 of The Code of Ordinances, City of Corpus Christi, be deemed acceptable to Owner. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. FMAC Master Agreement Exhibit B E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the FMAC Master Agreement Exhibit B payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. This Project is not exempt from City permits and fees unless expressly stated otherwise. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. FMAC Master Agreement Exhibit B D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes. 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. FMAC Master Agreement Exhibit B 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR to pay or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 INDEMNIFICATION A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK AND/OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONTRACT, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY FMAC Master Agreement Exhibit B INJURY, DEATH OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE SOLE NEGLIGENCE OF AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES SOLE NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM. D. The indemnification obligations of this Paragraph 7.14 are not limited by the amount or type of damages, compensation or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. The indemnification obligations of this Paragraph 7.14 shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by Contractor. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and FMAC Master Agreement Exhibit B 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. FMAC Master Agreement Exhibit B ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. Utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor FMAC Master Agreement Exhibit B or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Article 17. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. FMAC Master Agreement Exhibit B 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. FMAC Master Agreement Exhibit B B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval FMAC Master Agreement Exhibit B must be made by a Change Order. A Change Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. If negotiations under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05 are unsuccessful, Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive.. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification. 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 16.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. 11.04 Change of Contract Price A. The Contract Price for authorized Work can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 13. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 15.03, where the Work involved is covered by unit prices in the Contract Documents; FMAC Master Agreement Exhibit B 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 15.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents and the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute, whichever is greater. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 15.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 15.01.C.4, and 15.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. 11.05 Change of Contract Times A. The Contract Times for authorized Work can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 13. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. FMAC Master Agreement Exhibit B B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 13. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, b. Required because Defective Work was accepted under Paragraph 16.04 or Owner's correction of Defective Work under Paragraph 16.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 13. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the FMAC Master Agreement Exhibit B Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. If the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, the Change Order is deemed to be in full force as if executed by Contractor. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for assification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and FMAC Master Agreement Exhibit B 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. 12.04 Equal Non Specified Products A. The products of the listed Suppliers are to be furnished where Specifications list several manufacturers but do not specifically list "or equal" or "or approved equal" products. Use of any products other than those specifically listed is a substitution. Follow the procedures in Paragraph 12.05 for a substitution. B. Contractor may submit other manufacturers' products that are in full compliance with the Specification where Specifications list one or more manufacturers followed by the phase "or equal" or "or approved equal. 1. Submit a Shop Drawing as required by Article 25 to document that the proposed product is equal or superior to the specified product. 2. Prove that the product is equal. It is not the OPT's responsibility to prove the product is not equal. a. Indicate on a point by point basis for each specified feature that the product is equal to the Contract Document requirements. b. Make a direct comparison with the specified manufacturer's published data sheets and available information. Provide this printed material with the Shop Drawing. c. The decision of the Designer regarding the acceptability of the proposed product is final. FMAC Master Agreement Exhibit B II 3. Provide a typewritten certification that, in furnishing the proposed product as an equal, the Contractor: a. Has thoroughly examined the proposed product and has determined that it is equal or superior in all respects to the product specified. b. Has determined that the product will perform in the same manner and result in the same process as the specified product. c. Will provide the same warranties and/or bonds as for the product specified. d. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the product into the construction and will waive all claims for additional Work which may be necessary to incorporate the product into the Project which may subsequently become apparent. e. Will maintain the same time schedule as for the specified product. 4. A Change Proposal is not required for any product that is in full compliance with the Contract Documents. If the product is not in full compliance, it may be offered as a Substitution. 12.05 Substitutions A. Substitutions are defined as any product that the Contractor proposes to provide for the Project in lieu of the specified product. Submit a Change Proposal per Paragraph 12.02 along with a Shop Drawing as required by Article 25 to request approval of a substitution. B. Prove that the product is acceptable as a substitute. It is not the Designer's responsibility to prove the product is not acceptable as a substitute. 1. Indicate on a point by point basis for each specified feature that the product is acceptable to meet the intent of the Contract Documents requirements. 2. Make a direct comparison with the specified Suppliers published data sheets and available information. Provide this printed material with the documents submitted. 3. The decision of the Designer regarding the acceptability of the proposed substitute product is final. C. Provide a written certification that, in making the substitution request, the Contractor: 1. Has determined that the substituted product will perform in substantially the same manner and result in the same ability to meet the specified performance as the specified product. 2. Will provide the same warranties and/or bonds for the substituted product as specified or as would be provided by the manufacturer of the specified product. 3. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the substituted product into the Project and will waive all claims for additional Work which may be necessary to incorporate the substituted product into the Project which may subsequently become apparent. 4. Will maintain the same time schedule as for the specified product. D. Pay for review of substitutions in accordance with Article 25. ARTICLE 13 — CLAIMS 13.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. Seeking an adjustment of Contract Price or Contract Times; FMAC Master Agreement Exhibit B 2. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; 3. Contesting OPT's decision regarding a Change Proposal; 4. Seeking resolution of a contractual issue that OAR has declined to address; or 5. Seeking other relief with respect to the terms of the Contract. 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and FMAC Master Agreement Exhibit B Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. Venue for any mediation or lawsuit filed under this Agreement shall be in Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement in any court having jurisdiction thereof. 4. Nothing in this Agreement shall be construed as consent to a lawsuit. No provision of the Agreement shall waive any immunity or defense. L. Contractor may appeal a Claim that is denied in whole or in part by filing such appeal with Owner within 30 days following the denial. Owner will have 60 days to review the appeal and respond to Contractor. If Owner does not respond within 60 days after receipt of the appeal, the appeal shall be deemed denied. M. Notify the OAR if efforts to resolve the Claim are not successful, and the Claim is denied. N. If the entity receiving a Claim approves the Claim in whole or in part or denies it in whole or in part or if Owner denies an appealed Claim, this action is final and binding unless the other entity invokes the procedure described in Article 22 for final resolution of disputes within 30 days after this action. O. If the Owner and Contractor reach a mutual agreement regarding a Claim, the results of the agreement or action on the Claim will be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times. P. Both parties shall continue to perform all obligations under the Agreement during the pendency of any dispute or disagreement relating to this Agreement, unless performance would be impracticable or impossible under the circumstances. ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS 14.01 Payment of Prevailing Wage Rates A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. B. Contractor and its Subcontractors are required to pay Davis -Bacon Wage Rates. C. Contractor and its Subcontractors are required to pay laborers and mechanics an overtime rate of not less than one and one-half times the basic rate for all hours worked in excess of forty hours in a given workweek. 14.02 Records A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and FMAC Master Agreement Exhibit B 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 14.03 Liability; Penalty; Criminal Offense A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. B. Tex. Gov't Code §2258.023(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed on each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. 14.04 Prevailing Wage Rates A. Use the Prevailing Wage Rates specified in the Supplementary Conditions. ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 15.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 15.01, except those excluded in Paragraph 15.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 15.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost- plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the FMAC Master Agreement Exhibit B Work is being used under provisions of Paragraph 15.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 15.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; FMAC Master Agreement Exhibit B e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 15.01.C.1 or specifically covered by Paragraph 15.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 15.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 15.01. 15.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. FMAC Master Agreement Exhibit B B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 15.02.6.1 and 15.02.6.2 above are included in the Contract Price. C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 15.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 15.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 15.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 15.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. FMAC Master Agreement Exhibit B B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 15.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 16.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 16.02 Tests, Inspections and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; FMAC Master Agreement Exhibit B 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 16.03 Defective Work A. It is Contractor's obligation to ensure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 16.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 17 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 17 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. 16.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. FMAC Master Agreement Exhibit B B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 16.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 16.07 Owner May Correct Defective Work A. Owner may remedy deficiencies in the Work after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 16.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 16.07 are to be charged against Contractor as a set-off against payments due under Article 17. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. FMAC Master Agreement Exhibit B E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 16.07. ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 17.01 Progress Payments A. Progress payment requests are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in this Article 17. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 17.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 15.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 15.01, 15.02 and 15.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 16.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; j. Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; g. FMAC Master Agreement Exhibit B I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; P. q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 17.02 Application for Payment A. Submit Applications for Payment for completed Work and for materials and equipment in accordance with the Supplementary Conditions, the Agreement, and this Article 17. The Contract Price is to include costs for: 1. Providing the Work in accordance with the Contract Documents; 2. Installing Owner furnished equipment and materials; 3. Providing Work for Alternates and Allowances; 4. Commissioning, start-up, training and initial maintenance and operation; S. Acceptance testing in manufacturer's facilities or on Site; 6. All home office overhead costs and expenses, including profit made directly or indirectly for the Project; FMAC Master Agreement Exhibit B 7. Project management, Contract administration, field office, and field operations staff, including supervision, clerical support, and technology system support; 8. Professional services including design fees, legal fees, and other professional services; 9. Bonds and insurance; 10. Permits, licenses, patent fees, and royalties; 11. Taxes; 12. Providing all documents and Samples required by the Contract Documents; 13. Facilities and equipment at the Site including: a. Field offices, office furnishings, and all related office supplies, software, and equipment, b. Storage facilities for Contractor's use, storage facilities for stored materials and equipment, including spare parts storage, c. Shops, physical plant, construction equipment, small tools, vehicles, technology and telecommunications equipment, d. Safety equipment and facilities to provide safe access and working conditions for workers and for others working at the Site, e. Temporary facilities for power and communications, f. Potable water and sanitation facilities, and g. Mobilization and demobilization for all of these facilities and equipment; 14. Products, materials, and equipment stored at the Site or other suitable location; 15. Products, materials, and equipment permanently incorporated into the Project; 16. Temporary facilities for managing water, including facilities for pumping, storage, and treatment as required for construction and protection of the environment; 17. Temporary facilities for managing environment conditions and Constituents of Concern; 18. Temporary facilities such as sheeting, shoring, bracing, formwork, embankments, storage facilities, working areas, and other facilities required for construction of the Project; 19. Temporary and permanent facilities for protection of all overhead, surface, or underground structures or features; 20. Temporary and permanent facilities for removal, relocation, or replacement of any overhead, surface, or underground structures or features; 21. Products, materials, and equipment consumed during the construction of the Project; 22. Contractor labor and supervision to complete the Project, including that provided through Subcontractors or Suppliers; 23. Correcting Defective Work during the Contract Times, during the Correction Period, or as required to meet any warranty provision of the Contract Documents; 24. Risk associated with weather and environmental conditions, start-up, and initial operation of facilities including equipment, processes, and systems; 25. Contractor's safety programs, including management, administration, and training; FMAC Master Agreement Exhibit B 26. Maintenance of facilities, including equipment, processes, and systems until operation is transferred to Owner; 27. Providing warranties, extended or special warranties, or extended service agreements; 28. Cleanup and disposal of any and all surplus materials; and 29. Demobilization of all physical, temporary facilities not incorporated into the Project. B. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price. C. Provide written approval of the surety company providing Bonds for the Schedule of Values, Application for Payment form, and method of payment prior to submitting the first Application for Payment. Submit approval using the Consent of Surety Company to Payment Procedures form provided. Payment will not be made without this approval. D. OAR may withhold processing Applications for Payment if any of the following processes or documentation are not up to date: 1. Progress Schedule per Article 27. 2. Project photographs per Article 28. 3. Record Documents per Article 20. 4. Documentation required to comply with Owner's Minority / MBE / DBE Participation Policy. 5. Certified payroll documentation required by the Contract Documents. 6. Documentation required to substantiate any approved Project deviation, including overruns of Designer's estimated quantity. 7. Documentation required by funding agency per Section 00 74 00. 17.03 Schedule of Values A. Submit a detailed Schedule of Values for the Work at least 10 days prior to submitting the first Application for Payment. B. Submit the Schedule of Values in the form provided in Attachment A to the Application for Payment - Tabulation of Earned Value of Original Contract Performed. C. Do not submit an Application for Payment until the Schedule of Values has been approved by the OAR. D. If unit prices are included in the Agreement, use each unit price line item in the Agreement as a unit price line item in the Schedule of Values. E. Divide lump sum line items, including Subcontractor and Supplier amounts in the Schedule of Values into smaller components to allow more accurate determination of the earned value for each item. 1. Provide adequate detail to allow a more accurate determination of the earned value expressed as a percentage of Work completed for each item. 2. Line items may not exceed $50,000.00, unless they are for products, materials, or equipment permanently incorporated into the Project that cannot be subdivided into units or subassemblies. 3. Lump sum items may be divided into an estimated number of units to determine earned value. a. The estimated number of units times the cost per unit must equal the lump sum amount for that line item. FMAC Master Agreement Exhibit B b. Contractor will receive payment for the lump sum for the line item, regardless of the number of units installed, unless an adjustment is made by Change Order. 4. Include Contractor's overhead and profit in each line item in proportion to the value of the line item to the Contract Price. 5. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price for each item. 6. These line items may be used to establish the value of Work to be added or deleted from the Project. 7. The sum of all values listed in the schedule must equal the total Contract Price. F. Subdivide each line item in the Schedule of Values into two payment components. The first component is the direct cost for products, materials, and equipment permanently incorporated into the Project. The second component is all other cost associated with the item in the Agreement. The sum of the two components must equal the value of the line item in the Schedule of Values. G. Where a percentage of the line value is allowed for a specified stage of completion, show the value for each stage of completion as a component of that line item cost. 17.04 Schedule of Anticipated Payments and Earned Value A. Submit a schedule of the anticipated Application for Payments showing the application numbers, submission dates, and the anticipated amount to be requested. Incorporate retainage into the development of this schedule of anticipated payments. B. Submit a tabulation of the anticipated Total Earned Value of Fees, Work, and Materials to create a graphic (curve) representation of the anticipated progress on the Project each month. Adjust this table and curve to incorporate Modifications. Use this curve to compare actual progress on the Project each month by comparing the anticipated cumulative Total Earned Value of Fees, Work, and Materials to the actual Total Earned Value of Fees, Work, and Materials each month. Use the comparison of values to determine performance on budget and schedule. C. Update the Schedule of Payments as necessary to provide a reasonably accurate indication of the funds required to make payments each month to the Contractor for Work performed. 17.05 Basis for Payments A. Lump Sum Contracts: 1. Payment will be made for the earned value of Work completed during the payment period expressed as a percentage of Work completed for each line item during the payment period per the Contract Documents. 2. Payment amount is the value of Work completed per the Contract Documents multiplied by the percentage of Work completed. 3. Payment for lump sum items divided into an estimated number of units to determine earned value per Paragraph 17.03.E.3 will be made for the measured number of units. 4. Payment for stored materials and equipment will be made per Paragraph 17.06. B. Unit Price Contracts: 1. Payment will be made for the actual quantity of Work completed during the payment period and for materials and equipment stored during the payment period per the Contract Documents. FMAC Master Agreement Exhibit B a. Payment amount is the Work quantity measured per the Contract Documents multiplied by the unit prices for that line item in the Agreement. b. Payment for stored materials and equipment will be made per Paragraph 17.06. 2. Measure the Work described in the Agreement for payment. Payment will be made only for the actual measured and/or computed length, area, solid contents, number, and weight, unless other provisions are made in the Contract Documents. Payment on a unit price basis will not be made for Work outside finished dimensions shown in the Contract Documents. Include cost for waste, overages, and tolerances in the unit price for that line item. 17.06 Payment for Stored Materials and Equipment A. Store materials and equipment properly at the Site. 1. Payment will be made for the invoice amount less the specified retainage. 2. Payment for materials and equipment show in the Application for Payment on Attachment A or Attachment B - Tabulation of Work on Approved Contract Modifications will be made for the invoice amount, up to the value shown in the Schedule of Values for that line item. Costs for material and equipment in excess of the value shown in the Schedule of Values may not be added to other line items. 3. Payment will be made in full for the value shown in the line item for products and materials if invoices for materials and equipment are less than the amount shown in the line item and it can be demonstrated that no additional materials or equipment are required to complete Work described in that item. 4. Provide invoices at the time materials are included on Attachment D to the Application for Payment - Tabulation of Values for Materials and Equipment. Include invoice numbers on Attachment D so that a comparison can be made between invoices and amounts included on Attachment D. B. Provide a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of Liens. Provide documentation of payment for materials and equipment with the next Application for Payment. Adjust payment to the amount actually paid if this differs from the invoice amount. Remove items from the tabulation of materials and equipment if this documentation is not provided. Payment will not be made for material and equipment without documentation of payment. C. Contractors can be paid for non-perishable materials on hand stored at the site, provided that invoices are furnished to the City for verification of the material value, and that Contractor provides documents, satisfactory to the City, that show that the material supplier has been paid for the materials delivered to the work site. D. Provide evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest. E. The Work covered by progress payments becomes the property of the Owner at the time of payment. The Contractor's obligations with regard to proper care and maintenance, insurance, and other requirements are not changed by this transfer of ownership until accepted in accordance with the General Conditions. F. Payment for materials and equipment does not constitute acceptance of the product. 17.07 Alternates and Allowances A. Include amounts for specified Alternate Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. B. Include amounts for specified Allowances for Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. FMAC Master Agreement Exhibit B 17.08 Retainage and Set -Offs A. Retainage will be withheld from each Application for Payment per the Agreement. Retainage will be released per the General Conditions. B. Reduce payments for set -offs per the General Conditions. Include Attachment C — Tabulation of Set -Offs in the Application for Payment. 17.09 Procedures for Submitting an Application for Payment A. Submit a draft Application for Payment to the OAR each month at least 20 days before the date established in the Agreement for Owner to make progress payments. Do not submit Applications for Payment more often than monthly. Review the draft Application for Payment with the OAR to determine concurrence with: 1. The earned value for each lump sum item including the value of properly stored and documented materials and equipment for each item in the original Contract. 2. The quantity of Work completed for each unit price item. 3. Set -offs included in the Application for Payment. 4. Values requested for materials and equipment consistent with invoices for materials and equipment. B. Submit Applications for Payment monthly through the OAR after agreement has been reached on the draft Application for Payment. 1. Number each application sequentially and include the dates for the application period. 2. Show the total amounts for earned value of original Contract performed, earned value for Work on approved Contract Amendments and Change Orders, retainage, and set -offs. Show total amounts that correspond to totals indicated on the attached tabulation for each. 3. Include Attachment A to show the earned value on each line item in the Schedule of Values for Work shown in the original Contract. 4. Include Attachment B to show the earned value on line items for approved Change Orders. Add items to Attachment B as Change Orders are approved. Change Orders must be approved before payment can be made on Change Order items. 5. Include Attachment C to document set -offs required per the Contract Documents. Show each set-off as it is applied. Show a corresponding line item to reduce the set-off amount if a payment held by a set- off is released for payment. 6. Include Attachment D to allow tracking of invoices used to support amounts requested as materials in Attachments A and B. Enter materials to show the amount of the invoice assigned to each item in Attachment A or B if an invoice includes materials used on several line items. 7. Complete the certification stating that all Work, including materials and equipment, covered by this Application for Payment have been completed or delivered and stored in accordance with the Contract Documents, that all amounts have been paid for Work, materials, and equipment for which previous payments have been made by the Owner, and that the current payment amount shown in this Application for Payment is now due. C. Submit attachments in Portable Document Format (PDF): 1. Generate attachments to the Application for Payment using the Excel spreadsheet provided. FMAC Master Agreement Exhibit B 2. Submit PDF documents with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. 17.10 Responsibility of Owner's Authorized Representative A. OAR will review draft Application for Payment with Contractor to reach an agreement on the values that will be recommended for payment by the OAR. B. OAR will review Application for Payment submitted by Contractor to determine that the Application for Payment has been properly submitted and is in accordance with the agreed to draft Application for Payment. C. OAR is to either recommend payment of the Application for Payment to Owner or notify the Contractor of the OPT's reasons for not recommending payment. Contractor may make necessary corrections and resubmit the Application for Payment if it is not recommended within 10 days after receipt of the notice. OAR will review resubmitted Application for Payment and reject or recommend payment of the Application for Payment to Owner as appropriate. D. OAR's recommendation of the Application for Payment constitutes a representation by OPT that based on their experience and the information available: 1. The Work has progressed to the point indicated; 2. The quality of the Work is generally in accordance with the Contract Documents; and 3. Requirements prerequisite to payment have been met. E. This representation is subject to: 1. Further evaluation of the Work as a functioning whole; 2. The results of subsequent tests called for in the Contract Documents; or 3. Any other qualifications stated in the recommendation. F. OPT does not represent by recommending payment: 1. Inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or 2. Other matters or issues between the parties that might entitle Contractor to additional compensation or entitle Owner to withhold payment to Contractor may or may not exist. G. Neither OPT's review of Contractor's Work for the purposes of recommending payments nor OAR's recommendation of payment imposes responsibility on OPT: 1. To supervise, direct, or control the Work; 2. For the means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs; 3. For Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; 4. To make examinations to ascertain how or for what purposes Contractor has used the monies paid on account of the Contract Price; or S. To determine that title to the Work, materials, or equipment has passed to Owner free and clear of Liens. FMAC Master Agreement Exhibit B 17.11 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 17.12 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work within 30 days after Contractor's notification to determine if the Work is substantially complete. OAR, within 120 days after receipt of Contractor's notification, is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 17.13 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 17.12 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 17.14 Final Inspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 17.13 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 17.15 Final Application for Payment A. Include adjustments to the Contract Price in the final Application for Payment for: 1. Approved Change Orders and Contract Amendments, 2. Allowances not previously adjusted by Change Order, FMAC Master Agreement Exhibit B 3. Deductions for Defective Work that has been accepted by the Owner, 4. Penalties and bonuses, 5. Deductions for liquidated damages, 6. Deduction for all final set -offs, and 7. Other adjustments if needed. B. OAR will prepare a final Change Order reflecting the approved adjustments to the Contract Price which have not been covered by previously approved Change Orders and if necessary reconcile estimate unit price quantities with actual quantities. 17.16 Final Payment A. Make final Application for Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 17.17 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 17.14; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 22 and specifically noted in the Certificate of Final Completion. 17.18 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer period of time prescribed by the terms of the Contract Documents. FMAC Master Agreement Exhibit B B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 17.18.A and 17.18.6 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of loss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or system is placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 17.18.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 17.18. G. Contractor's obligations under this Paragraph 17.18 are in addition to other obligations or warranties. The provisions of this Paragraph 17.18 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION 18.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. 18.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, FMAC Master Agreement Exhibit B d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 18.02.A.4. Owner may terminate Contractor's performance under this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that Contractor's performance under the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 18.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated Contractor's performance under the Contract for cause. E. Owner may elect not to proceed with termination of Contractor's performance under the Contract under this Paragraph 18.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 18.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination of Contractor's performance does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 18.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. FMAC Master Agreement Exhibit B ARTICLE 19 — PROJECT MANAGEMENT 19.01 Work Included A. Furnish resources required to complete the Project with an acceptable standard of quality within the Contract Times. B. Construct Project in accordance with current safety practices. C. Manage Site to allow access to Site and control construction operations. D. Construct temporary facilities to provide and maintain control over environmental conditions at the Site. Remove temporary facilities when no longer needed. E. Provide temporary controls for pollutions, management of water and management of excess earth as required in SECTION 01 57 00 TEMPORARY CONTROLS. 19.02 Quality Assurance A. Employ competent workmen, skilled in the occupation for which they are employed. Provide Work meeting quality requirements of the Contract Documents. B. Remove Defective Work from the Site immediately unless provisions have been made and approved by the OPT to allow repair of the product at the Site. Clearly mark Work as Defective until it is removed or allowable repairs have been completed. 19.03 Document Submittal A. Provide documents in accordance with Article 24. 1. Provide copies of Supplier's printed storage instructions prior to furnishing materials or products and installation instructions prior to beginning the installation. 2. Incorporate field notes, sketches, recordings, and computations made by the Contractor in Record Data. 19.04 Required Permits A. Obtain building permits for the Project from the local authorities having jurisdiction. Pay building permit fees and include this cost in the Contract Price. B. Obtain environmental permits required for construction at the Site. C. Provide required permits for transporting heavy or oversized loads. D. Provide other permits required to conduct any part of the Work. E. Arrange for inspections and certification by agencies having jurisdiction over the Work. F. Make arrangements with private utility companies and pay for fees associated with obtaining services, or for inspection fees. G. Retain copies of permits and licenses at the Site and observe and comply with all regulations and conditions of the permit or license. 19.05 Safety Requirements A. Manage safety to protect the safety and welfare of persons at the Site. FMAC Master Agreement Exhibit B B. Provide safe access to move through the Site. Provide protective devices to warn and protect from hazards at the Site. C. Provide safe access for those performing tests and inspections. D. Comply with latest provisions of the Occupational Health and Safety Administration and other Laws and Regulation. E. Cooperate with accident investigations. Provide two copies of all reports, including insurance company reports, prepared concerning accidents, injury, or death related to the Project to the OAR as Record Data per Article 26. 19.06 Access to the Site A. Maintain access to the facilities at all times. Do not obstruct roads, pedestrian walks, or access to the various buildings, structures, stairways, or entrances. Provide safe access for normal operations during construction. B. Provide adequate and safe access for inspections. Leave ladders, bridges, scaffolding, and protective equipment in place until inspections have been completed. Construct additional safe access if required for inspections. C. Use roadways for construction traffic only with written approval of the appropriate representatives of each entity. Obtain written approval to use roads to deliver heavy or oversized loads to the Site. Furnish copies of the written approvals to the Owner as Record Data per Article 26. 19.07 Contractor's Use of Site A. Limit the use of Site for Work and storage to those areas designated on the Drawings or approved by the OAR. Coordinate the use of the premises with the OAR. B. Provide security at the Site as necessary to protect against vandalism and loss by theft. C. Do not permit alcoholic beverages or illegal substances on the Site. Do not allow persons under the influence of alcoholic beverages or illegal substances to enter or remain on the Site at any time. Persons on Site under the influence of alcoholic beverages or illegal substances will be permanently prohibited from returning to the Site. Criminal or civil penalties may also apply. D. Park construction equipment in designated areas only and provide spill control measures as discussed in SECTION 01 57 00 TEMPORARY CONTROLS. E. Park employees' vehicles in designated areas only. F. Obtain written permission of the Owner before entering privately -owned land outside of the Owner's property, rights-of-way, or easements. G. Do not allow the use of audio devices, obnoxious, vulgar or abusive language, or sexual harassment in any form. These actions will cause immediate and permanent removal of the offender from the premises. Criminal or civil penalties may apply. H. Require Workers to wear clothing that is inoffensive and meets safety requirements. Do not allow sleeveless shirts, shorts, exceedingly torn, ripped, or soiled clothing to be worn on the Project. I. Do not allow firearms or weapons of any sort to be brought on to the Site under any conditions. No exception is to be made for persons with concealed handgun permits. Remove any firearms or weapons and the person possessing these firearms or weapons immediately from the Site. FMAC Master Agreement Exhibit B 19.08 Protection of Existing Structures and Utilities A. Examine the Site and review the available information concerning the Site. Locate utilities, streets, driveways, fences, drainage structures, sidewalks, curbs, and gutters. Verify the elevations of the structures adjacent to excavations. Report any discrepancies from information in the Contract Documents to the OAR before beginning construction. B. Determine if existing structures, poles, piping, or other utilities at excavations will require relocation or replacement. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES. Coordinate Work with local utility company and others for the relocation or replacement. C. Protect buildings, utilities, street surfaces, driveways, sidewalks, curb and gutter, fences, wells, drainage structures, piping, valves, manholes, electrical conduits, and other systems or structures unless they are shown to be replaced or relocated on the Drawings. Restore damaged items to the satisfaction of the OPT and utility owner. D. Carefully support and protect all structures and/or utilities so that there will be no failure or settlement where excavation or demolition endangers adjacent structures and utilities. Do not take existing utilities out of service unless required by the Contract Documents or approved by the OAR. Notify and cooperate with the utility owner if it is necessary to move services, poles, guy wires, pipelines, or other obstructions. E. Protect existing trees and landscaping at the Site. 1. Identify trees that may be removed during construction with OPT. 2. Mark trees to be removed with paint. 3. Protect trees to remain from damage by wrapping trunks with 2 x 4 timbers around the perimeter, securely wired in place, where machinery must operate around existing trees. Protect branches and limbs from damage by equipment. 4. Protect root zone from compaction. 19.09 Pre -Construction Exploratory Excavations A. Excavate and expose existing pipelines that cross within 20 feet of Project pipelines prior to any Work. Survey the line to determine its exact vertical and horizontal location at each point the existing pipeline may potentially conflict with the Work. B. Excavate and expose existing parallel pipelines at 300 feet intervals (maximum) for existing pipelines which are within 10 feet of Project pipelines. Survey the line to determine its exact vertical and horizontal location at each point where the line is excavated and exposed. C. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES indicating the owner of pipelines excavated and surveyed and all pertinent survey data, including the station where lines cross or conflicts may exist and the distance to the pavement centerline and elevations of the top of existing pipelines. D. Do not perform Work on the Project until all exploratory excavations have been completed and the Plan of Action has been approved by the OAR. E. Unless specifically indicated otherwise in the Bid Form, no separate payment will be made for pre - construction exploratory excavations. Include the cost for pre -construction exploratory excavations in the unit price for the pipe construction or other applicable feature. When necessary, pavement repairs associated with exploratory excavations that are beyond the limits of the new pavement will be paid for at the unit prices for pavement repair when an item is included in the Bid Form. When an item for pavement repair is not included in the Bid Form, the cost should be included in the unit price for the pipe construction or other applicable feature. FMAC Master Agreement Exhibit B 19.10 Disruption of Services/Continued Operations A. Existing facilities are to continue in service as usual during the construction unless noted otherwise. Owner of utilities must be able to operate and maintain the facilities. Keep disruptions to existing utilities, piping, process piping, or electrical services to a minimum. 1. Do not restrict access to critical valves or operators. 2. Limit operations to the minimum amount of space needed to complete the specified Work. 3. Maintain storm sewers and sanitary sewers in service at all times. Provide temporary service around the construction or otherwise construct the structure in a manner that the flow is not restricted. B. Provide a Plan of Action in accordance with SECTION 0135 00 SPECIAL PROCEDURES if facilities must be taken out of operation. 19.11 Field Measurements A. Perform complete field measurements prior to purchasing products or beginning construction for products required to fit existing conditions. B. Verify property lines, control lines, grades, and levels indicated on the Drawings. C. Check Shop Drawings and indicate the actual dimensions available where products are to be installed. D. Include field measurements in Record Data as required in Article 26. 19.12 Reference Data and Control Points A. The OPT will provide the following control points: 1. Base line or grid reference points for horizontal control. 2. Benchmarks for vertical control. B. Locate and protect control points prior to starting the Work and preserve permanent reference points during construction. Designated control points may be on an existing structure or monument. Do not change or relocate points without prior approval of the OAR. Notify OAR when the reference point is lost, destroyed, or requires relocation. Replace Project control points on the basis of the original survey. C. Provide complete engineering layout of the Work needed for construction. 1. Provide competent personnel. Provide equipment including accurate surveying instruments, stakes, platforms, tools, and materials. 2. Provide surveying with accuracy meeting the requirements established for Category 5 Construction Surveying as established in the Manual of Practice of Land Surveying in Texas published by the Texas Society of Professional Surveyors, latest revision. 3. Record Data and measurements per standards. 19.13 Delivery and Storage A. Deliver products and materials to the Site in time to prevent delays in construction. B. Deliver packaged products to Site in original undamaged containers with identifying labels attached. Open cartons as necessary to check for damage and to verify invoices. Reseal cartons and store properly until used. Leave products in packages or other containers until installed. C. Assume full responsibility for the protection and safekeeping of products stored at the Site. FMAC Master Agreement Exhibit B D. Store products at locations acceptable to the OAR and to allow Owner access to maintain and operate existing facilities. E. Store products in accordance with the Supplier's storage instructions immediately upon delivery. Leave seals and labels intact. F. Provide additional storage areas as needed for construction. Store products subject to damage by elements in substantial weather -tight enclosures or storage sheds. Provide and maintain storage sheds as required for the protection of products. Provide temperature, humidity control, and ventilation within the ranges stated in the Supplier's instructions. Remove storage facilities at the completion of the Project. G. Protect the pipe interior. Keep all foreign materials such as dirt, debris, animals, or other objects out of the pipe during the Work. Cap or plug ends of installed pipe in an approved manner when pipe is not being installed. Clean or wash out pipe sections that become contaminated before continuing with installation. Take precautions to prevent the pipe from floating or moving out of the proper position during or after laying operations. Immediately correct any pipe that moves from its correct position. H. Provide adequate exterior storage for products that may be stored out-of-doors. 1. Provide substantial platforms, blocking, or skids to support materials and products above ground which has been sloped to provide drainage. Protect products from soiling or staining. 2. Cover products subject to discoloration or deterioration from exposure to the elements, with impervious sheet materials. Provide ventilation to prevent condensation below covering. 3. Store loose, granular materials on clean, solid surfaces, or on rigid sheet materials, to prevent mixing with foreign matter. 4. Provide surface drainage to prevent erosion and ponding of water. 5. Prevent mixing of refuse or chemically injurious materials or liquids with stored materials. 6. Pipes and conduits stored outdoors are to have open ends sealed to prevent the entrance of dirt, moisture, and other injurious materials. Protect PVC pipe from ultraviolet light exposure. 7. Store light weight products to prevent wind damage. I. Maintain storage facilities. Inspect stored products on a weekly basis and after periods of severe weather to verify that: 1. Storage facilities continue to meet specified requirements; 2. Supplier's required environmental conditions are continually maintained; and 3. Products that can be damaged by exposure to the elements are not adversely affected. J. Replace any stored item damaged by inadequate protection or environmental controls. K. Payment may be withheld for any products not properly stored. 19.14 Cleaning During Construction A. Provide positive methods to minimize raising dust from construction operations and provide positive means to prevent air -borne dust from disbursing into the atmosphere. Control dust and dirt from demolition, cutting, and patching operations. B. Clean the Project as Work progresses and dispose of waste materials, keeping the Site free from accumulations of waste or rubbish. Provide containers on Site for waste collection. Do not allow waste materials or debris to blow around or off of the Site. Control dust from waste materials. Transport waste materials with as few handlings as possible. FMAC Master Agreement Exhibit B C. Comply with Laws and Regulations. Do not burn or bury waste materials. Remove waste materials, rubbish and debris from the Site and legally dispose of these at public or private disposal facilities. D. Provide a final cleaning to thoroughly clean the entire Site and make ready for acceptance. 1. Remove construction debris, boxes, and trash from the Site. 2. Remove construction storage sheds and field offices. 3. Restore grade to match surrounding condition and remove excess dirt. 4. Sweep all drives and parking lots clean of dirt and debris. Use water trucks or hose down paved site to like new appearance. 19.15 Maintenance of Roads, Driveways, and Access A. Maintain roads and streets in a manner that is suitable for safe operations of public vehicles during all phases of construction unless the Owner approves a street closing. Do not close public roads overnight. B. Submit a Notification by Contractor for Owner's approval of a street closing. The request shall state: 1. The reason for closing the street. 2. How long the street will remain closed. 3. Procedures to be taken to maintain the flow of traffic. C. Construct temporary detours, including by-pass roads around construction, with adequately clear width to maintain the free flow of traffic at all times. Maintain barricades, signs, and safety features around the detour and excavations. Maintain barricades, signs, and safety features around the Work in accordance with all provisions of the latest edition of the Manual on Uniform Traffic Control Devices (MUTCD). D. Assume responsibility for any damage resulting from construction along roads or drives. 19.16 Area Access and Traffic Control A. Provide traffic control measures to assure a safe condition and to provide a minimum of inconvenience to motorists and the public. Provide all-weather access to all residents and businesses at all times during construction. Provide temporary driveways and/or roads of approved material during wet weather. Maintain a stockpile of suitable material on the Site to meet the demands of inclement weather. B. Schedule operations to minimize adverse impact on the accessibility of adjoining properties. Sequence construction to build driveways in half widths, construct temporary ramps, or any other measure required to maintain access to adjoining properties. C. Comply with the Owner's Uniform Barricading Standards and Practices. Copies of this document are available through the Owner's Traffic Engineering Department. Secure required permits from the Owner's Traffic Engineering Department. 19.17 Overhead Electrical Wires A. Comply with OSHA safety requirements regarding construction equipment working beneath overhead electrical wires. Prevent and pay for repairs for damage to existing overhead electrical wires or facilities. B. Provide for adequate safety with regard to overhead lines whether overhead lines are or are not shown in the Contract Documents. FMAC Master Agreement Exhibit B 19.18 Blasting A. Blasting is not allowed for any purpose. 19.19 Archeological Requirements A. Cease operations immediately and contact the Owner for instructions if historical or archaeological artifacts are found during construction. B. Conduct all construction activities to avoid adverse impact on the Sites where significant historical or archaeological artifacts are found or identified as an area where other artifacts could be found. 1. Obtain details for Working in these areas. 2. Maintain confidentiality regarding the Site. 3. Adhere to the requirements of the Texas Historical Commission. 4. Notify the OAR and the Texas Historical Commission. C. Do not disturb archaeological sites. 1. Obtain the services of a qualified archaeological specialist to instruct construction personnel on how to identify and protect archaeological finds on an emergency basis. 2. Coordinate activities to permit archaeological work to take place within the area. a. Attempt to archaeologically clear areas needed for construction as soon as possible. b. Provide a determination of priority for such areas. D. Assume responsibility for any unauthorized destruction that might result to such Sites by construction personnel, and pay all penalties assessed by the State or Federal agencies for non-compliance with these requirements. E. Contract Times will be modified to compensate for delays caused by such archaeological finds. No additional compensation will be paid for delays. 19.20 Endangered Species Resources A. Do not perform any activity that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. B. Cease Work immediately in the area of the encounter and notify the OAR if a threatened or endangered species is encountered during construction. OPT will implement actions in accordance with the ESA and applicable State statutes. Resume construction in the area of the encounter when authorized to do so by the OAR. 19.21 Cooperation with Public Agencies A. Cooperate with all public and private agencies with facilities operating within the limits of the Project. B. Provide a 48-hour notice to any applicable agency when work is anticipated to proceed in the vicinity of any facility by using Texas 811 at 811 and the Lone Star Notification Company at 1-800-669-8344. FMAC Master Agreement Exhibit B ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included A. Administer Contract requirements to construct the Project. Provide documentation per the requirements of this Section. Provide information as requested by the OPT. 20.02 Document Submittal A. Provide documents in accordance with Article 24. B. Use the forms provided for Contract administration, applications for payment, document submittals, documentation of test results, equipment installation and documentation, and Project closeout. A digital copy of the required forms will be provided to the Contractor before or at the pre -construction conference. 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. C. The OAR will normally communicate only with the Contractor. Any required communication with Subcontractors or Suppliers will only be with the direct involvement of the Contractor. D. Direct written communications to the OAR at the address indicated at the pre -construction conference. Include the following with communications as a minimum: 1. Name of the Owner. 2. Project name. 3. Contract title. 4. Project number. 5. Date. 6. A reference statement. E. Submit communications on the forms referenced in this Section or in Article 24. 20.04 Project Meetings A. Pre -Construction Conference: 1. Attend a pre -construction conference. 2. The location of the conference will be determined by the OAR. 3. The time of the meeting will be determined by the OAR but will be after the Notice of Award is issued and not later than 15 days after the Notice to Proceed is issued. FMAC Master Agreement Exhibit B 4. The OPT, Contractor's project manager and superintendent, representatives of utility companies, and representatives from major Subcontractors and Suppliers may attend the conference. 5. Provide and be prepared to discuss: a. Preliminary construction schedule per Article 27. b. Schedule of Values and anticipated Schedule of Payments per Article 17. c. List of Subcontractors and Suppliers. d. Contractor's organizational chart as it relates to this Project. e. Letter indicating the agents of authority for the Contractor and the limit of that authority with respect to the execution of legal documents, Contract Modifications, and payment requests. B. Progress Meetings: 1. Attend meetings with the OAR and Owner. a. Meet on a monthly basis or as requested by the OAR to discuss the Project. b. Meet at the Site or other location as designated by the OAR. c. Contractor's superintendent and other key personnel are to attend the meeting. Other individuals may be requested to attend to discuss specific matters. d. Notify the OAR of any specific items to be discussed a minimum of 1 week prior to the meeting. 2. Provide information as requested by the OAR or Owner concerning this Project. Prepare to discuss: a. Status of overall Project schedule. b. Contractor's detailed schedule for the next month. c. Anticipated delivery dates for equipment. d. Coordination with the Owner. e. Status of documents. f. Information or clarification of the Contract Documents. g. Claims and proposed Modifications to the Contract. h. Field observations, problems, or conflicts. i. Maintenance of quality standards. 3. OAR will prepare minutes of meetings. Review the minutes of the meeting and notify the OAR of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in the minutes of the following meeting or as an attachment to the minutes. C. Pre- Submittal and Pre -Installation Meetings: 1. Conduct pre -submittal and pre -installation meetings as required in the individual technical Specifications or as determined necessary by the OAR (for example, instrumentation, roofing, concrete mix design, etc.). 2. Set the time and location of the meetings when ready to proceed with the associated Work. Submit a Notification by Contractor in accordance with Paragraph 20.07 for the meeting 2 weeks before the meeting. OPT must approve of the proposed time and location. FMAC Master Agreement Exhibit B 3. Attend the meeting and require the participation of appropriate Subcontractors and Suppliers in the meeting. 4. Prepare minutes of the meeting and submit to the OPT for review. OPT will review the minutes of the meeting and notify the Contractor of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in a revised set of meeting minutes. 20.05 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. D. Use the Project Issues Log to document decisions made at meetings and actions to be taken in accordance with Paragraph 20.06. E. Use the Action Item Log to document assignments for actions to be taken in accordance with Paragraph 20.06. 20.06 Decision and Action Item Log A. OAR will maintain a Project Decision Log to document key decisions made at meetings, telephone conversation or Site visits using the format provided: 1. Review the log prior to each regular meeting. 2. Report any discrepancies to the OAR for correction or discussion at the next monthly meeting. B. OAR will maintain an Action Item log in conjunction with the Project Decision Log to track assignments made at meetings, telephone conversation, or Site visits using the format provided: 1. Review the Action Item Log prior to each regular meeting. 2. Report actions taken subsequent to the previous progress meeting on items in the log assigned to the Contractor or through the Contractor to a Subcontractor or Supplier to the OAR. Report on status of progress 1 week prior to each progress meeting established in Paragraph 20.04 to allow OAR to update the log prior to the Progress meetings. 3. Be prepared to discuss the status at each meeting. FMAC Master Agreement Exhibit B C. Decisions or action items in the log that require a change in the Contract Documents will have the preparation of a Modification as an action item if appropriate. The Contract Documents can only be changed by a Modification. 20.07 Notification By Contractor A. Notify the OAR of: 1. Need for testing. 2. Intent to work outside regular working hours. 3. Request to shut down facilities or utilities. 4. Proposed utility connections. 5. Required observation by OAR, Designer, or inspection agencies prior to covering Work. 6. Training. B. Provide notification a minimum of 2 weeks in advance in order to allow OPT time to respond appropriately to the notification. C. Use "Notification by Contractor" form provided. 20.08 Record Documents A. Maintain at the Site one complete set of printed Record Documents including: 1. Drawings. 2. Specifications. 3. Addenda. 4. Modifications. 5. Record Data and approved Shop Drawings. 6. Construction photographs. 7. Test Reports. 8. Clarifications and other information provided in Request for Information responses. 9. Reference standards. B. Store printed Record Documents and Samples in the Contractor's field office. 1. Record Documents are to remain separate from documents used for construction. 2. Provide files and racks for the storage of Record Documents. 3. Provide a secure storage space for the storage of Samples. 4. Maintain Record Documents in clean, dry, legible conditions, and in good order. 5. Make Record Documents and Samples available at all times for inspection by the OPT. C. Maintain a digital record of Specifications and Addenda to identify products provided in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. FMAC Master Agreement Exhibit B D. Maintain a digital record of Drawings in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. 3. Record information as construction is being performed. Do not conceal any Work until the required information is recorded. 4. Mark Drawings to record actual construction, including the following: a. Depths of various elements of the foundation in relation to finished first floor datum or the top of walls. b. Horizontal and vertical locations of underground utilities and appurtenances constructed and existing utilities encountered during construction. c. Location of utilities and appurtenances concealed in the Work. Refer measurements to permanent structures on the surface. Include the following equipment: 1) Piping. 2) Ductwork. 3) Equipment and control devices requiring periodic maintenance or repair. 4) Valves, unions, traps, and tanks. 5) Services entrance. 6) Feeders. 7) Outlets. d. Changes of dimension and detail. e. Changes by Modifications. f. Information in Request for Information or included in the Project Issues Log. g. Details not on the original Drawings. Include field verified dimensions and clarifications, interpretations, and additional information issued in response to RFIs. 5. Mark Drawings with the following colors: a. Highlight references to other documents, including Modifications in blue; b. Highlight mark ups for new or revised Work (lines added) in yellow; c. Highlight items deleted or not installed (lines to be removed) in red; and d. Highlight items constructed per the Contract Documents in green. 6. Submit Record Documents to Designer for review and acceptance 30 days prior to Final Completion of the Project. E. Applications for Payment will not be recommended for payment if Record Documents are found to be incomplete or not in order. Final payment will not be recommended without complete Record Documents. FMAC Master Agreement Exhibit B ARTICLE 21— QUALITY MANAGEMENT 21.01 Contractor's Responsibilities A. Review the OPT's Quality Management Program and prepare and submit the Contractor's Quality Control Plan. B. Implement the Contractor's Quality Control Plan to control the quality of the Work and verify that the Work meets the standards of quality established in the Contract Documents. 1. Inspect products to be incorporated into the Project. Ensure that Suppliers have adequate quality control systems to ensure that products that comply with the Contract Documents are provided. 2. Integrate quality control measures into construction activities to produce Work which meets quality expectations of the Contract Documents. Inspect the Work of the Contractor, Subcontractors, and Suppliers. Correct Defective Work. 3. Provide and pay for the services of an approved professional materials testing laboratory acceptable to the OPT to provide testing that demonstrates that products proposed in Shop Drawings and Record Data for the Project fully comply with the Contract Documents. 4. Provide facilities, equipment, and Samples required for quality control inspections and tests: a. Give the OAR adequate notice before proceeding with Work that would interfere with inspections or testing; b. Notify the OAR and testing laboratories prior to the time that testing is required, providing adequate lead time to allow arrangements for inspections or testing to be made; c. Do not proceed with any Work that would impact the ability to correct defects or Work that would require subsequent removal to correct defects until testing services have been performed and results of tests indicate that the Work is acceptable; d. Cooperate fully with the performance of sampling, inspection, and testing; e. Provide personnel to assist with sampling or to assist in making inspections and field tests; f. Obtain and handle Samples for testing at the Site or at the production source of the product to be tested; g. Provide adequate quantities of representative products to be tested to the laboratory at the designated locations; h. Provide facilities required to store and cure test Samples; i. Provide calibrated scales and measuring devices for the OPT's use in performing inspections and testing; j. Provide adequate lighting to allow OPT observations; and k. Make Contract Documents available to testing agencies when requested. 5. Provide safe access for all inspection and testing activities, including those to be conducted as part of the OPT's Quality Management Program. 6. Document Defective Work though Certified Test Reports and Defective Work Notices. Document that corrective actions have been taken to correct any defects and that corrected Work is in compliance with the Contract Documents. 7. Apply quality control measures to documentation provided for the Project. FMAC Master Agreement Exhibit B 8. Implement countermeasures to prevent future Defective Work. C. Perform tests as indicated in this and other Sections of the Specifications. Technical Specifications govern if any testing and inspection requirements of this Section conflict with the testing and inspection requirements of the technical Specifications. D. All verification testing is to be observed by the OAR or designated representative. E. Send test reports to the OAR and the Designer. F. Provide an update on quality control activities at monthly progress meetings required by Article 20. G. Owner will withhold payment for Defective Work, or Work that has not been tested or inspected in accordance with the Contractor's Quality Control Plan, the OPT's Quality Control Program, or the Contract Documents. H. Owner will withhold payment for additional testing fees incurred due to Contractor noncompliance with OPT's Quality Control Program, including retesting fees, standby time, cancellation charges, and trip fees for retesting or cancellations. I. Work performed that is connected or adjacent to Defective Work or Work that would have to be removed to correct Defective Work is also considered to be Defective. Contractor is responsible for all cost with replacing any acceptable Work that must be removed, or might be damaged by corrective actions. 21.02 Quality Management Activities by OPT A. OPT will perform its own quality assurance tests independent of the Contractor's Quality Control Program. Assist the OPT and testing organizations in performing quality assurance activities per Paragraph 21.01. B. Quality assurance testing performed by the OPT will be paid for by the Owner, except for verification testing required per Paragraph 21.07. C. Quality assurance activities of the OPT, through their own forces or through contracts with consultants and materials testing laboratories are for the purpose of monitoring the results of the Contractor's Work to see that it is in compliance with the requirements of the Contract Documents. Quality assurance activities or non-performance of quality assurance activities by the OPT do not: 1. Relieve the Contractor of its responsibility to provide Work or furnish products that conform with the requirements of the Contract Documents; 2. Relieve the Contractor of its responsibility for providing adequate quality control measures; 3. Relieve the Contractor of its responsibility for damage to or loss of Work or products before OPT's acceptance; 4. Constitute or imply OPT's acceptance; and 5. Affect the continuing rights of the Owner after OPT's acceptance of the completed Work. D. Work is subject to OPT's quality assurance observations or testing at any time. Products which have been tested or inspected and approved by OPT at a supply source or staging area may be inspected or tested again by the OPT before, during or after incorporation into the Work and rejected if products do not comply with the Contract Documents. 21.03 Contractor's Use of OPT's Test Reports A. OPT has prepared a Quality Management Plan that describes, in general, the OPT's anticipated quality assurance testing program for this Project. This testing program will be made available to Bidders during the FMAC Master Agreement Exhibit B bidding phase. This plan outlines only the testing in general terms and may not reflect actual testing. Actual testing will depend on the Contractors means, methods and procedures of construction which will not be known until the Contractor begins Work and submits their own Quality Control Plan for review. There is no guarantee that all testing will be performed. B. Contractor will receive copies of all test reports documenting OPT's quality assurance activities. Contractor is entitled to rely on the accuracy of these test results and use these as part of their quality control efforts. C. Contractor is to determine additional testing or inspections that may be required to implement the Contractor's Quality Control Plan. Include cost for additional testing and inspections required to meet Contractors quality control obligations, including the cost for correcting Defective Work in the Contract Price. D. Contractor may submit a Change Proposal if OPT's quality assurance testing program deviates significantly from the OPT's Quality Management Plan, and Contractor can demonstrate that additional cost was incurred to implementing the Contractor's Quality Control Plan resulting from these deviations. 21.04 Documentation A. Provide documentation which includes: 1. Contractor's Quality Management Plan that establishes the methods of assuring compliance with the Contract Documents. Submit this plan as a Shop Drawings per Article 25. 2. A Statement of Qualification for any proposed testing laboratories that includes a list of the engineers and technical staff that will provide testing services on the Project, descriptions of the qualifications of these individuals, list of tests that can be performed, equipment used with date of last certification, and a list of recent projects for which testing has been performed with references for those projects. 3. Provide Certified Test Reports for products to be incorporated into the Project. Provide reports to indicate that proposed products comply with the Contract Documents or indicate that proposed products do not comply with the Contract Documents and why it does not comply. Submit these test reports as part of a Shop Drawings submitted per Article 25. 4. Provide Certified Test Reports for inspection and testing required in this Section and in other Specification Sections. Provide reports to indicate that Work complies with the Contract Documents or indicate that Work does not comply with the Contract Documents they are not in compliance and why it does not comply. Submit these test reports on forms provided per Article 24. 21.05 Standards A. Provide testing laboratories that comply with the American Council of Independent Laboratories (ACIL) "Recommended Requirements for Independent Laboratory Qualifications." B. Perform testing per recognized test procedures as listed in the various Sections of the Specifications, standards of the State Department of Highways and Public Transportation, American Society of Testing Materials (ASTM), or other testing associations. Perform tests in accordance with published procedures for testing issued by these organizations. 21.06 Delivery and Storage A. Handle and protect test specimens of products and construction materials at the Site in accordance with recognized test procedures. Provide facilities for storing, curing, processing test specimens as required by test standard to maintain the integrity of Samples. FMAC Master Agreement Exhibit B 21.07 Verification Testing for Corrected Defects A. Provide verification testing on Work performed to correct Defective Work to demonstrate that the Work is now in compliance with the Contract Documents. Document that Defective Work has been corrected and verify that the OAR closes the item in the Defective Work Register. B. Pay for verification testing. OPT may perform verification testing as part of their Quality Management Program and impose a Set-off to recover the cost for this testing. C. Conduct the same tests or inspections used to determine that the original Work was Defective. Different tests or methods may be used if approved by the OPT. 21.08 Test Reports A. Certified Test Reports are to be prepared for all tests. 1. Tests performed by testing laboratories may be submitted on their standard test report forms if acceptable to the OPT. These reports must include the following: a. Name of the Owner, Project title and number and Contractor; b. Name of the laboratory, address, and telephone number; c. Name and signature of the laboratory personnel performing the test; d. Description of the product being sampled or tested; e. Date and time of sampling, inspection, and testing; f. Date the report was issued; g. Description of the test performed; h. Weather conditions and temperature at time of test or sampling; i. Location at the Site or structure where the test was taken; j. Standard or test procedure used in making the test; k. A description of the results of the test; I. Statement of compliance or non-compliance with the Contract Documents; and m. Interpretations of test results, if appropriate. 2. Submit reports on tests performed by Contractor, Subcontractors or Suppliers on the forms provided by the OAR. 3. OPT will prepare test reports on test performed by the OPT. B. Send test report to Designer within 24 hours of completing the test. Flag tests reports with results that do not comply with Contract Documents for immediate attention. C. Payment for Work may be withheld until test reports indicate that the Work is not Defective. 21.09 Defective Work A. Immediately correct any Defective Work or notify the OAR why the Work is not to be corrected immediately and when corrective action will be completed. B. No payment will be made for Defective Work. Remove Work from the Application for Payment if Work paid for on a previous Application for Payment is found to be Defective. FMAC Master Agreement Exhibit B 21.10 Limitation of Authority of Testing Laboratory A. The testing laboratory representatives are limited to providing testing services and interpreting the results of the test performed. B. The testing laboratory is not authorized to: 1. Alter the requirements of the Contract Documents; 2. Accept or reject any portion of the Work; 3. Perform any of the duties of the Contractor; or 4. Direct or stop the Work. 21.11 Quality Control Plan A. Submit the Contractor's Quality Control Plan for approval as a Shop Drawing per Article 25. Use Contractor's Quality Control Plan Checklist provided to review the document before submitting and include a copy of the completed checklist with the Contractor's Quality Control Plan. Do not begin Work until the Contractor's Quality Control Plan is approved. Submit an interim plan covering only the portion of Work to be performed if the Contractor plans to begin Work prior to submitting the Contractor's Quality Control Plan for the Project. Do not begin Work on other parts of the Project until the Contractor's Quality Control Plan is approved or another interim plan covering the additional Work to be started is approved. B. Provide a Contractor's Quality Control Plan that incorporates construction operations at both the Site and production Work at remote locations and includes Work by Subcontractors and Suppliers. The Contractor's Quality Control Plan is to include: 1. A description of the quality control organization, including an organization chart showing lines of authority to control the quality of Work; 2. Documentation describing name, qualifications (in resume format), duties, responsibilities, and level of authority of the Quality Control Manager; 3. The name, qualifications (in resume format), duties, responsibilities, and authorities of other persons assigned a quality control function; 4. Procedures for scheduling, reviewing, certifying, and managing documentation, including documentation provided by Subcontractors and Suppliers; 5. Control, verification, and acceptance testing procedures for each specific test. Include: a. Name of tests to be performed, b. Specification paragraph requiring test, c. Parameters of Work to be tested, d. Test frequency, e. Persons responsible for each test, and f. Applicable industry testing standards and laboratory facilities to be used for the test; 6. Integrate the OPT quality assurance testing into the Contractor's Quality Control Plan, specifically identifying the tests or inspections in Paragraph 21.11.B.5 that will be provided by the OPT as part of their Quality Management Program; 7. Procedures for tracking and documenting quality management efforts. FMAC Master Agreement Exhibit B 8. Procedures for tracking Defective Work from initial identification through acceptable corrective action. Indicate how documentation of the verification process for deficiencies will be made. 9. Reporting procedures which incorporate the use of forms provided by the OAR. 10. The name of the proposed testing laboratories along with documentation of qualifications per Paragraph 21.04. C. The Quality Control Manager must have authority to reject Defective Work and redirect the efforts of the Contractor's Team to prevent or correct Defective Work. D. Notify the Designer of any changes to the Contractor's Quality Control Plan or quality control personnel. E. Meet with the OPT 7 days after Contractor's Quality Control Plan is submitted and before start of construction to discuss the Contractor's Quality Control Plan and expedite its approval. 21.12 Implement Contractor's Quality Control Plan A. Perform quality control observations and testing as required in each Section of the Specifications and where indicated on the Drawings. B. Include the following phases for each definable Work task. A definable Work task is one which is separate and distinct from other tasks, has separate control requirements, may be provided by different trades or disciplines, or may be Work by the same trade in a different environment. 1. Planning Phase: Perform the following before beginning each definable Work task: a. Review the Contract Drawings. b. Review documents and determine that they are complete in accordance with the Contract Documents. c. Check to assure that all materials and/or equipment have been tested, submitted, and approved. d. Examine the work area to assure that all required preliminary Work has been completed and complies with the Contract Documents. e. Examine required materials, equipment, and Sample Work to assure that they are on hand, conform to Shop Drawings and Record Data, and are properly stored. f. Review requirements for quality control inspection and testing. g. Discuss procedures for controlling quality of the Work. Document construction tolerances and workmanship standards for the Work task. h. Check that the portion of the plan for the Work to be performed incorporates document review comments. i. Discuss results of planning phase with the OAR. Conduct a meeting attended by the Quality Control Manager, the OAR, superintendent, other quality control personnel as applicable, and the foreman responsible for the Work task. Instruct applicable workers as to the acceptable level of workmanship required in order to meet the requirements of the Contract Documents. Document the results of the preparatory phase actions by separate meeting minutes prepared by the Quality Control Manager and attached to the quality control report. Do not move to the next phase unless results of investigations required for the planning phase indicate that requirements have been met. 2. Work Phase: Complete this phase after the Planning Phase: FMAC Master Agreement Exhibit B a. Notify the OAR at least 24 hours in advance of beginning the Work and discuss the review of the planning effort to indicate that requirements have been met. b. Check the Work to ensure that it is in full compliance with the Contract Documents. c. Verify adequacy of controls to ensure full compliance with Contract Documents. Verify required control inspection and testing is performed. d. Verify that established levels of workmanship meet acceptable workmanship standards. Compare with required Sample panels as appropriate. e. Repeat the Work phase for each new crew to work on-site, or any time acceptable specified quality standards are not being met. 3. Follow-up Phase: Perform daily checks to assure control activities, including control testing, are providing continued compliance with contract requirements: a. Make checks daily and record observations in the quality control documentation. b. Conduct follow-up checks and correct all deficiencies prior to the start of additional Work tasks that may be affected by the Defective Work. Do not build upon nor conceal Defective Work. c. Conduct a review of the Work with the OPT one month prior to the expiration of the correction period. Correct defects as noted during the review. C. Conduct additional planning and Work phases if: 1. The quality of on-going Work is unacceptable; 2. Changes are made in applicable quality control staff, on-site production supervision or crews; 3. Work on a task is resumed after a substantial period of inactivity; or 4. Other quality problems develop. ARTICLE 22 — FINAL RESOLUTION OF DISPUTES 22.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Agreeing with the other party to submit the dispute to a dispute resolution process; or 2. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if the parties do not mutually agree to a dispute resolution process. No provision of this Agreement shall be construed as consent to a lawsuit. No provision of this Agreement shall waive any immunity or defense. ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY 23.01 Policy A. It is the policy of the City of Corpus Christi that maximum opportunity is afforded minorities, women, low income persons and Minority/Disadvantaged Business Enterprises (M/DBE) to participate in the performance of contracts awarded by the City of Corpus Christi in support of Equal Employment Opportunity goals and objectives of the Affirmative Action Policy Statement of the City dated October 1989, and any amendments thereto. In accordance with such policy, the City has established goals, as stated herein, both for minority and female participation by trade and for Minority Business Enterprise. FMAC Master Agreement Exhibit B 23.02 Definitions A. Prime Contractor: Any person, firm, partnership, corporation, association, or joint venture as herein provided which has been awarded a City contract. B. Subcontractor: Any named person, firm, partnership, corporation, association, or joint venture herein identified as providing work, labor, services, supplies, equipment, materials, or any combination of the foregoing under contract with a prime contractor on a City contract. C. Minority/Disadvantaged Business Enterprise: A business enterprise that is owned and controlled by one or more minority person(s) or socially and economically disadvantaged individual(s). Minority/Disadvantaged person(s) must collectively own, operate and/or actively manage, and share in payments from such an enterprise in the manner hereinafter set forth: 1. Owned: a. For a sole proprietorship to be deemed a minority business enterprise, it must be owned by a minority person. b. For an enterprise doing business as a partnership, at least 51 percent of the assets or interest in the partnership property must be owned by one or more minority person(s). c. For an enterprise doing business as a corporation, at least 51 percent of the assets or interest in the corporate shares must be owned by one or more minority person(s). 2. Controlled: a. The primary power, direct or indirect, to manage a business enterprise rests with a minority person(s). 3. Share in Payments: a. Minority partners, proprietors, or stockholders of the business enterprise, must be entitled to receive 51 percent or more of the total profits, bonuses, dividends, interest payments, commissions, consulting fees, rents, procurement, and subcontract payments, and any other monetary distribution paid by the business enterprise. D. Minority: Minority persons include Blacks, Mexican -Americans and other persons of Hispanic origin, American Indians, Alaskan Natives, and Asians or Pacific Islanders. For the purposes of this policy, women are also considered as minorities. E. Socially and economically disadvantaged individual: Any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who has been subjected to racial or ethnic prejudice or cultural bias within American society because of his or her identity as a member of a group and without regard to his or her individual qualities. The social disadvantage must stem from circumstances beyond the individual's control. F. Female Owned Business Enterprise: A sole proprietorship that is owned and controlled by a woman, a partnership at least 51 percent of whose assets or partnership interests are owned by one or more women, or a corporation at least 51 percent of whose assets or interests in the corporate shares are owned by one or more women. G. Joint Venture: A joint venture means an association of two or more persons, partnerships, corporations, or any combination thereof, founded to carry on a single business activity which is limited in scope and direction. The degree to which a joint venture may satisfy the stated MBE goal cannot exceed the proportionate interest of the MBE as a member of the joint venture in the Work to be performed by the joint venture. For example, a joint venture which is to perform 50 percent of the Work itself and in which a minority joint venture partner FMAC Master Agreement Exhibit B has a 50 percent interest, shall be deemed equivalent to having minority participation in 25 percent of the Work. Minority members of the joint venture must have financial, managerial, or technical skills in the Work to be performed by the joint venture. 23.03 Goals A. The goals for participation by minorities and Minority Business Enterprises expressed in percentage terms for the Contractor's aggregate work force on all construction Work for the Contract award shall be as specified in SECTION 00 21 13 INVITATION TO BID AND INSTRUCTIONS TO BIDDERS. B. These goals are applicable to all the construction work (regardless of federal participation) performed in the Contract, including approved Change Orders. The hours of minority employment must be substantially uniform throughout the length of the Contract and in each trade. The transfer of minority employees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's percentage is prohibited. 23.04 Compliance A. Upon completion of the Project, a final breakdown of MBE participation, substantiated by copies of paid invoices, shall be submitted by the Contractor to the City Engineer. B. Make bi-weekly payroll submittals to the City Engineer. The Contractor is to indicate the percent of minority and female participation, by trade, which has been utilized on the Project. Along with the request for final payment on the Project, the Contractor will indicate, in writing, the overall participation in these areas which have been achieved. The City Engineer may withhold monthly or final payments to the Contractor for failure to submit bi-weekly payrolls in a timely fashion or to submit overall participation information as required. ARTICLE 24 — DOCUMENT MANAGEMENT 24.01 Work Included A. Submit documentation as required by the Contract Documents and as reasonably requested by the OPT. 24.02 Quality Assurance A. Submit legible, accurate, complete documents presented in a clear, easily understood manner. Documents not meeting these criteria will be returned without review. 24.03 Contractor's Responsibilities A. Review documents prior to submitting. Make certifications as required by the Contract Documents and as indicated on forms provided. B. Provide a Schedule of Documents to list the documents that are to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that documents must be returned to comply with the Project schedule. Use the form provided for this list. C. Incorporate the dates for processing documents into the Progress Schedule required by Article 27. 1. Provide documents in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of documents when preparing the Progress Schedule. Assume a 14 day review cycle for each document unless a longer period of time is indicated in the Contract Documents or agreed to by Designer and Contractor. FMAC Master Agreement Exhibit B 3. Schedule submittal of documents to provide all information for interrelated Work at one time. 4. Allow adequate time for processing documents so construction of the Project is not delayed. 24.04 Document Submittal A. Submit documents through the Designer. Send all documents in digital format for processing. 1. Provide all information requested with a completed Document Transmittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. 2. The Document Transmittal form is to be the first page in the document submitted. 3. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the document. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 24.05 Document Numbering A. Assign a number to the documents originated to allow tracking of the documents during the review process. 1. Assign the number consisting of a prefix, a sequence number, and a letter suffix. Prefixes shall be as follows: Prefix 1 Description Originator AP Application for Payment Contractor CO Change Order OAR CP Change Proposal Contractor CTR Certified Test Report Contractor FO Field Order OAR NBC Notification by Contractor Contractor PD Photographic Documentation Contractor FMAC Master Agreement Exhibit B Prefix Description Originator RCP Request for a Change Proposal OAR RD Record Data Contractor RFI Request for Information Contractor SD Shop Drawing Contractor SCH Schedule of Progress Contractor 2. Issue sequence numbers in chronological order for each type of document. 3. Issue numbers for resubmittals that have the same number as the original document followed by an alphabetical suffix indicating the number of times the same document has been sent to the Designer for processing. For example: SD 025 A represents Shop Drawing number 25 and the letter "A" designates that this is the second time this document has been sent for review. 4. Clearly note the document number on each page or sheet of the document. 5. Correct assignment of numbers is essential since different document types are processed in different ways. B. Include reference the Drawing number and/or Specification Section, detail designation, schedule, or location that corresponds with the data on the document transmittal forms. Other identification may also be required, such as layout drawings or schedules to allow the reviewer to determine where a particular product is to be used. 24.06 Document Requirements A. Furnish documents as indicated below or in individual Specification Sections. Submit documents per the procedures described in the Contract Documents. B. Submit documents per the Specification Section shown in the following table: Document Type Section Application for Payment Article 17 Change Proposal Article 12 Certified Test Report Article 25 for approval of product Article 21 to demonstrate compliance Notification by Contractor Article 20 Photographic Documentation Article 28 Progress Schedules Article 27 Record Data Article 26 Request for Information Article 20 Shop Drawing Article 25 Schedule of Values Article 17 Substitutions Article 12 Suppliers and Subcontractors Articles 20 and 26 FMAC Master Agreement Exhibit B ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 25.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 25.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 25.03 Contractor's Responsibilities A. Provide Shop Drawings as required by Paragraph 25.03 of the Supplementary Conditions. B. Include Shop Drawings in the Schedule of Documents required by Article 24 to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by Article 27. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting the Shop Drawing for a least a second review. Assume a 14 -day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; FMAC Master Agreement Exhibit B 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawings; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawings are complete for their intended purpose; and 5. Conflicts between the Shop Drawings related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 25.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; FMAC Master Agreement Exhibit B 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 25.05 Special Certifications and Reports A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 25.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 -year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 25.07 Shop Drawing Submittal Procedures A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. FMAC Master Agreement Exhibit B b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 25.08.A. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. FMAC Master Agreement Exhibit B 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 -day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 25.03. 25.08 Sample and Mockup Submittal Procedures A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. FMAC Master Agreement Exhibit B 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 25.09 Requests for Deviation A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. FMAC Master Agreement Exhibit B 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. FMAC Master Agreement Exhibit B E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 25.11 Resubmission Requirements A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. 5. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. ARTICLE 26 — RECORD DATA 26.01 Work Included A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: FMAC Master Agreement Exhibit B 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents require for record purposes. 26.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 26.03 Contractor's Responsibilities A. Submit Record Data in accordance with SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. Include Record Data in the Schedule of Documents required by Article 24 to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. FMAC Master Agreement Exhibit B 26.04 Record Data Requirements A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 26.05 Special Certifications and Reports A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. 26.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 26.07 Record Data Submittal Procedures A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. FMAC Master Agreement Exhibit B d. Submit color PDF documents where color is required to interpret the Record Data. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 26.03. 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. FMAC Master Agreement Exhibit B 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE 27.01 Requirements A. Prepare and submit a Progress Schedule for the Work and update the schedule on a monthly basis for the duration of the Project. B. Provide schedule in adequate detail to allow Owner to monitor progress and to relate document processing to sequential activities of the Work. C. Incorporate and specifically designate the dates of anticipated submission of documents and the dates when documents must be returned to the Contractor into the schedule. D. Assume complete responsibility for maintaining the progress of the Work per the schedule submitted. E. Take the requirements of SECTION 01 35 00 SPECIAL PROCEDURES into consideration when preparing schedule. 27.02 Document Submittal A. Submit Progress Schedules in accordance with Article 24. B. Submit a preliminary schedule within 10 days after the Notice of Award. The schedule is to be available at the pre -construction conference. C. Submit a detailed schedule at least 10 days prior to the first payment request. D. Submit Progress Schedules updates monthly with Applications for Payment to indicate the progress made on the Project to that date. Failure to submit the schedule may cause delay in the review and approval of Applications for Payment. FMAC Master Agreement Exhibit B 27.03 Schedule Requirements A. Schedule is to be in adequate detail to: 1. Assure adequate planning, scheduling, and reporting during the execution of the Work; 2. Assure the coordination of the Work of the Contractor and the various Subcontractors and Suppliers; 3. Assist in monitoring the progress of the Work; and 4. Assist in evaluating proposed changes to the Contract Times and Project schedule. B. Provide personnel with 5 years' minimum experience in scheduling construction work comparable to this Project. Prepare the schedule using acceptable scheduling software. C. Provide the schedule in the form of a computer generated critical path schedule which includes Work to be performed on the Project. It is intended that the schedule accomplish the following: 1. Give early warning of delays in time for correction. 2. Provide detailed plans for the execution of the Work in the form of future activities and events in sequential relationships. 3. Establish relationships of significant planned Work activities and provide a logical sequence for planned Work activities. 4. Provide continuous current status information. 5. Allow analysis of the Contractor's program for the completion of the Project. 6. Permit schedules to be revised when the existing schedule is not achievable. 7. Log the progress of the Work as it actually occurs. D. Prepare a time scaled CPM arrow or precedence diagram to indicate each activity and its start and stop dates. 1. Develop Milestone dates and Project completion dates to conform to time constraints, sequencing requirements and Contract completion date. 2. Use calendar day durations while accounting for holidays and weather conditions in the projection of the duration of each activity. 3. Clearly indicate the critical path for Work to complete the Project. E. Provide a time scaled horizontal bar chart which indicates graphically the Work scheduled at any time during the Project. The chart is to indicate: 1. Complete sequence of construction by activity; 2. Identification of the activity by structure, location, and type of Work; 3. Chronological order of the start of each item of Work; 4. The activity start and stop dates; 5. The activity duration; 6. Successor and predecessor relationships for each activity; 7. A clearly indicated single critical path; and S. Projected percentage of completion, based on dollar value of the Work included in each activity as of the first day of each month. FMAC Master Agreement Exhibit B F. Provide a schedule incorporating the Schedule of Documents provided in accordance with Article 24 indicating: 1. Specific date each document is to be delivered to the Designer. 2. Specific date each document must be received in order to meet the proposed schedule. 3. Allow a reasonable time to review documents, taking into consideration the size and complexity of the document, other documents being processed, and other factors that may affect review time. 4. Allow time for re -submission of each document. Contractor is responsible for delays associated with additional time required to review incomplete or erroneous documents and for time lost when documents are submitted for products that do not meet Specification requirements. 27.04 Schedule Revisions A. Revise the schedule if it appears that the schedule no longer represents the actual progress of the Work. 1. Submit a written report if the schedule indicates that the Project is more than 30 days behind schedule. The report is to include: a. Number of days behind schedule; b. Narrative description of the steps to be taken to bring the Project back on schedule; and c. Anticipated time required to bring the Project back on schedule. 2. Submit a revised schedule indicating the action that the Contractor proposes to take to bring the Project back on schedule. B. Revise the schedule to indicate any adjustments in Contract Times approved by Modification. 1. Include a revised schedule with Change Proposals if a change in Contract Times is requested. 2. OPT will deem any Change Proposal that does not have a revised schedule and request for a change in Contract Times as having no impact on the ability of the Contractor to complete the Project within the Contract Times. C. Updating the Project schedule to reflect actual progress is not considered a revision to the Project schedule. D. Applications for Payment may not be recommended for payment without a revised schedule and if required, the report indicating the Contractor's plan for bringing the Project back on schedule. 27.05 Float Time A. Define float time as the amount of time between the earliest start date and the latest start date of a chain of activities on the construction schedule. B. Float time is not for the exclusive use or benefit of either the Contractor or Owner. C. Where several subsystems each have a critical path, the subsystem with the longest time of completion is the critical path and float time is to be assigned to other subsystems. D. Contract Times cannot be changed by the submission of a schedule. Contract Times can only be modified by a Change Order or Contract Amendment. E. Schedule completion date must be the same as the Contract completion date. Time between the end of construction and the Contract completion date is float time. FMAC Master Agreement Exhibit B ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 28.01 Work Included A. Provide a video recording of the Site prior to the beginning of construction. 1. Record the condition of all existing facilities in or abutting the construction area (right-of-way) including but not limited to streets, curb and gutter, utilities, driveways, fencing, landscaping, etc. 2. Record after construction staking is complete but prior to any clearing. 3. Provide one copy of the recording, dated and labeled to the OAR before the start of construction. Provide additional recording as directed by the OAR if the recording provided is not considered suitable for the purpose of recording pre-existing conditions. B. Furnish an adequate number of photographs of the Site to clearly depict the completed Project. 1. Provide a minimum of ten different views. 2. Photograph a panoramic view of the entire Site. 3. Photograph all significant areas of completed construction. 4. Completion photographs are not to be taken until all construction trailers, excess materials, trash, and debris have been removed. 5. Employ a professional photographer approved by the OAR to photograph the Project. 6. Provide one aerial photograph of the Site from an angle and height to include the entire Site while providing adequate detail. C. All photographs, video recordings, and a digital copy of this media are to become the property of the Owner. Photographs or recordings may not be used for publication, or public or private display without the written consent of the Owner. 28.02 Quality Assurance A. Provide clear photographs and recordings taken with proper exposure. View photographs and recordings in the field and take new photographs or recordings immediately if photos of an adequate print quality cannot be produced or video quality is not adequate. Provide photographs with adequate quality and resolution to permit enlargements. 28.03 Document Submittal A. Submit photographic documentation as Record Data in accordance with Article 24. B. Submit two DVDs of the video recording as Record Data in accordance with Article 24. 28.04 Photographs A. Provide photographs in digital format with a minimum resolution of 1280 x 960, accomplished without a digital zoom. B. Take photographs at locations acceptable to the OAR. C. Provide two color prints of each photograph and a digital copy on a DVD of each photograph taken. D. Identify each print on back with: 1. Project name. FMAC Master Agreement Exhibit B 2. Date, time, location, and orientation of the exposure. 3. Description of the subject of photograph. E. Submit photographs in clear plastic sheets designed for photographs. Place only one photograph in each sheet to allow the description on the back to be read without removing the photograph. F. Final photographs are to include two 8 -by -10 -inch glossy color prints for each of ten photographs selected by the OAR. These photographs are in addition to normal prints. 28.05 Video Recording A. Provide digital format on DVD that can be played with Windows Media Player in common format in full screen mode. B. Identify Project on video by audio or visual means. C. Video file size should not exceed 400 MB. D. Video resolution shall be 1080p. E. The quality of the video must be sufficient to determine the existing conditions of the construction area. Camera panning must be performed while at rest, do not pan the camera while walking or driving. Camera pans should be performed at intervals sufficient to clearly view the entire construction area. F. DVD shall be labeled with construction stationing and stationing should be called out, voice recorded, in the video. G. The entire construction area recording shall be submitted at once. Sections submitted separately will not be accepted. H. Pipeline projects should be recorded linearly from beginning to end. ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. FMAC Master Agreement Exhibit B 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. 29.03 Reinspection Fees A. Owner may impose a Set-off against the Application for Payment in accordance with the General Conditions to compensate the OPT for additional visits to the Project if additional Work is required. 29.04 Closeout Documents Submittal A. Record Documents per Article 20. B. Warranties and bonds. C. Equipment installation reports on equipment. D. Shop Drawings, Record Data, and other documents as required by the Contract Documents. E. Evidence of continuing insurance and bond coverage as required by the Contract Documents. F. Final Photographs per Article 28. 29.05 Transfer of Utilities A. Transfer utilities to the Owner when the Certificate of Substantial Completion has been issued and the Work has been occupied by the Owner. B. Submit final meter readings for utilities and similar data as of the date the Owner occupied the Work. 29.06 Warranties, Bonds and Service Agreements A. Provide warranties, bonds, and service agreements required by the Contract Documents. FMAC Master Agreement Exhibit B B. The date for the start of warranties, bonds, and service agreements is established per the Contract Documents. C. Compile warranties, bonds, and service agreements and review these documents for compliance with the Contract Documents. 1. Provide a log of all equipment covered under the 1 -year correction period specified in the Contract Documents and all products for which special or extended warranties or guarantees are provided. Index the log by Specification Section number on forms provided. Include items 2.e through 2.g below in the tabulation. 2. Provide a copy of specific warranties or guarantees under a tab indexed to the log. Each document is to include: a. A description of the product or Work item; b. The firm name, with the name of the principal, address, and telephone number; c. Signature of the respective Supplier or Subcontractor to acknowledge existence of the warranty obligation for extended warranties and service agreements; d. Scope of warranty, bond, or service agreement; e. Indicate the start date for the correction period specified in the Contract Documents for each product and the date on which the specified correction period expires. f. Indicate the start date for extended warranties for each product and the date on which the specified extended warranties period expires. g. Start date, warranty or guarantee period, and expiration date for each warranty, bond, and service agreement; h. Procedures to be followed in the event of a failure; and i. Specific instances that might invalidate the warranty or bond. D. Submit digital copies of the documents to the Designer for review. E. Submit warranties, bonds, and service agreements within 10 days after equipment or components are placed in service. ARTICLE 30 — MISCELLANEOUS 30.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 30.02 Owner's Right to Audit Contractor's Records A. By execution of the Contract, Contractor grants Owner the right to audit, examine, inspect and/or copy, at Owner's election at all reasonable times during the term of this Contract and for a period of four (4) years following the completion or termination of the Work, all of Contractor's written and electronically stored FMAC Master Agreement Exhibit B records and billings relating to the performance of the Work under the Contract Documents. The audit, examination or inspection may be performed by an Owner designee, which may include its internal auditors or an outside representative engaged by Owner. Contractor agrees to retain its records for a minimum of four (4) years following termination of the Contract, unless there is an ongoing dispute under the Contract, then, such retention period must extend until final resolution of the dispute. As used in these General Conditions, "Contractor written and electronically stored records" include any and all information, materials and data of every kind and character generated as a result of the work under this Contract. Examples of Contractor written and electronically stored records include, but are not limited to: accounting data and reports, billings, books, general ledgers, 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, Subcontractor agreements, Supplier agreements, rental equipment proposals, federal and state tax filings for any issue in question, along with any and all other agreements, sources of information and matters that may, in Owner's sole judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Documents. B. Owner agrees to exercise the right to audit, examine or inspect Contractor's records only during regular business hours. Contractor agrees to allow Owner and/or Owner's designee access to all of the Contractor's Records, Contractor's facilities, and current or former employees of Contractor, deemed necessary by Owner or its designee(s), to perform such audit, inspection or examination. Contractor also agrees to provide adequate and appropriate work space necessary for Owner or its designees to conduct such audits, inspections or examinations. C. Contractor must include this Paragraph 30.02 in any Subcontractor, supplier or vendor contract. 30.03 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership or formal business organization of any kind. 30.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 30.04 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. 30.05 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses or damages sustained by Contractor's Team associated with other projects or anticipated projects. FMAC Master Agreement Exhibit B 30.06 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Contract. 30.07 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 30.08 Survival of Obligations A. Representations, indemnifications, warranties, guarantees and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 30.09 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 30.10 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the prior written consent of the Owner. 30.11 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 30.12 Controlling Law A. This Contract 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, Texas. 30.13 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. 30.14 Waiver of Trial by Jury A. Owner and Contractor 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 Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 30.15 Attorney Fees A. The Parties expressly agree that, in the event of litigation, all parties waive rights to payment of attorneys' fees that otherwise might be recoverable, pursuant to the Texas Civil Practice and Remedies Code Chapter 38, Texas Local Government Code §271.153, the Prompt Payment Act, common law or any other provision for payment of attorney's fees. FMAC Master Agreement Exhibit B 30.16 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. No qualified person shall on the basis of race, color, religion, national origin, gender, age or disability be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. C. Comply with all applicable federal, state and city laws, rules and regulations. 30.17 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 30.18 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason, funds are not appropriated in any given year, the Owner may direct immediate suspension or termination of the Contract with no additional liability to the Owner. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contractor may request payment for reasonable demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 30.19 Contract Sum A. The Contract Sum is stated in the Contract and, including authorized adjustments, is the total maximum not - to -exceed amount payable by Owner to Contractor for performance of the Work under the Contract Documents. Contractor accepts and agrees that all payments pursuant to this Contract are subject to the availability and appropriation of funds by the Corpus Christi City Council. If funds are not available and/or appropriated, this Contract shall immediately be terminated with no liability to any party to this Contract. 30.20 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. 30.21 Notices. A. Any notice required to be given to Owner under any provision in this Contract must include a copy to OAR by mail or e-mail. END OF SECTION FMAC Master Agreement Exhibit B CITY OF CORPUS CHRISTI FACILITIES MULTIPLE AWARD CONTRACT (FMAC) MASTER AGREEMENT Project No. 19002A This Agreement is entered into on , 2019 between 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 and Teal Construction Company, a Texas Corporation, 5110-B IH 37, Corpus Christi, Texas 78407 (Contractor). WHEREAS, Texas Government Code Chapter 2269, Subchapter I authorizes the City to contract for the maintenance, repair, alteration, renovation, remediation or minor construction of city -owned facilities when the work is of a recurring nature, but the delivery times, type and quantities of work required are indefinite; WHEREAS, the City's Department of Engineering Services issued a Request for Proposals No. 2018-06 - Master Agreement for Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities to provide services on an on-call or as -needed basis, through individually priced Task Orders for the maintenance, repair, alteration, renovation, remediation or construction of facilities; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I — FACILITIES MULTIPLE AWARD CONTRACT PROGRAM 1.1 The City has awarded, or will award one or more FMAC Master Agreements. 1.2 This Agreement consists of the following documents, which specify the terms and conditions that the parties agree to comply with throughout the term of the Agreement: 1.2.1 RFP No. 2018-06 and Addenda 1.2.2 Contractor's Proposal, including all attachments and exhibits, submitted in response to RFP No. 2018-06 (Exhibit A). 1.2.3 This FMAC Master Agreement, including all attachments and exhibits. 1.2.4 Specifications, forms and documents listed in SECTION 00 01 00 TABLE OF CONTENTS (Exhibit B). 1.3 The parties agree to comply with the Agreement and any additional terms and conditions specified in the FMAC Task Orders issued hereunder. 1.4 This Agreement is a competitively awarded master agreement with an undefined Scope of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as -needed basis, through individually priced FMAC Task Orders. Page 1 Rev. 10/18 1.5 This Agreement and any Task Order applies only to an improved or unimproved facility that is a building, or a structure or land tied to a building. Task Orders will require a variety of minor construction, repair, rehabilitation or alteration services, including but not limited to services for three areas: general, mechanical/electrical/plumbing (MEP) and roofing. 1.5.1 Minor construction may include a range of services from new office construction (as well as demolition) to completing a new floor plan, etc. 1.5.2 Repair is defined as work that involves the reestablishment of a broken system, component or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock and/or air conditioning systems, etc. 1.5.3 Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system to restore functionality. 1.5.4 Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 1.6 Contractor must provide all labor, services, equipment, materials, tools, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals and quality control necessary to complete all services agreed to in a timely manner as required by the Contract Documents throughout the term of the Agreement. 1.7 Contractor's Project General Manager shall be knowledgeable in multiple disciplines, including electrical, mechanical, HVAC, paving, landscaping, painting, roofing, and plumbing. 1.8 Contractor's goal on any project is to perform at least 30% of the Work, measured as a percentage of the Contract Price, using its own employees. 1.9 Contractor may be required to submit a Safety Plan to the City within 15 calendar days after Award of Agreement. The Safety Plan must address all aspects of the Contractor's safety procedures, including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. ARTICLE II — PERIOD OF SERVICE AND COMPENSATION 2.1 The base term of this Agreement is for two years with the option to administratively renew annually for not more than three additional years. For a maximum of five total years. 2.2 The maximum aggregate price for work during any one year of this Agreement's term is $2,500,000.00. 2.3 City shall pay Contractor in current funds for performance of each Task Order in accordance with both this Agreement and the Task Order as the work progresses. Page 2 Rev. 10/18 2.4 This Agreement provides for no guaranteed minimum amount of Task Orders, no amount of work, and no dollar amount. 2.5 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE III - FMAC TASK ORDER 3.1 The Facilities Multiple Award Contract Task Order will be for a defined Scope of Work to be performed within a set period. 3.2 Except for emergencies, each Task Order will be competitively procured by requesting sealed proposals from each FMAC Contractor. 3.2.1 The Request for Task Order Proposal (RFTOP) will specify the date and time that sealed proposals will be publicly opened. 3.2.2 The RFTOP will include evaluation criteria, including but not limited to: price, past performance, experience with similar sites, knowledge and capability of personnel, capacity, safety, and other factors that directly impact the quality of work to be delivered. 3.2.3 The City shall have the right to reject all proposals, cancel a proposed project, or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the Contractor for the preparation and submission of a Task Order Proposal regardless of project outcome. 3.2.4 Contractor must submit a preliminary schedule with each proposal. 3.2.5 The mobilization for each Task Order Proposal shall not exceed 5%. If mobilization bid item exceeds 5%, Contractor agrees that City will recalculate the mobilization extended amounts using the standard 5% mobilization cost. 3.2.6 Contractor must submit subcontractor pricing with each Task Order Proposal. 3.3 Contractor is required to submit a Task Order Proposal to at least 80% of the RFTOP. A contractor that fails to participate and does not submit a Task Order Proposal to at least 80% of the City's requests may not be considered for contract renewals or continuation in the program. 3.4 Each FMAC Task Order Agreement will incorporate by reference this Agreement including Section 00 72 00 General Conditions. Contractor must comply with the terms and conditions of this Agreement throughout the term of the Agreement and during the performance of each Task Order. 3.5 Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and efficient manner for the prices and conditions set out in the Page 3 Rev. 10/18 Task Order Proposal, and as provided under this Agreement, and the Task Order Agreement. 3.6 Contractor must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing with a Notice to Proceed (NTP). 3.7 Contractor shall provide performance and payment bonds if required by law based on the amount of the Task Order, or if otherwise required by the City. At a minimum, the Contractor will be required to provide a payment bond on all Task Orders that exceed $50,000, and a performance bond on all Task Orders that exceed $100,000. Performance and payment bonds are further described in Exhibit B. Texas Government Code 2253.021 3.8 Contractor agrees to return the signed Task Order Agreement with required insurance and bonds to the City within 10 days of being awarded a Task Order. If the signed Task Order Agreement is not returned within 10 days, the City may cancel the award. 3.9 If design services, construction drawings and/or plans are required, the City shall obtain these services from city resources, or from a third -party consultant. The Contractor will not be permitted to contract with or hire consultants. 3.10 Performance periods will be agreed upon with each Task Order, and liquidated damages may be assessed for late completion of Task Orders in accordance with the Agreement. 3.11 Contractor shall warrant that work performed conforms to the Task Order requirements and is free of any defect in equipment, material or design furnished or workmanship performed by the Contractor or any of its subcontractors or suppliers at any tier. 3.12 All work provided by the Contractor shall be warranted for a minimum period of one year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Scope of Work. ARTICLE IV — SCHEDULING OF WORK 4.1 The first day of performance shall be the effective date specified in the Task Order Agreement. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Notice to Proceed shall be at the Contractor's risk and expense. 4.2 Contractor shall submit a preliminary Critical Path Method (CPM) schedule with the Task Order Proposal. Contractor shall provide the City with an updated CPM schedule that includes all items of work at the kick-off/preconstruction meeting. Contractor must submit an updated CPM schedule with each payment application. 4.3 The Contractor shall execute the Work to completion within the time set forth in the Task Order. The performance period shall include allowance for mobilization, holidays, weekends, inclement weather, cleanup and project acceptance procedures. Page 4 Rev. 10/18 4.4 When the Contractor considers the Work to be complete, and ready for its intended use, Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The Contractor shall promptly proceed to complete or correct listed items. 4.5 Contractor shall ensure that the purchase, delivery, and storage of materials and equipment shall be made without interference to the City operations and personnel. 4.6 Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. If said items cannot be replaced within its original location, the City shall designate alternate location(s) for placement. 4.7 Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private or public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. 4.8 Contractor shall be responsible for providing all necessary traffic control, to include but not limited to, street blockages, traffic cones, flagmen, etc. as required for each Task Order. Proposed traffic control methods must be submitted to the City for approval prior to commencement of work. 4.9 Contractor shall be responsible for obtaining payments and all required permits applicable to performance under any single Task Order placed against this contract. For contractor to be reimbursed, a line item will be included in the pay estimate form for all required City permits. ARTICLE V — INDEMNIFICATION 5.1 Contractor agrees to indemnify the City in accordance with Article 7 of Section 00 72 00 General Conditions, attached as Exhibit B. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Texas law requires that contractors, subcontractors and others must be covered under Workers' Compensation insurance, authorized self-insurance, or a workers' compensation coverage agreement. Throughout the terms of this Agreement, and any renewals thereto, such coverage must be provided. Contractor shall comply with the Insurance Requirements for Workers' Compensation Coverage as described and shown in Section 00 72 00 General Conditions, attached as Exhibit B. 6.2 Contractor shall comply with the Insurance Requirements for each Task Order as described in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. Page 5 Rev. 10/18 ARTICLE VII — WAGE RATE REQUIREMENTS 7.1 Contractor, and any subcontractors, are required to pay Davis -Bacon wage rates as described in Section 00 72 00 General Conditions, attached as Exhibit B. 7.2 The prevailing wage rates for each Task Order will be specified in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to the Contractor at the address of record. 8.2 In this event, the Contractor will be compensated for its services on all work completed and accepted by the City at the time of termination. ARTICLE IX — OTHER PROVISIONS 9.1 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Contractor, 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 Contractor. 9.2 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 9.3 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm The form must then be printed, signed, and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html 9.4 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secreta ry/conflict-disclosure/index 9.5 Boycott Israel. As required by Chapter 2270, Government Code, Contractor hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Page 6 Rev. 10/18 9.6 Captions. The captions, titles, and headings in this Agreement are merely for convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. CITY OF CORPUS CHRISTI TEAL CONSTRUCTION COMPANY . M (// Jeff H. Edmonds, P. E. Date Michael Miller, Date Director of Engineering Services Director of Corpus Christi Operations 5110-B IH 37 Corpus Christi, TX 78407 APPROVED AS TO LEGAL FORM (361) 882-4825 miller@tealcon.com Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 7 Rev. 10/18 EXHIBIT A - PROPOSAL FMAC Master Agreement Exhibit A EXHIBIT B — TABLE OF CONTENTS AND GENERAL CONDITIONS Division / Section Title FMAC Master Agreement 00 72 00 General Conditions Division 00 Procurement and Contracting Requirements 00 30 01 Bid Form - FMAC Task Order 00 52 25 Task Order Agreement 00 61 13 Performance Bond 00 61 16 Payment Bond 00 73 00 Supplementary Conditions Division 01 General Requirements — FMAC TASK ORDER 01 11 00 Summary of Work 01 23 10 Alternates and Allowances 01 29 01 Measurement and Basis for Payment 01 33 01 Submittal Register 01 35 00 Special Procedures 01 50 00 Temporary Facilities and Controls 01 57 00 Temporary Controls Part S Standard Specifications — FMAC TASK ORDER SECTION # *SECTION TITLE* Part T Technical Specifications — FMAC TASK ORDER SECTION# -T *SECTION TITLE* END OF SECTION FMAC Master Agreement Exhibit B 00 72 00 GENERAL CONDITIONS Table of Contents Page Article 1— Definitions and Terminology 17 1.01 Defined Terms 17 1.02 Terminology 21 Article 2 - Preliminary Matters 22 2.01 Delivery of Bonds and Evidence of Insurance 22 2.02 Copies of Documents 23 2.03 Before Starting Construction 23 2.04 Preconstruction Conference; Designation of Authorized Representatives 23 Article 3 - Contract Documents: Intent, Requirements, Reuse 23 3.01 Intent 23 3.02 Reference Standards 24 3.03 Reporting and Resolving Discrepancies 25 3.04 Interpretation of the Contract Documents 25 3.05 Reuse of Documents 26 Article 4 - Commencement and Progress of the Work 26 4.01 Commencement of Contract Times; Notice to Proceed 26 4.02 Starting the Work 26 4.03 Progress Schedule 26 4.04 Delays in Contractor's Progress 26 Article 5 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 28 5.01 Availability of Lands 28 5.02 Use of Site and Other Areas 28 5.03 Subsurface and Physical Conditions 28 5.04 Differing Subsurface or Physical Conditions 29 5.05 Underground Facilities 30 5.06 Hazardous Environmental Conditions at Site 31 Article 6 - Bonds and Insurance 33 6.01 Performance, Payment, and Other Bonds 33 6.02 Licensed Sureties 33 6.03 Required Minimum Insurance Coverage 33 6.04 General Insurance Provisions 34 6.05 Contractor's Insurance 34 6.06 Property Insurance 37 FMAC Master Agreement Exhibit B 6.07 Waiver of Rights 38 6.08 Owner's Insurance for Project 38 6.09 Acceptable Evidence of Insurance 38 6.10 Certificate of Insurance 39 6.11 Insurance Policies 39 6.12 Continuing Evidence of Coverage 39 6.13 Notices Regarding Insurance 39 6.14 Texas Workers' Compensation Insurance Required Notice 39 Article 7 - Contractor's Responsibilities 41 7.01 Supervision and Superintendence 41 7.02 Labor; Working Hours 41 7.03 Services, Materials, and Equipment 42 7.04 Concerning Subcontractors, Suppliers, and Others 42 7.05 Patent Fees and Royalties 43 7.06 Permits 44 7.07 Taxes 44 7.08 Laws and Regulations 44 7.09 Safety and Protection 45 7.10 Safety Representative 45 7.11 Hazard Communication Programs 46 7.12 Emergencies 46 7.13 Contractor's General Warranty and Guarantee 46 7.14 Indemnification 46 7.15 Delegation of Professional Design Services 48 Article 8 - Other Work at the Site 49 8.01 Other Work 49 8.02 Coordination 49 8.03 Legal Relationships 49 Article 9 - Owner's and OPT's Responsibilities 50 9.01 Communications to Contractor 50 9.02 Replacement of Owner's Project Team Members 50 9.03 Furnish Data 50 9.04 Pay When Due 50 9.05 Lands and Easements; Reports and Tests 50 9.06 Insurance 50 9.07 Modifications 50 9.08 Inspections, Tests, and Approvals 50 9.09 Limitations on OPT's Responsibilities 51 9.10 Undisclosed Hazardous Environmental Condition 51 FMAC Master Agreement Exhibit B 9.11 Compliance with Safety Program 51 Article 10 — OAR's and Designer's Status During Construction 51 10.01 Owner's Representative 51 10.02 Visits to Site 51 10.03 Resident Project Representatives 51 10.04 Rejecting Defective Work 51 10.05 Shop Drawings, Modifications and Payments 51 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work 52 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 52 Article 11— Amending the Contract Documents; Changes in the Work 52 11.01 Amending and Supplementing the Contract Documents 52 11.02 Owner -Authorized Changes in the Work 53 11.03 Unauthorized Changes in the Work 53 11.04 Change of Contract Price 53 11.05 Change of Contract Times 54 11.06 Change Proposals 54 11.07 Execution of Change Orders 55 11.08 Notice to Surety 56 Article 12 — Change Management 56 12.01 Requests for Change Proposal 56 12.02 Change Proposals 56 12.03 Designer Will Evaluate Request for Modification 57 12.04 Equal Non Specified Products 57 12.05 Substitutions 58 Article 13 — Claims 58 13.01 Claims 58 13.02 Claims Process 59 Article 14 — Prevailing Wage Rate Requirements 60 14.01 Payment of Prevailing Wage Rates 60 14.02 Records 60 14.03 Liability; Penalty; Criminal Offense 61 14.04 Prevailing Wage Rates 61 Article 15 — Cost of the Work; Allowances; Unit Price Work 61 15.01 Cost of the Work 61 15.02 Allowances 63 15.03 Unit Price Work 64 FMAC Master Agreement Exhibit B 15.04 Contingencies 64 Article 16-Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 65 16.01 Access to Work 65 16.02 Tests, Inspections, and Approvals 65 16.03 Defective Work 66 16.04 Acceptance of Defective Work 66 16.05 Uncovering Work 66 16.06 Owner May Stop the Work 67 16.07 Owner May Correct Defective Work 67 Article 17 - Payments to Contractor; Set-Offs; Completion; Correction Period 68 17.01 Progress Payments 68 17.02 Application for Payment 69 17.03 Schedule of Values 71 17.04 Schedule of Anticipated Payments and Earned Value 72 17.05 Basis for Payments 72 17.06 Payment for Stored Materials and Equipment 73 17.07 Alternates and Allowances 73 17.08 Retainage and Set-Offs 74 17.09 Procedures for Submitting an Application for Payment 74 17.10 Responsibility of Owner's Authorized Representative 75 17.11 Contractor's Warranty of Title 76 17.12 Substantial Completion 76 17.13 Partial Utilization 76 17.14 Final Inspection 76 17.15 Final Application for Payment 76 17.16 Final Payment 77 17.17 Waiver of Claims 77 17.18 Correction Period 77 Article 18 - Suspension of Work and Termination 78 18.01 Owner May Suspend Work 78 18.02 Owner May Terminate for Cause 78 18.03 Owner May Terminate For Convenience 79 Article 19 - Project Management 80 19.01 Work Included 80 19.02 Quality Assurance 80 19.03 Document Submittal 80 19.04 Permits 80 19.05 Safety Requirements 80 FMAC Master Agreement Exhibit B 19.06 Access to the Site 81 19.07 Contractor's Use of Site 81 19.08 Protection of Existing Structures and Utilities 82 19.09 Pre -Construction Exploratory Excavations 82 19.10 Disruption of Services/Continued Operations 83 19.11 Field Measurements 83 19.12 Reference Data and Control Points 83 19.13 Delivery and Storage 83 19.14 Cleaning During Construction 84 19.15 Maintenance of Roads, Driveways, and Access 85 19.16 Area Access and Traffic Control 85 19.17 Overhead Electrical Wires 85 19.18 Blasting 86 19.19 Archeological Requirements 86 19.20 Endangered Species Resources 86 19.21 Cooperation with Public Agencies 86 Article 20 - Project Coordination 87 20.01 Work Included 87 20.02 Document Submittal 87 20.03 Communication During Project 87 20.04 Project Meetings 87 20.05 Requests for Information 89 20.06 Decision and Action Item Log 89 20.07 Notification By Contractor 90 20.08 Record Documents 90 Article 21- Quality Management 92 21.01 Contractor's Responsibilities 92 21.02 Quality Management Activities by OPT 93 21.03 Contractor's Use of OPT's Test Reports 93 21.04 Documentation 94 21.05 Standards 94 21.06 Delivery and Storage 94 21.07 Verification Testing for Corrected Defects 95 21.08 Test Reports 95 21.09 Defective Work 95 21.10 Limitation of Authority of Testing Laboratory 96 21.11 Quality Control Plan 96 21.12 Implement Contractor's Quality Control Plan 97 Article 22 - Final Resolution of Disputes 98 FMAC Master Agreement Exhibit B 22.01 Methods and Procedures 98 Article 23 - Minority/MBE/DBE Participation Policy 98 23.01 Policy 98 23.02 Definitions 99 23.03 Goals 100 23.04 Compliance 100 Article 24 - Document Management 100 24.01 Work Included 100 24.02 Quality Assurance 100 24.03 Contractor's Responsibilities 100 24.04 Document Submittal 101 24.05 Document Numbering 101 24.06 Document Requirements 102 Article 25 - Shop Drawings 103 25.01 Work Included 103 25.02 Quality Assurance 103 25.03 Contractor's Responsibilities 103 25.04 Shop Drawing Requirements 104 25.05 Special Certifications and Reports 105 25.06 Warranties and Guarantees 105 25.07 Shop Drawing Submittal Procedures 105 25.08 Sample and Mockup Submittal Procedures 107 25.09 Requests for Deviation 108 25.10 Designer Responsibilities 108 25.11 Resubmission Requirements 110 Article 26 - Record Data 110 26.01 Work Included 110 26.02 Quality Assurance 111 26.03 Contractor's Responsibilities 111 26.04 Record Data Requirements 112 26.05 Special Certifications and Reports 112 26.06 Warranties and Guarantees 112 26.07 Record Data Submittal Procedures 112 26.08 Designer's Responsibilities 113 Article 27 - Construction Progress Schedule 114 27.01 Requirements 114 27.02 Document Submittal 114 27.03 Schedule Requirements 115 FMAC Master Agreement Exhibit B 27.04 Schedule Revisions 116 27.05 Float Time 116 Article 28 - Video and Photographic documentation 117 28.01 Work Included 117 28.02 Quality Assurance 117 28.03 Document Submittal 117 28.04 Photgraphs 117 28.05 Video Recording 118 Article 29 - Execution and Closeout 118 29.01 Substantial Completion 118 29.02 Final Inspections 119 29.03 Reinspection Fees 119 29.04 Closeout Documents Submittal 119 29.05 Transfer of Utilities 119 29.06 Warranties, Bonds, and Service Agreements 119 Article 30 - Miscellaneous 120 30.01 Computation of Times 120 30.02 Owner's Right to Audit Contractor's Records 120 30.03 Independent Contractor 121 30.04 Cumulative Remedies 121 30.05 Limitation of Damages 121 30.06 No Waiver 122 30.07 Severability 122 30.08 Survival of Obligations 122 30.09 No Third Party Beneficiaries 122 30.10 Assignment of Contract 122 30.11 No Waiver of Sovereign Immunity 122 30.12 Controlling Law 122 30.13 Conditions Precedent to Right to Sue 122 30.14 Waiver of Trial by Jury 122 30.15 Attorney Fees 122 30.16 Compliance with Laws 123 30.17 Enforcement 123 30.18 Subject to Appropriation 123 30.19 Contract Sum 123 30.20 Contractor's Guarantee as Additional Remedy 123 30.21 Notices. 123 FMAC Master Agreement Exhibit B ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. FMAC Master Agreement Exhibit B 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; FMAC Master Agreement Exhibit B b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. FMAC Master Agreement Exhibit B 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. FMAC Master Agreement Exhibit B 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. FMAC Master Agreement Exhibit B 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. FMAC Master Agreement Exhibit B B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement (either electronic or printed) and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule, which must be a Critical Path Method (CPM) Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and FMAC Master Agreement Exhibit B d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. 5. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the FMAC Master Agreement Exhibit B Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. S. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. FMAC Master Agreement Exhibit B B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner so directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. No Damages for Delay: Contractor shall receive no compensation for delays or hindrances to the Work, except in the case of direct interference with means and methods by the OPT. In no event shall the Contractor be entitled to any compensation or recovery of any special damages in connection with any delays, including without limitation: consequential damages, lost opportunity costs, impact damages, or other similar damages. Owner's exercise of any of its rights or remedies under the Contract Documents (including without limitation ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of Owner's exercise of such rights or remedies, shall not be construed FMAC Master Agreement Exhibit B as active interference in the Contractor's performance of the Work. An extension of Contract Time, to the extent permitted, shall be the sole remedy of the Contractor for any acknowledged delays. Contractor agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; 3. Acts of war or terrorism; and 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article 5: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and 3. Hazardous Environmental Conditions. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. Claims for adjustment to the Contract Price or Contract Times that do not comply with Article 13 are waived. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. FMAC Master Agreement Exhibit B ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. FMAC Master Agreement Exhibit B C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. FMAC Master Agreement Exhibit B Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; FMAC Master Agreement Exhibit B 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. FMAC Master Agreement Exhibit B C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor is entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. FMAC Master Agreement Exhibit B ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. 6.03 Required Minimum Insurance Coverage A. Obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. Deliver evidence of insurance in accordance with the Supplementary Conditions to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. FMAC Master Agreement Exhibit B 6.04 General Insurance Provisions A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with this Article 6 and the Supplementary Conditions. B. Provide endorsements to the policies as outlined in this Article. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of endorsements and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 6.05 Contractor's Insurance A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. FMAC Master Agreement Exhibit B 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. The expected coverage is that which would be included in a commercially available ISO Commercial General Liability policy and should provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; and 4. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Article and the Supplementary Conditions. Insurance is to remain in effect for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. If required by the Supplementary Conditions, provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; e) Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work while in transit or in storage. FMAC Master Agreement Exhibit B 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14, and all other contractual indemnity obligations of Contractor in the Contract Documents. Industry standard ISO Contractual Liability coverage will meet this obligation. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. E. For Projects with a Contract Value that exceeds $5,000,000, purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for Owners Indemnitees as defined in Article 1; and 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long- term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Article must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Article or the Supplementary Conditions or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. FMAC Master Agreement Exhibit B 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. J. The coverage requirements for specific policies of insurance must be met directly by those policies and may not rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 6.06 Property Insurance A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Article and the Supplementary Conditions or those required by Laws and Regulations and must comply with the requirements of Paragraph 6.09. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. FMAC Master Agreement Exhibit B D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 17.13. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Article and the Supplementary Conditions. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. 6.07 Waiver of Rights A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in the Supplementary Conditions. B. All policies purchased in accordance with this Article are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contain provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 6.08 Owner's Insurance for Project A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. 6.09 Acceptable Evidence of Insurance A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. FMAC Master Agreement Exhibit B 6.10 Certificate of Insurance A. Submit Certificates of Insurance meeting the following requirements: 1. Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 6.11 Insurance Policies A. If requested by the Owner, provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles. B. Contractor may block out (redact) any proprietary information or confidential premium pricing information contained in any policy or endorsement furnished under this Contract. 6.12 Continuing Evidence of Coverage A. Provide updated, revised, or new evidence of insurance in accordance this Article and the Supplementary Conditions prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. 6.13 Notices Regarding Insurance A. Notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. 6.14 Texas Workers' Compensation Insurance Required Notice A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, FMAC Master Agreement Exhibit B regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; FMAC Master Agreement Exhibit B 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by this section, with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. Regular working hours are between 7:00 a.m. and 6:00 p.m. unless other times are specifically authorized in writing by OAR. FMAC Master Agreement Exhibit B C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 17.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Documents. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. Under no circumstances shall any Subcontractor debarred under Chapter 41 of The Code of Ordinances, City of Corpus Christi, be deemed acceptable to Owner. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. FMAC Master Agreement Exhibit B E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the FMAC Master Agreement Exhibit B payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. This Project is not exempt from City permits and fees unless expressly stated otherwise. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. FMAC Master Agreement Exhibit B D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes. 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. FMAC Master Agreement Exhibit B 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR to pay or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 INDEMNIFICATION A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK AND/OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONTRACT, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY FMAC Master Agreement Exhibit B INJURY, DEATH OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE SOLE NEGLIGENCE OF AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES SOLE NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM. D. The indemnification obligations of this Paragraph 7.14 are not limited by the amount or type of damages, compensation or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. The indemnification obligations of this Paragraph 7.14 shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by Contractor. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and FMAC Master Agreement Exhibit B 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. FMAC Master Agreement Exhibit B ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. Utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor FMAC Master Agreement Exhibit B or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Article 17. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. FMAC Master Agreement Exhibit B 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. FMAC Master Agreement Exhibit B B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval FMAC Master Agreement Exhibit B must be made by a Change Order. A Change Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. If negotiations under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05 are unsuccessful, Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive.. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification. 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 16.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. 11.04 Change of Contract Price A. The Contract Price for authorized Work can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 13. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 15.03, where the Work involved is covered by unit prices in the Contract Documents; FMAC Master Agreement Exhibit B 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 15.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents and the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute, whichever is greater. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 15.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 15.01.C.4, and 15.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. 11.05 Change of Contract Times A. The Contract Times for authorized Work can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 13. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. FMAC Master Agreement Exhibit B B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 13. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, b. Required because Defective Work was accepted under Paragraph 16.04 or Owner's correction of Defective Work under Paragraph 16.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 13. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the FMAC Master Agreement Exhibit B Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. If the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, the Change Order is deemed to be in full force as if executed by Contractor. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for assification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and FMAC Master Agreement Exhibit B 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. 12.04 Equal Non Specified Products A. The products of the listed Suppliers are to be furnished where Specifications list several manufacturers but do not specifically list "or equal" or "or approved equal" products. Use of any products other than those specifically listed is a substitution. Follow the procedures in Paragraph 12.05 for a substitution. B. Contractor may submit other manufacturers' products that are in full compliance with the Specification where Specifications list one or more manufacturers followed by the phase "or equal" or "or approved equal. 1. Submit a Shop Drawing as required by Article 25 to document that the proposed product is equal or superior to the specified product. 2. Prove that the product is equal. It is not the OPT's responsibility to prove the product is not equal. a. Indicate on a point by point basis for each specified feature that the product is equal to the Contract Document requirements. b. Make a direct comparison with the specified manufacturer's published data sheets and available information. Provide this printed material with the Shop Drawing. c. The decision of the Designer regarding the acceptability of the proposed product is final. FMAC Master Agreement Exhibit B II 3. Provide a typewritten certification that, in furnishing the proposed product as an equal, the Contractor: a. Has thoroughly examined the proposed product and has determined that it is equal or superior in all respects to the product specified. b. Has determined that the product will perform in the same manner and result in the same process as the specified product. c. Will provide the same warranties and/or bonds as for the product specified. d. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the product into the construction and will waive all claims for additional Work which may be necessary to incorporate the product into the Project which may subsequently become apparent. e. Will maintain the same time schedule as for the specified product. 4. A Change Proposal is not required for any product that is in full compliance with the Contract Documents. If the product is not in full compliance, it may be offered as a Substitution. 12.05 Substitutions A. Substitutions are defined as any product that the Contractor proposes to provide for the Project in lieu of the specified product. Submit a Change Proposal per Paragraph 12.02 along with a Shop Drawing as required by Article 25 to request approval of a substitution. B. Prove that the product is acceptable as a substitute. It is not the Designer's responsibility to prove the product is not acceptable as a substitute. 1. Indicate on a point by point basis for each specified feature that the product is acceptable to meet the intent of the Contract Documents requirements. 2. Make a direct comparison with the specified Suppliers published data sheets and available information. Provide this printed material with the documents submitted. 3. The decision of the Designer regarding the acceptability of the proposed substitute product is final. C. Provide a written certification that, in making the substitution request, the Contractor: 1. Has determined that the substituted product will perform in substantially the same manner and result in the same ability to meet the specified performance as the specified product. 2. Will provide the same warranties and/or bonds for the substituted product as specified or as would be provided by the manufacturer of the specified product. 3. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the substituted product into the Project and will waive all claims for additional Work which may be necessary to incorporate the substituted product into the Project which may subsequently become apparent. 4. Will maintain the same time schedule as for the specified product. D. Pay for review of substitutions in accordance with Article 25. ARTICLE 13 — CLAIMS 13.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. Seeking an adjustment of Contract Price or Contract Times; FMAC Master Agreement Exhibit B 2. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; 3. Contesting OPT's decision regarding a Change Proposal; 4. Seeking resolution of a contractual issue that OAR has declined to address; or 5. Seeking other relief with respect to the terms of the Contract. 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and FMAC Master Agreement Exhibit B Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. Venue for any mediation or lawsuit filed under this Agreement shall be in Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement in any court having jurisdiction thereof. 4. Nothing in this Agreement shall be construed as consent to a lawsuit. No provision of the Agreement shall waive any immunity or defense. L. Contractor may appeal a Claim that is denied in whole or in part by filing such appeal with Owner within 30 days following the denial. Owner will have 60 days to review the appeal and respond to Contractor. If Owner does not respond within 60 days after receipt of the appeal, the appeal shall be deemed denied. M. Notify the OAR if efforts to resolve the Claim are not successful, and the Claim is denied. N. If the entity receiving a Claim approves the Claim in whole or in part or denies it in whole or in part or if Owner denies an appealed Claim, this action is final and binding unless the other entity invokes the procedure described in Article 22 for final resolution of disputes within 30 days after this action. O. If the Owner and Contractor reach a mutual agreement regarding a Claim, the results of the agreement or action on the Claim will be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times. P. Both parties shall continue to perform all obligations under the Agreement during the pendency of any dispute or disagreement relating to this Agreement, unless performance would be impracticable or impossible under the circumstances. ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS 14.01 Payment of Prevailing Wage Rates A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. B. Contractor and its Subcontractors are required to pay Davis -Bacon Wage Rates. C. Contractor and its Subcontractors are required to pay laborers and mechanics an overtime rate of not less than one and one-half times the basic rate for all hours worked in excess of forty hours in a given workweek. 14.02 Records A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and FMAC Master Agreement Exhibit B 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 14.03 Liability; Penalty; Criminal Offense A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. B. Tex. Gov't Code §2258.023(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed on each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. 14.04 Prevailing Wage Rates A. Use the Prevailing Wage Rates specified in the Supplementary Conditions. ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 15.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 15.01, except those excluded in Paragraph 15.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 15.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost- plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the FMAC Master Agreement Exhibit B Work is being used under provisions of Paragraph 15.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 15.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; FMAC Master Agreement Exhibit B e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 15.01.C.1 or specifically covered by Paragraph 15.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 15.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 15.01. 15.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. FMAC Master Agreement Exhibit B B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 15.02.6.1 and 15.02.6.2 above are included in the Contract Price. C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 15.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 15.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 15.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 15.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. FMAC Master Agreement Exhibit B B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 15.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 16.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 16.02 Tests, Inspections and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; FMAC Master Agreement Exhibit B 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 16.03 Defective Work A. It is Contractor's obligation to ensure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 16.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 17 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 17 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. 16.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. FMAC Master Agreement Exhibit B B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 16.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 16.07 Owner May Correct Defective Work A. Owner may remedy deficiencies in the Work after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 16.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 16.07 are to be charged against Contractor as a set-off against payments due under Article 17. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. FMAC Master Agreement Exhibit B E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 16.07. ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 17.01 Progress Payments A. Progress payment requests are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in this Article 17. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 17.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 15.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 15.01, 15.02 and 15.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 16.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; j. Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; g. FMAC Master Agreement Exhibit B I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; p. q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 17.02 Application for Payment A. Submit Applications for Payment for completed Work and for materials and equipment in accordance with the Supplementary Conditions, the Agreement, and this Article 17. The Contract Price is to include costs for: 1. Providing the Work in accordance with the Contract Documents; 2. Installing Owner furnished equipment and materials; 3. Providing Work for Alternates and Allowances; 4. Commissioning, start-up, training and initial maintenance and operation; S. Acceptance testing in manufacturer's facilities or on Site; 6. All home office overhead costs and expenses, including profit made directly or indirectly for the Project; FMAC Master Agreement Exhibit B 7. Project management, Contract administration, field office, and field operations staff, including supervision, clerical support, and technology system support; 8. Professional services including design fees, legal fees, and other professional services; 9. Bonds and insurance; 10. Permits, licenses, patent fees, and royalties; 11. Taxes; 12. Providing all documents and Samples required by the Contract Documents; 13. Facilities and equipment at the Site including: a. Field offices, office furnishings, and all related office supplies, software, and equipment, b. Storage facilities for Contractor's use, storage facilities for stored materials and equipment, including spare parts storage, c. Shops, physical plant, construction equipment, small tools, vehicles, technology and telecommunications equipment, d. Safety equipment and facilities to provide safe access and working conditions for workers and for others working at the Site, e. Temporary facilities for power and communications, f. Potable water and sanitation facilities, and g. Mobilization and demobilization for all of these facilities and equipment; 14. Products, materials, and equipment stored at the Site or other suitable location; 15. Products, materials, and equipment permanently incorporated into the Project; 16. Temporary facilities for managing water, including facilities for pumping, storage, and treatment as required for construction and protection of the environment; 17. Temporary facilities for managing environment conditions and Constituents of Concern; 18. Temporary facilities such as sheeting, shoring, bracing, formwork, embankments, storage facilities, working areas, and other facilities required for construction of the Project; 19. Temporary and permanent facilities for protection of all overhead, surface, or underground structures or features; 20. Temporary and permanent facilities for removal, relocation, or replacement of any overhead, surface, or underground structures or features; 21. Products, materials, and equipment consumed during the construction of the Project; 22. Contractor labor and supervision to complete the Project, including that provided through Subcontractors or Suppliers; 23. Correcting Defective Work during the Contract Times, during the Correction Period, or as required to meet any warranty provision of the Contract Documents; 24. Risk associated with weather and environmental conditions, start-up, and initial operation of facilities including equipment, processes, and systems; 25. Contractor's safety programs, including management, administration, and training; FMAC Master Agreement Exhibit B 26. Maintenance of facilities, including equipment, processes, and systems until operation is transferred to Owner; 27. Providing warranties, extended or special warranties, or extended service agreements; 28. Cleanup and disposal of any and all surplus materials; and 29. Demobilization of all physical, temporary facilities not incorporated into the Project. B. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price. C. Provide written approval of the surety company providing Bonds for the Schedule of Values, Application for Payment form, and method of payment prior to submitting the first Application for Payment. Submit approval using the Consent of Surety Company to Payment Procedures form provided. Payment will not be made without this approval. D. OAR may withhold processing Applications for Payment if any of the following processes or documentation are not up to date: 1. Progress Schedule per Article 27. 2. Project photographs per Article 28. 3. Record Documents per Article 20. 4. Documentation required to comply with Owner's Minority / MBE / DBE Participation Policy. 5. Certified payroll documentation required by the Contract Documents. 6. Documentation required to substantiate any approved Project deviation, including overruns of Designer's estimated quantity. 7. Documentation required by funding agency per Section 00 74 00. 17.03 Schedule of Values A. Submit a detailed Schedule of Values for the Work at least 10 days prior to submitting the first Application for Payment. B. Submit the Schedule of Values in the form provided in Attachment A to the Application for Payment - Tabulation of Earned Value of Original Contract Performed. C. Do not submit an Application for Payment until the Schedule of Values has been approved by the OAR. D. If unit prices are included in the Agreement, use each unit price line item in the Agreement as a unit price line item in the Schedule of Values. E. Divide lump sum line items, including Subcontractor and Supplier amounts in the Schedule of Values into smaller components to allow more accurate determination of the earned value for each item. 1. Provide adequate detail to allow a more accurate determination of the earned value expressed as a percentage of Work completed for each item. 2. Line items may not exceed $50,000.00, unless they are for products, materials, or equipment permanently incorporated into the Project that cannot be subdivided into units or subassemblies. 3. Lump sum items may be divided into an estimated number of units to determine earned value. a. The estimated number of units times the cost per unit must equal the lump sum amount for that line item. FMAC Master Agreement Exhibit B b. Contractor will receive payment for the lump sum for the line item, regardless of the number of units installed, unless an adjustment is made by Change Order. 4. Include Contractor's overhead and profit in each line item in proportion to the value of the line item to the Contract Price. 5. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price for each item. 6. These line items may be used to establish the value of Work to be added or deleted from the Project. 7. The sum of all values listed in the schedule must equal the total Contract Price. F. Subdivide each line item in the Schedule of Values into two payment components. The first component is the direct cost for products, materials, and equipment permanently incorporated into the Project. The second component is all other cost associated with the item in the Agreement. The sum of the two components must equal the value of the line item in the Schedule of Values. G. Where a percentage of the line value is allowed for a specified stage of completion, show the value for each stage of completion as a component of that line item cost. 17.04 Schedule of Anticipated Payments and Earned Value A. Submit a schedule of the anticipated Application for Payments showing the application numbers, submission dates, and the anticipated amount to be requested. Incorporate retainage into the development of this schedule of anticipated payments. B. Submit a tabulation of the anticipated Total Earned Value of Fees, Work, and Materials to create a graphic (curve) representation of the anticipated progress on the Project each month. Adjust this table and curve to incorporate Modifications. Use this curve to compare actual progress on the Project each month by comparing the anticipated cumulative Total Earned Value of Fees, Work, and Materials to the actual Total Earned Value of Fees, Work, and Materials each month. Use the comparison of values to determine performance on budget and schedule. C. Update the Schedule of Payments as necessary to provide a reasonably accurate indication of the funds required to make payments each month to the Contractor for Work performed. 17.05 Basis for Payments A. Lump Sum Contracts: 1. Payment will be made for the earned value of Work completed during the payment period expressed as a percentage of Work completed for each line item during the payment period per the Contract Documents. 2. Payment amount is the value of Work completed per the Contract Documents multiplied by the percentage of Work completed. 3. Payment for lump sum items divided into an estimated number of units to determine earned value per Paragraph 17.03.E.3 will be made for the measured number of units. 4. Payment for stored materials and equipment will be made per Paragraph 17.06. B. Unit Price Contracts: 1. Payment will be made for the actual quantity of Work completed during the payment period and for materials and equipment stored during the payment period per the Contract Documents. FMAC Master Agreement Exhibit B a. Payment amount is the Work quantity measured per the Contract Documents multiplied by the unit prices for that line item in the Agreement. b. Payment for stored materials and equipment will be made per Paragraph 17.06. 2. Measure the Work described in the Agreement for payment. Payment will be made only for the actual measured and/or computed length, area, solid contents, number, and weight, unless other provisions are made in the Contract Documents. Payment on a unit price basis will not be made for Work outside finished dimensions shown in the Contract Documents. Include cost for waste, overages, and tolerances in the unit price for that line item. 17.06 Payment for Stored Materials and Equipment A. Store materials and equipment properly at the Site. 1. Payment will be made for the invoice amount less the specified retainage. 2. Payment for materials and equipment show in the Application for Payment on Attachment A or Attachment B - Tabulation of Work on Approved Contract Modifications will be made for the invoice amount, up to the value shown in the Schedule of Values for that line item. Costs for material and equipment in excess of the value shown in the Schedule of Values may not be added to other line items. 3. Payment will be made in full for the value shown in the line item for products and materials if invoices for materials and equipment are less than the amount shown in the line item and it can be demonstrated that no additional materials or equipment are required to complete Work described in that item. 4. Provide invoices at the time materials are included on Attachment D to the Application for Payment - Tabulation of Values for Materials and Equipment. Include invoice numbers on Attachment D so that a comparison can be made between invoices and amounts included on Attachment D. B. Provide a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of Liens. Provide documentation of payment for materials and equipment with the next Application for Payment. Adjust payment to the amount actually paid if this differs from the invoice amount. Remove items from the tabulation of materials and equipment if this documentation is not provided. Payment will not be made for material and equipment without documentation of payment. C. Contractors can be paid for non-perishable materials on hand stored at the site, provided that invoices are furnished to the City for verification of the material value, and that Contractor provides documents, satisfactory to the City, that show that the material supplier has been paid for the materials delivered to the work site. D. Provide evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest. E. The Work covered by progress payments becomes the property of the Owner at the time of payment. The Contractor's obligations with regard to proper care and maintenance, insurance, and other requirements are not changed by this transfer of ownership until accepted in accordance with the General Conditions. F. Payment for materials and equipment does not constitute acceptance of the product. 17.07 Alternates and Allowances A. Include amounts for specified Alternate Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. B. Include amounts for specified Allowances for Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. FMAC Master Agreement Exhibit B 17.08 Retainage and Set -Offs A. Retainage will be withheld from each Application for Payment per the Agreement. Retainage will be released per the General Conditions. B. Reduce payments for set -offs per the General Conditions. Include Attachment C — Tabulation of Set -Offs in the Application for Payment. 17.09 Procedures for Submitting an Application for Payment A. Submit a draft Application for Payment to the OAR each month at least 20 days before the date established in the Agreement for Owner to make progress payments. Do not submit Applications for Payment more often than monthly. Review the draft Application for Payment with the OAR to determine concurrence with: 1. The earned value for each lump sum item including the value of properly stored and documented materials and equipment for each item in the original Contract. 2. The quantity of Work completed for each unit price item. 3. Set -offs included in the Application for Payment. 4. Values requested for materials and equipment consistent with invoices for materials and equipment. B. Submit Applications for Payment monthly through the OAR after agreement has been reached on the draft Application for Payment. 1. Number each application sequentially and include the dates for the application period. 2. Show the total amounts for earned value of original Contract performed, earned value for Work on approved Contract Amendments and Change Orders, retainage, and set -offs. Show total amounts that correspond to totals indicated on the attached tabulation for each. 3. Include Attachment A to show the earned value on each line item in the Schedule of Values for Work shown in the original Contract. 4. Include Attachment B to show the earned value on line items for approved Change Orders. Add items to Attachment B as Change Orders are approved. Change Orders must be approved before payment can be made on Change Order items. 5. Include Attachment C to document set -offs required per the Contract Documents. Show each set-off as it is applied. Show a corresponding line item to reduce the set-off amount if a payment held by a set- off is released for payment. 6. Include Attachment D to allow tracking of invoices used to support amounts requested as materials in Attachments A and B. Enter materials to show the amount of the invoice assigned to each item in Attachment A or B if an invoice includes materials used on several line items. 7. Complete the certification stating that all Work, including materials and equipment, covered by this Application for Payment have been completed or delivered and stored in accordance with the Contract Documents, that all amounts have been paid for Work, materials, and equipment for which previous payments have been made by the Owner, and that the current payment amount shown in this Application for Payment is now due. C. Submit attachments in Portable Document Format (PDF): 1. Generate attachments to the Application for Payment using the Excel spreadsheet provided. FMAC Master Agreement Exhibit B 2. Submit PDF documents with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. 17.10 Responsibility of Owner's Authorized Representative A. OAR will review draft Application for Payment with Contractor to reach an agreement on the values that will be recommended for payment by the OAR. B. OAR will review Application for Payment submitted by Contractor to determine that the Application for Payment has been properly submitted and is in accordance with the agreed to draft Application for Payment. C. OAR is to either recommend payment of the Application for Payment to Owner or notify the Contractor of the OPT's reasons for not recommending payment. Contractor may make necessary corrections and resubmit the Application for Payment if it is not recommended within 10 days after receipt of the notice. OAR will review resubmitted Application for Payment and reject or recommend payment of the Application for Payment to Owner as appropriate. D. OAR's recommendation of the Application for Payment constitutes a representation by OPT that based on their experience and the information available: 1. The Work has progressed to the point indicated; 2. The quality of the Work is generally in accordance with the Contract Documents; and 3. Requirements prerequisite to payment have been met. E. This representation is subject to: 1. Further evaluation of the Work as a functioning whole; 2. The results of subsequent tests called for in the Contract Documents; or 3. Any other qualifications stated in the recommendation. F. OPT does not represent by recommending payment: 1. Inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or 2. Other matters or issues between the parties that might entitle Contractor to additional compensation or entitle Owner to withhold payment to Contractor may or may not exist. G. Neither OPT's review of Contractor's Work for the purposes of recommending payments nor OAR's recommendation of payment imposes responsibility on OPT: 1. To supervise, direct, or control the Work; 2. For the means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs; 3. For Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; 4. To make examinations to ascertain how or for what purposes Contractor has used the monies paid on account of the Contract Price; or S. To determine that title to the Work, materials, or equipment has passed to Owner free and clear of Liens. FMAC Master Agreement Exhibit B 17.11 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 17.12 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work within 30 days after Contractor's notification to determine if the Work is substantially complete. OAR, within 120 days after receipt of Contractor's notification, is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 17.13 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 17.12 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 17.14 Final Inspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 17.13 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 17.15 Final Application for Payment A. Include adjustments to the Contract Price in the final Application for Payment for: 1. Approved Change Orders and Contract Amendments, 2. Allowances not previously adjusted by Change Order, FMAC Master Agreement Exhibit B 3. Deductions for Defective Work that has been accepted by the Owner, 4. Penalties and bonuses, 5. Deductions for liquidated damages, 6. Deduction for all final set -offs, and 7. Other adjustments if needed. B. OAR will prepare a final Change Order reflecting the approved adjustments to the Contract Price which have not been covered by previously approved Change Orders and if necessary reconcile estimate unit price quantities with actual quantities. 17.16 Final Payment A. Make final Application for Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 17.17 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 17.14; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 22 and specifically noted in the Certificate of Final Completion. 17.18 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer period of time prescribed by the terms of the Contract Documents. FMAC Master Agreement Exhibit B B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 17.18.A and 17.18.6 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of loss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or system is placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 17.18.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 17.18. G. Contractor's obligations under this Paragraph 17.18 are in addition to other obligations or warranties. The provisions of this Paragraph 17.18 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION 18.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. 18.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, FMAC Master Agreement Exhibit B d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 18.02.A.4. Owner may terminate Contractor's performance under this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that Contractor's performance under the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 18.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated Contractor's performance under the Contract for cause. E. Owner may elect not to proceed with termination of Contractor's performance under the Contract under this Paragraph 18.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 18.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination of Contractor's performance does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 18.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. FMAC Master Agreement Exhibit B ARTICLE 19 — PROJECT MANAGEMENT 19.01 Work Included A. Furnish resources required to complete the Project with an acceptable standard of quality within the Contract Times. B. Construct Project in accordance with current safety practices. C. Manage Site to allow access to Site and control construction operations. D. Construct temporary facilities to provide and maintain control over environmental conditions at the Site. Remove temporary facilities when no longer needed. E. Provide temporary controls for pollutions, management of water and management of excess earth as required in SECTION 01 57 00 TEMPORARY CONTROLS. 19.02 Quality Assurance A. Employ competent workmen, skilled in the occupation for which they are employed. Provide Work meeting quality requirements of the Contract Documents. B. Remove Defective Work from the Site immediately unless provisions have been made and approved by the OPT to allow repair of the product at the Site. Clearly mark Work as Defective until it is removed or allowable repairs have been completed. 19.03 Document Submittal A. Provide documents in accordance with Article 24. 1. Provide copies of Supplier's printed storage instructions prior to furnishing materials or products and installation instructions prior to beginning the installation. 2. Incorporate field notes, sketches, recordings, and computations made by the Contractor in Record Data. 19.04 Required Permits A. Obtain building permits for the Project from the local authorities having jurisdiction. Pay building permit fees and include this cost in the Contract Price. B. Obtain environmental permits required for construction at the Site. C. Provide required permits for transporting heavy or oversized loads. D. Provide other permits required to conduct any part of the Work. E. Arrange for inspections and certification by agencies having jurisdiction over the Work. F. Make arrangements with private utility companies and pay for fees associated with obtaining services, or for inspection fees. G. Retain copies of permits and licenses at the Site and observe and comply with all regulations and conditions of the permit or license. 19.05 Safety Requirements A. Manage safety to protect the safety and welfare of persons at the Site. FMAC Master Agreement Exhibit B B. Provide safe access to move through the Site. Provide protective devices to warn and protect from hazards at the Site. C. Provide safe access for those performing tests and inspections. D. Comply with latest provisions of the Occupational Health and Safety Administration and other Laws and Regulation. E. Cooperate with accident investigations. Provide two copies of all reports, including insurance company reports, prepared concerning accidents, injury, or death related to the Project to the OAR as Record Data per Article 26. 19.06 Access to the Site A. Maintain access to the facilities at all times. Do not obstruct roads, pedestrian walks, or access to the various buildings, structures, stairways, or entrances. Provide safe access for normal operations during construction. B. Provide adequate and safe access for inspections. Leave ladders, bridges, scaffolding, and protective equipment in place until inspections have been completed. Construct additional safe access if required for inspections. C. Use roadways for construction traffic only with written approval of the appropriate representatives of each entity. Obtain written approval to use roads to deliver heavy or oversized loads to the Site. Furnish copies of the written approvals to the Owner as Record Data per Article 26. 19.07 Contractor's Use of Site A. Limit the use of Site for Work and storage to those areas designated on the Drawings or approved by the OAR. Coordinate the use of the premises with the OAR. B. Provide security at the Site as necessary to protect against vandalism and loss by theft. C. Do not permit alcoholic beverages or illegal substances on the Site. Do not allow persons under the influence of alcoholic beverages or illegal substances to enter or remain on the Site at any time. Persons on Site under the influence of alcoholic beverages or illegal substances will be permanently prohibited from returning to the Site. Criminal or civil penalties may also apply. D. Park construction equipment in designated areas only and provide spill control measures as discussed in SECTION 01 57 00 TEMPORARY CONTROLS. E. Park employees' vehicles in designated areas only. F. Obtain written permission of the Owner before entering privately -owned land outside of the Owner's property, rights-of-way, or easements. G. Do not allow the use of audio devices, obnoxious, vulgar or abusive language, or sexual harassment in any form. These actions will cause immediate and permanent removal of the offender from the premises. Criminal or civil penalties may apply. H. Require Workers to wear clothing that is inoffensive and meets safety requirements. Do not allow sleeveless shirts, shorts, exceedingly torn, ripped, or soiled clothing to be worn on the Project. I. Do not allow firearms or weapons of any sort to be brought on to the Site under any conditions. No exception is to be made for persons with concealed handgun permits. Remove any firearms or weapons and the person possessing these firearms or weapons immediately from the Site. FMAC Master Agreement Exhibit B 19.08 Protection of Existing Structures and Utilities A. Examine the Site and review the available information concerning the Site. Locate utilities, streets, driveways, fences, drainage structures, sidewalks, curbs, and gutters. Verify the elevations of the structures adjacent to excavations. Report any discrepancies from information in the Contract Documents to the OAR before beginning construction. B. Determine if existing structures, poles, piping, or other utilities at excavations will require relocation or replacement. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES. Coordinate Work with local utility company and others for the relocation or replacement. C. Protect buildings, utilities, street surfaces, driveways, sidewalks, curb and gutter, fences, wells, drainage structures, piping, valves, manholes, electrical conduits, and other systems or structures unless they are shown to be replaced or relocated on the Drawings. Restore damaged items to the satisfaction of the OPT and utility owner. D. Carefully support and protect all structures and/or utilities so that there will be no failure or settlement where excavation or demolition endangers adjacent structures and utilities. Do not take existing utilities out of service unless required by the Contract Documents or approved by the OAR. Notify and cooperate with the utility owner if it is necessary to move services, poles, guy wires, pipelines, or other obstructions. E. Protect existing trees and landscaping at the Site. 1. Identify trees that may be removed during construction with OPT. 2. Mark trees to be removed with paint. 3. Protect trees to remain from damage by wrapping trunks with 2 x 4 timbers around the perimeter, securely wired in place, where machinery must operate around existing trees. Protect branches and limbs from damage by equipment. 4. Protect root zone from compaction. 19.09 Pre -Construction Exploratory Excavations A. Excavate and expose existing pipelines that cross within 20 feet of Project pipelines prior to any Work. Survey the line to determine its exact vertical and horizontal location at each point the existing pipeline may potentially conflict with the Work. B. Excavate and expose existing parallel pipelines at 300 feet intervals (maximum) for existing pipelines which are within 10 feet of Project pipelines. Survey the line to determine its exact vertical and horizontal location at each point where the line is excavated and exposed. C. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES indicating the owner of pipelines excavated and surveyed and all pertinent survey data, including the station where lines cross or conflicts may exist and the distance to the pavement centerline and elevations of the top of existing pipelines. D. Do not perform Work on the Project until all exploratory excavations have been completed and the Plan of Action has been approved by the OAR. E. Unless specifically indicated otherwise in the Bid Form, no separate payment will be made for pre - construction exploratory excavations. Include the cost for pre -construction exploratory excavations in the unit price for the pipe construction or other applicable feature. When necessary, pavement repairs associated with exploratory excavations that are beyond the limits of the new pavement will be paid for at the unit prices for pavement repair when an item is included in the Bid Form. When an item for pavement repair is not included in the Bid Form, the cost should be included in the unit price for the pipe construction or other applicable feature. FMAC Master Agreement Exhibit B 19.10 Disruption of Services/Continued Operations A. Existing facilities are to continue in service as usual during the construction unless noted otherwise. Owner of utilities must be able to operate and maintain the facilities. Keep disruptions to existing utilities, piping, process piping, or electrical services to a minimum. 1. Do not restrict access to critical valves or operators. 2. Limit operations to the minimum amount of space needed to complete the specified Work. 3. Maintain storm sewers and sanitary sewers in service at all times. Provide temporary service around the construction or otherwise construct the structure in a manner that the flow is not restricted. B. Provide a Plan of Action in accordance with SECTION 0135 00 SPECIAL PROCEDURES if facilities must be taken out of operation. 19.11 Field Measurements A. Perform complete field measurements prior to purchasing products or beginning construction for products required to fit existing conditions. B. Verify property lines, control lines, grades, and levels indicated on the Drawings. C. Check Shop Drawings and indicate the actual dimensions available where products are to be installed. D. Include field measurements in Record Data as required in Article 26. 19.12 Reference Data and Control Points A. The OPT will provide the following control points: 1. Base line or grid reference points for horizontal control. 2. Benchmarks for vertical control. B. Locate and protect control points prior to starting the Work and preserve permanent reference points during construction. Designated control points may be on an existing structure or monument. Do not change or relocate points without prior approval of the OAR. Notify OAR when the reference point is lost, destroyed, or requires relocation. Replace Project control points on the basis of the original survey. C. Provide complete engineering layout of the Work needed for construction. 1. Provide competent personnel. Provide equipment including accurate surveying instruments, stakes, platforms, tools, and materials. 2. Provide surveying with accuracy meeting the requirements established for Category 5 Construction Surveying as established in the Manual of Practice of Land Surveying in Texas published by the Texas Society of Professional Surveyors, latest revision. 3. Record Data and measurements per standards. 19.13 Delivery and Storage A. Deliver products and materials to the Site in time to prevent delays in construction. B. Deliver packaged products to Site in original undamaged containers with identifying labels attached. Open cartons as necessary to check for damage and to verify invoices. Reseal cartons and store properly until used. Leave products in packages or other containers until installed. C. Assume full responsibility for the protection and safekeeping of products stored at the Site. FMAC Master Agreement Exhibit B D. Store products at locations acceptable to the OAR and to allow Owner access to maintain and operate existing facilities. E. Store products in accordance with the Supplier's storage instructions immediately upon delivery. Leave seals and labels intact. F. Provide additional storage areas as needed for construction. Store products subject to damage by elements in substantial weather -tight enclosures or storage sheds. Provide and maintain storage sheds as required for the protection of products. Provide temperature, humidity control, and ventilation within the ranges stated in the Supplier's instructions. Remove storage facilities at the completion of the Project. G. Protect the pipe interior. Keep all foreign materials such as dirt, debris, animals, or other objects out of the pipe during the Work. Cap or plug ends of installed pipe in an approved manner when pipe is not being installed. Clean or wash out pipe sections that become contaminated before continuing with installation. Take precautions to prevent the pipe from floating or moving out of the proper position during or after laying operations. Immediately correct any pipe that moves from its correct position. H. Provide adequate exterior storage for products that may be stored out-of-doors. 1. Provide substantial platforms, blocking, or skids to support materials and products above ground which has been sloped to provide drainage. Protect products from soiling or staining. 2. Cover products subject to discoloration or deterioration from exposure to the elements, with impervious sheet materials. Provide ventilation to prevent condensation below covering. 3. Store loose, granular materials on clean, solid surfaces, or on rigid sheet materials, to prevent mixing with foreign matter. 4. Provide surface drainage to prevent erosion and ponding of water. 5. Prevent mixing of refuse or chemically injurious materials or liquids with stored materials. 6. Pipes and conduits stored outdoors are to have open ends sealed to prevent the entrance of dirt, moisture, and other injurious materials. Protect PVC pipe from ultraviolet light exposure. 7. Store light weight products to prevent wind damage. I. Maintain storage facilities. Inspect stored products on a weekly basis and after periods of severe weather to verify that: 1. Storage facilities continue to meet specified requirements; 2. Supplier's required environmental conditions are continually maintained; and 3. Products that can be damaged by exposure to the elements are not adversely affected. J. Replace any stored item damaged by inadequate protection or environmental controls. K. Payment may be withheld for any products not properly stored. 19.14 Cleaning During Construction A. Provide positive methods to minimize raising dust from construction operations and provide positive means to prevent air -borne dust from disbursing into the atmosphere. Control dust and dirt from demolition, cutting, and patching operations. B. Clean the Project as Work progresses and dispose of waste materials, keeping the Site free from accumulations of waste or rubbish. Provide containers on Site for waste collection. Do not allow waste materials or debris to blow around or off of the Site. Control dust from waste materials. Transport waste materials with as few handlings as possible. FMAC Master Agreement Exhibit B C. Comply with Laws and Regulations. Do not burn or bury waste materials. Remove waste materials, rubbish and debris from the Site and legally dispose of these at public or private disposal facilities. D. Provide a final cleaning to thoroughly clean the entire Site and make ready for acceptance. 1. Remove construction debris, boxes, and trash from the Site. 2. Remove construction storage sheds and field offices. 3. Restore grade to match surrounding condition and remove excess dirt. 4. Sweep all drives and parking lots clean of dirt and debris. Use water trucks or hose down paved site to like new appearance. 19.15 Maintenance of Roads, Driveways, and Access A. Maintain roads and streets in a manner that is suitable for safe operations of public vehicles during all phases of construction unless the Owner approves a street closing. Do not close public roads overnight. B. Submit a Notification by Contractor for Owner's approval of a street closing. The request shall state: 1. The reason for closing the street. 2. How long the street will remain closed. 3. Procedures to be taken to maintain the flow of traffic. C. Construct temporary detours, including by-pass roads around construction, with adequately clear width to maintain the free flow of traffic at all times. Maintain barricades, signs, and safety features around the detour and excavations. Maintain barricades, signs, and safety features around the Work in accordance with all provisions of the latest edition of the Manual on Uniform Traffic Control Devices (MUTCD). D. Assume responsibility for any damage resulting from construction along roads or drives. 19.16 Area Access and Traffic Control A. Provide traffic control measures to assure a safe condition and to provide a minimum of inconvenience to motorists and the public. Provide all-weather access to all residents and businesses at all times during construction. Provide temporary driveways and/or roads of approved material during wet weather. Maintain a stockpile of suitable material on the Site to meet the demands of inclement weather. B. Schedule operations to minimize adverse impact on the accessibility of adjoining properties. Sequence construction to build driveways in half widths, construct temporary ramps, or any other measure required to maintain access to adjoining properties. C. Comply with the Owner's Uniform Barricading Standards and Practices. Copies of this document are available through the Owner's Traffic Engineering Department. Secure required permits from the Owner's Traffic Engineering Department. 19.17 Overhead Electrical Wires A. Comply with OSHA safety requirements regarding construction equipment working beneath overhead electrical wires. Prevent and pay for repairs for damage to existing overhead electrical wires or facilities. B. Provide for adequate safety with regard to overhead lines whether overhead lines are or are not shown in the Contract Documents. FMAC Master Agreement Exhibit B 19.18 Blasting A. Blasting is not allowed for any purpose. 19.19 Archeological Requirements A. Cease operations immediately and contact the Owner for instructions if historical or archaeological artifacts are found during construction. B. Conduct all construction activities to avoid adverse impact on the Sites where significant historical or archaeological artifacts are found or identified as an area where other artifacts could be found. 1. Obtain details for Working in these areas. 2. Maintain confidentiality regarding the Site. 3. Adhere to the requirements of the Texas Historical Commission. 4. Notify the OAR and the Texas Historical Commission. C. Do not disturb archaeological sites. 1. Obtain the services of a qualified archaeological specialist to instruct construction personnel on how to identify and protect archaeological finds on an emergency basis. 2. Coordinate activities to permit archaeological work to take place within the area. a. Attempt to archaeologically clear areas needed for construction as soon as possible. b. Provide a determination of priority for such areas. D. Assume responsibility for any unauthorized destruction that might result to such Sites by construction personnel, and pay all penalties assessed by the State or Federal agencies for non-compliance with these requirements. E. Contract Times will be modified to compensate for delays caused by such archaeological finds. No additional compensation will be paid for delays. 19.20 Endangered Species Resources A. Do not perform any activity that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. B. Cease Work immediately in the area of the encounter and notify the OAR if a threatened or endangered species is encountered during construction. OPT will implement actions in accordance with the ESA and applicable State statutes. Resume construction in the area of the encounter when authorized to do so by the OAR. 19.21 Cooperation with Public Agencies A. Cooperate with all public and private agencies with facilities operating within the limits of the Project. B. Provide a 48-hour notice to any applicable agency when work is anticipated to proceed in the vicinity of any facility by using Texas 811 at 811 and the Lone Star Notification Company at 1-800-669-8344. FMAC Master Agreement Exhibit B ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included A. Administer Contract requirements to construct the Project. Provide documentation per the requirements of this Section. Provide information as requested by the OPT. 20.02 Document Submittal A. Provide documents in accordance with Article 24. B. Use the forms provided for Contract administration, applications for payment, document submittals, documentation of test results, equipment installation and documentation, and Project closeout. A digital copy of the required forms will be provided to the Contractor before or at the pre -construction conference. 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. C. The OAR will normally communicate only with the Contractor. Any required communication with Subcontractors or Suppliers will only be with the direct involvement of the Contractor. D. Direct written communications to the OAR at the address indicated at the pre -construction conference. Include the following with communications as a minimum: 1. Name of the Owner. 2. Project name. 3. Contract title. 4. Project number. 5. Date. 6. A reference statement. E. Submit communications on the forms referenced in this Section or in Article 24. 20.04 Project Meetings A. Pre -Construction Conference: 1. Attend a pre -construction conference. 2. The location of the conference will be determined by the OAR. 3. The time of the meeting will be determined by the OAR but will be after the Notice of Award is issued and not later than 15 days after the Notice to Proceed is issued. FMAC Master Agreement Exhibit B 4. The OPT, Contractor's project manager and superintendent, representatives of utility companies, and representatives from major Subcontractors and Suppliers may attend the conference. 5. Provide and be prepared to discuss: a. Preliminary construction schedule per Article 27. b. Schedule of Values and anticipated Schedule of Payments per Article 17. c. List of Subcontractors and Suppliers. d. Contractor's organizational chart as it relates to this Project. e. Letter indicating the agents of authority for the Contractor and the limit of that authority with respect to the execution of legal documents, Contract Modifications, and payment requests. B. Progress Meetings: 1. Attend meetings with the OAR and Owner. a. Meet on a monthly basis or as requested by the OAR to discuss the Project. b. Meet at the Site or other location as designated by the OAR. c. Contractor's superintendent and other key personnel are to attend the meeting. Other individuals may be requested to attend to discuss specific matters. d. Notify the OAR of any specific items to be discussed a minimum of 1 week prior to the meeting. 2. Provide information as requested by the OAR or Owner concerning this Project. Prepare to discuss: a. Status of overall Project schedule. b. Contractor's detailed schedule for the next month. c. Anticipated delivery dates for equipment. d. Coordination with the Owner. e. Status of documents. f. Information or clarification of the Contract Documents. g. Claims and proposed Modifications to the Contract. h. Field observations, problems, or conflicts. i. Maintenance of quality standards. 3. OAR will prepare minutes of meetings. Review the minutes of the meeting and notify the OAR of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in the minutes of the following meeting or as an attachment to the minutes. C. Pre- Submittal and Pre -Installation Meetings: 1. Conduct pre -submittal and pre -installation meetings as required in the individual technical Specifications or as determined necessary by the OAR (for example, instrumentation, roofing, concrete mix design, etc.). 2. Set the time and location of the meetings when ready to proceed with the associated Work. Submit a Notification by Contractor in accordance with Paragraph 20.07 for the meeting 2 weeks before the meeting. OPT must approve of the proposed time and location. FMAC Master Agreement Exhibit B 3. Attend the meeting and require the participation of appropriate Subcontractors and Suppliers in the meeting. 4. Prepare minutes of the meeting and submit to the OPT for review. OPT will review the minutes of the meeting and notify the Contractor of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in a revised set of meeting minutes. 20.05 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. D. Use the Project Issues Log to document decisions made at meetings and actions to be taken in accordance with Paragraph 20.06. E. Use the Action Item Log to document assignments for actions to be taken in accordance with Paragraph 20.06. 20.06 Decision and Action Item Log A. OAR will maintain a Project Decision Log to document key decisions made at meetings, telephone conversation or Site visits using the format provided: 1. Review the log prior to each regular meeting. 2. Report any discrepancies to the OAR for correction or discussion at the next monthly meeting. B. OAR will maintain an Action Item log in conjunction with the Project Decision Log to track assignments made at meetings, telephone conversation, or Site visits using the format provided: 1. Review the Action Item Log prior to each regular meeting. 2. Report actions taken subsequent to the previous progress meeting on items in the log assigned to the Contractor or through the Contractor to a Subcontractor or Supplier to the OAR. Report on status of progress 1 week prior to each progress meeting established in Paragraph 20.04 to allow OAR to update the log prior to the Progress meetings. 3. Be prepared to discuss the status at each meeting. FMAC Master Agreement Exhibit B C. Decisions or action items in the log that require a change in the Contract Documents will have the preparation of a Modification as an action item if appropriate. The Contract Documents can only be changed by a Modification. 20.07 Notification By Contractor A. Notify the OAR of: 1. Need for testing. 2. Intent to work outside regular working hours. 3. Request to shut down facilities or utilities. 4. Proposed utility connections. 5. Required observation by OAR, Designer, or inspection agencies prior to covering Work. 6. Training. B. Provide notification a minimum of 2 weeks in advance in order to allow OPT time to respond appropriately to the notification. C. Use "Notification by Contractor" form provided. 20.08 Record Documents A. Maintain at the Site one complete set of printed Record Documents including: 1. Drawings. 2. Specifications. 3. Addenda. 4. Modifications. 5. Record Data and approved Shop Drawings. 6. Construction photographs. 7. Test Reports. 8. Clarifications and other information provided in Request for Information responses. 9. Reference standards. B. Store printed Record Documents and Samples in the Contractor's field office. 1. Record Documents are to remain separate from documents used for construction. 2. Provide files and racks for the storage of Record Documents. 3. Provide a secure storage space for the storage of Samples. 4. Maintain Record Documents in clean, dry, legible conditions, and in good order. 5. Make Record Documents and Samples available at all times for inspection by the OPT. C. Maintain a digital record of Specifications and Addenda to identify products provided in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. FMAC Master Agreement Exhibit B D. Maintain a digital record of Drawings in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. 3. Record information as construction is being performed. Do not conceal any Work until the required information is recorded. 4. Mark Drawings to record actual construction, including the following: a. Depths of various elements of the foundation in relation to finished first floor datum or the top of walls. b. Horizontal and vertical locations of underground utilities and appurtenances constructed and existing utilities encountered during construction. c. Location of utilities and appurtenances concealed in the Work. Refer measurements to permanent structures on the surface. Include the following equipment: 1) Piping. 2) Ductwork. 3) Equipment and control devices requiring periodic maintenance or repair. 4) Valves, unions, traps, and tanks. 5) Services entrance. 6) Feeders. 7) Outlets. d. Changes of dimension and detail. e. Changes by Modifications. f. Information in Request for Information or included in the Project Issues Log. g. Details not on the original Drawings. Include field verified dimensions and clarifications, interpretations, and additional information issued in response to RFIs. 5. Mark Drawings with the following colors: a. Highlight references to other documents, including Modifications in blue; b. Highlight mark ups for new or revised Work (lines added) in yellow; c. Highlight items deleted or not installed (lines to be removed) in red; and d. Highlight items constructed per the Contract Documents in green. 6. Submit Record Documents to Designer for review and acceptance 30 days prior to Final Completion of the Project. E. Applications for Payment will not be recommended for payment if Record Documents are found to be incomplete or not in order. Final payment will not be recommended without complete Record Documents. FMAC Master Agreement Exhibit B ARTICLE 21— QUALITY MANAGEMENT 21.01 Contractor's Responsibilities A. Review the OPT's Quality Management Program and prepare and submit the Contractor's Quality Control Plan. B. Implement the Contractor's Quality Control Plan to control the quality of the Work and verify that the Work meets the standards of quality established in the Contract Documents. 1. Inspect products to be incorporated into the Project. Ensure that Suppliers have adequate quality control systems to ensure that products that comply with the Contract Documents are provided. 2. Integrate quality control measures into construction activities to produce Work which meets quality expectations of the Contract Documents. Inspect the Work of the Contractor, Subcontractors, and Suppliers. Correct Defective Work. 3. Provide and pay for the services of an approved professional materials testing laboratory acceptable to the OPT to provide testing that demonstrates that products proposed in Shop Drawings and Record Data for the Project fully comply with the Contract Documents. 4. Provide facilities, equipment, and Samples required for quality control inspections and tests: a. Give the OAR adequate notice before proceeding with Work that would interfere with inspections or testing; b. Notify the OAR and testing laboratories prior to the time that testing is required, providing adequate lead time to allow arrangements for inspections or testing to be made; c. Do not proceed with any Work that would impact the ability to correct defects or Work that would require subsequent removal to correct defects until testing services have been performed and results of tests indicate that the Work is acceptable; d. Cooperate fully with the performance of sampling, inspection, and testing; e. Provide personnel to assist with sampling or to assist in making inspections and field tests; f. Obtain and handle Samples for testing at the Site or at the production source of the product to be tested; g. Provide adequate quantities of representative products to be tested to the laboratory at the designated locations; h. Provide facilities required to store and cure test Samples; i. Provide calibrated scales and measuring devices for the OPT's use in performing inspections and testing; j. Provide adequate lighting to allow OPT observations; and k. Make Contract Documents available to testing agencies when requested. 5. Provide safe access for all inspection and testing activities, including those to be conducted as part of the OPT's Quality Management Program. 6. Document Defective Work though Certified Test Reports and Defective Work Notices. Document that corrective actions have been taken to correct any defects and that corrected Work is in compliance with the Contract Documents. 7. Apply quality control measures to documentation provided for the Project. FMAC Master Agreement Exhibit B 8. Implement countermeasures to prevent future Defective Work. C. Perform tests as indicated in this and other Sections of the Specifications. Technical Specifications govern if any testing and inspection requirements of this Section conflict with the testing and inspection requirements of the technical Specifications. D. All verification testing is to be observed by the OAR or designated representative. E. Send test reports to the OAR and the Designer. F. Provide an update on quality control activities at monthly progress meetings required by Article 20. G. Owner will withhold payment for Defective Work, or Work that has not been tested or inspected in accordance with the Contractor's Quality Control Plan, the OPT's Quality Control Program, or the Contract Documents. H. Owner will withhold payment for additional testing fees incurred due to Contractor noncompliance with OPT's Quality Control Program, including retesting fees, standby time, cancellation charges, and trip fees for retesting or cancellations. I. Work performed that is connected or adjacent to Defective Work or Work that would have to be removed to correct Defective Work is also considered to be Defective. Contractor is responsible for all cost with replacing any acceptable Work that must be removed, or might be damaged by corrective actions. 21.02 Quality Management Activities by OPT A. OPT will perform its own quality assurance tests independent of the Contractor's Quality Control Program. Assist the OPT and testing organizations in performing quality assurance activities per Paragraph 21.01. B. Quality assurance testing performed by the OPT will be paid for by the Owner, except for verification testing required per Paragraph 21.07. C. Quality assurance activities of the OPT, through their own forces or through contracts with consultants and materials testing laboratories are for the purpose of monitoring the results of the Contractor's Work to see that it is in compliance with the requirements of the Contract Documents. Quality assurance activities or non-performance of quality assurance activities by the OPT do not: 1. Relieve the Contractor of its responsibility to provide Work or furnish products that conform with the requirements of the Contract Documents; 2. Relieve the Contractor of its responsibility for providing adequate quality control measures; 3. Relieve the Contractor of its responsibility for damage to or loss of Work or products before OPT's acceptance; 4. Constitute or imply OPT's acceptance; and 5. Affect the continuing rights of the Owner after OPT's acceptance of the completed Work. D. Work is subject to OPT's quality assurance observations or testing at any time. Products which have been tested or inspected and approved by OPT at a supply source or staging area may be inspected or tested again by the OPT before, during or after incorporation into the Work and rejected if products do not comply with the Contract Documents. 21.03 Contractor's Use of OPT's Test Reports A. OPT has prepared a Quality Management Plan that describes, in general, the OPT's anticipated quality assurance testing program for this Project. This testing program will be made available to Bidders during the FMAC Master Agreement Exhibit B bidding phase. This plan outlines only the testing in general terms and may not reflect actual testing. Actual testing will depend on the Contractors means, methods and procedures of construction which will not be known until the Contractor begins Work and submits their own Quality Control Plan for review. There is no guarantee that all testing will be performed. B. Contractor will receive copies of all test reports documenting OPT's quality assurance activities. Contractor is entitled to rely on the accuracy of these test results and use these as part of their quality control efforts. C. Contractor is to determine additional testing or inspections that may be required to implement the Contractor's Quality Control Plan. Include cost for additional testing and inspections required to meet Contractors quality control obligations, including the cost for correcting Defective Work in the Contract Price. D. Contractor may submit a Change Proposal if OPT's quality assurance testing program deviates significantly from the OPT's Quality Management Plan, and Contractor can demonstrate that additional cost was incurred to implementing the Contractor's Quality Control Plan resulting from these deviations. 21.04 Documentation A. Provide documentation which includes: 1. Contractor's Quality Management Plan that establishes the methods of assuring compliance with the Contract Documents. Submit this plan as a Shop Drawings per Article 25. 2. A Statement of Qualification for any proposed testing laboratories that includes a list of the engineers and technical staff that will provide testing services on the Project, descriptions of the qualifications of these individuals, list of tests that can be performed, equipment used with date of last certification, and a list of recent projects for which testing has been performed with references for those projects. 3. Provide Certified Test Reports for products to be incorporated into the Project. Provide reports to indicate that proposed products comply with the Contract Documents or indicate that proposed products do not comply with the Contract Documents and why it does not comply. Submit these test reports as part of a Shop Drawings submitted per Article 25. 4. Provide Certified Test Reports for inspection and testing required in this Section and in other Specification Sections. Provide reports to indicate that Work complies with the Contract Documents or indicate that Work does not comply with the Contract Documents they are not in compliance and why it does not comply. Submit these test reports on forms provided per Article 24. 21.05 Standards A. Provide testing laboratories that comply with the American Council of Independent Laboratories (ACIL) "Recommended Requirements for Independent Laboratory Qualifications." B. Perform testing per recognized test procedures as listed in the various Sections of the Specifications, standards of the State Department of Highways and Public Transportation, American Society of Testing Materials (ASTM), or other testing associations. Perform tests in accordance with published procedures for testing issued by these organizations. 21.06 Delivery and Storage A. Handle and protect test specimens of products and construction materials at the Site in accordance with recognized test procedures. Provide facilities for storing, curing, processing test specimens as required by test standard to maintain the integrity of Samples. FMAC Master Agreement Exhibit B 21.07 Verification Testing for Corrected Defects A. Provide verification testing on Work performed to correct Defective Work to demonstrate that the Work is now in compliance with the Contract Documents. Document that Defective Work has been corrected and verify that the OAR closes the item in the Defective Work Register. B. Pay for verification testing. OPT may perform verification testing as part of their Quality Management Program and impose a Set-off to recover the cost for this testing. C. Conduct the same tests or inspections used to determine that the original Work was Defective. Different tests or methods may be used if approved by the OPT. 21.08 Test Reports A. Certified Test Reports are to be prepared for all tests. 1. Tests performed by testing laboratories may be submitted on their standard test report forms if acceptable to the OPT. These reports must include the following: a. Name of the Owner, Project title and number and Contractor; b. Name of the laboratory, address, and telephone number; c. Name and signature of the laboratory personnel performing the test; d. Description of the product being sampled or tested; e. Date and time of sampling, inspection, and testing; f. Date the report was issued; g. Description of the test performed; h. Weather conditions and temperature at time of test or sampling; i. Location at the Site or structure where the test was taken; j. Standard or test procedure used in making the test; k. A description of the results of the test; I. Statement of compliance or non-compliance with the Contract Documents; and m. Interpretations of test results, if appropriate. 2. Submit reports on tests performed by Contractor, Subcontractors or Suppliers on the forms provided by the OAR. 3. OPT will prepare test reports on test performed by the OPT. B. Send test report to Designer within 24 hours of completing the test. Flag tests reports with results that do not comply with Contract Documents for immediate attention. C. Payment for Work may be withheld until test reports indicate that the Work is not Defective. 21.09 Defective Work A. Immediately correct any Defective Work or notify the OAR why the Work is not to be corrected immediately and when corrective action will be completed. B. No payment will be made for Defective Work. Remove Work from the Application for Payment if Work paid for on a previous Application for Payment is found to be Defective. FMAC Master Agreement Exhibit B 21.10 Limitation of Authority of Testing Laboratory A. The testing laboratory representatives are limited to providing testing services and interpreting the results of the test performed. B. The testing laboratory is not authorized to: 1. Alter the requirements of the Contract Documents; 2. Accept or reject any portion of the Work; 3. Perform any of the duties of the Contractor; or 4. Direct or stop the Work. 21.11 Quality Control Plan A. Submit the Contractor's Quality Control Plan for approval as a Shop Drawing per Article 25. Use Contractor's Quality Control Plan Checklist provided to review the document before submitting and include a copy of the completed checklist with the Contractor's Quality Control Plan. Do not begin Work until the Contractor's Quality Control Plan is approved. Submit an interim plan covering only the portion of Work to be performed if the Contractor plans to begin Work prior to submitting the Contractor's Quality Control Plan for the Project. Do not begin Work on other parts of the Project until the Contractor's Quality Control Plan is approved or another interim plan covering the additional Work to be started is approved. B. Provide a Contractor's Quality Control Plan that incorporates construction operations at both the Site and production Work at remote locations and includes Work by Subcontractors and Suppliers. The Contractor's Quality Control Plan is to include: 1. A description of the quality control organization, including an organization chart showing lines of authority to control the quality of Work; 2. Documentation describing name, qualifications (in resume format), duties, responsibilities, and level of authority of the Quality Control Manager; 3. The name, qualifications (in resume format), duties, responsibilities, and authorities of other persons assigned a quality control function; 4. Procedures for scheduling, reviewing, certifying, and managing documentation, including documentation provided by Subcontractors and Suppliers; 5. Control, verification, and acceptance testing procedures for each specific test. Include: a. Name of tests to be performed, b. Specification paragraph requiring test, c. Parameters of Work to be tested, d. Test frequency, e. Persons responsible for each test, and f. Applicable industry testing standards and laboratory facilities to be used for the test; 6. Integrate the OPT quality assurance testing into the Contractor's Quality Control Plan, specifically identifying the tests or inspections in Paragraph 21.11.B.5 that will be provided by the OPT as part of their Quality Management Program; 7. Procedures for tracking and documenting quality management efforts. FMAC Master Agreement Exhibit B 8. Procedures for tracking Defective Work from initial identification through acceptable corrective action. Indicate how documentation of the verification process for deficiencies will be made. 9. Reporting procedures which incorporate the use of forms provided by the OAR. 10. The name of the proposed testing laboratories along with documentation of qualifications per Paragraph 21.04. C. The Quality Control Manager must have authority to reject Defective Work and redirect the efforts of the Contractor's Team to prevent or correct Defective Work. D. Notify the Designer of any changes to the Contractor's Quality Control Plan or quality control personnel. E. Meet with the OPT 7 days after Contractor's Quality Control Plan is submitted and before start of construction to discuss the Contractor's Quality Control Plan and expedite its approval. 21.12 Implement Contractor's Quality Control Plan A. Perform quality control observations and testing as required in each Section of the Specifications and where indicated on the Drawings. B. Include the following phases for each definable Work task. A definable Work task is one which is separate and distinct from other tasks, has separate control requirements, may be provided by different trades or disciplines, or may be Work by the same trade in a different environment. 1. Planning Phase: Perform the following before beginning each definable Work task: a. Review the Contract Drawings. b. Review documents and determine that they are complete in accordance with the Contract Documents. c. Check to assure that all materials and/or equipment have been tested, submitted, and approved. d. Examine the work area to assure that all required preliminary Work has been completed and complies with the Contract Documents. e. Examine required materials, equipment, and Sample Work to assure that they are on hand, conform to Shop Drawings and Record Data, and are properly stored. f. Review requirements for quality control inspection and testing. g. Discuss procedures for controlling quality of the Work. Document construction tolerances and workmanship standards for the Work task. h. Check that the portion of the plan for the Work to be performed incorporates document review comments. i. Discuss results of planning phase with the OAR. Conduct a meeting attended by the Quality Control Manager, the OAR, superintendent, other quality control personnel as applicable, and the foreman responsible for the Work task. Instruct applicable workers as to the acceptable level of workmanship required in order to meet the requirements of the Contract Documents. Document the results of the preparatory phase actions by separate meeting minutes prepared by the Quality Control Manager and attached to the quality control report. Do not move to the next phase unless results of investigations required for the planning phase indicate that requirements have been met. 2. Work Phase: Complete this phase after the Planning Phase: FMAC Master Agreement Exhibit B a. Notify the OAR at least 24 hours in advance of beginning the Work and discuss the review of the planning effort to indicate that requirements have been met. b. Check the Work to ensure that it is in full compliance with the Contract Documents. c. Verify adequacy of controls to ensure full compliance with Contract Documents. Verify required control inspection and testing is performed. d. Verify that established levels of workmanship meet acceptable workmanship standards. Compare with required Sample panels as appropriate. e. Repeat the Work phase for each new crew to work on-site, or any time acceptable specified quality standards are not being met. 3. Follow-up Phase: Perform daily checks to assure control activities, including control testing, are providing continued compliance with contract requirements: a. Make checks daily and record observations in the quality control documentation. b. Conduct follow-up checks and correct all deficiencies prior to the start of additional Work tasks that may be affected by the Defective Work. Do not build upon nor conceal Defective Work. c. Conduct a review of the Work with the OPT one month prior to the expiration of the correction period. Correct defects as noted during the review. C. Conduct additional planning and Work phases if: 1. The quality of on-going Work is unacceptable; 2. Changes are made in applicable quality control staff, on-site production supervision or crews; 3. Work on a task is resumed after a substantial period of inactivity; or 4. Other quality problems develop. ARTICLE 22 — FINAL RESOLUTION OF DISPUTES 22.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Agreeing with the other party to submit the dispute to a dispute resolution process; or 2. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if the parties do not mutually agree to a dispute resolution process. No provision of this Agreement shall be construed as consent to a lawsuit. No provision of this Agreement shall waive any immunity or defense. ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY 23.01 Policy A. It is the policy of the City of Corpus Christi that maximum opportunity is afforded minorities, women, low income persons and Minority/Disadvantaged Business Enterprises (M/DBE) to participate in the performance of contracts awarded by the City of Corpus Christi in support of Equal Employment Opportunity goals and objectives of the Affirmative Action Policy Statement of the City dated October 1989, and any amendments thereto. In accordance with such policy, the City has established goals, as stated herein, both for minority and female participation by trade and for Minority Business Enterprise. FMAC Master Agreement Exhibit B 23.02 Definitions A. Prime Contractor: Any person, firm, partnership, corporation, association, or joint venture as herein provided which has been awarded a City contract. B. Subcontractor: Any named person, firm, partnership, corporation, association, or joint venture herein identified as providing work, labor, services, supplies, equipment, materials, or any combination of the foregoing under contract with a prime contractor on a City contract. C. Minority/Disadvantaged Business Enterprise: A business enterprise that is owned and controlled by one or more minority person(s) or socially and economically disadvantaged individual(s). Minority/Disadvantaged person(s) must collectively own, operate and/or actively manage, and share in payments from such an enterprise in the manner hereinafter set forth: 1. Owned: a. For a sole proprietorship to be deemed a minority business enterprise, it must be owned by a minority person. b. For an enterprise doing business as a partnership, at least 51 percent of the assets or interest in the partnership property must be owned by one or more minority person(s). c. For an enterprise doing business as a corporation, at least 51 percent of the assets or interest in the corporate shares must be owned by one or more minority person(s). 2. Controlled: a. The primary power, direct or indirect, to manage a business enterprise rests with a minority person(s). 3. Share in Payments: a. Minority partners, proprietors, or stockholders of the business enterprise, must be entitled to receive 51 percent or more of the total profits, bonuses, dividends, interest payments, commissions, consulting fees, rents, procurement, and subcontract payments, and any other monetary distribution paid by the business enterprise. D. Minority: Minority persons include Blacks, Mexican -Americans and other persons of Hispanic origin, American Indians, Alaskan Natives, and Asians or Pacific Islanders. For the purposes of this policy, women are also considered as minorities. E. Socially and economically disadvantaged individual: Any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who has been subjected to racial or ethnic prejudice or cultural bias within American society because of his or her identity as a member of a group and without regard to his or her individual qualities. The social disadvantage must stem from circumstances beyond the individual's control. F. Female Owned Business Enterprise: A sole proprietorship that is owned and controlled by a woman, a partnership at least 51 percent of whose assets or partnership interests are owned by one or more women, or a corporation at least 51 percent of whose assets or interests in the corporate shares are owned by one or more women. G. Joint Venture: A joint venture means an association of two or more persons, partnerships, corporations, or any combination thereof, founded to carry on a single business activity which is limited in scope and direction. The degree to which a joint venture may satisfy the stated MBE goal cannot exceed the proportionate interest of the MBE as a member of the joint venture in the Work to be performed by the joint venture. For example, a joint venture which is to perform 50 percent of the Work itself and in which a minority joint venture partner FMAC Master Agreement Exhibit B has a 50 percent interest, shall be deemed equivalent to having minority participation in 25 percent of the Work. Minority members of the joint venture must have financial, managerial, or technical skills in the Work to be performed by the joint venture. 23.03 Goals A. The goals for participation by minorities and Minority Business Enterprises expressed in percentage terms for the Contractor's aggregate work force on all construction Work for the Contract award shall be as specified in SECTION 00 21 13 INVITATION TO BID AND INSTRUCTIONS TO BIDDERS. B. These goals are applicable to all the construction work (regardless of federal participation) performed in the Contract, including approved Change Orders. The hours of minority employment must be substantially uniform throughout the length of the Contract and in each trade. The transfer of minority employees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's percentage is prohibited. 23.04 Compliance A. Upon completion of the Project, a final breakdown of MBE participation, substantiated by copies of paid invoices, shall be submitted by the Contractor to the City Engineer. B. Make bi-weekly payroll submittals to the City Engineer. The Contractor is to indicate the percent of minority and female participation, by trade, which has been utilized on the Project. Along with the request for final payment on the Project, the Contractor will indicate, in writing, the overall participation in these areas which have been achieved. The City Engineer may withhold monthly or final payments to the Contractor for failure to submit bi-weekly payrolls in a timely fashion or to submit overall participation information as required. ARTICLE 24 — DOCUMENT MANAGEMENT 24.01 Work Included A. Submit documentation as required by the Contract Documents and as reasonably requested by the OPT. 24.02 Quality Assurance A. Submit legible, accurate, complete documents presented in a clear, easily understood manner. Documents not meeting these criteria will be returned without review. 24.03 Contractor's Responsibilities A. Review documents prior to submitting. Make certifications as required by the Contract Documents and as indicated on forms provided. B. Provide a Schedule of Documents to list the documents that are to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that documents must be returned to comply with the Project schedule. Use the form provided for this list. C. Incorporate the dates for processing documents into the Progress Schedule required by Article 27. 1. Provide documents in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of documents when preparing the Progress Schedule. Assume a 14 day review cycle for each document unless a longer period of time is indicated in the Contract Documents or agreed to by Designer and Contractor. FMAC Master Agreement Exhibit B 3. Schedule submittal of documents to provide all information for interrelated Work at one time. 4. Allow adequate time for processing documents so construction of the Project is not delayed. 24.04 Document Submittal A. Submit documents through the Designer. Send all documents in digital format for processing. 1. Provide all information requested with a completed Document Transmittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. 2. The Document Transmittal form is to be the first page in the document submitted. 3. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the document. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. h. Add footers to each document with the Project name. g. 24.05 Document Numbering A. Assign a number to the documents originated to allow tracking of the documents during the review process. 1. Assign the number consisting of a prefix, a sequence number, and a letter suffix. Prefixes shall be as follows: Prefix 1 Description Originator AP Application for Payment Contractor CO Change Order OAR CP Change Proposal Contractor CTR Certified Test Report Contractor FO Field Order OAR NBC Notification by Contractor Contractor PD Photographic Documentation Contractor FMAC Master Agreement Exhibit B Prefix Description Originator RCP Request for a Change Proposal OAR RD Record Data Contractor RFI Request for Information Contractor SD Shop Drawing Contractor SCH Schedule of Progress Contractor 2. Issue sequence numbers in chronological order for each type of document. 3. Issue numbers for resubmittals that have the same number as the original document followed by an alphabetical suffix indicating the number of times the same document has been sent to the Designer for processing. For example: SD 025 A represents Shop Drawing number 25 and the letter "A" designates that this is the second time this document has been sent for review. 4. Clearly note the document number on each page or sheet of the document. 5. Correct assignment of numbers is essential since different document types are processed in different ways. B. Include reference the Drawing number and/or Specification Section, detail designation, schedule, or location that corresponds with the data on the document transmittal forms. Other identification may also be required, such as layout drawings or schedules to allow the reviewer to determine where a particular product is to be used. 24.06 Document Requirements A. Furnish documents as indicated below or in individual Specification Sections. Submit documents per the procedures described in the Contract Documents. B. Submit documents per the Specification Section shown in the following table: Document Type Section Application for Payment Article 17 Change Proposal Article 12 Certified Test Report Article 25 for approval of product Article 21 to demonstrate compliance Notification by Contractor Article 20 Photographic Documentation Article 28 Progress Schedules Article 27 Record Data Article 26 Request for Information Article 20 Shop Drawing Article 25 Schedule of Values Article 17 Substitutions Article 12 Suppliers and Subcontractors Articles 20 and 26 FMAC Master Agreement Exhibit B ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 25.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 25.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 25.03 Contractor's Responsibilities A. Provide Shop Drawings as required by Paragraph 25.03 of the Supplementary Conditions. B. Include Shop Drawings in the Schedule of Documents required by Article 24 to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by Article 27. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting the Shop Drawing for a least a second review. Assume a 14 -day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; FMAC Master Agreement Exhibit B 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawings; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawings are complete for their intended purpose; and 5. Conflicts between the Shop Drawings related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 25.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; FMAC Master Agreement Exhibit B 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 25.05 Special Certifications and Reports A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 25.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 -year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 25.07 Shop Drawing Submittal Procedures A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. FMAC Master Agreement Exhibit B b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 25.08.A. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. FMAC Master Agreement Exhibit B 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 -day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 25.03. 25.08 Sample and Mockup Submittal Procedures A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. FMAC Master Agreement Exhibit B 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 25.09 Requests for Deviation A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. FMAC Master Agreement Exhibit B 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. FMAC Master Agreement Exhibit B E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 25.11 Resubmission Requirements A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. 5. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. ARTICLE 26 — RECORD DATA 26.01 Work Included A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: FMAC Master Agreement Exhibit B 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents require for record purposes. 26.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 26.03 Contractor's Responsibilities A. Submit Record Data in accordance with SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. Include Record Data in the Schedule of Documents required by Article 24 to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. FMAC Master Agreement Exhibit B 26.04 Record Data Requirements A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 26.05 Special Certifications and Reports A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. 26.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 26.07 Record Data Submittal Procedures A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. FMAC Master Agreement Exhibit B d. Submit color PDF documents where color is required to interpret the Record Data. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 26.03. 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. FMAC Master Agreement Exhibit B 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE 27.01 Requirements A. Prepare and submit a Progress Schedule for the Work and update the schedule on a monthly basis for the duration of the Project. B. Provide schedule in adequate detail to allow Owner to monitor progress and to relate document processing to sequential activities of the Work. C. Incorporate and specifically designate the dates of anticipated submission of documents and the dates when documents must be returned to the Contractor into the schedule. D. Assume complete responsibility for maintaining the progress of the Work per the schedule submitted. E. Take the requirements of SECTION 01 35 00 SPECIAL PROCEDURES into consideration when preparing schedule. 27.02 Document Submittal A. Submit Progress Schedules in accordance with Article 24. B. Submit a preliminary schedule within 10 days after the Notice of Award. The schedule is to be available at the pre -construction conference. C. Submit a detailed schedule at least 10 days prior to the first payment request. D. Submit Progress Schedules updates monthly with Applications for Payment to indicate the progress made on the Project to that date. Failure to submit the schedule may cause delay in the review and approval of Applications for Payment. FMAC Master Agreement Exhibit B 27.03 Schedule Requirements A. Schedule is to be in adequate detail to: 1. Assure adequate planning, scheduling, and reporting during the execution of the Work; 2. Assure the coordination of the Work of the Contractor and the various Subcontractors and Suppliers; 3. Assist in monitoring the progress of the Work; and 4. Assist in evaluating proposed changes to the Contract Times and Project schedule. B. Provide personnel with 5 years' minimum experience in scheduling construction work comparable to this Project. Prepare the schedule using acceptable scheduling software. C. Provide the schedule in the form of a computer generated critical path schedule which includes Work to be performed on the Project. It is intended that the schedule accomplish the following: 1. Give early warning of delays in time for correction. 2. Provide detailed plans for the execution of the Work in the form of future activities and events in sequential relationships. 3. Establish relationships of significant planned Work activities and provide a logical sequence for planned Work activities. 4. Provide continuous current status information. 5. Allow analysis of the Contractor's program for the completion of the Project. 6. Permit schedules to be revised when the existing schedule is not achievable. 7. Log the progress of the Work as it actually occurs. D. Prepare a time scaled CPM arrow or precedence diagram to indicate each activity and its start and stop dates. 1. Develop Milestone dates and Project completion dates to conform to time constraints, sequencing requirements and Contract completion date. 2. Use calendar day durations while accounting for holidays and weather conditions in the projection of the duration of each activity. 3. Clearly indicate the critical path for Work to complete the Project. E. Provide a time scaled horizontal bar chart which indicates graphically the Work scheduled at any time during the Project. The chart is to indicate: 1. Complete sequence of construction by activity; 2. Identification of the activity by structure, location, and type of Work; 3. Chronological order of the start of each item of Work; 4. The activity start and stop dates; 5. The activity duration; 6. Successor and predecessor relationships for each activity; 7. A clearly indicated single critical path; and S. Projected percentage of completion, based on dollar value of the Work included in each activity as of the first day of each month. FMAC Master Agreement Exhibit B F. Provide a schedule incorporating the Schedule of Documents provided in accordance with Article 24 indicating: 1. Specific date each document is to be delivered to the Designer. 2. Specific date each document must be received in order to meet the proposed schedule. 3. Allow a reasonable time to review documents, taking into consideration the size and complexity of the document, other documents being processed, and other factors that may affect review time. 4. Allow time for re -submission of each document. Contractor is responsible for delays associated with additional time required to review incomplete or erroneous documents and for time lost when documents are submitted for products that do not meet Specification requirements. 27.04 Schedule Revisions A. Revise the schedule if it appears that the schedule no longer represents the actual progress of the Work. 1. Submit a written report if the schedule indicates that the Project is more than 30 days behind schedule. The report is to include: a. Number of days behind schedule; b. Narrative description of the steps to be taken to bring the Project back on schedule; and c. Anticipated time required to bring the Project back on schedule. 2. Submit a revised schedule indicating the action that the Contractor proposes to take to bring the Project back on schedule. B. Revise the schedule to indicate any adjustments in Contract Times approved by Modification. 1. Include a revised schedule with Change Proposals if a change in Contract Times is requested. 2. OPT will deem any Change Proposal that does not have a revised schedule and request for a change in Contract Times as having no impact on the ability of the Contractor to complete the Project within the Contract Times. C. Updating the Project schedule to reflect actual progress is not considered a revision to the Project schedule. D. Applications for Payment may not be recommended for payment without a revised schedule and if required, the report indicating the Contractor's plan for bringing the Project back on schedule. 27.05 Float Time A. Define float time as the amount of time between the earliest start date and the latest start date of a chain of activities on the construction schedule. B. Float time is not for the exclusive use or benefit of either the Contractor or Owner. C. Where several subsystems each have a critical path, the subsystem with the longest time of completion is the critical path and float time is to be assigned to other subsystems. D. Contract Times cannot be changed by the submission of a schedule. Contract Times can only be modified by a Change Order or Contract Amendment. E. Schedule completion date must be the same as the Contract completion date. Time between the end of construction and the Contract completion date is float time. FMAC Master Agreement Exhibit B ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 28.01 Work Included A. Provide a video recording of the Site prior to the beginning of construction. 1. Record the condition of all existing facilities in or abutting the construction area (right-of-way) including but not limited to streets, curb and gutter, utilities, driveways, fencing, landscaping, etc. 2. Record after construction staking is complete but prior to any clearing. 3. Provide one copy of the recording, dated and labeled to the OAR before the start of construction. Provide additional recording as directed by the OAR if the recording provided is not considered suitable for the purpose of recording pre-existing conditions. B. Furnish an adequate number of photographs of the Site to clearly depict the completed Project. 1. Provide a minimum of ten different views. 2. Photograph a panoramic view of the entire Site. 3. Photograph all significant areas of completed construction. 4. Completion photographs are not to be taken until all construction trailers, excess materials, trash, and debris have been removed. 5. Employ a professional photographer approved by the OAR to photograph the Project. 6. Provide one aerial photograph of the Site from an angle and height to include the entire Site while providing adequate detail. C. All photographs, video recordings, and a digital copy of this media are to become the property of the Owner. Photographs or recordings may not be used for publication, or public or private display without the written consent of the Owner. 28.02 Quality Assurance A. Provide clear photographs and recordings taken with proper exposure. View photographs and recordings in the field and take new photographs or recordings immediately if photos of an adequate print quality cannot be produced or video quality is not adequate. Provide photographs with adequate quality and resolution to permit enlargements. 28.03 Document Submittal A. Submit photographic documentation as Record Data in accordance with Article 24. B. Submit two DVDs of the video recording as Record Data in accordance with Article 24. 28.04 Photographs A. Provide photographs in digital format with a minimum resolution of 1280 x 960, accomplished without a digital zoom. B. Take photographs at locations acceptable to the OAR. C. Provide two color prints of each photograph and a digital copy on a DVD of each photograph taken. D. Identify each print on back with: 1. Project name. FMAC Master Agreement Exhibit B 2. Date, time, location, and orientation of the exposure. 3. Description of the subject of photograph. E. Submit photographs in clear plastic sheets designed for photographs. Place only one photograph in each sheet to allow the description on the back to be read without removing the photograph. F. Final photographs are to include two 8 -by -10 -inch glossy color prints for each of ten photographs selected by the OAR. These photographs are in addition to normal prints. 28.05 Video Recording A. Provide digital format on DVD that can be played with Windows Media Player in common format in full screen mode. B. Identify Project on video by audio or visual means. C. Video file size should not exceed 400 MB. D. Video resolution shall be 1080p. E. The quality of the video must be sufficient to determine the existing conditions of the construction area. Camera panning must be performed while at rest, do not pan the camera while walking or driving. Camera pans should be performed at intervals sufficient to clearly view the entire construction area. F. DVD shall be labeled with construction stationing and stationing should be called out, voice recorded, in the video. G. The entire construction area recording shall be submitted at once. Sections submitted separately will not be accepted. H. Pipeline projects should be recorded linearly from beginning to end. ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. FMAC Master Agreement Exhibit B 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. 29.03 Reinspection Fees A. Owner may impose a Set-off against the Application for Payment in accordance with the General Conditions to compensate the OPT for additional visits to the Project if additional Work is required. 29.04 Closeout Documents Submittal A. Record Documents per Article 20. B. Warranties and bonds. C. Equipment installation reports on equipment. D. Shop Drawings, Record Data, and other documents as required by the Contract Documents. E. Evidence of continuing insurance and bond coverage as required by the Contract Documents. F. Final Photographs per Article 28. 29.05 Transfer of Utilities A. Transfer utilities to the Owner when the Certificate of Substantial Completion has been issued and the Work has been occupied by the Owner. B. Submit final meter readings for utilities and similar data as of the date the Owner occupied the Work. 29.06 Warranties, Bonds and Service Agreements A. Provide warranties, bonds, and service agreements required by the Contract Documents. FMAC Master Agreement Exhibit B B. The date for the start of warranties, bonds, and service agreements is established per the Contract Documents. C. Compile warranties, bonds, and service agreements and review these documents for compliance with the Contract Documents. 1. Provide a log of all equipment covered under the 1 -year correction period specified in the Contract Documents and all products for which special or extended warranties or guarantees are provided. Index the log by Specification Section number on forms provided. Include items 2.e through 2.g below in the tabulation. 2. Provide a copy of specific warranties or guarantees under a tab indexed to the log. Each document is to include: a. A description of the product or Work item; b. The firm name, with the name of the principal, address, and telephone number; c. Signature of the respective Supplier or Subcontractor to acknowledge existence of the warranty obligation for extended warranties and service agreements; d. Scope of warranty, bond, or service agreement; e. Indicate the start date for the correction period specified in the Contract Documents for each product and the date on which the specified correction period expires. f. Indicate the start date for extended warranties for each product and the date on which the specified extended warranties period expires. g. Start date, warranty or guarantee period, and expiration date for each warranty, bond, and service agreement; h. Procedures to be followed in the event of a failure; and i. Specific instances that might invalidate the warranty or bond. D. Submit digital copies of the documents to the Designer for review. E. Submit warranties, bonds, and service agreements within 10 days after equipment or components are placed in service. ARTICLE 30 — MISCELLANEOUS 30.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 30.02 Owner's Right to Audit Contractor's Records A. By execution of the Contract, Contractor grants Owner the right to audit, examine, inspect and/or copy, at Owner's election at all reasonable times during the term of this Contract and for a period of four (4) years following the completion or termination of the Work, all of Contractor's written and electronically stored FMAC Master Agreement Exhibit B records and billings relating to the performance of the Work under the Contract Documents. The audit, examination or inspection may be performed by an Owner designee, which may include its internal auditors or an outside representative engaged by Owner. Contractor agrees to retain its records for a minimum of four (4) years following termination of the Contract, unless there is an ongoing dispute under the Contract, then, such retention period must extend until final resolution of the dispute. As used in these General Conditions, "Contractor written and electronically stored records" include any and all information, materials and data of every kind and character generated as a result of the work under this Contract. Examples of Contractor written and electronically stored records include, but are not limited to: accounting data and reports, billings, books, general ledgers, 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, Subcontractor agreements, Supplier agreements, rental equipment proposals, federal and state tax filings for any issue in question, along with any and all other agreements, sources of information and matters that may, in Owner's sole judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Documents. B. Owner agrees to exercise the right to audit, examine or inspect Contractor's records only during regular business hours. Contractor agrees to allow Owner and/or Owner's designee access to all of the Contractor's Records, Contractor's facilities, and current or former employees of Contractor, deemed necessary by Owner or its designee(s), to perform such audit, inspection or examination. Contractor also agrees to provide adequate and appropriate work space necessary for Owner or its designees to conduct such audits, inspections or examinations. C. Contractor must include this Paragraph 30.02 in any Subcontractor, supplier or vendor contract. 30.03 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership or formal business organization of any kind. 30.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 30.04 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. 30.05 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses or damages sustained by Contractor's Team associated with other projects or anticipated projects. FMAC Master Agreement Exhibit B 30.06 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Contract. 30.07 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 30.08 Survival of Obligations A. Representations, indemnifications, warranties, guarantees and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 30.09 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 30.10 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the prior written consent of the Owner. 30.11 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 30.12 Controlling Law A. This Contract 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, Texas. 30.13 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. 30.14 Waiver of Trial by Jury A. Owner and Contractor 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 Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 30.15 Attorney Fees A. The Parties expressly agree that, in the event of litigation, all parties waive rights to payment of attorneys' fees that otherwise might be recoverable, pursuant to the Texas Civil Practice and Remedies Code Chapter 38, Texas Local Government Code §271.153, the Prompt Payment Act, common law or any other provision for payment of attorney's fees. FMAC Master Agreement Exhibit B 30.16 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. No qualified person shall on the basis of race, color, religion, national origin, gender, age or disability be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. C. Comply with all applicable federal, state and city laws, rules and regulations. 30.17 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 30.18 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason, funds are not appropriated in any given year, the Owner may direct immediate suspension or termination of the Contract with no additional liability to the Owner. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contractor may request payment for reasonable demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 30.19 Contract Sum A. The Contract Sum is stated in the Contract and, including authorized adjustments, is the total maximum not - to -exceed amount payable by Owner to Contractor for performance of the Work under the Contract Documents. Contractor accepts and agrees that all payments pursuant to this Contract are subject to the availability and appropriation of funds by the Corpus Christi City Council. If funds are not available and/or appropriated, this Contract shall immediately be terminated with no liability to any party to this Contract. 30.20 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. 30.21 Notices. A. Any notice required to be given to Owner under any provision in this Contract must include a copy to OAR by mail or e-mail. END OF SECTION FMAC Master Agreement Exhibit B CITY OF CORPUS CHRISTI FACILITIES MULTIPLE AWARD CONTRACT (FMAC) MASTER AGREEMENT Project No. 19002A This Agreement is entered into on , 2019 between 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 and Abba Construction LLC, a Limited Liability Texas Corporation, 8502 Spring Valley Circle, Laredo, Texas 78045 (Contractor). WHEREAS, Texas Government Code Chapter 2269, Subchapter I authorizes the City to contract for the maintenance, repair, alteration, renovation, remediation or minor construction of city -owned facilities when the work is of a recurring nature, but the delivery times, type and quantities of work required are indefinite; WHEREAS, the City's Department of Engineering Services issued a Request for Proposals No. 2018-06 - Master Agreement for Facilities Multiple Award Contract (FMAC) for the Minor Construction, Repair, Rehabilitation and Alteration of Facilities to provide services on an on-call or as -needed basis, through individually priced Task Orders for the maintenance, repair, alteration, renovation, remediation or construction of facilities; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I — FACILITIES MULTIPLE AWARD CONTRACT PROGRAM 1.1 The City has awarded, or will award one or more FMAC Master Agreements. 1.2 This Agreement consists of the following documents, which specify the terms and conditions that the parties agree to comply with throughout the term of the Agreement: 1.2.1 RFP No. 2018-06 and Addenda 1.2.2 Contractor's Proposal, including all attachments and exhibits, submitted in response to RFP No. 2018-06 (Exhibit A). 1.2.3 This FMAC Master Agreement, including all attachments and exhibits. 1.2.4 Specifications, forms and documents listed in SECTION 00 01 00 TABLE OF CONTENTS (Exhibit B). 1.3 The parties agree to comply with the Agreement and any additional terms and conditions specified in the FMAC Task Orders issued hereunder. 1.4 This Agreement is a competitively awarded master agreement with an undefined Scope of Work (SOW). The work is of an indefinite quantity and a recurring nature, delivered on an on-call or as -needed basis, through individually priced FMAC Task Orders. Page 1 Rev. 10/18 1.5 This Agreement and any Task Order applies only to an improved or unimproved facility that is a building, or a structure or land tied to a building. Task Orders will require a variety of minor construction, repair, rehabilitation or alteration services, including but not limited to services for three areas: general, mechanical/electrical/plumbing (MEP) and roofing. 1.5.1 Minor construction may include a range of services from new office construction (as well as demolition) to completing a new floor plan, etc. 1.5.2 Repair is defined as work that involves the reestablishment of a broken system, component or sub -component of a building such as doors, electrical outlets, plumbing, flooring, sheetrock and/or air conditioning systems, etc. 1.5.3 Rehabilitation is defined as work that involves the restoration of an office, floor, system or component of a system to restore functionality. 1.5.4 Alteration is defined as work that involves extending a wall, upgrading lighting fixtures, installing a door where one did not exist, replacing flooring, etc. 1.6 Contractor must provide all labor, services, equipment, materials, tools, transportation, mobilization, insurance, subcontracts, bonds, supervision, management, reports, incidentals and quality control necessary to complete all services agreed to in a timely manner as required by the Contract Documents throughout the term of the Agreement. 1.7 Contractor's Project General Manager shall be knowledgeable in multiple disciplines, including electrical, mechanical, HVAC, paving, landscaping, painting, roofing, and plumbing. 1.8 Contractor's goal on any project is to perform at least 30% of the Work, measured as a percentage of the Contract Price, using its own employees. 1.9 Contractor may be required to submit a Safety Plan to the City within 15 calendar days after Award of Agreement. The Safety Plan must address all aspects of the Contractor's safety procedures, including responsibility for OSHA compliance, drug testing, trend analysis, corrective action and interface with City inspectors. ARTICLE II — PERIOD OF SERVICE AND COMPENSATION 2.1 The base term of this Agreement is for two years with the option to administratively renew annually for not more than three additional years. For a maximum of five total years. 2.2 The maximum aggregate price for work during any one year of this Agreement's term is $2,500,000.00. 2.3 City shall pay Contractor in current funds for performance of each Task Order in accordance with both this Agreement and the Task Order as the work progresses. Page 2 Rev. 10/18 2.4 This Agreement provides for no guaranteed minimum amount of Task Orders, no amount of work, and no dollar amount. 2.5 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE III - FMAC TASK ORDER 3.1 The Facilities Multiple Award Contract Task Order will be for a defined Scope of Work to be performed within a set period. 3.2 Except for emergencies, each Task Order will be competitively procured by requesting sealed proposals from each FMAC Contractor. 3.2.1 The Request for Task Order Proposal (RFTOP) will specify the date and time that sealed proposals will be publicly opened. 3.2.2 The RFTOP will include evaluation criteria, including but not limited to: price, past performance, experience with similar sites, knowledge and capability of personnel, capacity, safety, and other factors that directly impact the quality of work to be delivered. 3.2.3 The City shall have the right to reject all proposals, cancel a proposed project, or elect to perform work utilizing city personnel. The City shall not be responsible for payment or costs incurred by the Contractor for the preparation and submission of a Task Order Proposal regardless of project outcome. 3.2.4 Contractor must submit a preliminary schedule with each proposal. 3.2.5 The mobilization for each Task Order Proposal shall not exceed 5%. If mobilization bid item exceeds 5%, Contractor agrees that City will recalculate the mobilization extended amounts using the standard 5% mobilization cost. 3.2.6 Contractor must submit subcontractor pricing with each Task Order Proposal. 3.3 Contractor is required to submit a Task Order Proposal to at least 80% of the RFTOP. A contractor that fails to participate and does not submit a Task Order Proposal to at least 80% of the City's requests may not be considered for contract renewals or continuation in the program. 3.4 Each FMAC Task Order Agreement will incorporate by reference this Agreement including Section 00 72 00 General Conditions. Contractor must comply with the terms and conditions of this Agreement throughout the term of the Agreement and during the performance of each Task Order. 3.5 Contractor shall construct and complete the improvements according to the Plans and Specifications in a good and efficient manner for the prices and conditions set out in the Page 3 Rev. 10/18 Task Order Proposal, and as provided under this Agreement, and the Task Order Agreement. 3.6 Contractor must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing with a Notice to Proceed (NTP). 3.7 Contractor shall provide performance and payment bonds if required by law based on the amount of the Task Order, or if otherwise required by the City. At a minimum, the Contractor will be required to provide a payment bond on all Task Orders that exceed $50,000, and a performance bond on all Task Orders that exceed $100,000. Performance and payment bonds are further described in Exhibit B. Texas Government Code 2253.021 3.8 Contractor agrees to return the signed Task Order Agreement with required insurance and bonds to the City within 10 days of being awarded a Task Order. If the signed Task Order Agreement is not returned within 10 days, the City may cancel the award. 3.9 If design services, construction drawings and/or plans are required, the City shall obtain these services from city resources, or from a third -party consultant. The Contractor will not be permitted to contract with or hire consultants. 3.10 Performance periods will be agreed upon with each Task Order, and liquidated damages may be assessed for late completion of Task Orders in accordance with the Agreement. 3.11 Contractor shall warrant that work performed conforms to the Task Order requirements and is free of any defect in equipment, material or design furnished or workmanship performed by the Contractor or any of its subcontractors or suppliers at any tier. 3.12 All work provided by the Contractor shall be warranted for a minimum period of one year from the date of final acceptance of the Work. Equipment warranties shall be as required under the Scope of Work. ARTICLE IV — SCHEDULING OF WORK 4.1 The first day of performance shall be the effective date specified in the Task Order Agreement. Any preliminary work started, materials ordered or purchased prior to receipt of the City's Notice to Proceed shall be at the Contractor's risk and expense. 4.2 Contractor shall submit a preliminary Critical Path Method (CPM) schedule with the Task Order Proposal. Contractor shall provide the City with an updated CPM schedule that includes all items of work at the kick-off/preconstruction meeting. Contractor must submit an updated CPM schedule with each payment application. 4.3 The Contractor shall execute the Work to completion within the time set forth in the Task Order. The performance period shall include allowance for mobilization, holidays, weekends, inclement weather, cleanup and project acceptance procedures. Page 4 Rev. 10/18 4.4 When the Contractor considers the Work to be complete, and ready for its intended use, Contractor shall notify the Director of Engineering Services or designee. The City shall inspect the Work to determine the status for completion. The Contractor shall promptly proceed to complete or correct listed items. 4.5 Contractor shall ensure that the purchase, delivery, and storage of materials and equipment shall be made without interference to the City operations and personnel. 4.6 Contractor shall be responsible for removing furniture and/or portable office equipment from the immediate work area as well as replacing to its original location upon work completion. If said items cannot be replaced within its original location, the City shall designate alternate location(s) for placement. 4.7 Contractor shall take all necessary precautions to ensure that no damage shall result from operations to private or public property. All damages must be repaired or replaced by the Contractor at no additional cost to the City. 4.8 Contractor shall be responsible for providing all necessary traffic control, to include but not limited to, street blockages, traffic cones, flagmen, etc. as required for each Task Order. Proposed traffic control methods must be submitted to the City for approval prior to commencement of work. 4.9 Contractor shall be responsible for obtaining payments and all required permits applicable to performance under any single Task Order placed against this contract. For contractor to be reimbursed, a line item will be included in the pay estimate form for all required City permits. ARTICLE V — INDEMNIFICATION 5.1 Contractor agrees to indemnify the City in accordance with Article 7 of Section 00 72 00 General Conditions, attached as Exhibit B. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Texas law requires that contractors, subcontractors and others must be covered under Workers' Compensation insurance, authorized self-insurance, or a workers' compensation coverage agreement. Throughout the terms of this Agreement, and any renewals thereto, such coverage must be provided. Contractor shall comply with the Insurance Requirements for Workers' Compensation Coverage as described and shown in Section 00 72 00 General Conditions, attached as Exhibit B. 6.2 Contractor shall comply with the Insurance Requirements for each Task Order as described in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. Page 5 Rev. 10/18 ARTICLE VII — WAGE RATE REQUIREMENTS 7.1 Contractor, and any subcontractors, are required to pay Davis -Bacon wage rates as described in Section 00 72 00 General Conditions, attached as Exhibit B. 7.2 The prevailing wage rates for each Task Order will be specified in Section 00 73 00 Supplementary Conditions, which will be included with each Request for Task Order Proposal. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to the Contractor at the address of record. 8.2 In this event, the Contractor will be compensated for its services on all work completed and accepted by the City at the time of termination. ARTICLE IX — OTHER PROVISIONS 9.1 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Contractor, 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 Contractor. 9.2 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 9.3 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm The form must then be printed, signed, and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html 9.4 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city- secreta ry/conflict-disclosure/index 9.5 Boycott Israel. As required by Chapter 2270, Government Code, Contractor hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Page 6 Rev. 10/18 9.6 Captions. The captions, titles, and headings in this Agreement are merely for convenience of the parties and shall neither limit nor amplify the provisions of the Agreement itself. CITY OF CORPUS CHRISTI A =A CONSTRUCTION LLC 1-14-2018 Jeff H. Edmonds, P. E. Date Ja b C. Flores, Director of Engineering Services President 8502 Spring Valley Circle Laredo, TX 78045 APPROVED AS TO LEGAL FORM (956) 645-5140 bids@abbaconstructionusa.com Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Date Page 7 Rev. 10/18 EXHIBIT A - PROPOSAL FMAC Master Agreement Exhibit A EXHIBIT B — TABLE OF CONTENTS AND GENERAL CONDITIONS Division / Section Title FMAC Master Agreement 00 72 00 General Conditions Division 00 Procurement and Contracting Requirements 00 30 01 Bid Form - FMAC Task Order 00 52 25 Task Order Agreement 00 61 13 Performance Bond 00 61 16 Payment Bond 00 73 00 Supplementary Conditions Division 01 General Requirements — FMAC TASK ORDER 01 11 00 Summary of Work 01 23 10 Alternates and Allowances 01 29 01 Measurement and Basis for Payment 01 33 01 Submittal Register 01 35 00 Special Procedures 01 50 00 Temporary Facilities and Controls 01 57 00 Temporary Controls Part S Standard Specifications — FMAC TASK ORDER SECTION # *SECTION TITLE* Part T Technical Specifications — FMAC TASK ORDER SECTION# -T *SECTION TITLE* END OF SECTION FMAC Master Agreement Exhibit B 00 72 00 GENERAL CONDITIONS Table of Contents Page Article 1— Definitions and Terminology 17 1.01 Defined Terms 17 1.02 Terminology 21 Article 2 - Preliminary Matters 22 2.01 Delivery of Bonds and Evidence of Insurance 22 2.02 Copies of Documents 23 2.03 Before Starting Construction 23 2.04 Preconstruction Conference; Designation of Authorized Representatives 23 Article 3 - Contract Documents: Intent, Requirements, Reuse 23 3.01 Intent 23 3.02 Reference Standards 24 3.03 Reporting and Resolving Discrepancies 25 3.04 Interpretation of the Contract Documents 25 3.05 Reuse of Documents 26 Article 4 - Commencement and Progress of the Work 26 4.01 Commencement of Contract Times; Notice to Proceed 26 4.02 Starting the Work 26 4.03 Progress Schedule 26 4.04 Delays in Contractor's Progress 26 Article 5 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 28 5.01 Availability of Lands 28 5.02 Use of Site and Other Areas 28 5.03 Subsurface and Physical Conditions 28 5.04 Differing Subsurface or Physical Conditions 29 5.05 Underground Facilities 30 5.06 Hazardous Environmental Conditions at Site 31 Article 6 - Bonds and Insurance 33 6.01 Performance, Payment, and Other Bonds 33 6.02 Licensed Sureties 33 6.03 Required Minimum Insurance Coverage 33 6.04 General Insurance Provisions 34 6.05 Contractor's Insurance 34 6.06 Property Insurance 37 FMAC Master Agreement Exhibit B 6.07 Waiver of Rights 38 6.08 Owner's Insurance for Project 38 6.09 Acceptable Evidence of Insurance 38 6.10 Certificate of Insurance 39 6.11 Insurance Policies 39 6.12 Continuing Evidence of Coverage 39 6.13 Notices Regarding Insurance 39 6.14 Texas Workers' Compensation Insurance Required Notice 39 Article 7 - Contractor's Responsibilities 41 7.01 Supervision and Superintendence 41 7.02 Labor; Working Hours 41 7.03 Services, Materials, and Equipment 42 7.04 Concerning Subcontractors, Suppliers, and Others 42 7.05 Patent Fees and Royalties 43 7.06 Permits 44 7.07 Taxes 44 7.08 Laws and Regulations 44 7.09 Safety and Protection 45 7.10 Safety Representative 45 7.11 Hazard Communication Programs 46 7.12 Emergencies 46 7.13 Contractor's General Warranty and Guarantee 46 7.14 Indemnification 46 7.15 Delegation of Professional Design Services 48 Article 8 - Other Work at the Site 49 8.01 Other Work 49 8.02 Coordination 49 8.03 Legal Relationships 49 Article 9 - Owner's and OPT's Responsibilities 50 9.01 Communications to Contractor 50 9.02 Replacement of Owner's Project Team Members 50 9.03 Furnish Data 50 9.04 Pay When Due 50 9.05 Lands and Easements; Reports and Tests 50 9.06 Insurance 50 9.07 Modifications 50 9.08 Inspections, Tests, and Approvals 50 9.09 Limitations on OPT's Responsibilities 51 9.10 Undisclosed Hazardous Environmental Condition 51 FMAC Master Agreement Exhibit B 9.11 Compliance with Safety Program 51 Article 10 — OAR's and Designer's Status During Construction 51 10.01 Owner's Representative 51 10.02 Visits to Site 51 10.03 Resident Project Representatives 51 10.04 Rejecting Defective Work 51 10.05 Shop Drawings, Modifications and Payments 51 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work 52 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 52 Article 11— Amending the Contract Documents; Changes in the Work 52 11.01 Amending and Supplementing the Contract Documents 52 11.02 Owner -Authorized Changes in the Work 53 11.03 Unauthorized Changes in the Work 53 11.04 Change of Contract Price 53 11.05 Change of Contract Times 54 11.06 Change Proposals 54 11.07 Execution of Change Orders 55 11.08 Notice to Surety 56 Article 12 — Change Management 56 12.01 Requests for Change Proposal 56 12.02 Change Proposals 56 12.03 Designer Will Evaluate Request for Modification 57 12.04 Equal Non Specified Products 57 12.05 Substitutions 58 Article 13 — Claims 58 13.01 Claims 58 13.02 Claims Process 59 Article 14 — Prevailing Wage Rate Requirements 60 14.01 Payment of Prevailing Wage Rates 60 14.02 Records 60 14.03 Liability; Penalty; Criminal Offense 61 14.04 Prevailing Wage Rates 61 Article 15 — Cost of the Work; Allowances; Unit Price Work 61 15.01 Cost of the Work 61 15.02 Allowances 63 15.03 Unit Price Work 64 FMAC Master Agreement Exhibit B 15.04 Contingencies 64 Article 16-Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 65 16.01 Access to Work 65 16.02 Tests, Inspections, and Approvals 65 16.03 Defective Work 66 16.04 Acceptance of Defective Work 66 16.05 Uncovering Work 66 16.06 Owner May Stop the Work 67 16.07 Owner May Correct Defective Work 67 Article 17 - Payments to Contractor; Set-Offs; Completion; Correction Period 68 17.01 Progress Payments 68 17.02 Application for Payment 69 17.03 Schedule of Values 71 17.04 Schedule of Anticipated Payments and Earned Value 72 17.05 Basis for Payments 72 17.06 Payment for Stored Materials and Equipment 73 17.07 Alternates and Allowances 73 17.08 Retainage and Set-Offs 74 17.09 Procedures for Submitting an Application for Payment 74 17.10 Responsibility of Owner's Authorized Representative 75 17.11 Contractor's Warranty of Title 76 17.12 Substantial Completion 76 17.13 Partial Utilization 76 17.14 Final Inspection 76 17.15 Final Application for Payment 76 17.16 Final Payment 77 17.17 Waiver of Claims 77 17.18 Correction Period 77 Article 18 - Suspension of Work and Termination 78 18.01 Owner May Suspend Work 78 18.02 Owner May Terminate for Cause 78 18.03 Owner May Terminate For Convenience 79 Article 19 - Project Management 80 19.01 Work Included 80 19.02 Quality Assurance 80 19.03 Document Submittal 80 19.04 Permits 80 19.05 Safety Requirements 80 FMAC Master Agreement Exhibit B 19.06 Access to the Site 81 19.07 Contractor's Use of Site 81 19.08 Protection of Existing Structures and Utilities 82 19.09 Pre -Construction Exploratory Excavations 82 19.10 Disruption of Services/Continued Operations 83 19.11 Field Measurements 83 19.12 Reference Data and Control Points 83 19.13 Delivery and Storage 83 19.14 Cleaning During Construction 84 19.15 Maintenance of Roads, Driveways, and Access 85 19.16 Area Access and Traffic Control 85 19.17 Overhead Electrical Wires 85 19.18 Blasting 86 19.19 Archeological Requirements 86 19.20 Endangered Species Resources 86 19.21 Cooperation with Public Agencies 86 Article 20 - Project Coordination 87 20.01 Work Included 87 20.02 Document Submittal 87 20.03 Communication During Project 87 20.04 Project Meetings 87 20.05 Requests for Information 89 20.06 Decision and Action Item Log 89 20.07 Notification By Contractor 90 20.08 Record Documents 90 Article 21- Quality Management 92 21.01 Contractor's Responsibilities 92 21.02 Quality Management Activities by OPT 93 21.03 Contractor's Use of OPT's Test Reports 93 21.04 Documentation 94 21.05 Standards 94 21.06 Delivery and Storage 94 21.07 Verification Testing for Corrected Defects 95 21.08 Test Reports 95 21.09 Defective Work 95 21.10 Limitation of Authority of Testing Laboratory 96 21.11 Quality Control Plan 96 21.12 Implement Contractor's Quality Control Plan 97 Article 22 - Final Resolution of Disputes 98 FMAC Master Agreement Exhibit B 22.01 Methods and Procedures 98 Article 23 - Minority/MBE/DBE Participation Policy 98 23.01 Policy 98 23.02 Definitions 99 23.03 Goals 100 23.04 Compliance 100 Article 24 - Document Management 100 24.01 Work Included 100 24.02 Quality Assurance 100 24.03 Contractor's Responsibilities 100 24.04 Document Submittal 101 24.05 Document Numbering 101 24.06 Document Requirements 102 Article 25 - Shop Drawings 103 25.01 Work Included 103 25.02 Quality Assurance 103 25.03 Contractor's Responsibilities 103 25.04 Shop Drawing Requirements 104 25.05 Special Certifications and Reports 105 25.06 Warranties and Guarantees 105 25.07 Shop Drawing Submittal Procedures 105 25.08 Sample and Mockup Submittal Procedures 107 25.09 Requests for Deviation 108 25.10 Designer Responsibilities 108 25.11 Resubmission Requirements 110 Article 26 - Record Data 110 26.01 Work Included 110 26.02 Quality Assurance 111 26.03 Contractor's Responsibilities 111 26.04 Record Data Requirements 112 26.05 Special Certifications and Reports 112 26.06 Warranties and Guarantees 112 26.07 Record Data Submittal Procedures 112 26.08 Designer's Responsibilities 113 Article 27 - Construction Progress Schedule 114 27.01 Requirements 114 27.02 Document Submittal 114 27.03 Schedule Requirements 115 FMAC Master Agreement Exhibit B 27.04 Schedule Revisions 116 27.05 Float Time 116 Article 28 - Video and Photographic documentation 117 28.01 Work Included 117 28.02 Quality Assurance 117 28.03 Document Submittal 117 28.04 Photgraphs 117 28.05 Video Recording 118 Article 29 - Execution and Closeout 118 29.01 Substantial Completion 118 29.02 Final Inspections 119 29.03 Reinspection Fees 119 29.04 Closeout Documents Submittal 119 29.05 Transfer of Utilities 119 29.06 Warranties, Bonds, and Service Agreements 119 Article 30 - Miscellaneous 120 30.01 Computation of Times 120 30.02 Owner's Right to Audit Contractor's Records 120 30.03 Independent Contractor 121 30.04 Cumulative Remedies 121 30.05 Limitation of Damages 121 30.06 No Waiver 122 30.07 Severability 122 30.08 Survival of Obligations 122 30.09 No Third Party Beneficiaries 122 30.10 Assignment of Contract 122 30.11 No Waiver of Sovereign Immunity 122 30.12 Controlling Law 122 30.13 Conditions Precedent to Right to Sue 122 30.14 Waiver of Trial by Jury 122 30.15 Attorney Fees 122 30.16 Compliance with Laws 123 30.17 Enforcement 123 30.18 Subject to Appropriation 123 30.19 Contract Sum 123 30.20 Contractor's Guarantee as Additional Remedy 123 30.21 Notices. 123 FMAC Master Agreement Exhibit B ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. FMAC Master Agreement Exhibit B 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; FMAC Master Agreement Exhibit B b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. FMAC Master Agreement Exhibit B 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. FMAC Master Agreement Exhibit B 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. FMAC Master Agreement Exhibit B 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. FMAC Master Agreement Exhibit B B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement (either electronic or printed) and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule, which must be a Critical Path Method (CPM) Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and FMAC Master Agreement Exhibit B d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. 5. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the FMAC Master Agreement Exhibit B Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. S. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. FMAC Master Agreement Exhibit B B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner so directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. No Damages for Delay: Contractor shall receive no compensation for delays or hindrances to the Work, except in the case of direct interference with means and methods by the OPT. In no event shall the Contractor be entitled to any compensation or recovery of any special damages in connection with any delays, including without limitation: consequential damages, lost opportunity costs, impact damages, or other similar damages. Owner's exercise of any of its rights or remedies under the Contract Documents (including without limitation ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of Owner's exercise of such rights or remedies, shall not be construed FMAC Master Agreement Exhibit B as active interference in the Contractor's performance of the Work. An extension of Contract Time, to the extent permitted, shall be the sole remedy of the Contractor for any acknowledged delays. Contractor agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; 3. Acts of war or terrorism; and 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article 5: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and 3. Hazardous Environmental Conditions. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. Claims for adjustment to the Contract Price or Contract Times that do not comply with Article 13 are waived. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. FMAC Master Agreement Exhibit B ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. FMAC Master Agreement Exhibit B C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. FMAC Master Agreement Exhibit B Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; FMAC Master Agreement Exhibit B 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 15.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. FMAC Master Agreement Exhibit B C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor is entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. FMAC Master Agreement Exhibit B ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. 6.03 Required Minimum Insurance Coverage A. Obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. Deliver evidence of insurance in accordance with the Supplementary Conditions to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. FMAC Master Agreement Exhibit B 6.04 General Insurance Provisions A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with this Article 6 and the Supplementary Conditions. B. Provide endorsements to the policies as outlined in this Article. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of endorsements and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 18 if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 6.05 Contractor's Insurance A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. FMAC Master Agreement Exhibit B 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. The expected coverage is that which would be included in a commercially available ISO Commercial General Liability policy and should provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; and 4. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Article and the Supplementary Conditions. Insurance is to remain in effect for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. If required by the Supplementary Conditions, provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; e) Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work while in transit or in storage. FMAC Master Agreement Exhibit B 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14, and all other contractual indemnity obligations of Contractor in the Contract Documents. Industry standard ISO Contractual Liability coverage will meet this obligation. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. E. For Projects with a Contract Value that exceeds $5,000,000, purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for Owners Indemnitees as defined in Article 1; and 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long- term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Article must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Article or the Supplementary Conditions or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. FMAC Master Agreement Exhibit B 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. J. The coverage requirements for specific policies of insurance must be met directly by those policies and may not rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 6.06 Property Insurance A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Article and the Supplementary Conditions or those required by Laws and Regulations and must comply with the requirements of Paragraph 6.09. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. FMAC Master Agreement Exhibit B D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 17.13. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Article and the Supplementary Conditions. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. 6.07 Waiver of Rights A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in the Supplementary Conditions. B. All policies purchased in accordance with this Article are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contain provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 6.08 Owner's Insurance for Project A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. 6.09 Acceptable Evidence of Insurance A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. FMAC Master Agreement Exhibit B 6.10 Certificate of Insurance A. Submit Certificates of Insurance meeting the following requirements: 1. Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 6.11 Insurance Policies A. If requested by the Owner, provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles. B. Contractor may block out (redact) any proprietary information or confidential premium pricing information contained in any policy or endorsement furnished under this Contract. 6.12 Continuing Evidence of Coverage A. Provide updated, revised, or new evidence of insurance in accordance this Article and the Supplementary Conditions prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. 6.13 Notices Regarding Insurance A. Notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. 6.14 Texas Workers' Compensation Insurance Required Notice A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, FMAC Master Agreement Exhibit B regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; FMAC Master Agreement Exhibit B 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by this section, with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. Regular working hours are between 7:00 a.m. and 6:00 p.m. unless other times are specifically authorized in writing by OAR. FMAC Master Agreement Exhibit B C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 17.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Documents. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. Under no circumstances shall any Subcontractor debarred under Chapter 41 of The Code of Ordinances, City of Corpus Christi, be deemed acceptable to Owner. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. FMAC Master Agreement Exhibit B E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the FMAC Master Agreement Exhibit B payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. This Project is not exempt from City permits and fees unless expressly stated otherwise. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. FMAC Master Agreement Exhibit B D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes. 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. FMAC Master Agreement Exhibit B 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR to pay or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 INDEMNIFICATION A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK AND/OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONTRACT, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY FMAC Master Agreement Exhibit B INJURY, DEATH OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS, OMISSIONS OR NEGLIGENCE OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE SOLE NEGLIGENCE OF AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES SOLE NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. To THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM. D. The indemnification obligations of this Paragraph 7.14 are not limited by the amount or type of damages, compensation or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. The indemnification obligations of this Paragraph 7.14 shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by Contractor. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and FMAC Master Agreement Exhibit B 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. FMAC Master Agreement Exhibit B ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. Utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor FMAC Master Agreement Exhibit B or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Article 17. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. FMAC Master Agreement Exhibit B 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. FMAC Master Agreement Exhibit B B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval FMAC Master Agreement Exhibit B must be made by a Change Order. A Change Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. If negotiations under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05 are unsuccessful, Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive.. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification. 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 16.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. 11.04 Change of Contract Price A. The Contract Price for authorized Work can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 13. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 15.03, where the Work involved is covered by unit prices in the Contract Documents; FMAC Master Agreement Exhibit B 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 15.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents and the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute, whichever is greater. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 15.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 15.01.C.1 and 15.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 15.01.C.4, and 15.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. 11.05 Change of Contract Times A. The Contract Times for authorized Work can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 13. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. FMAC Master Agreement Exhibit B B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 13. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, b. Required because Defective Work was accepted under Paragraph 16.04 or Owner's correction of Defective Work under Paragraph 16.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 13. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the FMAC Master Agreement Exhibit B Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. If the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, the Change Order is deemed to be in full force as if executed by Contractor. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for assification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and FMAC Master Agreement Exhibit B 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self -performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. 12.04 Equal Non Specified Products A. The products of the listed Suppliers are to be furnished where Specifications list several manufacturers but do not specifically list "or equal" or "or approved equal" products. Use of any products other than those specifically listed is a substitution. Follow the procedures in Paragraph 12.05 for a substitution. B. Contractor may submit other manufacturers' products that are in full compliance with the Specification where Specifications list one or more manufacturers followed by the phase "or equal" or "or approved equal. 1. Submit a Shop Drawing as required by Article 25 to document that the proposed product is equal or superior to the specified product. 2. Prove that the product is equal. It is not the OPT's responsibility to prove the product is not equal. a. Indicate on a point by point basis for each specified feature that the product is equal to the Contract Document requirements. b. Make a direct comparison with the specified manufacturer's published data sheets and available information. Provide this printed material with the Shop Drawing. c. The decision of the Designer regarding the acceptability of the proposed product is final. FMAC Master Agreement Exhibit B II 3. Provide a typewritten certification that, in furnishing the proposed product as an equal, the Contractor: a. Has thoroughly examined the proposed product and has determined that it is equal or superior in all respects to the product specified. b. Has determined that the product will perform in the same manner and result in the same process as the specified product. c. Will provide the same warranties and/or bonds as for the product specified. d. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the product into the construction and will waive all claims for additional Work which may be necessary to incorporate the product into the Project which may subsequently become apparent. e. Will maintain the same time schedule as for the specified product. 4. A Change Proposal is not required for any product that is in full compliance with the Contract Documents. If the product is not in full compliance, it may be offered as a Substitution. 12.05 Substitutions A. Substitutions are defined as any product that the Contractor proposes to provide for the Project in lieu of the specified product. Submit a Change Proposal per Paragraph 12.02 along with a Shop Drawing as required by Article 25 to request approval of a substitution. B. Prove that the product is acceptable as a substitute. It is not the Designer's responsibility to prove the product is not acceptable as a substitute. 1. Indicate on a point by point basis for each specified feature that the product is acceptable to meet the intent of the Contract Documents requirements. 2. Make a direct comparison with the specified Suppliers published data sheets and available information. Provide this printed material with the documents submitted. 3. The decision of the Designer regarding the acceptability of the proposed substitute product is final. C. Provide a written certification that, in making the substitution request, the Contractor: 1. Has determined that the substituted product will perform in substantially the same manner and result in the same ability to meet the specified performance as the specified product. 2. Will provide the same warranties and/or bonds for the substituted product as specified or as would be provided by the manufacturer of the specified product. 3. Will assume all responsibility to coordinate any modifications that may be necessary to incorporate the substituted product into the Project and will waive all claims for additional Work which may be necessary to incorporate the substituted product into the Project which may subsequently become apparent. 4. Will maintain the same time schedule as for the specified product. D. Pay for review of substitutions in accordance with Article 25. ARTICLE 13 — CLAIMS 13.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. Seeking an adjustment of Contract Price or Contract Times; FMAC Master Agreement Exhibit B 2. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; 3. Contesting OPT's decision regarding a Change Proposal; 4. Seeking resolution of a contractual issue that OAR has declined to address; or 5. Seeking other relief with respect to the terms of the Contract. 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and FMAC Master Agreement Exhibit B Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. Venue for any mediation or lawsuit filed under this Agreement shall be in Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement in any court having jurisdiction thereof. 4. Nothing in this Agreement shall be construed as consent to a lawsuit. No provision of the Agreement shall waive any immunity or defense. L. Contractor may appeal a Claim that is denied in whole or in part by filing such appeal with Owner within 30 days following the denial. Owner will have 60 days to review the appeal and respond to Contractor. If Owner does not respond within 60 days after receipt of the appeal, the appeal shall be deemed denied. M. Notify the OAR if efforts to resolve the Claim are not successful, and the Claim is denied. N. If the entity receiving a Claim approves the Claim in whole or in part or denies it in whole or in part or if Owner denies an appealed Claim, this action is final and binding unless the other entity invokes the procedure described in Article 22 for final resolution of disputes within 30 days after this action. O. If the Owner and Contractor reach a mutual agreement regarding a Claim, the results of the agreement or action on the Claim will be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times. P. Both parties shall continue to perform all obligations under the Agreement during the pendency of any dispute or disagreement relating to this Agreement, unless performance would be impracticable or impossible under the circumstances. ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS 14.01 Payment of Prevailing Wage Rates A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. B. Contractor and its Subcontractors are required to pay Davis -Bacon Wage Rates. C. Contractor and its Subcontractors are required to pay laborers and mechanics an overtime rate of not less than one and one-half times the basic rate for all hours worked in excess of forty hours in a given workweek. 14.02 Records A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and FMAC Master Agreement Exhibit B 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 14.03 Liability; Penalty; Criminal Offense A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. B. Tex. Gov't Code §2258.023(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed on each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. 14.04 Prevailing Wage Rates A. Use the Prevailing Wage Rates specified in the Supplementary Conditions. ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 15.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 15.01, except those excluded in Paragraph 15.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 15.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost- plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the FMAC Master Agreement Exhibit B Work is being used under provisions of Paragraph 15.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 15.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; FMAC Master Agreement Exhibit B e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 15.01.C.1 or specifically covered by Paragraph 15.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 15.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 15.01. 15.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. FMAC Master Agreement Exhibit B B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 15.02.6.1 and 15.02.6.2 above are included in the Contract Price. C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 15.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 15.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 15.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 15.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. FMAC Master Agreement Exhibit B B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 15.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 16—TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 16.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 16.02 Tests, Inspections and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; FMAC Master Agreement Exhibit B 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 16.03 Defective Work A. It is Contractor's obligation to ensure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 16.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 17 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 17 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. 16.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. FMAC Master Agreement Exhibit B B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 16.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 16.07 Owner May Correct Defective Work A. Owner may remedy deficiencies in the Work after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 16.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 16.07 are to be charged against Contractor as a set-off against payments due under Article 17. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. FMAC Master Agreement Exhibit B E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 16.07. ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 17.01 Progress Payments A. Progress payment requests are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in this Article 17. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 17.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 15.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 15.01, 15.02 and 15.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 16.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; j. Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; g. FMAC Master Agreement Exhibit B I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; p. q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 17.02 Application for Payment A. Submit Applications for Payment for completed Work and for materials and equipment in accordance with the Supplementary Conditions, the Agreement, and this Article 17. The Contract Price is to include costs for: 1. Providing the Work in accordance with the Contract Documents; 2. Installing Owner furnished equipment and materials; 3. Providing Work for Alternates and Allowances; 4. Commissioning, start-up, training and initial maintenance and operation; S. Acceptance testing in manufacturer's facilities or on Site; 6. All home office overhead costs and expenses, including profit made directly or indirectly for the Project; FMAC Master Agreement Exhibit B 7. Project management, Contract administration, field office, and field operations staff, including supervision, clerical support, and technology system support; 8. Professional services including design fees, legal fees, and other professional services; 9. Bonds and insurance; 10. Permits, licenses, patent fees, and royalties; 11. Taxes; 12. Providing all documents and Samples required by the Contract Documents; 13. Facilities and equipment at the Site including: a. Field offices, office furnishings, and all related office supplies, software, and equipment, b. Storage facilities for Contractor's use, storage facilities for stored materials and equipment, including spare parts storage, c. Shops, physical plant, construction equipment, small tools, vehicles, technology and telecommunications equipment, d. Safety equipment and facilities to provide safe access and working conditions for workers and for others working at the Site, e. Temporary facilities for power and communications, f. Potable water and sanitation facilities, and g. Mobilization and demobilization for all of these facilities and equipment; 14. Products, materials, and equipment stored at the Site or other suitable location; 15. Products, materials, and equipment permanently incorporated into the Project; 16. Temporary facilities for managing water, including facilities for pumping, storage, and treatment as required for construction and protection of the environment; 17. Temporary facilities for managing environment conditions and Constituents of Concern; 18. Temporary facilities such as sheeting, shoring, bracing, formwork, embankments, storage facilities, working areas, and other facilities required for construction of the Project; 19. Temporary and permanent facilities for protection of all overhead, surface, or underground structures or features; 20. Temporary and permanent facilities for removal, relocation, or replacement of any overhead, surface, or underground structures or features; 21. Products, materials, and equipment consumed during the construction of the Project; 22. Contractor labor and supervision to complete the Project, including that provided through Subcontractors or Suppliers; 23. Correcting Defective Work during the Contract Times, during the Correction Period, or as required to meet any warranty provision of the Contract Documents; 24. Risk associated with weather and environmental conditions, start-up, and initial operation of facilities including equipment, processes, and systems; 25. Contractor's safety programs, including management, administration, and training; FMAC Master Agreement Exhibit B 26. Maintenance of facilities, including equipment, processes, and systems until operation is transferred to Owner; 27. Providing warranties, extended or special warranties, or extended service agreements; 28. Cleanup and disposal of any and all surplus materials; and 29. Demobilization of all physical, temporary facilities not incorporated into the Project. B. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price. C. Provide written approval of the surety company providing Bonds for the Schedule of Values, Application for Payment form, and method of payment prior to submitting the first Application for Payment. Submit approval using the Consent of Surety Company to Payment Procedures form provided. Payment will not be made without this approval. D. OAR may withhold processing Applications for Payment if any of the following processes or documentation are not up to date: 1. Progress Schedule per Article 27. 2. Project photographs per Article 28. 3. Record Documents per Article 20. 4. Documentation required to comply with Owner's Minority / MBE / DBE Participation Policy. 5. Certified payroll documentation required by the Contract Documents. 6. Documentation required to substantiate any approved Project deviation, including overruns of Designer's estimated quantity. 7. Documentation required by funding agency per Section 00 74 00. 17.03 Schedule of Values A. Submit a detailed Schedule of Values for the Work at least 10 days prior to submitting the first Application for Payment. B. Submit the Schedule of Values in the form provided in Attachment A to the Application for Payment - Tabulation of Earned Value of Original Contract Performed. C. Do not submit an Application for Payment until the Schedule of Values has been approved by the OAR. D. If unit prices are included in the Agreement, use each unit price line item in the Agreement as a unit price line item in the Schedule of Values. E. Divide lump sum line items, including Subcontractor and Supplier amounts in the Schedule of Values into smaller components to allow more accurate determination of the earned value for each item. 1. Provide adequate detail to allow a more accurate determination of the earned value expressed as a percentage of Work completed for each item. 2. Line items may not exceed $50,000.00, unless they are for products, materials, or equipment permanently incorporated into the Project that cannot be subdivided into units or subassemblies. 3. Lump sum items may be divided into an estimated number of units to determine earned value. a. The estimated number of units times the cost per unit must equal the lump sum amount for that line item. FMAC Master Agreement Exhibit B b. Contractor will receive payment for the lump sum for the line item, regardless of the number of units installed, unless an adjustment is made by Change Order. 4. Include Contractor's overhead and profit in each line item in proportion to the value of the line item to the Contract Price. 5. Include the cost not specifically set forth as an individual payment item but required to provide a complete and functional system in the Contract Price for each item. 6. These line items may be used to establish the value of Work to be added or deleted from the Project. 7. The sum of all values listed in the schedule must equal the total Contract Price. F. Subdivide each line item in the Schedule of Values into two payment components. The first component is the direct cost for products, materials, and equipment permanently incorporated into the Project. The second component is all other cost associated with the item in the Agreement. The sum of the two components must equal the value of the line item in the Schedule of Values. G. Where a percentage of the line value is allowed for a specified stage of completion, show the value for each stage of completion as a component of that line item cost. 17.04 Schedule of Anticipated Payments and Earned Value A. Submit a schedule of the anticipated Application for Payments showing the application numbers, submission dates, and the anticipated amount to be requested. Incorporate retainage into the development of this schedule of anticipated payments. B. Submit a tabulation of the anticipated Total Earned Value of Fees, Work, and Materials to create a graphic (curve) representation of the anticipated progress on the Project each month. Adjust this table and curve to incorporate Modifications. Use this curve to compare actual progress on the Project each month by comparing the anticipated cumulative Total Earned Value of Fees, Work, and Materials to the actual Total Earned Value of Fees, Work, and Materials each month. Use the comparison of values to determine performance on budget and schedule. C. Update the Schedule of Payments as necessary to provide a reasonably accurate indication of the funds required to make payments each month to the Contractor for Work performed. 17.05 Basis for Payments A. Lump Sum Contracts: 1. Payment will be made for the earned value of Work completed during the payment period expressed as a percentage of Work completed for each line item during the payment period per the Contract Documents. 2. Payment amount is the value of Work completed per the Contract Documents multiplied by the percentage of Work completed. 3. Payment for lump sum items divided into an estimated number of units to determine earned value per Paragraph 17.03.E.3 will be made for the measured number of units. 4. Payment for stored materials and equipment will be made per Paragraph 17.06. B. Unit Price Contracts: 1. Payment will be made for the actual quantity of Work completed during the payment period and for materials and equipment stored during the payment period per the Contract Documents. FMAC Master Agreement Exhibit B a. Payment amount is the Work quantity measured per the Contract Documents multiplied by the unit prices for that line item in the Agreement. b. Payment for stored materials and equipment will be made per Paragraph 17.06. 2. Measure the Work described in the Agreement for payment. Payment will be made only for the actual measured and/or computed length, area, solid contents, number, and weight, unless other provisions are made in the Contract Documents. Payment on a unit price basis will not be made for Work outside finished dimensions shown in the Contract Documents. Include cost for waste, overages, and tolerances in the unit price for that line item. 17.06 Payment for Stored Materials and Equipment A. Store materials and equipment properly at the Site. 1. Payment will be made for the invoice amount less the specified retainage. 2. Payment for materials and equipment show in the Application for Payment on Attachment A or Attachment B - Tabulation of Work on Approved Contract Modifications will be made for the invoice amount, up to the value shown in the Schedule of Values for that line item. Costs for material and equipment in excess of the value shown in the Schedule of Values may not be added to other line items. 3. Payment will be made in full for the value shown in the line item for products and materials if invoices for materials and equipment are less than the amount shown in the line item and it can be demonstrated that no additional materials or equipment are required to complete Work described in that item. 4. Provide invoices at the time materials are included on Attachment D to the Application for Payment - Tabulation of Values for Materials and Equipment. Include invoice numbers on Attachment D so that a comparison can be made between invoices and amounts included on Attachment D. B. Provide a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of Liens. Provide documentation of payment for materials and equipment with the next Application for Payment. Adjust payment to the amount actually paid if this differs from the invoice amount. Remove items from the tabulation of materials and equipment if this documentation is not provided. Payment will not be made for material and equipment without documentation of payment. C. Contractors can be paid for non-perishable materials on hand stored at the site, provided that invoices are furnished to the City for verification of the material value, and that Contractor provides documents, satisfactory to the City, that show that the material supplier has been paid for the materials delivered to the work site. D. Provide evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest. E. The Work covered by progress payments becomes the property of the Owner at the time of payment. The Contractor's obligations with regard to proper care and maintenance, insurance, and other requirements are not changed by this transfer of ownership until accepted in accordance with the General Conditions. F. Payment for materials and equipment does not constitute acceptance of the product. 17.07 Alternates and Allowances A. Include amounts for specified Alternate Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. B. Include amounts for specified Allowances for Work in the Agreement in accordance with SECTION 01 23 10 ALTERNATES AND ALLOWANCES. FMAC Master Agreement Exhibit B 17.08 Retainage and Set -Offs A. Retainage will be withheld from each Application for Payment per the Agreement. Retainage will be released per the General Conditions. B. Reduce payments for set -offs per the General Conditions. Include Attachment C — Tabulation of Set -Offs in the Application for Payment. 17.09 Procedures for Submitting an Application for Payment A. Submit a draft Application for Payment to the OAR each month at least 20 days before the date established in the Agreement for Owner to make progress payments. Do not submit Applications for Payment more often than monthly. Review the draft Application for Payment with the OAR to determine concurrence with: 1. The earned value for each lump sum item including the value of properly stored and documented materials and equipment for each item in the original Contract. 2. The quantity of Work completed for each unit price item. 3. Set -offs included in the Application for Payment. 4. Values requested for materials and equipment consistent with invoices for materials and equipment. B. Submit Applications for Payment monthly through the OAR after agreement has been reached on the draft Application for Payment. 1. Number each application sequentially and include the dates for the application period. 2. Show the total amounts for earned value of original Contract performed, earned value for Work on approved Contract Amendments and Change Orders, retainage, and set -offs. Show total amounts that correspond to totals indicated on the attached tabulation for each. 3. Include Attachment A to show the earned value on each line item in the Schedule of Values for Work shown in the original Contract. 4. Include Attachment B to show the earned value on line items for approved Change Orders. Add items to Attachment B as Change Orders are approved. Change Orders must be approved before payment can be made on Change Order items. 5. Include Attachment C to document set -offs required per the Contract Documents. Show each set-off as it is applied. Show a corresponding line item to reduce the set-off amount if a payment held by a set- off is released for payment. 6. Include Attachment D to allow tracking of invoices used to support amounts requested as materials in Attachments A and B. Enter materials to show the amount of the invoice assigned to each item in Attachment A or B if an invoice includes materials used on several line items. 7. Complete the certification stating that all Work, including materials and equipment, covered by this Application for Payment have been completed or delivered and stored in accordance with the Contract Documents, that all amounts have been paid for Work, materials, and equipment for which previous payments have been made by the Owner, and that the current payment amount shown in this Application for Payment is now due. C. Submit attachments in Portable Document Format (PDF): 1. Generate attachments to the Application for Payment using the Excel spreadsheet provided. FMAC Master Agreement Exhibit B 2. Submit PDF documents with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. 17.10 Responsibility of Owner's Authorized Representative A. OAR will review draft Application for Payment with Contractor to reach an agreement on the values that will be recommended for payment by the OAR. B. OAR will review Application for Payment submitted by Contractor to determine that the Application for Payment has been properly submitted and is in accordance with the agreed to draft Application for Payment. C. OAR is to either recommend payment of the Application for Payment to Owner or notify the Contractor of the OPT's reasons for not recommending payment. Contractor may make necessary corrections and resubmit the Application for Payment if it is not recommended within 10 days after receipt of the notice. OAR will review resubmitted Application for Payment and reject or recommend payment of the Application for Payment to Owner as appropriate. D. OAR's recommendation of the Application for Payment constitutes a representation by OPT that based on their experience and the information available: 1. The Work has progressed to the point indicated; 2. The quality of the Work is generally in accordance with the Contract Documents; and 3. Requirements prerequisite to payment have been met. E. This representation is subject to: 1. Further evaluation of the Work as a functioning whole; 2. The results of subsequent tests called for in the Contract Documents; or 3. Any other qualifications stated in the recommendation. F. OPT does not represent by recommending payment: 1. Inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work; or 2. Other matters or issues between the parties that might entitle Contractor to additional compensation or entitle Owner to withhold payment to Contractor may or may not exist. G. Neither OPT's review of Contractor's Work for the purposes of recommending payments nor OAR's recommendation of payment imposes responsibility on OPT: 1. To supervise, direct, or control the Work; 2. For the means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs; 3. For Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work; 4. To make examinations to ascertain how or for what purposes Contractor has used the monies paid on account of the Contract Price; or S. To determine that title to the Work, materials, or equipment has passed to Owner free and clear of Liens. FMAC Master Agreement Exhibit B 17.11 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 17.12 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work within 30 days after Contractor's notification to determine if the Work is substantially complete. OAR, within 120 days after receipt of Contractor's notification, is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 17.13 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 17.12 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 17.14 Final Inspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 17.13 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 17.15 Final Application for Payment A. Include adjustments to the Contract Price in the final Application for Payment for: 1. Approved Change Orders and Contract Amendments, 2. Allowances not previously adjusted by Change Order, FMAC Master Agreement Exhibit B 3. Deductions for Defective Work that has been accepted by the Owner, 4. Penalties and bonuses, 5. Deductions for liquidated damages, 6. Deduction for all final set -offs, and 7. Other adjustments if needed. B. OAR will prepare a final Change Order reflecting the approved adjustments to the Contract Price which have not been covered by previously approved Change Orders and if necessary reconcile estimate unit price quantities with actual quantities. 17.16 Final Payment A. Make final Application for Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 17.17 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 17.14; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 22 and specifically noted in the Certificate of Final Completion. 17.18 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer period of time prescribed by the terms of the Contract Documents. FMAC Master Agreement Exhibit B B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 17.18.A and 17.18.6 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of loss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or system is placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 17.18.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 17.18. G. Contractor's obligations under this Paragraph 17.18 are in addition to other obligations or warranties. The provisions of this Paragraph 17.18 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION 18.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. 18.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, FMAC Master Agreement Exhibit B d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 18.02.A.4. Owner may terminate Contractor's performance under this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that Contractor's performance under the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 18.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated Contractor's performance under the Contract for cause. E. Owner may elect not to proceed with termination of Contractor's performance under the Contract under this Paragraph 18.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 18.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination of Contractor's performance does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 18.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. FMAC Master Agreement Exhibit B ARTICLE 19 — PROJECT MANAGEMENT 19.01 Work Included A. Furnish resources required to complete the Project with an acceptable standard of quality within the Contract Times. B. Construct Project in accordance with current safety practices. C. Manage Site to allow access to Site and control construction operations. D. Construct temporary facilities to provide and maintain control over environmental conditions at the Site. Remove temporary facilities when no longer needed. E. Provide temporary controls for pollutions, management of water and management of excess earth as required in SECTION 01 57 00 TEMPORARY CONTROLS. 19.02 Quality Assurance A. Employ competent workmen, skilled in the occupation for which they are employed. Provide Work meeting quality requirements of the Contract Documents. B. Remove Defective Work from the Site immediately unless provisions have been made and approved by the OPT to allow repair of the product at the Site. Clearly mark Work as Defective until it is removed or allowable repairs have been completed. 19.03 Document Submittal A. Provide documents in accordance with Article 24. 1. Provide copies of Supplier's printed storage instructions prior to furnishing materials or products and installation instructions prior to beginning the installation. 2. Incorporate field notes, sketches, recordings, and computations made by the Contractor in Record Data. 19.04 Required Permits A. Obtain building permits for the Project from the local authorities having jurisdiction. Pay building permit fees and include this cost in the Contract Price. B. Obtain environmental permits required for construction at the Site. C. Provide required permits for transporting heavy or oversized loads. D. Provide other permits required to conduct any part of the Work. E. Arrange for inspections and certification by agencies having jurisdiction over the Work. F. Make arrangements with private utility companies and pay for fees associated with obtaining services, or for inspection fees. G. Retain copies of permits and licenses at the Site and observe and comply with all regulations and conditions of the permit or license. 19.05 Safety Requirements A. Manage safety to protect the safety and welfare of persons at the Site. FMAC Master Agreement Exhibit B B. Provide safe access to move through the Site. Provide protective devices to warn and protect from hazards at the Site. C. Provide safe access for those performing tests and inspections. D. Comply with latest provisions of the Occupational Health and Safety Administration and other Laws and Regulation. E. Cooperate with accident investigations. Provide two copies of all reports, including insurance company reports, prepared concerning accidents, injury, or death related to the Project to the OAR as Record Data per Article 26. 19.06 Access to the Site A. Maintain access to the facilities at all times. Do not obstruct roads, pedestrian walks, or access to the various buildings, structures, stairways, or entrances. Provide safe access for normal operations during construction. B. Provide adequate and safe access for inspections. Leave ladders, bridges, scaffolding, and protective equipment in place until inspections have been completed. Construct additional safe access if required for inspections. C. Use roadways for construction traffic only with written approval of the appropriate representatives of each entity. Obtain written approval to use roads to deliver heavy or oversized loads to the Site. Furnish copies of the written approvals to the Owner as Record Data per Article 26. 19.07 Contractor's Use of Site A. Limit the use of Site for Work and storage to those areas designated on the Drawings or approved by the OAR. Coordinate the use of the premises with the OAR. B. Provide security at the Site as necessary to protect against vandalism and loss by theft. C. Do not permit alcoholic beverages or illegal substances on the Site. Do not allow persons under the influence of alcoholic beverages or illegal substances to enter or remain on the Site at any time. Persons on Site under the influence of alcoholic beverages or illegal substances will be permanently prohibited from returning to the Site. Criminal or civil penalties may also apply. D. Park construction equipment in designated areas only and provide spill control measures as discussed in SECTION 01 57 00 TEMPORARY CONTROLS. E. Park employees' vehicles in designated areas only. F. Obtain written permission of the Owner before entering privately -owned land outside of the Owner's property, rights-of-way, or easements. G. Do not allow the use of audio devices, obnoxious, vulgar or abusive language, or sexual harassment in any form. These actions will cause immediate and permanent removal of the offender from the premises. Criminal or civil penalties may apply. H. Require Workers to wear clothing that is inoffensive and meets safety requirements. Do not allow sleeveless shirts, shorts, exceedingly torn, ripped, or soiled clothing to be worn on the Project. I. Do not allow firearms or weapons of any sort to be brought on to the Site under any conditions. No exception is to be made for persons with concealed handgun permits. Remove any firearms or weapons and the person possessing these firearms or weapons immediately from the Site. FMAC Master Agreement Exhibit B 19.08 Protection of Existing Structures and Utilities A. Examine the Site and review the available information concerning the Site. Locate utilities, streets, driveways, fences, drainage structures, sidewalks, curbs, and gutters. Verify the elevations of the structures adjacent to excavations. Report any discrepancies from information in the Contract Documents to the OAR before beginning construction. B. Determine if existing structures, poles, piping, or other utilities at excavations will require relocation or replacement. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES. Coordinate Work with local utility company and others for the relocation or replacement. C. Protect buildings, utilities, street surfaces, driveways, sidewalks, curb and gutter, fences, wells, drainage structures, piping, valves, manholes, electrical conduits, and other systems or structures unless they are shown to be replaced or relocated on the Drawings. Restore damaged items to the satisfaction of the OPT and utility owner. D. Carefully support and protect all structures and/or utilities so that there will be no failure or settlement where excavation or demolition endangers adjacent structures and utilities. Do not take existing utilities out of service unless required by the Contract Documents or approved by the OAR. Notify and cooperate with the utility owner if it is necessary to move services, poles, guy wires, pipelines, or other obstructions. E. Protect existing trees and landscaping at the Site. 1. Identify trees that may be removed during construction with OPT. 2. Mark trees to be removed with paint. 3. Protect trees to remain from damage by wrapping trunks with 2 x 4 timbers around the perimeter, securely wired in place, where machinery must operate around existing trees. Protect branches and limbs from damage by equipment. 4. Protect root zone from compaction. 19.09 Pre -Construction Exploratory Excavations A. Excavate and expose existing pipelines that cross within 20 feet of Project pipelines prior to any Work. Survey the line to determine its exact vertical and horizontal location at each point the existing pipeline may potentially conflict with the Work. B. Excavate and expose existing parallel pipelines at 300 feet intervals (maximum) for existing pipelines which are within 10 feet of Project pipelines. Survey the line to determine its exact vertical and horizontal location at each point where the line is excavated and exposed. C. Prepare a Plan of Action per SECTION 01 35 00 SPECIAL PROCEDURES indicating the owner of pipelines excavated and surveyed and all pertinent survey data, including the station where lines cross or conflicts may exist and the distance to the pavement centerline and elevations of the top of existing pipelines. D. Do not perform Work on the Project until all exploratory excavations have been completed and the Plan of Action has been approved by the OAR. E. Unless specifically indicated otherwise in the Bid Form, no separate payment will be made for pre - construction exploratory excavations. Include the cost for pre -construction exploratory excavations in the unit price for the pipe construction or other applicable feature. When necessary, pavement repairs associated with exploratory excavations that are beyond the limits of the new pavement will be paid for at the unit prices for pavement repair when an item is included in the Bid Form. When an item for pavement repair is not included in the Bid Form, the cost should be included in the unit price for the pipe construction or other applicable feature. FMAC Master Agreement Exhibit B 19.10 Disruption of Services/Continued Operations A. Existing facilities are to continue in service as usual during the construction unless noted otherwise. Owner of utilities must be able to operate and maintain the facilities. Keep disruptions to existing utilities, piping, process piping, or electrical services to a minimum. 1. Do not restrict access to critical valves or operators. 2. Limit operations to the minimum amount of space needed to complete the specified Work. 3. Maintain storm sewers and sanitary sewers in service at all times. Provide temporary service around the construction or otherwise construct the structure in a manner that the flow is not restricted. B. Provide a Plan of Action in accordance with SECTION 0135 00 SPECIAL PROCEDURES if facilities must be taken out of operation. 19.11 Field Measurements A. Perform complete field measurements prior to purchasing products or beginning construction for products required to fit existing conditions. B. Verify property lines, control lines, grades, and levels indicated on the Drawings. C. Check Shop Drawings and indicate the actual dimensions available where products are to be installed. D. Include field measurements in Record Data as required in Article 26. 19.12 Reference Data and Control Points A. The OPT will provide the following control points: 1. Base line or grid reference points for horizontal control. 2. Benchmarks for vertical control. B. Locate and protect control points prior to starting the Work and preserve permanent reference points during construction. Designated control points may be on an existing structure or monument. Do not change or relocate points without prior approval of the OAR. Notify OAR when the reference point is lost, destroyed, or requires relocation. Replace Project control points on the basis of the original survey. C. Provide complete engineering layout of the Work needed for construction. 1. Provide competent personnel. Provide equipment including accurate surveying instruments, stakes, platforms, tools, and materials. 2. Provide surveying with accuracy meeting the requirements established for Category 5 Construction Surveying as established in the Manual of Practice of Land Surveying in Texas published by the Texas Society of Professional Surveyors, latest revision. 3. Record Data and measurements per standards. 19.13 Delivery and Storage A. Deliver products and materials to the Site in time to prevent delays in construction. B. Deliver packaged products to Site in original undamaged containers with identifying labels attached. Open cartons as necessary to check for damage and to verify invoices. Reseal cartons and store properly until used. Leave products in packages or other containers until installed. C. Assume full responsibility for the protection and safekeeping of products stored at the Site. FMAC Master Agreement Exhibit B D. Store products at locations acceptable to the OAR and to allow Owner access to maintain and operate existing facilities. E. Store products in accordance with the Supplier's storage instructions immediately upon delivery. Leave seals and labels intact. F. Provide additional storage areas as needed for construction. Store products subject to damage by elements in substantial weather -tight enclosures or storage sheds. Provide and maintain storage sheds as required for the protection of products. Provide temperature, humidity control, and ventilation within the ranges stated in the Supplier's instructions. Remove storage facilities at the completion of the Project. G. Protect the pipe interior. Keep all foreign materials such as dirt, debris, animals, or other objects out of the pipe during the Work. Cap or plug ends of installed pipe in an approved manner when pipe is not being installed. Clean or wash out pipe sections that become contaminated before continuing with installation. Take precautions to prevent the pipe from floating or moving out of the proper position during or after laying operations. Immediately correct any pipe that moves from its correct position. H. Provide adequate exterior storage for products that may be stored out-of-doors. 1. Provide substantial platforms, blocking, or skids to support materials and products above ground which has been sloped to provide drainage. Protect products from soiling or staining. 2. Cover products subject to discoloration or deterioration from exposure to the elements, with impervious sheet materials. Provide ventilation to prevent condensation below covering. 3. Store loose, granular materials on clean, solid surfaces, or on rigid sheet materials, to prevent mixing with foreign matter. 4. Provide surface drainage to prevent erosion and ponding of water. 5. Prevent mixing of refuse or chemically injurious materials or liquids with stored materials. 6. Pipes and conduits stored outdoors are to have open ends sealed to prevent the entrance of dirt, moisture, and other injurious materials. Protect PVC pipe from ultraviolet light exposure. 7. Store light weight products to prevent wind damage. I. Maintain storage facilities. Inspect stored products on a weekly basis and after periods of severe weather to verify that: 1. Storage facilities continue to meet specified requirements; 2. Supplier's required environmental conditions are continually maintained; and 3. Products that can be damaged by exposure to the elements are not adversely affected. J. Replace any stored item damaged by inadequate protection or environmental controls. K. Payment may be withheld for any products not properly stored. 19.14 Cleaning During Construction A. Provide positive methods to minimize raising dust from construction operations and provide positive means to prevent air -borne dust from disbursing into the atmosphere. Control dust and dirt from demolition, cutting, and patching operations. B. Clean the Project as Work progresses and dispose of waste materials, keeping the Site free from accumulations of waste or rubbish. Provide containers on Site for waste collection. Do not allow waste materials or debris to blow around or off of the Site. Control dust from waste materials. Transport waste materials with as few handlings as possible. FMAC Master Agreement Exhibit B C. Comply with Laws and Regulations. Do not burn or bury waste materials. Remove waste materials, rubbish and debris from the Site and legally dispose of these at public or private disposal facilities. D. Provide a final cleaning to thoroughly clean the entire Site and make ready for acceptance. 1. Remove construction debris, boxes, and trash from the Site. 2. Remove construction storage sheds and field offices. 3. Restore grade to match surrounding condition and remove excess dirt. 4. Sweep all drives and parking lots clean of dirt and debris. Use water trucks or hose down paved site to like new appearance. 19.15 Maintenance of Roads, Driveways, and Access A. Maintain roads and streets in a manner that is suitable for safe operations of public vehicles during all phases of construction unless the Owner approves a street closing. Do not close public roads overnight. B. Submit a Notification by Contractor for Owner's approval of a street closing. The request shall state: 1. The reason for closing the street. 2. How long the street will remain closed. 3. Procedures to be taken to maintain the flow of traffic. C. Construct temporary detours, including by-pass roads around construction, with adequately clear width to maintain the free flow of traffic at all times. Maintain barricades, signs, and safety features around the detour and excavations. Maintain barricades, signs, and safety features around the Work in accordance with all provisions of the latest edition of the Manual on Uniform Traffic Control Devices (MUTCD). D. Assume responsibility for any damage resulting from construction along roads or drives. 19.16 Area Access and Traffic Control A. Provide traffic control measures to assure a safe condition and to provide a minimum of inconvenience to motorists and the public. Provide all-weather access to all residents and businesses at all times during construction. Provide temporary driveways and/or roads of approved material during wet weather. Maintain a stockpile of suitable material on the Site to meet the demands of inclement weather. B. Schedule operations to minimize adverse impact on the accessibility of adjoining properties. Sequence construction to build driveways in half widths, construct temporary ramps, or any other measure required to maintain access to adjoining properties. C. Comply with the Owner's Uniform Barricading Standards and Practices. Copies of this document are available through the Owner's Traffic Engineering Department. Secure required permits from the Owner's Traffic Engineering Department. 19.17 Overhead Electrical Wires A. Comply with OSHA safety requirements regarding construction equipment working beneath overhead electrical wires. Prevent and pay for repairs for damage to existing overhead electrical wires or facilities. B. Provide for adequate safety with regard to overhead lines whether overhead lines are or are not shown in the Contract Documents. FMAC Master Agreement Exhibit B 19.18 Blasting A. Blasting is not allowed for any purpose. 19.19 Archeological Requirements A. Cease operations immediately and contact the Owner for instructions if historical or archaeological artifacts are found during construction. B. Conduct all construction activities to avoid adverse impact on the Sites where significant historical or archaeological artifacts are found or identified as an area where other artifacts could be found. 1. Obtain details for Working in these areas. 2. Maintain confidentiality regarding the Site. 3. Adhere to the requirements of the Texas Historical Commission. 4. Notify the OAR and the Texas Historical Commission. C. Do not disturb archaeological sites. 1. Obtain the services of a qualified archaeological specialist to instruct construction personnel on how to identify and protect archaeological finds on an emergency basis. 2. Coordinate activities to permit archaeological work to take place within the area. a. Attempt to archaeologically clear areas needed for construction as soon as possible. b. Provide a determination of priority for such areas. D. Assume responsibility for any unauthorized destruction that might result to such Sites by construction personnel, and pay all penalties assessed by the State or Federal agencies for non-compliance with these requirements. E. Contract Times will be modified to compensate for delays caused by such archaeological finds. No additional compensation will be paid for delays. 19.20 Endangered Species Resources A. Do not perform any activity that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. B. Cease Work immediately in the area of the encounter and notify the OAR if a threatened or endangered species is encountered during construction. OPT will implement actions in accordance with the ESA and applicable State statutes. Resume construction in the area of the encounter when authorized to do so by the OAR. 19.21 Cooperation with Public Agencies A. Cooperate with all public and private agencies with facilities operating within the limits of the Project. B. Provide a 48-hour notice to any applicable agency when work is anticipated to proceed in the vicinity of any facility by using Texas 811 at 811 and the Lone Star Notification Company at 1-800-669-8344. FMAC Master Agreement Exhibit B ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included A. Administer Contract requirements to construct the Project. Provide documentation per the requirements of this Section. Provide information as requested by the OPT. 20.02 Document Submittal A. Provide documents in accordance with Article 24. B. Use the forms provided for Contract administration, applications for payment, document submittals, documentation of test results, equipment installation and documentation, and Project closeout. A digital copy of the required forms will be provided to the Contractor before or at the pre -construction conference. 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. C. The OAR will normally communicate only with the Contractor. Any required communication with Subcontractors or Suppliers will only be with the direct involvement of the Contractor. D. Direct written communications to the OAR at the address indicated at the pre -construction conference. Include the following with communications as a minimum: 1. Name of the Owner. 2. Project name. 3. Contract title. 4. Project number. 5. Date. 6. A reference statement. E. Submit communications on the forms referenced in this Section or in Article 24. 20.04 Project Meetings A. Pre -Construction Conference: 1. Attend a pre -construction conference. 2. The location of the conference will be determined by the OAR. 3. The time of the meeting will be determined by the OAR but will be after the Notice of Award is issued and not later than 15 days after the Notice to Proceed is issued. FMAC Master Agreement Exhibit B 4. The OPT, Contractor's project manager and superintendent, representatives of utility companies, and representatives from major Subcontractors and Suppliers may attend the conference. 5. Provide and be prepared to discuss: a. Preliminary construction schedule per Article 27. b. Schedule of Values and anticipated Schedule of Payments per Article 17. c. List of Subcontractors and Suppliers. d. Contractor's organizational chart as it relates to this Project. e. Letter indicating the agents of authority for the Contractor and the limit of that authority with respect to the execution of legal documents, Contract Modifications, and payment requests. B. Progress Meetings: 1. Attend meetings with the OAR and Owner. a. Meet on a monthly basis or as requested by the OAR to discuss the Project. b. Meet at the Site or other location as designated by the OAR. c. Contractor's superintendent and other key personnel are to attend the meeting. Other individuals may be requested to attend to discuss specific matters. d. Notify the OAR of any specific items to be discussed a minimum of 1 week prior to the meeting. 2. Provide information as requested by the OAR or Owner concerning this Project. Prepare to discuss: a. Status of overall Project schedule. b. Contractor's detailed schedule for the next month. c. Anticipated delivery dates for equipment. d. Coordination with the Owner. e. Status of documents. f. Information or clarification of the Contract Documents. g. Claims and proposed Modifications to the Contract. h. Field observations, problems, or conflicts. i. Maintenance of quality standards. 3. OAR will prepare minutes of meetings. Review the minutes of the meeting and notify the OAR of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in the minutes of the following meeting or as an attachment to the minutes. C. Pre- Submittal and Pre -Installation Meetings: 1. Conduct pre -submittal and pre -installation meetings as required in the individual technical Specifications or as determined necessary by the OAR (for example, instrumentation, roofing, concrete mix design, etc.). 2. Set the time and location of the meetings when ready to proceed with the associated Work. Submit a Notification by Contractor in accordance with Paragraph 20.07 for the meeting 2 weeks before the meeting. OPT must approve of the proposed time and location. FMAC Master Agreement Exhibit B 3. Attend the meeting and require the participation of appropriate Subcontractors and Suppliers in the meeting. 4. Prepare minutes of the meeting and submit to the OPT for review. OPT will review the minutes of the meeting and notify the Contractor of any discrepancies within 10 days of the date of the meeting memorandum. The minutes will not be corrected after the 10 days have expired. Corrections will be reflected in a revised set of meeting minutes. 20.05 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. D. Use the Project Issues Log to document decisions made at meetings and actions to be taken in accordance with Paragraph 20.06. E. Use the Action Item Log to document assignments for actions to be taken in accordance with Paragraph 20.06. 20.06 Decision and Action Item Log A. OAR will maintain a Project Decision Log to document key decisions made at meetings, telephone conversation or Site visits using the format provided: 1. Review the log prior to each regular meeting. 2. Report any discrepancies to the OAR for correction or discussion at the next monthly meeting. B. OAR will maintain an Action Item log in conjunction with the Project Decision Log to track assignments made at meetings, telephone conversation, or Site visits using the format provided: 1. Review the Action Item Log prior to each regular meeting. 2. Report actions taken subsequent to the previous progress meeting on items in the log assigned to the Contractor or through the Contractor to a Subcontractor or Supplier to the OAR. Report on status of progress 1 week prior to each progress meeting established in Paragraph 20.04 to allow OAR to update the log prior to the Progress meetings. 3. Be prepared to discuss the status at each meeting. FMAC Master Agreement Exhibit B C. Decisions or action items in the log that require a change in the Contract Documents will have the preparation of a Modification as an action item if appropriate. The Contract Documents can only be changed by a Modification. 20.07 Notification By Contractor A. Notify the OAR of: 1. Need for testing. 2. Intent to work outside regular working hours. 3. Request to shut down facilities or utilities. 4. Proposed utility connections. 5. Required observation by OAR, Designer, or inspection agencies prior to covering Work. 6. Training. B. Provide notification a minimum of 2 weeks in advance in order to allow OPT time to respond appropriately to the notification. C. Use "Notification by Contractor" form provided. 20.08 Record Documents A. Maintain at the Site one complete set of printed Record Documents including: 1. Drawings. 2. Specifications. 3. Addenda. 4. Modifications. 5. Record Data and approved Shop Drawings. 6. Construction photographs. 7. Test Reports. 8. Clarifications and other information provided in Request for Information responses. 9. Reference standards. B. Store printed Record Documents and Samples in the Contractor's field office. 1. Record Documents are to remain separate from documents used for construction. 2. Provide files and racks for the storage of Record Documents. 3. Provide a secure storage space for the storage of Samples. 4. Maintain Record Documents in clean, dry, legible conditions, and in good order. 5. Make Record Documents and Samples available at all times for inspection by the OPT. C. Maintain a digital record of Specifications and Addenda to identify products provided in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. FMAC Master Agreement Exhibit B D. Maintain a digital record of Drawings in PDF format. 1. Reference the Record Data number, Shop Drawings number, and O&M manual number for each product and item of equipment furnished or installed. 2. Reference Modifications by type and number for all changes. 3. Record information as construction is being performed. Do not conceal any Work until the required information is recorded. 4. Mark Drawings to record actual construction, including the following: a. Depths of various elements of the foundation in relation to finished first floor datum or the top of walls. b. Horizontal and vertical locations of underground utilities and appurtenances constructed and existing utilities encountered during construction. c. Location of utilities and appurtenances concealed in the Work. Refer measurements to permanent structures on the surface. Include the following equipment: 1) Piping. 2) Ductwork. 3) Equipment and control devices requiring periodic maintenance or repair. 4) Valves, unions, traps, and tanks. 5) Services entrance. 6) Feeders. 7) Outlets. d. Changes of dimension and detail. e. Changes by Modifications. f. Information in Request for Information or included in the Project Issues Log. g. Details not on the original Drawings. Include field verified dimensions and clarifications, interpretations, and additional information issued in response to RFIs. 5. Mark Drawings with the following colors: a. Highlight references to other documents, including Modifications in blue; b. Highlight mark ups for new or revised Work (lines added) in yellow; c. Highlight items deleted or not installed (lines to be removed) in red; and d. Highlight items constructed per the Contract Documents in green. 6. Submit Record Documents to Designer for review and acceptance 30 days prior to Final Completion of the Project. E. Applications for Payment will not be recommended for payment if Record Documents are found to be incomplete or not in order. Final payment will not be recommended without complete Record Documents. FMAC Master Agreement Exhibit B ARTICLE 21— QUALITY MANAGEMENT 21.01 Contractor's Responsibilities A. Review the OPT's Quality Management Program and prepare and submit the Contractor's Quality Control Plan. B. Implement the Contractor's Quality Control Plan to control the quality of the Work and verify that the Work meets the standards of quality established in the Contract Documents. 1. Inspect products to be incorporated into the Project. Ensure that Suppliers have adequate quality control systems to ensure that products that comply with the Contract Documents are provided. 2. Integrate quality control measures into construction activities to produce Work which meets quality expectations of the Contract Documents. Inspect the Work of the Contractor, Subcontractors, and Suppliers. Correct Defective Work. 3. Provide and pay for the services of an approved professional materials testing laboratory acceptable to the OPT to provide testing that demonstrates that products proposed in Shop Drawings and Record Data for the Project fully comply with the Contract Documents. 4. Provide facilities, equipment, and Samples required for quality control inspections and tests: a. Give the OAR adequate notice before proceeding with Work that would interfere with inspections or testing; b. Notify the OAR and testing laboratories prior to the time that testing is required, providing adequate lead time to allow arrangements for inspections or testing to be made; c. Do not proceed with any Work that would impact the ability to correct defects or Work that would require subsequent removal to correct defects until testing services have been performed and results of tests indicate that the Work is acceptable; d. Cooperate fully with the performance of sampling, inspection, and testing; e. Provide personnel to assist with sampling or to assist in making inspections and field tests; f. Obtain and handle Samples for testing at the Site or at the production source of the product to be tested; g. Provide adequate quantities of representative products to be tested to the laboratory at the designated locations; h. Provide facilities required to store and cure test Samples; i. Provide calibrated scales and measuring devices for the OPT's use in performing inspections and testing; j. Provide adequate lighting to allow OPT observations; and k. Make Contract Documents available to testing agencies when requested. 5. Provide safe access for all inspection and testing activities, including those to be conducted as part of the OPT's Quality Management Program. 6. Document Defective Work though Certified Test Reports and Defective Work Notices. Document that corrective actions have been taken to correct any defects and that corrected Work is in compliance with the Contract Documents. 7. Apply quality control measures to documentation provided for the Project. FMAC Master Agreement Exhibit B 8. Implement countermeasures to prevent future Defective Work. C. Perform tests as indicated in this and other Sections of the Specifications. Technical Specifications govern if any testing and inspection requirements of this Section conflict with the testing and inspection requirements of the technical Specifications. D. All verification testing is to be observed by the OAR or designated representative. E. Send test reports to the OAR and the Designer. F. Provide an update on quality control activities at monthly progress meetings required by Article 20. G. Owner will withhold payment for Defective Work, or Work that has not been tested or inspected in accordance with the Contractor's Quality Control Plan, the OPT's Quality Control Program, or the Contract Documents. H. Owner will withhold payment for additional testing fees incurred due to Contractor noncompliance with OPT's Quality Control Program, including retesting fees, standby time, cancellation charges, and trip fees for retesting or cancellations. I. Work performed that is connected or adjacent to Defective Work or Work that would have to be removed to correct Defective Work is also considered to be Defective. Contractor is responsible for all cost with replacing any acceptable Work that must be removed, or might be damaged by corrective actions. 21.02 Quality Management Activities by OPT A. OPT will perform its own quality assurance tests independent of the Contractor's Quality Control Program. Assist the OPT and testing organizations in performing quality assurance activities per Paragraph 21.01. B. Quality assurance testing performed by the OPT will be paid for by the Owner, except for verification testing required per Paragraph 21.07. C. Quality assurance activities of the OPT, through their own forces or through contracts with consultants and materials testing laboratories are for the purpose of monitoring the results of the Contractor's Work to see that it is in compliance with the requirements of the Contract Documents. Quality assurance activities or non-performance of quality assurance activities by the OPT do not: 1. Relieve the Contractor of its responsibility to provide Work or furnish products that conform with the requirements of the Contract Documents; 2. Relieve the Contractor of its responsibility for providing adequate quality control measures; 3. Relieve the Contractor of its responsibility for damage to or loss of Work or products before OPT's acceptance; 4. Constitute or imply OPT's acceptance; and 5. Affect the continuing rights of the Owner after OPT's acceptance of the completed Work. D. Work is subject to OPT's quality assurance observations or testing at any time. Products which have been tested or inspected and approved by OPT at a supply source or staging area may be inspected or tested again by the OPT before, during or after incorporation into the Work and rejected if products do not comply with the Contract Documents. 21.03 Contractor's Use of OPT's Test Reports A. OPT has prepared a Quality Management Plan that describes, in general, the OPT's anticipated quality assurance testing program for this Project. This testing program will be made available to Bidders during the FMAC Master Agreement Exhibit B bidding phase. This plan outlines only the testing in general terms and may not reflect actual testing. Actual testing will depend on the Contractors means, methods and procedures of construction which will not be known until the Contractor begins Work and submits their own Quality Control Plan for review. There is no guarantee that all testing will be performed. B. Contractor will receive copies of all test reports documenting OPT's quality assurance activities. Contractor is entitled to rely on the accuracy of these test results and use these as part of their quality control efforts. C. Contractor is to determine additional testing or inspections that may be required to implement the Contractor's Quality Control Plan. Include cost for additional testing and inspections required to meet Contractors quality control obligations, including the cost for correcting Defective Work in the Contract Price. D. Contractor may submit a Change Proposal if OPT's quality assurance testing program deviates significantly from the OPT's Quality Management Plan, and Contractor can demonstrate that additional cost was incurred to implementing the Contractor's Quality Control Plan resulting from these deviations. 21.04 Documentation A. Provide documentation which includes: 1. Contractor's Quality Management Plan that establishes the methods of assuring compliance with the Contract Documents. Submit this plan as a Shop Drawings per Article 25. 2. A Statement of Qualification for any proposed testing laboratories that includes a list of the engineers and technical staff that will provide testing services on the Project, descriptions of the qualifications of these individuals, list of tests that can be performed, equipment used with date of last certification, and a list of recent projects for which testing has been performed with references for those projects. 3. Provide Certified Test Reports for products to be incorporated into the Project. Provide reports to indicate that proposed products comply with the Contract Documents or indicate that proposed products do not comply with the Contract Documents and why it does not comply. Submit these test reports as part of a Shop Drawings submitted per Article 25. 4. Provide Certified Test Reports for inspection and testing required in this Section and in other Specification Sections. Provide reports to indicate that Work complies with the Contract Documents or indicate that Work does not comply with the Contract Documents they are not in compliance and why it does not comply. Submit these test reports on forms provided per Article 24. 21.05 Standards A. Provide testing laboratories that comply with the American Council of Independent Laboratories (ACIL) "Recommended Requirements for Independent Laboratory Qualifications." B. Perform testing per recognized test procedures as listed in the various Sections of the Specifications, standards of the State Department of Highways and Public Transportation, American Society of Testing Materials (ASTM), or other testing associations. Perform tests in accordance with published procedures for testing issued by these organizations. 21.06 Delivery and Storage A. Handle and protect test specimens of products and construction materials at the Site in accordance with recognized test procedures. Provide facilities for storing, curing, processing test specimens as required by test standard to maintain the integrity of Samples. FMAC Master Agreement Exhibit B 21.07 Verification Testing for Corrected Defects A. Provide verification testing on Work performed to correct Defective Work to demonstrate that the Work is now in compliance with the Contract Documents. Document that Defective Work has been corrected and verify that the OAR closes the item in the Defective Work Register. B. Pay for verification testing. OPT may perform verification testing as part of their Quality Management Program and impose a Set-off to recover the cost for this testing. C. Conduct the same tests or inspections used to determine that the original Work was Defective. Different tests or methods may be used if approved by the OPT. 21.08 Test Reports A. Certified Test Reports are to be prepared for all tests. 1. Tests performed by testing laboratories may be submitted on their standard test report forms if acceptable to the OPT. These reports must include the following: a. Name of the Owner, Project title and number and Contractor; b. Name of the laboratory, address, and telephone number; c. Name and signature of the laboratory personnel performing the test; d. Description of the product being sampled or tested; e. Date and time of sampling, inspection, and testing; f. Date the report was issued; g. Description of the test performed; h. Weather conditions and temperature at time of test or sampling; i. Location at the Site or structure where the test was taken; j. Standard or test procedure used in making the test; k. A description of the results of the test; I. Statement of compliance or non-compliance with the Contract Documents; and m. Interpretations of test results, if appropriate. 2. Submit reports on tests performed by Contractor, Subcontractors or Suppliers on the forms provided by the OAR. 3. OPT will prepare test reports on test performed by the OPT. B. Send test report to Designer within 24 hours of completing the test. Flag tests reports with results that do not comply with Contract Documents for immediate attention. C. Payment for Work may be withheld until test reports indicate that the Work is not Defective. 21.09 Defective Work A. Immediately correct any Defective Work or notify the OAR why the Work is not to be corrected immediately and when corrective action will be completed. B. No payment will be made for Defective Work. Remove Work from the Application for Payment if Work paid for on a previous Application for Payment is found to be Defective. FMAC Master Agreement Exhibit B 21.10 Limitation of Authority of Testing Laboratory A. The testing laboratory representatives are limited to providing testing services and interpreting the results of the test performed. B. The testing laboratory is not authorized to: 1. Alter the requirements of the Contract Documents; 2. Accept or reject any portion of the Work; 3. Perform any of the duties of the Contractor; or 4. Direct or stop the Work. 21.11 Quality Control Plan A. Submit the Contractor's Quality Control Plan for approval as a Shop Drawing per Article 25. Use Contractor's Quality Control Plan Checklist provided to review the document before submitting and include a copy of the completed checklist with the Contractor's Quality Control Plan. Do not begin Work until the Contractor's Quality Control Plan is approved. Submit an interim plan covering only the portion of Work to be performed if the Contractor plans to begin Work prior to submitting the Contractor's Quality Control Plan for the Project. Do not begin Work on other parts of the Project until the Contractor's Quality Control Plan is approved or another interim plan covering the additional Work to be started is approved. B. Provide a Contractor's Quality Control Plan that incorporates construction operations at both the Site and production Work at remote locations and includes Work by Subcontractors and Suppliers. The Contractor's Quality Control Plan is to include: 1. A description of the quality control organization, including an organization chart showing lines of authority to control the quality of Work; 2. Documentation describing name, qualifications (in resume format), duties, responsibilities, and level of authority of the Quality Control Manager; 3. The name, qualifications (in resume format), duties, responsibilities, and authorities of other persons assigned a quality control function; 4. Procedures for scheduling, reviewing, certifying, and managing documentation, including documentation provided by Subcontractors and Suppliers; 5. Control, verification, and acceptance testing procedures for each specific test. Include: a. Name of tests to be performed, b. Specification paragraph requiring test, c. Parameters of Work to be tested, d. Test frequency, e. Persons responsible for each test, and f. Applicable industry testing standards and laboratory facilities to be used for the test; 6. Integrate the OPT quality assurance testing into the Contractor's Quality Control Plan, specifically identifying the tests or inspections in Paragraph 21.11.B.5 that will be provided by the OPT as part of their Quality Management Program; 7. Procedures for tracking and documenting quality management efforts. FMAC Master Agreement Exhibit B 8. Procedures for tracking Defective Work from initial identification through acceptable corrective action. Indicate how documentation of the verification process for deficiencies will be made. 9. Reporting procedures which incorporate the use of forms provided by the OAR. 10. The name of the proposed testing laboratories along with documentation of qualifications per Paragraph 21.04. C. The Quality Control Manager must have authority to reject Defective Work and redirect the efforts of the Contractor's Team to prevent or correct Defective Work. D. Notify the Designer of any changes to the Contractor's Quality Control Plan or quality control personnel. E. Meet with the OPT 7 days after Contractor's Quality Control Plan is submitted and before start of construction to discuss the Contractor's Quality Control Plan and expedite its approval. 21.12 Implement Contractor's Quality Control Plan A. Perform quality control observations and testing as required in each Section of the Specifications and where indicated on the Drawings. B. Include the following phases for each definable Work task. A definable Work task is one which is separate and distinct from other tasks, has separate control requirements, may be provided by different trades or disciplines, or may be Work by the same trade in a different environment. 1. Planning Phase: Perform the following before beginning each definable Work task: a. Review the Contract Drawings. b. Review documents and determine that they are complete in accordance with the Contract Documents. c. Check to assure that all materials and/or equipment have been tested, submitted, and approved. d. Examine the work area to assure that all required preliminary Work has been completed and complies with the Contract Documents. e. Examine required materials, equipment, and Sample Work to assure that they are on hand, conform to Shop Drawings and Record Data, and are properly stored. f. Review requirements for quality control inspection and testing. g. Discuss procedures for controlling quality of the Work. Document construction tolerances and workmanship standards for the Work task. h. Check that the portion of the plan for the Work to be performed incorporates document review comments. i. Discuss results of planning phase with the OAR. Conduct a meeting attended by the Quality Control Manager, the OAR, superintendent, other quality control personnel as applicable, and the foreman responsible for the Work task. Instruct applicable workers as to the acceptable level of workmanship required in order to meet the requirements of the Contract Documents. Document the results of the preparatory phase actions by separate meeting minutes prepared by the Quality Control Manager and attached to the quality control report. Do not move to the next phase unless results of investigations required for the planning phase indicate that requirements have been met. 2. Work Phase: Complete this phase after the Planning Phase: FMAC Master Agreement Exhibit B a. Notify the OAR at least 24 hours in advance of beginning the Work and discuss the review of the planning effort to indicate that requirements have been met. b. Check the Work to ensure that it is in full compliance with the Contract Documents. c. Verify adequacy of controls to ensure full compliance with Contract Documents. Verify required control inspection and testing is performed. d. Verify that established levels of workmanship meet acceptable workmanship standards. Compare with required Sample panels as appropriate. e. Repeat the Work phase for each new crew to work on-site, or any time acceptable specified quality standards are not being met. 3. Follow-up Phase: Perform daily checks to assure control activities, including control testing, are providing continued compliance with contract requirements: a. Make checks daily and record observations in the quality control documentation. b. Conduct follow-up checks and correct all deficiencies prior to the start of additional Work tasks that may be affected by the Defective Work. Do not build upon nor conceal Defective Work. c. Conduct a review of the Work with the OPT one month prior to the expiration of the correction period. Correct defects as noted during the review. C. Conduct additional planning and Work phases if: 1. The quality of on-going Work is unacceptable; 2. Changes are made in applicable quality control staff, on-site production supervision or crews; 3. Work on a task is resumed after a substantial period of inactivity; or 4. Other quality problems develop. ARTICLE 22 — FINAL RESOLUTION OF DISPUTES 22.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Agreeing with the other party to submit the dispute to a dispute resolution process; or 2. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if the parties do not mutually agree to a dispute resolution process. No provision of this Agreement shall be construed as consent to a lawsuit. No provision of this Agreement shall waive any immunity or defense. ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY 23.01 Policy A. It is the policy of the City of Corpus Christi that maximum opportunity is afforded minorities, women, low income persons and Minority/Disadvantaged Business Enterprises (M/DBE) to participate in the performance of contracts awarded by the City of Corpus Christi in support of Equal Employment Opportunity goals and objectives of the Affirmative Action Policy Statement of the City dated October 1989, and any amendments thereto. In accordance with such policy, the City has established goals, as stated herein, both for minority and female participation by trade and for Minority Business Enterprise. FMAC Master Agreement Exhibit B 23.02 Definitions A. Prime Contractor: Any person, firm, partnership, corporation, association, or joint venture as herein provided which has been awarded a City contract. B. Subcontractor: Any named person, firm, partnership, corporation, association, or joint venture herein identified as providing work, labor, services, supplies, equipment, materials, or any combination of the foregoing under contract with a prime contractor on a City contract. C. Minority/Disadvantaged Business Enterprise: A business enterprise that is owned and controlled by one or more minority person(s) or socially and economically disadvantaged individual(s). Minority/Disadvantaged person(s) must collectively own, operate and/or actively manage, and share in payments from such an enterprise in the manner hereinafter set forth: 1. Owned: a. For a sole proprietorship to be deemed a minority business enterprise, it must be owned by a minority person. b. For an enterprise doing business as a partnership, at least 51 percent of the assets or interest in the partnership property must be owned by one or more minority person(s). c. For an enterprise doing business as a corporation, at least 51 percent of the assets or interest in the corporate shares must be owned by one or more minority person(s). 2. Controlled: a. The primary power, direct or indirect, to manage a business enterprise rests with a minority person(s). 3. Share in Payments: a. Minority partners, proprietors, or stockholders of the business enterprise, must be entitled to receive 51 percent or more of the total profits, bonuses, dividends, interest payments, commissions, consulting fees, rents, procurement, and subcontract payments, and any other monetary distribution paid by the business enterprise. D. Minority: Minority persons include Blacks, Mexican -Americans and other persons of Hispanic origin, American Indians, Alaskan Natives, and Asians or Pacific Islanders. For the purposes of this policy, women are also considered as minorities. E. Socially and economically disadvantaged individual: Any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who has been subjected to racial or ethnic prejudice or cultural bias within American society because of his or her identity as a member of a group and without regard to his or her individual qualities. The social disadvantage must stem from circumstances beyond the individual's control. F. Female Owned Business Enterprise: A sole proprietorship that is owned and controlled by a woman, a partnership at least 51 percent of whose assets or partnership interests are owned by one or more women, or a corporation at least 51 percent of whose assets or interests in the corporate shares are owned by one or more women. G. Joint Venture: A joint venture means an association of two or more persons, partnerships, corporations, or any combination thereof, founded to carry on a single business activity which is limited in scope and direction. The degree to which a joint venture may satisfy the stated MBE goal cannot exceed the proportionate interest of the MBE as a member of the joint venture in the Work to be performed by the joint venture. For example, a joint venture which is to perform 50 percent of the Work itself and in which a minority joint venture partner FMAC Master Agreement Exhibit B has a 50 percent interest, shall be deemed equivalent to having minority participation in 25 percent of the Work. Minority members of the joint venture must have financial, managerial, or technical skills in the Work to be performed by the joint venture. 23.03 Goals A. The goals for participation by minorities and Minority Business Enterprises expressed in percentage terms for the Contractor's aggregate work force on all construction Work for the Contract award shall be as specified in SECTION 00 21 13 INVITATION TO BID AND INSTRUCTIONS TO BIDDERS. B. These goals are applicable to all the construction work (regardless of federal participation) performed in the Contract, including approved Change Orders. The hours of minority employment must be substantially uniform throughout the length of the Contract and in each trade. The transfer of minority employees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's percentage is prohibited. 23.04 Compliance A. Upon completion of the Project, a final breakdown of MBE participation, substantiated by copies of paid invoices, shall be submitted by the Contractor to the City Engineer. B. Make bi-weekly payroll submittals to the City Engineer. The Contractor is to indicate the percent of minority and female participation, by trade, which has been utilized on the Project. Along with the request for final payment on the Project, the Contractor will indicate, in writing, the overall participation in these areas which have been achieved. The City Engineer may withhold monthly or final payments to the Contractor for failure to submit bi-weekly payrolls in a timely fashion or to submit overall participation information as required. ARTICLE 24 — DOCUMENT MANAGEMENT 24.01 Work Included A. Submit documentation as required by the Contract Documents and as reasonably requested by the OPT. 24.02 Quality Assurance A. Submit legible, accurate, complete documents presented in a clear, easily understood manner. Documents not meeting these criteria will be returned without review. 24.03 Contractor's Responsibilities A. Review documents prior to submitting. Make certifications as required by the Contract Documents and as indicated on forms provided. B. Provide a Schedule of Documents to list the documents that are to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that documents must be returned to comply with the Project schedule. Use the form provided for this list. C. Incorporate the dates for processing documents into the Progress Schedule required by Article 27. 1. Provide documents in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of documents when preparing the Progress Schedule. Assume a 14 day review cycle for each document unless a longer period of time is indicated in the Contract Documents or agreed to by Designer and Contractor. FMAC Master Agreement Exhibit B 3. Schedule submittal of documents to provide all information for interrelated Work at one time. 4. Allow adequate time for processing documents so construction of the Project is not delayed. 24.04 Document Submittal A. Submit documents through the Designer. Send all documents in digital format for processing. 1. Provide all information requested with a completed Document Transmittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. 2. The Document Transmittal form is to be the first page in the document submitted. 3. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the document. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. h. Add footers to each document with the Project name. g. 24.05 Document Numbering A. Assign a number to the documents originated to allow tracking of the documents during the review process. 1. Assign the number consisting of a prefix, a sequence number, and a letter suffix. Prefixes shall be as follows: Prefix 1 Description Originator AP Application for Payment Contractor CO Change Order OAR CP Change Proposal Contractor CTR Certified Test Report Contractor FO Field Order OAR NBC Notification by Contractor Contractor PD Photographic Documentation Contractor FMAC Master Agreement Exhibit B Prefix Description Originator RCP Request for a Change Proposal OAR RD Record Data Contractor RFI Request for Information Contractor SD Shop Drawing Contractor SCH Schedule of Progress Contractor 2. Issue sequence numbers in chronological order for each type of document. 3. Issue numbers for resubmittals that have the same number as the original document followed by an alphabetical suffix indicating the number of times the same document has been sent to the Designer for processing. For example: SD 025 A represents Shop Drawing number 25 and the letter "A" designates that this is the second time this document has been sent for review. 4. Clearly note the document number on each page or sheet of the document. 5. Correct assignment of numbers is essential since different document types are processed in different ways. B. Include reference the Drawing number and/or Specification Section, detail designation, schedule, or location that corresponds with the data on the document transmittal forms. Other identification may also be required, such as layout drawings or schedules to allow the reviewer to determine where a particular product is to be used. 24.06 Document Requirements A. Furnish documents as indicated below or in individual Specification Sections. Submit documents per the procedures described in the Contract Documents. B. Submit documents per the Specification Section shown in the following table: Document Type Section Application for Payment Article 17 Change Proposal Article 12 Certified Test Report Article 25 for approval of product Article 21 to demonstrate compliance Notification by Contractor Article 20 Photographic Documentation Article 28 Progress Schedules Article 27 Record Data Article 26 Request for Information Article 20 Shop Drawing Article 25 Schedule of Values Article 17 Substitutions Article 12 Suppliers and Subcontractors Articles 20 and 26 FMAC Master Agreement Exhibit B ARTICLE 25 — SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 25.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 25.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 25.03 Contractor's Responsibilities A. Provide Shop Drawings as required by Paragraph 25.03 of the Supplementary Conditions. B. Include Shop Drawings in the Schedule of Documents required by Article 24 to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by Article 27. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting the Shop Drawing for a least a second review. Assume a 14 -day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; FMAC Master Agreement Exhibit B 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawings; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawings are complete for their intended purpose; and 5. Conflicts between the Shop Drawings related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 25.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; FMAC Master Agreement Exhibit B 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 25.05 Special Certifications and Reports A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 25.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 -year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 25.07 Shop Drawing Submittal Procedures A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. FMAC Master Agreement Exhibit B b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. d. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 25.08.A. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. FMAC Master Agreement Exhibit B 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 -day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 25.03. 25.08 Sample and Mockup Submittal Procedures A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. FMAC Master Agreement Exhibit B 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 25.09 Requests for Deviation A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. FMAC Master Agreement Exhibit B 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. FMAC Master Agreement Exhibit B E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 25.11 Resubmission Requirements A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. 5. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. ARTICLE 26 — RECORD DATA 26.01 Work Included A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: FMAC Master Agreement Exhibit B 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents require for record purposes. 26.02 Quality Assurance A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 26.03 Contractor's Responsibilities A. Submit Record Data in accordance with SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. Include Record Data in the Schedule of Documents required by Article 24 to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. FMAC Master Agreement Exhibit B 26.04 Record Data Requirements A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 26.05 Special Certifications and Reports A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. 26.06 Warranties and Guarantees A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required. C. Provide a copy of all warranties in a separate document in accordance with Article 29. 26.07 Record Data Submittal Procedures A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF documents from native format files unless files are only available from scanned documents. b. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. c. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. FMAC Master Agreement Exhibit B d. Submit color PDF documents where color is required to interpret the Record Data. e. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. f. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. Use software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. g. h. Add footers to each document with the Project name. 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per Article 12 to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 26.03. 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. FMAC Master Agreement Exhibit B 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27 — CONSTRUCTION PROGRESS SCHEDULE 27.01 Requirements A. Prepare and submit a Progress Schedule for the Work and update the schedule on a monthly basis for the duration of the Project. B. Provide schedule in adequate detail to allow Owner to monitor progress and to relate document processing to sequential activities of the Work. C. Incorporate and specifically designate the dates of anticipated submission of documents and the dates when documents must be returned to the Contractor into the schedule. D. Assume complete responsibility for maintaining the progress of the Work per the schedule submitted. E. Take the requirements of SECTION 01 35 00 SPECIAL PROCEDURES into consideration when preparing schedule. 27.02 Document Submittal A. Submit Progress Schedules in accordance with Article 24. B. Submit a preliminary schedule within 10 days after the Notice of Award. The schedule is to be available at the pre -construction conference. C. Submit a detailed schedule at least 10 days prior to the first payment request. D. Submit Progress Schedules updates monthly with Applications for Payment to indicate the progress made on the Project to that date. Failure to submit the schedule may cause delay in the review and approval of Applications for Payment. FMAC Master Agreement Exhibit B 27.03 Schedule Requirements A. Schedule is to be in adequate detail to: 1. Assure adequate planning, scheduling, and reporting during the execution of the Work; 2. Assure the coordination of the Work of the Contractor and the various Subcontractors and Suppliers; 3. Assist in monitoring the progress of the Work; and 4. Assist in evaluating proposed changes to the Contract Times and Project schedule. B. Provide personnel with 5 years' minimum experience in scheduling construction work comparable to this Project. Prepare the schedule using acceptable scheduling software. C. Provide the schedule in the form of a computer generated critical path schedule which includes Work to be performed on the Project. It is intended that the schedule accomplish the following: 1. Give early warning of delays in time for correction. 2. Provide detailed plans for the execution of the Work in the form of future activities and events in sequential relationships. 3. Establish relationships of significant planned Work activities and provide a logical sequence for planned Work activities. 4. Provide continuous current status information. 5. Allow analysis of the Contractor's program for the completion of the Project. 6. Permit schedules to be revised when the existing schedule is not achievable. 7. Log the progress of the Work as it actually occurs. D. Prepare a time scaled CPM arrow or precedence diagram to indicate each activity and its start and stop dates. 1. Develop Milestone dates and Project completion dates to conform to time constraints, sequencing requirements and Contract completion date. 2. Use calendar day durations while accounting for holidays and weather conditions in the projection of the duration of each activity. 3. Clearly indicate the critical path for Work to complete the Project. E. Provide a time scaled horizontal bar chart which indicates graphically the Work scheduled at any time during the Project. The chart is to indicate: 1. Complete sequence of construction by activity; 2. Identification of the activity by structure, location, and type of Work; 3. Chronological order of the start of each item of Work; 4. The activity start and stop dates; 5. The activity duration; 6. Successor and predecessor relationships for each activity; 7. A clearly indicated single critical path; and S. Projected percentage of completion, based on dollar value of the Work included in each activity as of the first day of each month. FMAC Master Agreement Exhibit B F. Provide a schedule incorporating the Schedule of Documents provided in accordance with Article 24 indicating: 1. Specific date each document is to be delivered to the Designer. 2. Specific date each document must be received in order to meet the proposed schedule. 3. Allow a reasonable time to review documents, taking into consideration the size and complexity of the document, other documents being processed, and other factors that may affect review time. 4. Allow time for re -submission of each document. Contractor is responsible for delays associated with additional time required to review incomplete or erroneous documents and for time lost when documents are submitted for products that do not meet Specification requirements. 27.04 Schedule Revisions A. Revise the schedule if it appears that the schedule no longer represents the actual progress of the Work. 1. Submit a written report if the schedule indicates that the Project is more than 30 days behind schedule. The report is to include: a. Number of days behind schedule; b. Narrative description of the steps to be taken to bring the Project back on schedule; and c. Anticipated time required to bring the Project back on schedule. 2. Submit a revised schedule indicating the action that the Contractor proposes to take to bring the Project back on schedule. B. Revise the schedule to indicate any adjustments in Contract Times approved by Modification. 1. Include a revised schedule with Change Proposals if a change in Contract Times is requested. 2. OPT will deem any Change Proposal that does not have a revised schedule and request for a change in Contract Times as having no impact on the ability of the Contractor to complete the Project within the Contract Times. C. Updating the Project schedule to reflect actual progress is not considered a revision to the Project schedule. D. Applications for Payment may not be recommended for payment without a revised schedule and if required, the report indicating the Contractor's plan for bringing the Project back on schedule. 27.05 Float Time A. Define float time as the amount of time between the earliest start date and the latest start date of a chain of activities on the construction schedule. B. Float time is not for the exclusive use or benefit of either the Contractor or Owner. C. Where several subsystems each have a critical path, the subsystem with the longest time of completion is the critical path and float time is to be assigned to other subsystems. D. Contract Times cannot be changed by the submission of a schedule. Contract Times can only be modified by a Change Order or Contract Amendment. E. Schedule completion date must be the same as the Contract completion date. Time between the end of construction and the Contract completion date is float time. FMAC Master Agreement Exhibit B ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 28.01 Work Included A. Provide a video recording of the Site prior to the beginning of construction. 1. Record the condition of all existing facilities in or abutting the construction area (right-of-way) including but not limited to streets, curb and gutter, utilities, driveways, fencing, landscaping, etc. 2. Record after construction staking is complete but prior to any clearing. 3. Provide one copy of the recording, dated and labeled to the OAR before the start of construction. Provide additional recording as directed by the OAR if the recording provided is not considered suitable for the purpose of recording pre-existing conditions. B. Furnish an adequate number of photographs of the Site to clearly depict the completed Project. 1. Provide a minimum of ten different views. 2. Photograph a panoramic view of the entire Site. 3. Photograph all significant areas of completed construction. 4. Completion photographs are not to be taken until all construction trailers, excess materials, trash, and debris have been removed. 5. Employ a professional photographer approved by the OAR to photograph the Project. 6. Provide one aerial photograph of the Site from an angle and height to include the entire Site while providing adequate detail. C. All photographs, video recordings, and a digital copy of this media are to become the property of the Owner. Photographs or recordings may not be used for publication, or public or private display without the written consent of the Owner. 28.02 Quality Assurance A. Provide clear photographs and recordings taken with proper exposure. View photographs and recordings in the field and take new photographs or recordings immediately if photos of an adequate print quality cannot be produced or video quality is not adequate. Provide photographs with adequate quality and resolution to permit enlargements. 28.03 Document Submittal A. Submit photographic documentation as Record Data in accordance with Article 24. B. Submit two DVDs of the video recording as Record Data in accordance with Article 24. 28.04 Photographs A. Provide photographs in digital format with a minimum resolution of 1280 x 960, accomplished without a digital zoom. B. Take photographs at locations acceptable to the OAR. C. Provide two color prints of each photograph and a digital copy on a DVD of each photograph taken. D. Identify each print on back with: 1. Project name. FMAC Master Agreement Exhibit B 2. Date, time, location, and orientation of the exposure. 3. Description of the subject of photograph. E. Submit photographs in clear plastic sheets designed for photographs. Place only one photograph in each sheet to allow the description on the back to be read without removing the photograph. F. Final photographs are to include two 8 -by -10 -inch glossy color prints for each of ten photographs selected by the OAR. These photographs are in addition to normal prints. 28.05 Video Recording A. Provide digital format on DVD that can be played with Windows Media Player in common format in full screen mode. B. Identify Project on video by audio or visual means. C. Video file size should not exceed 400 MB. D. Video resolution shall be 1080p. E. The quality of the video must be sufficient to determine the existing conditions of the construction area. Camera panning must be performed while at rest, do not pan the camera while walking or driving. Camera pans should be performed at intervals sufficient to clearly view the entire construction area. F. DVD shall be labeled with construction stationing and stationing should be called out, voice recorded, in the video. G. The entire construction area recording shall be submitted at once. Sections submitted separately will not be accepted. H. Pipeline projects should be recorded linearly from beginning to end. ARTICLE 29 — EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. FMAC Master Agreement Exhibit B 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. 29.03 Reinspection Fees A. Owner may impose a Set-off against the Application for Payment in accordance with the General Conditions to compensate the OPT for additional visits to the Project if additional Work is required. 29.04 Closeout Documents Submittal A. Record Documents per Article 20. B. Warranties and bonds. C. Equipment installation reports on equipment. D. Shop Drawings, Record Data, and other documents as required by the Contract Documents. E. Evidence of continuing insurance and bond coverage as required by the Contract Documents. F. Final Photographs per Article 28. 29.05 Transfer of Utilities A. Transfer utilities to the Owner when the Certificate of Substantial Completion has been issued and the Work has been occupied by the Owner. B. Submit final meter readings for utilities and similar data as of the date the Owner occupied the Work. 29.06 Warranties, Bonds and Service Agreements A. Provide warranties, bonds, and service agreements required by the Contract Documents. FMAC Master Agreement Exhibit B B. The date for the start of warranties, bonds, and service agreements is established per the Contract Documents. C. Compile warranties, bonds, and service agreements and review these documents for compliance with the Contract Documents. 1. Provide a log of all equipment covered under the 1 -year correction period specified in the Contract Documents and all products for which special or extended warranties or guarantees are provided. Index the log by Specification Section number on forms provided. Include items 2.e through 2.g below in the tabulation. 2. Provide a copy of specific warranties or guarantees under a tab indexed to the log. Each document is to include: a. A description of the product or Work item; b. The firm name, with the name of the principal, address, and telephone number; c. Signature of the respective Supplier or Subcontractor to acknowledge existence of the warranty obligation for extended warranties and service agreements; d. Scope of warranty, bond, or service agreement; e. Indicate the start date for the correction period specified in the Contract Documents for each product and the date on which the specified correction period expires. f. Indicate the start date for extended warranties for each product and the date on which the specified extended warranties period expires. g. Start date, warranty or guarantee period, and expiration date for each warranty, bond, and service agreement; h. Procedures to be followed in the event of a failure; and i. Specific instances that might invalidate the warranty or bond. D. Submit digital copies of the documents to the Designer for review. E. Submit warranties, bonds, and service agreements within 10 days after equipment or components are placed in service. ARTICLE 30 — MISCELLANEOUS 30.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 30.02 Owner's Right to Audit Contractor's Records A. By execution of the Contract, Contractor grants Owner the right to audit, examine, inspect and/or copy, at Owner's election at all reasonable times during the term of this Contract and for a period of four (4) years following the completion or termination of the Work, all of Contractor's written and electronically stored FMAC Master Agreement Exhibit B records and billings relating to the performance of the Work under the Contract Documents. The audit, examination or inspection may be performed by an Owner designee, which may include its internal auditors or an outside representative engaged by Owner. Contractor agrees to retain its records for a minimum of four (4) years following termination of the Contract, unless there is an ongoing dispute under the Contract, then, such retention period must extend until final resolution of the dispute. As used in these General Conditions, "Contractor written and electronically stored records" include any and all information, materials and data of every kind and character generated as a result of the work under this Contract. Examples of Contractor written and electronically stored records include, but are not limited to: accounting data and reports, billings, books, general ledgers, 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, Subcontractor agreements, Supplier agreements, rental equipment proposals, federal and state tax filings for any issue in question, along with any and all other agreements, sources of information and matters that may, in Owner's sole judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Documents. B. Owner agrees to exercise the right to audit, examine or inspect Contractor's records only during regular business hours. Contractor agrees to allow Owner and/or Owner's designee access to all of the Contractor's Records, Contractor's facilities, and current or former employees of Contractor, deemed necessary by Owner or its designee(s), to perform such audit, inspection or examination. Contractor also agrees to provide adequate and appropriate work space necessary for Owner or its designees to conduct such audits, inspections or examinations. C. Contractor must include this Paragraph 30.02 in any Subcontractor, supplier or vendor contract. 30.03 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership or formal business organization of any kind. 30.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 30.04 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. 30.05 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses or damages sustained by Contractor's Team associated with other projects or anticipated projects. FMAC Master Agreement Exhibit B 30.06 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision or affect the enforceability of that provision or the remainder of this Contract. 30.07 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 30.08 Survival of Obligations A. Representations, indemnifications, warranties, guarantees and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 30.09 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 30.10 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the prior written consent of the Owner. 30.11 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 30.12 Controlling Law A. This Contract 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, Texas. 30.13 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. 30.14 Waiver of Trial by Jury A. Owner and Contractor 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 Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 30.15 Attorney Fees A. The Parties expressly agree that, in the event of litigation, all parties waive rights to payment of attorneys' fees that otherwise might be recoverable, pursuant to the Texas Civil Practice and Remedies Code Chapter 38, Texas Local Government Code §271.153, the Prompt Payment Act, common law or any other provision for payment of attorney's fees. FMAC Master Agreement Exhibit B 30.16 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. No qualified person shall on the basis of race, color, religion, national origin, gender, age or disability be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. C. Comply with all applicable federal, state and city laws, rules and regulations. 30.17 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 30.18 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason, funds are not appropriated in any given year, the Owner may direct immediate suspension or termination of the Contract with no additional liability to the Owner. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contractor may request payment for reasonable demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 30.19 Contract Sum A. The Contract Sum is stated in the Contract and, including authorized adjustments, is the total maximum not - to -exceed amount payable by Owner to Contractor for performance of the Work under the Contract Documents. Contractor accepts and agrees that all payments pursuant to this Contract are subject to the availability and appropriation of funds by the Corpus Christi City Council. If funds are not available and/or appropriated, this Contract shall immediately be terminated with no liability to any party to this Contract. 30.20 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. 30.21 Notices. A. Any notice required to be given to Owner under any provision in this Contract must include a copy to OAR by mail or e-mail. END OF SECTION FMAC Master Agreement Exhibit B AGENDA MEMORANDUM Future item for the City Council Meeting of February 19, 2019 Action item for the City Council Meeting of February 26, 2019 DATE: February 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2cctexas.com (361) 826-3169 Juan Carlos Cardenas, P.E., Interim Director of Street Operations CharlieC2cctexas.com (361) 826-1870 Asphalt Patch Bags Supply Agreement CAPTION: Motion authorizing a three-year supply agreement with Asphalt Patch Enterprises, Inc. of New Braunfels, Texas, for the purchase of asphalt patch bags for a total amount not to exceed $371,347.20. PURPOSE: This is a motion to approve a three-year supply agreement for asphalt patch bags stocked by the City Warehouse and utilized by Street Operations. BACKGROUND AND FINDINGS: The 60 -pound asphalt patch bags are stocked by the warehouse and used by Street Operations for road repair throughout the City. This high-performance, all-weather pothole patching material is used with liquid asphalt binder to seal coat streets, which extends the life of the riding surface. The Street Department uses the asphalt patch as an alternate patching material when regular hot mix asphalt is not available or after utility cuts are made. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received three bids; two bids were deemed responsive. Staff recommends award to the lowest, responsive, responsible bidder, Asphalt Patch Enterprises, Inc. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Purchasing Division Street Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $2,800,195.15 $299,140.80 $3,099,335.95 Encumbered / Expended Amount $460,966.39 $0 $460,966.39 This item $72,206.40 $299,140.80 $371,347.20 BALANCE $2,267,022.36 $0 $2,267,022.36 Fund(s): Stores Comments: The initial contract term total is $371,347.20 for three years, of which $72,206.40 is funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: SONIA TAMEZ BID TABULATION RFB NO. 2030 ASPHALT PATCH BAGS ITEM DESCRIPTION QTY. UNIT Asphalt Patch Enterprises, Inc. New Braunfels, TX Waller County Asphalt Hempstead, TX Crafco, Inc. Chandler, AZ UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT EXTENDED PRICE PRICE 1 Asphalt patch bags (13,440 bags in a year avg. - 3yr. contract 40,320 bags) 40,320 60 lb. bags $ 9.21 $ 371,347.20 $ 12.00 $ 483,840.00 $ - $ - TOTAL: *Crafco, Inc. of Chandler, AZ is non-responsive as vendor did not bid units as specified. $371,347.20 $483,840.00 SUPPLY AGREEMENT NO. 2030 ASPHALT PATCH BAGS THIS Asphalt Patch Bags Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Asphalt Patch Enterprises Inc. ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Asphalt Patch Bags in response to Request for Bid No. 2030 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Asphalt Patch Bags in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for three years. The parties may mutually extend the term of this Agreement for up to zero additional zero -year periods ("Option Period (s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $371,347.20, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Lydia Olivarez Finance Department 361.826.1990 LydiaO@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 8. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, HCA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Lydia Olivarez Management Aide Address: 5352 Ayers, Bldg 6, Corpus Christi, Texas 78415 Phone: 361.826.1990 Fax: 361.826.1690 IF TO SUPPLIER: Asphalt Patch Enterprise, Inc. Attn: Glenn Wenzel Title: President Address: 1332 Azalea Lane, New Braunfels, Texas 78130 Phone: 830.606.5723 Fax: 830.606.6346 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 SUPPLIER Signature: Printed Name: G L M! Ii IiJwNZe ( . Title: PieeS t DE /47" Date: I - I R CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance — Purchasing Division Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 2030 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 Attachment A: Scope of Work 1. Scope of Work A. The Contractor will deliver 601bs Asphalt Patch High -Performance bags with the following specifications: 1. #4 Gradation rock 2. SCM -1 Oil 3. 9202 TXDOT Spec 4. All -Weather High -Performance Pothole Repair B. The Contractor will deliver by truck on as a needed basis within five to nine days. C. Upon delivery, the City will operate a forklift to offload pallets of from delivery truck and store in a designated location in City warehouse. 2. Delivery Instructions and Locations A. Materials shall be delivered as follows: 1. Staff will contact the supplier to schedule delivery dates. 2. High Performance all weather pothole patching material will be delivered to the City material yard located at 5352 Ayers Bldg. 6, Corpus Christi, TX 78415. 3. Supplier shall furnish a shipping/delivery ticket stating description and quantity delivered. PAGE 1 OF 1 Date: 1-4- g i '• r ;r Attachment B: Quote/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2030 Asphalt Patch Bags Authorized Bidder: ATM* Law.*tNTCR ?I2is€S . Signature: r -NC. PAGE 1 OF 1 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. r ldders m st fiat: e over;or revise': the° bid:.fof m ::Bidders: will: be:: considered;:°Non• Responsive t1_:the:bid°form is modffiedi Item Description UNIT QTY Unit Price Total Price 1 Asphalt patch bags (13,440 bags in a year avg.- 3 yr. contract 40,320 bags) 60 lb. bags 40,320 4611,;,11 etts 131040, ap Total 11311, 34T, NO 4.IS35)ib Attachment C: Insurance and Bond Requirements Section 5 is null for this agreement. No Bond is required for this agreement. PAGE 1 OF 1 Attachment D: Warranty Requirements The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects when accepted by the City. PAGE 1 OF 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 19, 2019 Action Item for the City Council Meeting February 26, 2019 DATE: January 28, 2019 TO: Keith Selman, Interim City Manager FROM: Dan Grimsbo, Interim Executive Director of Utilities DanG(a�cctexas.com (361) 826-1718 Interlocal Agreement with Texas A&M AgriLife Extension Service for soil analysis CAPTION: Resolution authorizing an Interlocal Agreement with Texas A&M AgriLife Extension Service for a soil testing program. PURPOSE: This item is to approve the Interlocal Agreement with Texas A&M AgriLife Extension Service for soil analysis. BACKGROUND AND FINDINGS: As part of the Storm Water Management Program, the Storm Water Public Education and Outreach Plan outlines a component to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers. As part of a multi -faceted approach, the Water Utilities Department will coordinate and sponsor soil testing for City of Corpus Christi residents. Texas A&M AgriLife Extension Service will provide the soil analysis services. Funds for the soil testing will be recovered through a reimbursement contract with the Coastal Bend Bays and Estuary Program. ALTERNATIVES: Use private laboratory for soil testing. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department — Water FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $118,936 $118,936 Encumbered / Expended Amount 66,821 66,821 This item (19,872) (19,872) BALANCE $ 32,243 $ 32,243 Fund(s): Stormwater Fund Comments: Funding for the interlocal agreement has been approved in the FY 2018-2019 budget. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Interlocal Agreement Storm Water Public Outreach and Education Plan Resolution authorizing an Interlocal Agreement with Texas A & M Agrilife Extension Service for a soil testing program WHEREAS, Texas A & M AgriLife Extension Service and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract; WHEREAS, Section 791.035 of the Texas Government Code states that a local government and an institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2009, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. WQ0004200000 from the Texas Commission on Environmental Quality with respect to the discharge from the City's Municipal Separate Storm Sewer System (the "MS4 Permit"); WHEREAS, the City is in the process of renewing its MS4 Permit; WHEREAS, in accordance with its MS4 Permit, and in connection with the City's management of the Municipal Separate Storm Sewer System, the City developed a Storm Water Management Program (the "SWMP"); WHEREAS, in accordance with the SWMP, the City developed the Storm Water Education and Outreach Plan, a public education program to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors; and WHEREAS, the City's Storm Water Public Education and Outreach Plan provides that the City coordinate with the Texas A & M AgriLife Extension Service to sponsor soil testing for City of Corpus Christi residents; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to execute an Interlocal Agreement with Texas A & M Agrilife Extension Service for a soil testing program. A copy of the interlocal agreement is on file with the City Secretary's Office. This Resolution shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A&M AGRILIFE EXTENSION SERVICE AND THE CITY OF CORPUS CHRISTI REGARDING SOIL TESTING PROGRAM WHEREAS, Texas A & M AgriLife Extension Service ("AGLF") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract; WHEREAS, Section 791.035 of the Texas Government Code states that a local government and an Institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2012, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. TXG870011 from the Texas Commission on Environmental Quality with respect to the discharge of biological and or chemical pesticides that leave a residue to water when such applications are made into or over, including near waters of the United States (U.S.) under the terms and conditions imposed by the Pesticide General Permit TXG870000; WHEREAS, the City seeks a program element to promote and publicize the proper use, application, and disposal of household chemicals including, pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors; WHEREAS, the City will coordinate with the Texas AgriLife Extension Center to sponsor free soil testing for City of Corpus Christi residents; NOW, THEREFORE, the parties hereto agree as follows: 1. PURPOSE. The purpose of this Agreement is for AGLF to provide Routine Analysis Soil Testing services for City of Corpus Christi residents as further described In Exhibit A. 2. STATEMENT OF WORK. AGLF agrees to perform all services as outlined in Exhibit A. 3. PERIOD OF PERFORMANCE. The work described in Exhibit A shall be conducted during 2019 Calendar year, unless earlier terminated in accordance with Section 5 below. 4. PRICE AND PAYMENT. A. As compensation for the performance of services and work performed under this Agreement, the City agrees to pay AGLF $12.00 per soil test analysis, not to exceed $19,872.00 which AGLF acknowledges is full cost recovery of all services provided by or thru AGLF under this Agreement. B. The parties agree that all expenditures under this agreement shall be paid with current revenues of the paying party. C. The parties acknowledge that continuation of this agreement beyond City's current fiscal year is subject to annual budget process and appropriation of funds. D. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Jeff Turner, Utilities - Treatment P.O. Box 9277 Corpus Christi, TX, 78469-9277 5. TERMINATION. Performance under this agreement may be terminated by either party with or without cause upon 90 days of written notice. 6. NOTICES. All notices to parties under this Agreement shall be in writing and sent to the names and address stated below. Either party to the Agreement may change the name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. AGLF CITY Texas A&M AgriLife Extension Service 2147 TAMU College Station, TX 77843-2147 City of Corpus Christi Attn: Jeff Turner, Utilities - Treatment P.O. Box 9277 Corpus Christi, TX, 78469-9277 7. AMENDMENTS AUTHORIZED. The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, to extend deadlines or minor changes in the scope of work. 8. SEVERABILTY. If any of the provisions of the agreement in the application thereof to any person or circumstance, is rendered or declared Illegal for any reason, or shall be invalid or unenforceable, the remainder of the agreement and the application of the provision to other persons or circumstances shall not be affected thereby but shall be enforced to the greatest extent by applicable law. The City and AGLF agree that this agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9. DISPUTE RESOLUTION PROCESS. To the extent applicable, the dispute resolution procedures provided In Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract. 10. MISCELLANEOUS. This agreement constitutes the entire agreement between the parties relative to the subject matter and may only be modified or amended by a written agreement signed by both parties. It shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. TEXAS A&M AGRILIFE EXTENSION SERVICE Name: Stephen A. Schulze Title: Asst. Vice Chancellor for Administration Texas A&M A riLife Q Date: Ig/ 16 (� l 66 CITY OF CORPUS CHRISTI ATTEST Rebecca Huerta City Secretary APPROVED AS TO FORM: This _ day of 2018 Lisa Aguilar, Assistant City Attorney For City Attorney By: Samuel Keith Selman City Manager EXHIBIT A Description of Routine Soil Test Analysis to be Performed by AGLF The Soil, Water and Forage Testing Laboratory, Department of Soil and Crop Sciences, Texas A&M AgriLife Extension Service will conduct a routine analysis of each soil sample submitted. A Routine analysis checks for pH, nitrate, nitrogen, phosphorus, potassium, calcium, magnesium, sodium, sulfur and conductivity. AGENDA MEMORANDUM Future Item for the City Council Meeting of February 19, 2019 Action Item for the City Council Meeting of February 26, 2019 DATE: February 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Supply Agreement for Sludge Dewatering Polymer for Wastewater Plants CAPTION: Motion authorizing a one-year supply agreement for sludge dewatering polymer with Polydyne, Inc. from Riceboro, Georgia for a total amount not to exceed $308,992.00. PURPOSE: This item is to approve a supply agreement for Sludge Dewatering Polymer for the Wastewater Treatment Plants. BACKGROUND AND FINDINGS: Polymer is used for dewatering of digested sludge using belt filter presses at the City's Allison, Broadway, Greenwood, Laguna Madre, Oso and Whitecap Wastewater Treatment Plants. Only chemicals known as organic polymer, which are synthetic, high molecular weight, water- soluble polyelectrolytes, manufactured specifically for use as flocculants for sludge conditioning are allowed. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received two responsive bids. Staff recommends award to the lowest, responsive, responsible bidder, Polydyne, Inc. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Water Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $2,415,698.19 $128,746.67 $2,544,444.86 Encumbered / Expended Amount $1,087,915.93 $0.00 $1,087,915.93 This item $180,245.33 $128,746.67 $308,992.00 BALANCE $1,147,536.93 $0.00 $1,147,536.93 Fund(s): Wastewater Comments: The contract total is $308,992.00, of which $180,245.33 is funded in FY2018- 2019. RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation SUPPLY AGREEMENT NO. 2047 Sludge Dewatering Polymer THIS Sludge Dewatering Polymer Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Polydyne Inc. ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Sludge Dewatering Polymer in response to Request for Bid No. 2047 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Sludge Dewatering Polymer in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. The parties may mutually extend the term of this Agreement for up to zero additional zero -months periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $308,992.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: joannam©cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. City may inspect all products supplied before acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 8. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, HCA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1649 Fax: (361) 826-1715 IF TO SUPPLIER: Polydyne, Inc. Attn: Boyd Stanley Title: Vice -President Address: P.O. Box 279, Riceboro, Georgia 31323 Phone: (912) 880-2035 Fax: (912) 880-2078 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 SUPPLIER Signature: Printed Name: Boyd Stanley Title: Vice -President Date: 1/31/19 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance — Purchasing Division Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 2047 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 Attachment A - Scope of Work 1.1 General Requirements/Background Information This scope of work includes polymers to be used for de -watering of digested sludge using belt filter presses at the City's Wastewater Treatment Plants. Only chemicals known as organic polymer, which are synthetic, high molecular weight, water-soluble polyelectrolytes, manufactured specifically for use as flocculants for sludge conditioning will be allowed. 1.2 Product Specifications A. Polymers shall be emulsion -type only, readily and completely miscible in water at all dilutions and temperatures, and capable of being diluted to any ratio needed to meet dosage requirements. The product shall be a cationic copolymer of acrylamide. The product shall contain no formaldehyde. Active solids concentration must be a minimum of 40%. The polymer materials shall have a shelf life of at least six months at ambient temperatures. The polymer materials in both concentrated and dilute form shall not require special handling, nor shall they pose hazards to employees working with them. The polymer shall not contain any substances which are inhibitory or toxic to bacteria essential to wastewater treatment processes. The materials shall not cause corrosion problems to the City's equipment. The polymers must be compatible with the City's existing storage and handling facilities. B. The product must meet the following performance specifications for each of the City's wastewater treatment plants. Failure to meet these specifications will result in that product being deemed non -conforming: PLANT MINIMUM FEED RATE (gallons/min) MINIMUM FEED SOLIDS MAXIMUM FILTRATE SOLIDS MINIMUM CAKE SOLIDS MAXIMUM POLYMER DOSAGE (lbs/dry ton) ALLISON 70 2 200 16 15 BROADWAY 100 2 200 24 15 GREENWOOD 100 4 200 24 15 OSO 160 2 200 16 15 LAGUNA MADRE 70 2 200 16 15 WHITECAP 70 2 200 16 15 1.3 Performance Requirements for Polymer used at Broadway Centrifuges The Broadway Wastewater Treatment Plant is the only plant using centrifuges. The polymer used for the centrifuges will comply with all other elements of the Performance Specification, expect as amended here: 1. Solids concentration of waste activated sludge: Minimum 10,000 mg/I. 2. Volatile Content of Solids: Less than 74 percent. 3. Total Sludge Feed Rate: a. Design: 450 gallons per minute. b. Minimum: 280 gallons per minute. 4. Total Diluted Polymer and Sludge Feed Rate: a. Design: 500 gallons per minute. b. Minimum: 300 gallons per minute. 5. Cake Dryness: a. At Design Sludge Feed Rate: Minimum 18 percent total solids b. At Minimum Sludge Feed Rate: Minimum 22 percent total solids 6. Maximum centrate total suspended solids: 200 mg/I 7. Maximum polymer dose: 15 lbs. polymer per dry ton solids 1.4 Delivery A. Polymers shall be delivered in 250 -gallon totes provided by the Supplier and unloaded at the wastewater treatment plants. The Supplier shall provide any special equipment necessary for unloading. Deliveries shall be made between 8:00 a.m. and 4:00 p.m., Monday through Friday, excluding holidays, unless otherwise instructed. The frequency of deliveries is dependent upon the requirement of keeping a two-week minimum inventory of polymer for sludge de -watering. The City reserves the right to inspect and reject any polymer shipment if the polymer is defective or does not meet the requirements of these specifications. Supplier shall invoice each delivery separately. Pricing calculation shall be based on pounds of product delivered. No minimum or maximum purchase of polymer is guaranteed by the City within the duration of the contract. B. Deliveries will be made to the following wastewater treatment plants: Allison Treatment Plant - 4104 Allison Drive, Corpus Christi, Texas Broadway Treatment Plant - 1402 W. Broadway, Corpus Christi, Texas Greenwood Treatment Plant- 6541 Greenwood Drive, Corpus Christi, Texas Laguna Madre Treatment Plant - 201 Jester, Corpus Christi, Texas Oso Treatment Plant - 601 Nile, Corpus Christi, Texas Whitecap Treatment Plant - 13409 Whitecap Blvd., Corpus Christi Texas 1.5 Supplier Quality Control and Superintendence The Supplier shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Supplier shall provide technical assistance as needed to ensure that the polymer is performing as per the specifications and that the polymer is being used in the most cost-effective manner. 1.6 Special Instructions All materials supplied must comply with all requirements and standards of the Occupational Safety and Health Act (OSHA). All appropriate marking shall be in place before delivery. Items not meeting OSHA specifications will be refused. Safety Data Sheets (SDS) essentially similar to the U.S. Department of Labor form LSB-00 S-5 shall be furnished with the materials delivered. us Gn c>), 1I1 C kA 1II'4r�� CITY OF CORPUS CHRISTI i , /862 Date: Y ,, PURCHASING DIVISION BID FORM RFB No.2047 Sludge Dewatering Polymer PAGE 1 OF 1 01/16/19 PolydyneAuthorized / Inc. /, Bidder:Signature: .L '_ Boyd S nley, Vice-Presi . 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, and true. c. Bidder is current with all taxes due and company is in good standing applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. nt for the is current with all Item Description UNIT QTY Unit Price Total Price 1. Sludge Dewatering Polymer - Broadway Treatment Plant Clarifloc c-6:66 LBS 55,200 $ 1.280/Lb. $ 70,656.00 2. Sludge Dewatering Polymer - Oso Treatment Plant Clarifloc CE-1323 LBS 96,600 $ 1.280/Lb. $ 123,648.00 3. Sludge Dewatering Polymer - Greenwood Treatment Plant aarifloc CT-454 LBS 39,000 $ 1.280/Lb. $ 49,920.00 4. Sludge Dewatering Polymer- Allison Treatment Plant Clarifloc C-6266 LBS 36,800 $ 1.280/Lb. $ 47,104.00 5. Sludge Dewatering Polymer- Laguna Madre Treatment Plant clariaocC LBS 1325 6,900 $ 1.280/Lb. $ 8,832.00 6. Sludge Dewatering Polymer- Whitecap Treatment Plant ClariflocCE-1325 LBS 6,900 $ 1.280/Lb. $ 8,832.00 Total $ 308,992.00 Ad dum #1 1atJaluary ,A1> 2019 cknowledged B d Sta ' ey, Vice -President Attachment C - Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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. F. In addition to any other remedies the City may have upon Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Utilities Chemical Delivery of Sludge Dewatering Polymer 12/06/2018 sw Risk Management Valid Through 12/31/2019 Attachment D - Warranty Requirements Section 8 Warranty Sub Section (b) is null and void for this Supply Agreement. CITY OF CORPUS CHRISTI Purchasing Division Buyer: Cynthia Perez BID TABULATION RFB #2047 Sludge Dewatering Polymer ITEM DESCRIPTION QTY. UNIT Polydyne, Inc Solenis, LLC Riceboro, Georgia Wilmington, DE Unit Price Extended Price Unit Price Extended Price 1 Sludge Dewatering Polymer Broadway Treatment Plant 55,200 LBS $1.28 $70,656.00 $1.90 $104,880.00 2 Sludge Dewatering Polymer Oso Treatment Plant 96,600 LBS $1.28 $123,648.00 $1.90 $183,540.00 3 Sludge Dewatering Polymer Greenwood Treatment Plant 39,000 LBS $1.28 $49,920.00 $1.69 $65,910.00 4 Sludge Dewatering Polymer Allison Treatment Plant 36,800 LBS $1.28 $47,104.00 $1.91 $70,288.00 5 Sludge Dewatering Polymer Laguna Madre Treatment Plant 6,900 LBS $1.28 $8,832.00 $1.91 $13,179.00 6 Sludge Dewatering Polymer Whitecap Treatment Plant 6,900 LBS $1.28 $8,832.00 $1.90 $13,110.00 $308,992.00 Total $450,907.00 AGENDA MEMORANDUM Action Item for the City Council Meeting of February 19, 2019 DATE: January 30, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Approval to submit a grant application to the State of Texas, Criminal Justice Division for funding available under the Violence Against Women Act (VAWA) Fund. CAPTION: Resolution authorizing submission of grant application for $54,338.83 to the State of Texas under the Violence Against Women Act with city cash match of $14,000 and $8,280 in-kind services. PURPOSE: Year 20 funding is available from the State of Texas, Criminal Justice Division, under the Violence Against Women Act (VAWA) that provides funds to projects with the primary mission of reducing and preventing violence against women BACKGROUND AND FINDINGS: The grant continues support for the Family Violence Unit that utilizes officers and volunteers to contact family violence victims when a written report is made by a field officer or from a walk-in to the unit at the Police Department. The grant provides funds for one victim case manager to contact victims who often fear retaliation and violence when the offender is released following arrest; contact with an advocate (case manager) can provide information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager serves to establish and encourage a working relationship between social agencies and the Police Department and provides educational opportunities to the community through speaking engagements, distribution of literature, etc. The long term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long- term safety needs. The State provides for the salary/benefits of one Victim Case Manager, equipment, supplies, training, and mileage, volunteer hours contribute the in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. This grant period will be 9/1/2019 to 8/31/2020. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal OMB FINANCIAL IMPACT: X Operating Revenue El Capital Not applicable Fiscal Year: 2018 - 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $62,000 $62,000 $124,000 Encumbered / Expended Amount This item $1,166.67 $12,833.33 $14,000 BALANCE $60,833.33 $49,166.67 $110,000 Fund(s): General Comments: RECOMMENDATION: Staff recommends submission of the grant application LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of grant application for $54,338.83 to the State of Texas under the Violence Against Women Act with city cash match of $14,000 and $8,280 in-kind services Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council authorizes submission of the grant application to the State of Texas, Office of the Governor, Criminal Justice Division in the amount of $54,338.83 for funding available under the Violence Against Women Act (VAWA) Fund for the Police Department's Family Violence Unit to continue the Victim Outreach Program. SECTION 2. The City Council commits to provide for the applicable city match of $14,000 cash and $8,280 in-kind services, for a total project cost of $76,618.83. SECTION 3. The City Manager or the City Manager's designee may apply for, accept, reject, alter, or terminate the grant. SECTION 4. In the event of the loss or misuse of these Office of the Governor funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Office of the Governor, Criminal Justice Division in full. The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith 2 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 AGENDA MEMORANDUM Action Item for the City Council Meeting of February 19, 2019 DATE: January 30, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police Mikema@cctexas.com 886-2603 Approval to submit a grant application to the State of Texas, Criminal Justice Division for funding available under the Victims of Crime Act Fund CAPTION: Resolution authorizing submission of grant application in the amount of $282,848.10 to the State of Texas under the Victims of Crime Act with city cash match of $61,112.02 and $9,600 in-kind services. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues the Victim Assistance Program that provides assistance to victims and family members with the goal of lessening the short and long-term trauma experienced as a direct result of victimization. Victims and their family members are provided with information, reassurance, and guidance for resolving problems and referrals to other social service agencies. The grant covers the salary/ benefits for three Victim Case Managers, equipment, supplies, training, and mileage. The case managers provide services to victims including information and referral, criminal justice support and case information, assistance with filing forms for benefits available through the Crime Victims' Compensation under the Texas Crime Victims Compensation Act, informing victims of their rights as victims, advocating on victims behalf with other agencies and within the criminal justice system, and transportation to shelter or to court. Primary and secondary victims of crime are assisted in an effort to stabilize their lives after victimization, help victims to understand and participate in the criminal justice system, and provide victims of crime with a measure of safety and security. The case managers also work closely through coalitions and with other agencies in an ongoing effort to identify needs and to improve the quality and continuity of services to victims in the community. The State provides $282,848.10 for the salary/benefits of three Victim Case Managers. Volunteer hours contribute $9,600 as an in-kind contribution, and the City contributes $61,112.02 over the two year period for training, travel, supplies and miscellaneous equipment as the required 20% match. The funding is not on a declining percentage or ending funding cycle. This grant period will be 10/01/2019 — 09/30/2021. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: OMB Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $61,112.01 $61,112.01 BALANCE Fund(s): General Comments: RECOMMENDATION: Staff recommends submission of the grant application LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing submission of grant application in the amount of $282,848.10 to the State of Texas under the Victims of Crime Act with city cash match of $61,112.02 and $9,600 in-kind services Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council authorizes submission of the grant application to the State of Texas, Office of the Governor, Criminal Justice Division in the amount of $282,848.10 for funding available under the Victims of Crime Act (VOCA) Fund for the Police Department's Family Violence Unit to continue the Victim Outreach Program. SECTION 2. The City Council commits to provide for the applicable city match of $61,112.02 cash and $9,600 in-kind services, for a total project cost of $353,560.12. SECTION 3. The City Manager or the City Manager's designee may apply for, accept, reject, alter, or terminate the grant. SECTION 4. In the event of the loss or misuse of these Office of the Governor funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Office of the Governor, Criminal Justice Division in full. The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith 2 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 AGENDA MEMORANDUM Action Item for the City Council Meeting 2/19/2019 DATE: February 13, 2019 TO: Keith Selman, Interim City Manager FROM: Tammy Embrey, Director of Intergovernmental Relations Resolution in opposition to Legislation that expands the Port Commission of the Port of Corpus Christi Authority CAPTION: Resolution of the Corpus Christi City Council to express opposition to legislation that would expand the statutory membership of the Port Commission of the Port of Corpus Christi Authority PURPOSE: To oppose legislation during the current Texas legislative session regarding change to the membership of the Port Commission BACKGROUND AND FINDINGS: Notice of Intent to Introduce a Bill in the Legislature of Texas relating to the composition of the Port Commission of the Port of Corpus Christi Authority was recently published. ALTERNATIVES: OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: EMERGENCY/NON-EMERGENCY: DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: LIST OF SUPPORTING DOCUMENTS: Resolution Resolution of the Corpus Christi City Council to express opposition to legislation that would expand the statutory membership of the Port Commission of the Port of Corpus Christi Authority Whereas, the Port Commission ("the Port Commission") of the Port of Corpus Christi Authority of Nueces County, Texas consists of one member appointed by San Patricio County, three members appointed by Nueces County, and three members appointed by City of Corpus Christi; Whereas, approximately 6/7 of the combined population of Nueces County and San Patricio County reside in Nueces County; therefore, the current commissioner appointment formula for the Port Commission fairly represents the relative population of each county; Whereas, approximately 6/7 of the land owned by the Port in both counties is located in Nueces County; therefore, the current commissioner appointment formula approximates the amount of land owned by the Port in each county; Whereas, Nueces Bay, Corpus Christi Bay, and the part of the Laguna Madre with ship channels dredged at the direction of the Port Commission are located in Nueces County and the City of Corpus Christi; Whereas, the entities that appoint the Port Commissioners can cooperate to find mutually advantageous solutions to area problems without altering the current membership composition of the Port Commission at this time; Whereas, altering the appointment formula would unnecessarily dilute the representation of Corpus Christi and by extension, the City's citizens, on the Port Commission; Whereas, the Corpus Christi City Council finds no reason to alter the current membership composition of the Port Commission at this time; NOW, THEREFORE, BE IT RESOLVED BY THE CORPUS CHRISTI CITY COUNCIL that the City Council expresses its opposition to legislation that would expand the statutory membership of the Port Commission of the Port of Corpus Christi Authority. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith Corpus Christi, Texas day of , 2019 Page 2 of 2 AGENDA MEMORANDUM First Reading for the City Council Meeting of February 19, 2019 Second Reading for the City Council Meeting of February 26, 2019 DATE: February 1, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police mikema c@cctexas.com 886-2603 Appropriating funds from the Recovery on damage claim CAPTION: Ordinance appropriating $5,682.32 from damage claim into General Fund to pay damage claim on a leased vehicle; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $5,682.32. PURPOSE: Payment is due for a damage claim on a leased vehicle. These funds are a reimbursement from insurance company. BACKGROUND AND FINDINGS: An officer was involved in a motor vehicle accident while driving a leased vehicle from Enterprise Rental. Risk Management handled the claim, and these funds are reimbursement from the claim. The company is requesting payment for damages. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Purchasing Legal Police FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $5,682.32 $5,682.32 BALANCE Fund(s): General Comments: RECOMMENDATION: Staff recommends approval of the appropriation. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance appropriating $5,682.32 from damage claim into General Fund to pay damage claim on a leased vehicle; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $5,682.32. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $5,682.32 from damage claim with Texas Municipal League Intergovernmental Risk Pool is appropriated in the General Fund No. 1020 to pay damage claim on a leased vehicle from Enterprise rent a car. SECTION 2. That the FY 18-19 Operating Budget adopted by Ordinance 031548 is changed to increase revenues and expenditures by $5,682.32 in the General Fund No. 1020. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 2 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 12, 2019 Action Item for the City Council Meeting of February 19, 2019 DATE: January 30, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police Mikema@cctexas.com 886-2603 Ordinance prohibiting operating of retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 2:00 am to 7:00 am. CAPTION: Ordinance amending Chapter 23 of the Corpus Christi Code to prohibit operating and using retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 2:00 am to 7:00 am; and providing for penalty PURPOSE: To limit the hours where smoking is permitted in retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 7:00 am to 2:00 am. BACKGROUND AND FINDINGS: The U.S. Surgeon General's report has stated that there is no safe level of second hand smoke, and second hand smoke is a known cause of lung cancer. heart disease, low birth -weights, chronic lung ailments (such as bronchitis and asthma) other health risks and premature death in children and adults who do not smoke. The City Council finds that nicotine is addictive and that the use of nicotine containing electronic cigarettes can lead to some respiratory changes and dangers similar to those occurring through the use of traditional tobacco products. Hookah smoking is NOT a safe alternative to smoking cigarettes and hookah smoking has many of the same health risks as cigarette smoking. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): General Comments: RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance amending Chapter 23 of the Corpus Christi Code to prohibit operating and using retail tobacco stores, hookah lounges, vaping lounges and cigar bars from 2:00 am to 7:00 am; and providing for penalty WHEREAS, the City Council of the City of Corpus Christi finds that smoking tobacco products creates nuisances. poses health risks. and causes fires; and WHEREAS, the U.S. Surgeon General's report has stated that there is no safe level of second hand smoke, and secondhand smoke is a known cause of lung cancer. heart disease, low birth -weights, chronic lung ailments (such as bronchitis and asthma) other health risks and premature death in children and adults who do not smoke; WHEREAS. the U.S Surgeon General's report has stated that despite significant progress since the first Surgeon General's report, issued over 50 years ago (1964), smoking remains the single largest cause of preventable disease and death in the United States; WHEREAS. the U.S. Surgeon General's report states that involuntary exposure to secondhand smoke remains a serious public health hazard that can be prevented by making homes. workplaces. and public places completely smoke-free; WHEREAS, the City Council finds that nicotine is addictive and that the use of nicotine containing electronic cigarettes can lead to some respiratory changes and dangers similar to those occurring through the use of traditional tobacco products; WHEREAS, the City Council finds that liquid nicotine is often distributed in flavors, such as cherry. chocolate and vanilla. that are designed to appeal to young people and thereby creates a path for nonsmokers to become addicted to smoking. which can lead to the further spread of nuisances and health risks from smoking; and WHEREAS, Hookah smoking is NOT a safe alternative to smoking cigarettes and hookah smoking has many of the same health risks as cigarette smoking. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Code of Ordinance, Section 23-76 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 23-76. - Smoking prohibitions. (a) Declaration of policy. It is the intent and purpose of this section to provide citizens' protection from exposure to tobacco, or other, smoke by placing restrictions on smoking within the City of Corpus Christi. The provisions of this section are designed to achieve a reasonable balance between the rights of nonsmokers to breathe clean air and the wishes of smokers. It is declared to be the policy of the City of Corpus Christi to give preferential treatment to nonsmokers when disputes arise. (b) Definitions. The following definitions shall apply to this section: Cigar bar means an establishment used primarily for the sale of cigar and cigar -related products, which sales constitute more than forty (40) per cent of the total retail sales of the establishment and in which the serving of alcoholic beverages are incidental to such retail operations. Electronic Smoking Device means a device that simulates smoking by using a mechanical heating element, battery, or electronic circuit to deliver nicotine or other substances to the individual inhaling from the device. This term shall include every variation and type of such devices whether they are manufactured, distributed, marketed or sold as an electronic cigarette. an electronic cigar. an electronic cigarillo. an electronic pipe. an electronic hookah or any other product name or descriptor. The term does not include a prescription medical device unrelated to the cessation of smoking. Home occupation means any professional or commercial activity which is carried on wholly within a residential building by a member, or members, of a family residing on the premises, in connection with which there are no persons outside the family employed, and which use is otherwise in compliance with the zoning ordinance provisions. When, within the previously stated requirements, such home occupation shall be considered a private residence for purposes of this section except when being used as a child care, adult day care, or health care facility. Hookah Lounge means an establishment used primarily for the sale of shisha for consumption on the premises or for sale or rental of accessories used for smoking shisha on premises. Private club means an organization, whether incorporated or not, which: (1) is the owner, lessee, or occupant of a building or portion thereof used exclusively for club purposes at all times, (2) is operated solely for a fraternal purpose but not for pecuniary gain, (3) only sells alcoholic beverages incidental to its operation, (4) conducts its affairs and management through a board of directors, executive committee, or similar body chosen by the members at an annual meeting, (5) has established bylaws or a constitution to govern its activities, and (6) has been granted an exemption from the payment of federal income tax as a club under 26 U.S.C. Section 501. Public building means any building other than a building used as a private residence, unless such residence is being used as a child care, adult day care, or health care facility. If a portion of a building is used as a private residence and another portion of the building is used for business purposes or commercial activities, then "public building," as used in this section, shall apply to the portions of the building used for business purposes or commercial purposes, but not the portion used solely as a residence. Retail tobacco store means a specialty retail establishment used primarily for the sale of tobacco products and accessories and in which the sale of other non -tobacco products is incidental. Shisha means flavored tobacco smoked in a hookah, usually mixed with molasses or honey and often fruit pulp or dried fruits. Smoke or smoking means inhaling, exhaling, or burning any lighted cigar, cigarette, pipe, or other lighted tobacco product in any manner or form. Smoking lounge means an establishment engaged in the sale of tobacco product for on - premise consumption. Smoking lounge includes but is not limited to establishments known variously as cigar bars, hookah lounges, vape lounges, tobacco clubs, tobacco bars, etc. Vape or Vapinq means the inhaling, exhaling, or generation of any vapor from an electronic smoking device. Vape lounge means an establishment used primarily for the sale or rental of electronic smoking devices or related tobacco product for on premise use or consumption. (c) It shall be unlawful for any person to perform the following acts in any public building in the city or within ten (10) feet of an entrance used by the public to any public building except in passing: (1) Smoke; (2) Carry a lighted cigar, cigarette, or tobacco -containing pipe; or (3) Light a cigar, cigarette, or tobacco -containing pipe. (d) Posting of signs; removal of ashtrays. (1) "No Smoking" signs or the international "No Smoking" symbol (consisting of a pictorial representation of a burning cigarette enclosed in a red circle with a red bar across it) shall be clearly and conspicuously posted at every entrance of a public building where smoking is prohibited by this section. "No Smoking" signs or the international "No Smoking" symbol shall be posted by the owner, operator, manager, or other person in control of the premises. (2) All ashtrays and smoking paraphernalia must be removed by the owner, operator, manager, or other person in control of the premises from any area where smoking is prohibited by this section. (e) It shall be unlawful for any owner or operator of any public building to place or allow to be placed any of the following items in any public building or within ten (10) feet of an entrance used by the public to any public building: (1) Ashtrays; (2) Smoking paraphernalia; or (3) Signs that indicate that smoking is permitted. Retail tobacco stores and smoking lounges. (1) Between the hours of 7:00 a.m and 2:00 a.m., the smoking prohibitions provisions of this section do not apply to retail tobacco stores and cigar bars smoking lounges so long as smoke from these places does not infiltrate into areas where smoking is prohibited under this section. (2) Retail tobacco stores, cigar bars, hookah lounges, vape lounges and smoking lounges shall be prohibited from operating between the hours 2:00 a.m. and 7:00 a.m. (f) (g) The provisions of this section do not apply to private clubs so long as smoke from these places does not infiltrate into areas where smoking is prohibited under this section; however, the provisions of this section do apply to a private club when such club is being used for a function to which the general public is invited. (h) The provisions of this section do not apply to a bingo facility operated under the Bingo Enabling Act, V.T.C.A., Occupations Code ch. 2001, if: (1) An enclosed smoking area is provided; (2) The smoking area is mechanically ventilated to prevent smoke from entering a non- smoking area; (3) No one under the age of eighteen (18) is admitted to the smoking area; (4) Patrons do not enter or exit the facility through the smoking area; and (5) Patrons do not have to access or cross through the smoking area to utilize any ancillary services of the facility which are available to any patron or employee of the facility, such as public restrooms, cashier counters, concession areas, etc. Nothing in this section may be construed to prohibit smoking on outside patios, such as those located at bars, lounges, nightclubs, taverns, and restaurants, if otherwise conducted in compliance with this section, applicable city fire prevention ordinances, and state alcoholic beverage laws. (j) No area may be designated for smoking by an owner, operator, manager, or other person in control of the premises where prohibited by the city's fire prevention ordinances or another agency having jurisdiction. (k) Inspection; enforcement. (1) The owner, operator, manager, or person in control of any premises subject to this section shall permit the director of health, or the director's designees, entrance to the premises to determine compliance with this section. Such responsibility belongs to all of said persons, and any or all may be prosecuted for a violation of this section. (2) The director of public health and the director's designees are authorized to serve official notices of violations of this section. (i) (3) Any person who violates any part of this section commits an offense punishable under sections 1-6 and 1-6.1 of the Code of Ordinances. (I) Miscellaneous. (1) Nothing in this section may be construed to permit the smoking of any substance otherwise illegal. (2) When possession of burning tobacco or smoking tobacco is also prohibited by V.T.C.A., Penal Code § 48.01, as to a facility of a public primary or secondary school or an elevator, enclosed theater or movie house, library, museum, hospital, transit system bus, plane, or train which is a public place, such violation shall be prosecuted under state law. (Ord. No. 19338, § 1, 5-27-1986; Ord. No. 21697, § 1, 7-6-1993; Ord. No. 026094, § 1, 1-11- 2005; Ord. No. 027286, § 1, 5-22-2007; Ord. No. 028007, § 1, 12-16-2008) SECTION 3. If for any reason any section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance shall be held to be invalid or unconstitutional by final judgment of a court of competent jurisdiction, such judgment shall not affect any other section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. The City Council hereby declares that it would have passed this Ordinance, and each section, paragraph, subdivision, sentence, clause, phrase, word, or provision thereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses, phrases, words, or provisions be declared invalid or unconstitutional. SECTION 4. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 5. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 6. This ordinance takes effect after official publication. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of February 19, 2019 Second Reading Ordinance for the City Council Meeting of_February 26, 2019 DATE: TO: January 11, 2019 Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Easement Closure for property located at 16001 El Soccorro Loop. CAPTION: Ordinance abandoning and vacating a 7.5 -foot wide by approximately 60 -feet in length (449.73 sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island -Corpus Christi, Coquina Bay Subdivision, located at 16001 El Soccorro Loop. PURPOSE: The purpose of this ordinance is to close, abandon and vacate a portion of an existing utility easement to facilitate a future sale of the home. BACKGROUND AND FINDINGS: R. Scott McClintock, Sr., R.P.L.S. representing Douglass MacQuarrie (Owner) is requesting the City to abandon and vacate a 7.5 -foot wide by approximately 60 -feet in length (449.73 sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island -Corpus Christi, Coquina Bay, located at 16001 El Soccorro Loop. This abandonment and vacation of a portion of the utility easement is being requested by the owner due to a fiberglass swimming pool that overlaps onto the easement. The pool company that the homeowner contracted for hire, failed to obtain all necessary city permits for the construction of the swimming pool. The property owner applied for and received a variance from the Zoning Board of Adjustments on 27 June 2018 due to encroachment into a rear yard setback. All public and franchised utilities were contacted and there are no objections regarding the proposed utility easement closure. The closure is being proposed to facilitate a future sale of the home. ALTERNATIVE: Denial of the proposed utility easement closure will adversely impact the Owner's ability to move forward with the future sale of the subject property. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances Section 49-13. EMERGENCY/NON-EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement closure. No utilities are located in the easement. FINANCIAL IMPACT: ❑ Ooeratin ❑ Revenue ❑ Caoital X Not Applicable Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the easement closure. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a 7.5 -foot wide by approximately 60 -feet in length ( 449.73 sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island- Corpus Christi, Coquina Bay Subdivision, located at 16001 El Soccorro Loop. WHEREAS, R. Scott McClintock, Sr., R.P.L.S. representing Douglass MacQuarrie (Owner) is requesting to abandon and vacate a 7.5 -foot wide by approximately 60 -feet in length (449.73 sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island -Corpus Christi, Coquina Bay Subdivision, located at 16001 El Soccorro Loop. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of R. Scott McClintock, Sr., R.P.L.S., acting as agent on behalf of Douglass MacQuarrie ("Owner"), a 7.5 -foot wide by approximately 60 -feet in length sq. ft.) portion of an existing utility easement out of Lot 7, Block 26, Padre Island -Corpus Christi, Coquina Bay Subdivision, located at 16001 El Soccorro Loop, as recorded in volume 38, page 47 through 54, of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owner's compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B," which is the graphical representation of the legal description, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of s portion of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owner's compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. The maintenance responsibilities for the vacated easement reverts to Tortuga Dunes Holding Company (Owner). c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor STATE OF TEXAS COUNTY OF NUECES R. Scott McClintock, Sr., R.P.L.S. Surveying & Mapping 273 Lola Johnson Road Corpus Christi, Texas 78418 361-947-6812 mobile/text nomesurveyor@gmail.com T.B.P.L.S. Reg. No.5907 Exhibit A 449.73 square feet 7.5 foot wide Utility Easement Closure June 18, 2018 Field Note Description of a 449.73 square foot, 7.5 feet wide Utility Easement Closure, over, under and across Lot Seven (7), Block Twenty-six (26), Padre Island — Corpus Christi Coquina Bay, a subdivision in the City of Corpus Christi, Nueces County, Texas according to the map or plat recorded in Volume 38, pages 47 through 54, of the Map Records of Nueces County, Texas. Said Utility Easement Closure more fully described by metes and bounds as follows: Commencing at the southwest corner of said Lot 7, a 5/8" iron rod, thence along the westerly line of said Lot 7, northwesterly with the fence along the arc of a curve concave to the west, 5.00 feet thru a radius of 762.10 feet, the chord of which lies NO2°14'04"W, 5.00 feet the Point of Beginning and southwest corner of this tract: Thence, parallel with the south line of said Lot 7, N 87°57'07"E, 7.50 feet, the southeast corner of this tract; Thence, parallel with the west line of said Lot 7, northwesterly 60.28 feet along the arc of a curve concave to the west through a radius of 769.60 feet the chord of which lies N04°39'45"W, 60.26 feet to a point of intersection with the northerly line of said Lot 7, the northeast corner of this tract; Thence, along the said northerly line of Lot 7, S83°05'25"W, 7.50 feet to a 5/8" iron rod, the northwest corner of said Lot 7 and the northwest corner of this tract; Thence, along the westerly line of said Lot 7, southwesterly with the fence along the arc of a curve concave to the west, 59.64 feet through a radius of 762.10 feet the chord of which lies SO4°39'52"E, 59.63 feet to the southwest corner of this tract and the Point of Beginning. This description is a part of and is referenced to Exhibit "B", a plat of this Easement Closure. R. Scott McClintock, Sr., R.P.L.S. Reg. # 5907 LOT 13 BLOCK 26 1 vO LOT 14 BLOCK 26 7.5' U/E — L=64. 67' R=762. 10' OP.0 BX L=59. 64' X R=762. 1 0 CRD. SO4°39'52' E 59.63' L=60.28' R=769.60' * * * *** EXHIBIT B *** EASEMENT VACATION *** WITHIN LOT 7, BLOCK 26 PADRE ISLAND—CORPUS CHRISTI COQUINA BAY VOLUME 68, PAGES 545-546, M.R.N.C.T. ithin the CITY of CORPUS CHRISTI, TEXAS 0 0 X CRD. N04°39'45"W 60.26' VACATED EASEMENT_ 449.73 SQ. FT. A — RADIUS: 762.10' LENGTH: 5.00 CRD: NO2°14'04'W 5.00' B — N8757'07"E 7.50' C — S83°05'25'W 7.50' LOT 7 BLOCK 26 7,623.98 SQ. FT. 0.175 AC. L=73. 95' R=872. 10' EL SOCCORRO LOOP R/W = 50' * SURVEYOR'S CERTIFICATION * I hereby certify that I am a Professional Land Surveyor, licensed and registered in the State of Texas, and that this plat was prepared by me, or under my direct supervision, that all dimensional details and relative bearings are correct as shown, all easements and ight of ways of record are as shown. DATED: / U ; 1 2018 R. co McClintock, Sr., R.P.L.S. Registration No. 5907 PROJECT: TX18-026 PRINT DATE: 6/18/18 SCALE : 1" = 20' NOTE: REFER TO EXHIBIT "A" FOR DESCRIPTION VICINITY MAP N.T.S. SOURCE: GOGGLE MAPS 2018 116001 EI Soccorro Loop 15 min drive - home sea Padre Balli Park 9 Briscoe King Pavillion DWG BY: R.S.M. 5/5/18 SCALE: 1" = 20' R.SCOLINTo CSr.RPROFESSIONAL oSURVEYOR 273 LOLA JOHNSON RD. CORPUS CHRISTI, TX. 78418 361-947-6812 Page _L of _L Easement Closure For Lot 7, Block 26, Padre Island -Corpus Christi, Coquina Bay (16001 El Soccorro Loop) City Council Presentation February 19,2019 Vicinity Map Coquina Bay Block 26, Lot 7 Easement Closure IIIIIHW Cabamss Fiald Nas At N Corpus t hnsli Naval AirSlalon " Mustang Island SP 16001 El Socorro Loop Chapman Ranch Aerial Overview Moposed 7.5' UE Clos Staff Recommendation Approval AGENDA MEMORANDUM First Reading for the City Council Meeting of February 19, 2019 Second Reading for the City Council Meeting February 26, 2019 DATE: January 28, 2019 TO: Keith Selman, Interim City Manager FROM: Dan Grimsbo, Executive Director of Utilities DanG(a�cctexas.com (361) 826-1718 Reimbursement Contract for Testing Soil and Water Samples for Proper Fertilizer Use and Indicator Parameters CAPTION: Ordinance to appropriate $37,048 in reimbursement funds received through the Reimbursement Contract with Coastal Bend Bays and Estuaries Program, Inc. for the Coastal Bend Fertilizer and Pesticides Monitoring Program in the No. 4300 Stormwater Treatment Fund. PURPOSE: This item is to appropriate reimbursement funds. BACKGROUND AND FINDINGS: In 2016, the City of Corpus Christi population was estimated to be 325,734; with an estimated 130,722 houses and condos. When used improperly, pesticide and fertilizer application can promote algal blooms and eutrophication of the receiving aquatic environment. Point and non -point source discharge is increased with the construction of impervious surface attributed to population growth. Currently, the City of Corpus Christi and surrounding areas lack comprehensive management of pesticides and fertilizers. Many homeowners and businesses may be unaware of the effects improper application can have on the environment and their pocket book. Through qualitative and quantitative data collection, this project will establish a baseline soil analysis for zip codes, and in subsequent years, monitor that baseline to evaluate the effectiveness of the public awareness campaign within the City of Corpus Christi. The project will determine areas of the City to be sampled and will offer soil testing to the public to determine fertilizer use. The goal is to sample 1% or at least 20 samples from each zip code, depending on sample analysis cost. The sites will be chosen randomly and on a voluntary basis and the first 1% of samples received from each zip code will be analyzed. Additionally, at the cost to the City, analytes will be added to the existing City of Corpus Christi Receiving Water Body Sampling Program and runoff analyses will continue as per the TPDES permit. The City of Corpus Christi Utilities- Treatment will collect stormwater discharge samples for analysis to determine how fertilizers are affecting soluble concentrations in the bay. ALTERNATIVES: Use City of Corpus Christi resources and funding to better understand how to improve management of fertilizers and pesticides and how it affects stormwater quality and its effect on the receiving water bodies within the City of Corpus Christi jurisdictional boundaries. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department - Water FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $118,936 $118,936 Encumbered / Expended Amount 66,821 66,821 This item 37,048 37,048 BALANCE $ 89,163 $ 89,163 Fund(s): Stormwater Fund No. 4300 Comments: This is a reimbursement contract. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement with CBBEP Ordinance to appropriate $37,048 in reimbursement funds received through the Reimbursement Contract with Coastal Bend Bays and Estuaries Program, Inc. for the Coastal Bend Fertilizer and Pesticides Monitoring Program in the No. 4300 Stormwater Treatment Fund. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $37,048 in reimbursement funds received through the Reimbursement Contract with Coastal Bend Bays and Estuaries Program Inc. for the Coastal Bend Fertilizer and Pesticides Monitoring Program is accepted and appropriated in the No. 4300 Stormwater Treatment Fund. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Contract Number 1903 THE STATE OF TEXAS COUNTY OF NUECES REIMBURSEMENT CONTRACT FOR GOVERNMENTAL ENTITIES Coastal Bend Fertilizers and Pesticides Monitoring Program (Name of Project) THIS AGREEMENT is entered into by and between: Coastal Bend Bays & Estuaries Program, Inc., a non-profit organization ("CBBEP"), and City of Corpus Christi, a governmental entity (hereinafter "PERFORMING PARTY"). CBBEP and PERFORMING PARTY, in consideration of the mutual covenants in this contract, agree as follows: ARTICLE 1. WORK See attached Scope of Work. ARTICLE 2. PRICING AND PAYMENTS See attached Contract Costs Budget (for payment based on reimbursement of actual costs) and General Conditions Article 5. ARTICLE 3. MAXIMUM AMOUNT OF CONTRACT The total amount of this Contract shall not exceed: Thirty Seven Thousand Forty -Eight Dollars $37,048 (Written amount) ($ Numerical amount) unless this Contract is amended in writing. It is expressly understood and agreed by the parties to this contract that the performance on the part of the CBBEP of its obligations under this contract is contingent upon and subject to actual receipt by the CBBEP of sufficient and adequate funds from the funding sources identified in the CBBEP's comprehensive annual workplan. CBBEP funding will not exceed $37,048. ARTICLE 4. TERM OF CONTRACT This Contract shall begin upon final execution of this Contract and shall terminate on March 31,2020 unless terminated early or extended in accordance with the terms of the Contract. ARTICLE 5. CERTIFICATIONS 1. The CBBEP certifies that it has the authority to contract for the above services by authority as a non- profit corporation under the laws of the State of Texas. 2. PERFORMING PARTY certifies that it has authority to perform the services contracted for herein. ARTICLE 6. CONTRACT DOCUMENTS The Contract Documents, which comprise the entire agreements between CBBEP and PERFORMING PARTY concerning the Work, consist of the following: 1. This Agreement 2. Scope of Work 3. Authorized Representatives / Records Location 1 4. Contracts Costs Budget 5. General Conditions 6. Federal Conditions 7. Additional Exhibits titled: (none) There are no Contract Documents other than those listed above in this Article. The Contract Documents may be amended, modified or supplemented only as provided in the General Conditions. The undersigned bind themselves to the faithful performance of this Contract: CBBEP: Coastal Bend Bays & Estuaries Program, Inc. By: Authorized Signature Ray Allen Printed Name Executive Director Title Date: PERFORMING PARTY: City of Corpus Christi By: Authorized Signature Printed Name Title Date: 2 REIMBURSEMENT CONTRACT SCOPE OF WORK The purpose of this contract is to provide the City of Corpus Christi funds to conduct soil testing throughout the City to determine use or overuse of fertilizers to determine if future actions to control nutrients are deemed necessary. The work to be provided by the PERFORMING PARTY shall correspond to the tasks found in Article IV and will be delivered in accordance with Article V. ARTICLE I. PERFORMING PARTY AUTHORIZED REPRESENTATIVE The Authorized Representative for the PERFORMING PARTY is as described in the attached "Authorized Representatives and Designated Location" form. ARTICLE II. CBBEP AUTHORIZED REPRESENTATIVE The Authorized Representative for the CBBEP is as described in the attached "Authorized Representatives and Designated Location" form. ARTICLE III. BACKGROUND/OBJECTIVE In 2016, the City of Corpus Christi population was estimated to be 325,734; with an estimated 130,722 houses and condos. When used improperly, pesticide and fertilizer application can promote algal blooms and eutrophication of the receiving aquatic environment. Point and non -point source discharge is increased with the construction of impervious surface attributed to population growth. Currently, the City of Corpus Christi and surrounding areas lack comprehensive management of pesticides and fertilizers. Many homeowners and businesses may be unaware of the effects improper application can have on the environment and their pocket book. Through qualitative and quantitative data collection, this project will establish a baseline soil analysis for zip codes, and in subsequent years, monitor that baseline to evaluate the effectiveness of the public awareness campaign within the City of Corpus Christi. The project will determine areas of the City to be sampled and will offer soil testing to the public to determine fertilizer use. The goal is to sample 1% or at least 20 samples from each zip code. The sites will be chosen randomly and on a voluntary basis and the first 1% of samples received from each zip code will be analyzed. Additionally, at the cost to the City, analytes will be added to the existing City of Corpus Christi Receiving Water Body Sampling Program and runoff analyses will continue as per the TPDES permit. The City of Corpus Christi Utilities -Treatment will collect stormwater discharge samples for analysis to determine how fertilizers are affecting soluble concentrations in the bay. The public awareness campaign will be done in 2 phases. The first phase will be public education and outreach promoting the soil sampling program and the second phase will be distributing results and the development and distribution of the Best Management Practice Guidance Document. The first phase to promote the program and gain interest from homeowners may include: social media promotion and graphics through posts on City of Corpus Christi Stormwater Facebook and Twitter pages, TV appearances, promotion through existing Texas A&M AgriLife newsletter, presentations at 2019 Corpus Christi annual Xeriscape Symposium, presentation at Texas A&M AgriLife Extension Landscaping conference, booth at Coastal Bend Earth Day Bay Day event, Fall and Spring Home and Garden Show, and possible outreach booths at local nurseries. Promotion will occur at all applicable events that Texas A&M AgriLife horticulture, Nueces Master Gardeners and Nueces Master Naturalists participate in, in 2017 this was more than 300 events. The second phase will distribute results and will include email distribution of individualized results of soil sample analysis and treatment recommendations with best management practice information to property owners who participated in the soil sampling program. The second phase may also include: posts on Corpus Christi Stormwater Facebook and Twitter pages, promotion through existing Texas A&M AgriLife newsletter, presentation at 2020 Corpus Christi annual Xeriscape Symposium, distribution of Best Management Practice Guidance document through the Texas A&M AgriLife Extension, and City of Corpus Christi through the Local Emergency Planning Committee and Environmental and Strategic 3 Initiatives departments and through the Stormwater division. The primary project objective is to gather soil nutrient information to evaluate whether management actions to reduce soil nutrients are needed to reduce the levels of soluble pollutants and nutrients introduced into Coastal Bend bays and estuaries by stormwater runoff. Data will be analyzed to identify areas of concern by zip code within the City of Corpus Christi. ARTICLE IV. TASKS The PERFORMING PARTY shall perform the following tasks: (a) Quality Assurance Project Plan. The PERFORMING PARTY shall prepare submit a written Quality Assurance Project Plan (QAPP) to the CBBEP Authorized Representative. The QAPP must be approved by the CBBEP Authorized Representative and EPA representatives prior to the PERFORMING PARTY initiating substantial work related to the major tasks as described in this Scope of Work (See Article VII (d) in this Scope of Work). (b) Graduate Student Intern. The PERFORMING PARTY shall employ a graduate student intern with dependable transportation to assist with the following activities. The intern will assist the City staff and Texas A&M Agrilife representatives with soil sample collection, data collection, and data analysis. (c) Soil Sampling. The PERFORMING PARTY shall implement a soil sampling plan that includes sampling of soil in each of the zip codes of the city with a goal of attaining a minimum of 20 soil samples derived from each zip code. (d) Public Awareness Campaign. The PERFORMING PARTY shall implement a public awareness campaign that will include presentations to the public, educational literature and face to face engagement. ARTICLE V. WORK PRODUCT DELIVERABLES FOR THIS CONTRACT (a) Quality Assurance Project Plan. The PERFORMING PARTY shall submit a written Quality Assurance Project Plan (QAPP) to the CBBEP Authorized Representative. The QAPP must be approved by the CBBEP Authorized Representative and EPA representatives prior to the PERFORMING PARTY initiating substantial work related to the major tasks as described in this Scope of Work (See Article VII (d) in this Scope of Work). (b) Quarterly Reports. The PERFORMING PARTY shall submit written quarterly progress reports by the end of each calendar quarter, with the reports due on December 10, March 10, June 10, and September 10, or upon the termination date of the contract. Quarterly reports shall detail progress on all major tasks, in chronological order. The Quarterly Reports shall be submitted to the CBBEP Authorized Representative. Instructions for preparing the quarterly report will be provided by the CBBEP Authorized Representative. (c) Draft Report. The PERFORMING PARTY shall submit a written draft report of work completed for review by the CBBEP Authorized Representative. The PERFORMING PARTY shall prepare a report that will be comprehensive and shall describe and analyze the data collected during the project. The report should also discuss any future implications for the study area and should contain recommendations on needs for additional investigation. The draft report shall include at a minimum the information requested in this Scope of Work. PERFORMING PARTY shall submit the draft report in an electronic format compatible with CBBEP software. (d) Final Report. The PERFORMING PARTY shall submit a written final report of work completed by no later than the date specified in the Schedule of Deliverables. The PERFORMING PARTY shall prepare a report that will be comprehensive and shall describe and analyze the data collected during the project. The final report shall include at a minimum the information requested in this Scope of Work, including revisions requested by the CBBEP Authorized Representative. 4 PERFORMING PARTY shall submit the final report in an electronic format compatible with CBBEP software. ARTICLE VI. SCHEDULE OF DELIVERABLES FOR THIS CONTRACT WORK PRODUCT SCHEDULE OF DELIVERABLES QAPP Within 30 days of contract execution date Quarterly Progress Reports End of each quarter Draft Report 02/28/2020 Final Report 03/31/2020 ARTICLE VII. OTHER REQUIREMENTS FOR THIS CONTRACT (a) At the invitation of the CBBEP, the PERFORMING PARTY is required to make two verbal presentations of this project, at or near its conclusion, to committees of the CBBEP. The presentation is intended to disseminate project results and coordinate findings with other ongoing work. (b) If required as a part of this project, the PERFORMING PARTY will strictly adhere to the CBBEP publication guidelines when submitting publications. Each written deliverable shall be submitted as four (4) hard copies and as an electronic text file (format requirements to be provided by CBBEP). At least one hard copy shall be unbound and of camera-ready quality for use as a CBBEP publication. The CBBEP publication guidelines can be obtained from the CBBEP Authorized Representative. (c) The PERFORMING PARTY shall submit to the CBBEP, within three weeks following a written request by CBBEP, a brief summary of project accomplishments and ongoing project work. The summary shall be written in everyday (non-technical) English for use in CBBEP newsletters, press releases, or other promotional publications. No more than one summary per quarter shall be required. (d) All data and information acquired or produced as part of this project shall be submitted in a standardized format as described in the "CBBEP (Coastal Bend Bays & Estuaries Program, Inc.) Data and Information Management Strategy" document, or the EPA Data Standards (as appropriate), which are available from the CBBEP. These documents will provide details on the format(s) required for submittal of textual, numerical, spatial, and other data and information. (e) For any data collection conducted for this project, the CBBEP shall be allowed full, appropriate access during data collection. This access is intended to promote ongoing communication between the CBBEP and personnel conducting the project, and to assure the project meets QA/QC criteria. (f) (g) For any data collection conducted for this project, the preparation of a Quality Assurance Project Plan (QAPP) as stipulated by the CBBEP Quality Management Plan (QMP) or by the EPA (Environmental Protection Agency) is required. Preparation of such a QAPP will be the sole responsibility of the PERFORMING PARTY, and shall comply with requirements set forth in the following guidance document which can be obtained from the CBBEP: "EPA Requirements for Quality Assurance Project Plans For Environmental Data Operations." EPA QA/R5. United States Environmental Protection Agency, Quality Assurance Management Staff, Washington, D.C. 20460. 5 AUTHORIZED REPRESENTATIVES AND DESIGNATED LOCATION FOR RECORD ACCESS AND REVIEW (a) The EXECUTIVE DIRECTOR of the CBBEP designates the individual named below as the person authorized to give direction to the PERFORMING PARTY as an Authorized Representative of the CBBEP. All communications including all payment requests must be addressed to the CBBEP Authorized Representative. Rae Mooney, Project Manager Coastal Bend Bays & Estuaries Program, Inc. 615 N. Upper Broadway, Suite 1200 Corpus Christi, Texas 78401 Phone: 361-336-0310 Fax: 361-881-5168 E-mail: rmooney@cbbep.org (b) The PERFORMING PARTY hereby designates the individual named below as the person authorized to receive direction from the CBBEP, to manage the work being performed, and to act on behalf of the PERFORMING PARTY as an Authorized Representative: Jeff Turner, Environmental Services Superintendent City of Corpus Christi 13101 Leopard Street, P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: (361) 826-1240 Email: JeffT@cctexas.com (c) The PERFORMING PARTY designates the following location for record access and review pursuant to Article 12 of the Contract or any other applicable provision: City of Corpus Christi 13101 Leopard Street, Corpus Christi, Texas 78469-9277 6 CONTRACT COSTS BUDGET A. Budget Authorized budgeted expenditures under this Contract are as follows: Personnel/Salary $10,000 Fringe Benefits $0 Travel $3,800 Supplies $10,000 Equipment $0 Contractual $13,248 Construction $0 Other $0 Total Direct Costs $37,048 Authorized Indirect Costs* $0 Total CBBEP Funding $37,048 B. Budget Control and Transfers Cumulative transfers among the budgeted direct cost categories must not exceed ten percent (10%) of the current Total CBBEP Funding amount. C. Submittal of Payment Requests Payment requests must be submitted at the interval specified below (whichever is checked; if none is checked, payment requests must be submitted monthly; if more than one is checked, invoices must be submitted when both requirements are met): © quarterly. ❑ other (specify) * Authorized Indirect Costs not to exceed 15% of Personnel/Salary cost. 7 GENERAL CONDITIONS REIMBURSEMENT CONTRACT PURCHASES ARTICLE 1. WORK PERFORMING PARTY agrees to provide the work described in and required by this Contract. In this Contract the term "Work" means the entire completed undertaking, or the various separately identifiable parts thereof. Work includes all goods, labor, services, materials and equipment provided in fulfillment of this Contract by any person or entity including PERFORMING PARTY'S employees, agents, assigns, suppliers, and subcontractors. ARTICLE 2. AMENDMENT This Contract may be amended only by written agreement signed by both parties. ARTICLE 3. INSURANCE PERFORMING PARTY will maintain and require its contractors and their subcontractors to maintain insurance coverage sufficient to protect CBBEP against any and all claims that may arise out of or resulting from their performance of the Work and the other obligations undertaken in this Contract, and to maintain Workers Compensation Insurance which complies with Texas statutory requirements. ARTICLE 4. ACCEPTANCE, CORRECTIONS, WAIVER, QUALITY 4.1. Acceptance. All Work must be complete and satisfactory in the reasonable judgment of the CBBEP, and will be indicated in writing by the CBBEP. 4.2. Corrections. PERFORMING PARTY will correct errors, omissions, and deficiencies at no charge to the CBBEP. 4.3. Waiver. No waiver, whether expressed or implied, shall be construed as a continuing waiver unless it is specifically described in writing as a continuing waiver. 4.4. Quality. 4.4.1. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract. 4.4.2. If required by CBBEP, PERFORMING PARTY will furnish satisfactory evidence (which may include reports of required tests) as to the kind and quality of materials and equipment. 4.4.3. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract. ARTICLE 5. PAYMENT 5.1. CBBEP will reimburse PERFORMING PARTY'S actual incurred costs of performance which are both: 1) allowable and 2) eligible for reimbursement. 5.2. Allowable Costs. A cost is allowable if it is within a category authorized by the Contract Documents and other rules, regulations, policies, guidelines, and statues applicable to this Contract including without limitation: 5.2.1. Contract Cost Budget of the Contract Documents (pertaining to authorized cost expenditures for this Agreement); 8 5.2.2. Uniform Grant Management Standards (UGMS) promulgated by the Office of the Governor of Texas; 5.2.3. TCEQ Allowable Expenditure Guidelines (pertaining to allowable costs for cost reimbursement contracts and grants); 5.2.4. CBBEP rules and policies (pertaining to CBBEP contracts and grants); 5.2.5. Other applicable State rules and statutes; 5.2.6. Federal regulations of EPA and other agencies and federal statues (pertaining to allowable costs where funding is from a federal source). 5.2.7. With regards to all references to UGMS within this contract, CBBEP agrees PERFORMING PARTY'S compliance with OMB Circulars A-21, A-110, and A-133 (applicable to universities) is functionally sufficient to comply with UGMS. 5.3 Eligible Costs. Costs are eligible for reimbursement when the PERFORMING PARTY has complied with the conditions/requirements stated in the Contract Documents. The requirements generally relate to the following: 5.3.1. performing the Work as specified; 5.3.2. conducting subcontract activities as specified; 5.3.3. conducting administrative activities as specified; 5.3.4. maintaining financial and administrative records and documentation; 5.3.5. submitting documents as specified and also upon request of CBBEP. 5.4. Payment Methods. CBBEP will pay approved requests for reimbursement upon receipt of funds for that purpose from TCEQ or other funding entity. CBBEP is not liable to make payment to the PERFORMING PARTY if funding is not available from TCEQ or other funding entity. CBBEP will reimburse PERFORMING PARTY'S allowable costs of providing Work which is timely and satisfactory, accepted by CBBEP, and in conformity with all requirements of this Contract and applicable law. Payment will be on a reimbursement basis of actual costs as expended. Payment will be made no more than 90 days after receipt of PERFORMING PARTY'S reimbursement request and CBBEP'S approval of PERFORMING PARTY'S reimbursement request. 5.5. Reimbursement of Actual Cost as Expended. PERFORMING PARTY will be paid on the basis of reimbursement of actual costs. At the intervals specified in the Contract Costs Budget, PERFORMING PARTY may submit a request for reimbursement of the actual costs it has incurred. All such requests must be accompanied by supporting documentation as required by this Contract. PERFORMING PARTY agrees that the CBBEP's obligation to reimburse the PERFORMING PARTY'S costs will remain within the Contract Costs Budget and that cumulative transfers among the budgeted direct cost categories must not exceed ten percent (10%) of the Total CBBEP Funding amount. 5.5.1. All reimbursement requests must be submitted to the CBBEP Project Representative on a completed CBBEP Financial Status Report (CBBEP Form 269a) or State of Texas Financial Status Report (Form 269a) and (as applicable) Supplemental Financial Status Report Forms 269a-1, 269a-2, 269a-3, and 269a-4. All requests must show the budgeted cost categories for the reported expenditures, indicating the amount remaining in each category. A final Financial Status Report must be submitted no later than (sixty) 60 days following the termination date of this Contract. CBBEP may refuse to reimburse expenditures for which the PERMORMING PARTY submits a voucher and/or Financial Status Report more than sixty (60) days after the termination date of this Contract. 9 5.5.2. All requests for reimbursement under this Contract shall contain sufficient identification of, and information concerning, the costs incurred so as to enable CBBEP to ascertain the eligibility of a particular expenditure and to enable subsequent audit thereof. 5.5.3. CBBEP will review the submittal and approve or reject the request for payment. 5.5.4. No funds may be expended under this Contract for the implementation of sampling and analysis activities, nor any activities subsequent thereto, prior to the receipt of written approval from the CBBEP of the Quality Assurance Project Plan for the project. 5.5.5. The PERFORMING PARTY is responsible, throughout the term of this Contract, for tracking and insuring that expenditure amounts under this Contract remain within the various budgeted cost categories. 5.5.6. If the requests for payment do not satisfactorily demonstrate the accomplishment of the required tasks, or that costs are allowable, eligible, actual and incurred costs, the CBBEP will reject the request until such time as the deficiencies have been corrected. 5.5.7. CBBEP is not obligated to make payment until the request for payment is approved by TCEQ or other funding agency. Further, the CBBEP reserves the right to suspend or withhold all or part of a payment or all payments as authorized by the Contract Documents. 5.6. Contract Costs Budget. In addition to other requirements for allowable costs, PERFORMING PARTY'S costs must be incurred for those categories of costs and in the amounts described in the Contract Costs Budget contained in the Contract Documents. The Contract Costs budget may be amended only by written agreement of the CBBEP and in accordance with these Contract Documents. The provisions of UGMS will be utilized to determine when costs are considered to be incurred. 5.7. Cost Documentation. To be eligible for reimbursement under this Contract, a cost must have been incurred within the time period indicated on a CBBEP Financial Status Report (CBBEP Form 269a) or State of Texas Financial Status Report (Form 269a) and either paid by the PERFORMING PARTY prior to claiming reimbursement from CBBEP or incurred by the last day of the time period indicated and liquidated no later than forty-five (45) days after the end of the time period indicated in Box 9 of the Financial Status Report. 5.7.1. The PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 269a, legible documentation that (1) serves to further identify the specific items, equipment or services provided, (2) clearly identifies the vendor who provided the items, equipment or services, and (3) that confirms the reimbursable amount listed on the form. 5.7.2. All requests for reimbursement shall be identified with respect to the major tasks or objectives set forth in Attachment A of this Contract that such expenditures support or satisfy. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not break down that particular expenditure by specific contract task or objective but may simply identify, in relative cost order, the various tasks or objectives supported. 5.7.3. All requests for reimbursement of expenditures that fall within the "Equipment" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-1 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. The attached documentation shall be either a purchase order marked "received/paid" or a vendor - submitted invoice similarly marked. "Equipment" is defined as tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $1,000 or more per unit. 10 5.7.4. All requests for reimbursement of expenditures that fall within the "Contractual" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-1 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. The attached documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous invoices. "Subcontractor" is defined as an individual, firm, or corporation having a direct contract with PERFORMING PARTY or with any other Subcontractor for the performance of a part of the Work. 5.7.5. All requests for the reimbursement of expenditures that fall within the "Supply" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-2 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of information. "Supplies" is defined as costs for materials or items having a purchase price (including freight) of less than $1,000. The PERFORMING PARTY shall not intentionally break up single orders of identical or similar items, materials or supplies simply for the purpose of avoiding the above requirement to provide confirming documentation when submitting reimbursement requests to CBBEP. 5.7.6. All requests for the reimbursement of expenditures that fall within the "Other" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a- 2 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of information. "Other" is defined as all direct cost items or services not previously identified, including, but not limited to: space rental, printing, utilities, registration and postage. 5.7.7. All requests for reimbursement of expenditures that fall within the "Personnel/Salary" or "Fringe" categories of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a-3 and identified by each employee name; title or position; salary for the period; and task number worked. In order to receive reimbursement, the PERFORMING PARTY shall provide copies of signed time sheets for all employees that will verify the total, overall hours of time being directly billed to this contract. Documentation for fringe benefits must list employee benefits that constitute cost with each employee listed on the Personnel/Salary section of the CBBEP Supplemental Form 269a-3. 5.7.8. All requests for the reimbursement of expenditures that fall within the "Travel" category of the budget shall be itemized by the PERFORMING PARTY on Supplemental Form 269a- 4 and identified with respect to the major tasks or objectives, set forth in Attachment A of this Contract, that such expenditures support or satisfy. All costs listed on Form 269a-4 must be supported by attached documentation that identifies the name of the traveler(s), and that substantiates the reported reimbursable costs. Documentation, for the purpose of substantiating travel related costs, includes the following: (1) legible copies of PERFORMING PARTY -approved travel vouchers, signed by the employees who traveled, and (2) for travel -related expenses borne directly by the PERFORMING PARTY (and thus for which reimbursement by the PERFORMING PARTY to the traveler was not required), separate receipts showing, at a minimum, the traveler's name, the travel location, and the travel dates(s). Any reimbursement for travel requested by the PERFORMING PARTY is subject to the limitations contained in General Appropriations 11 Act of the Texas Legislature. Travel by volunteers will not be reimbursed unless pre - approved by CBBEP. ARTICLE 6. SUBCONTRACTORS, OTHERS 6.1. Qualified Personnel. All employees and subcontractors employed by PERFORMING PARTY on or for the Work must have sufficient qualifications to perform the Work. 6.2. Objections. All subcontract agreements must be in writing and approved in advance by the CBBEP. The PERFORMING PARTY shall forward any proposed subcontractor agreement providing for the performance of work under this Contract's Scope of Work to CBBEP's Project Representative prior to execution of the subcontractor agreement. The CBBEP may, as of receipt of the proposed subcontractor agreement, provide written notice (fax acceptable) to the PERFORMING PARTY questioning whether the subcontractor agreement is for a legitimate purpose relating to the satisfaction of this Contract or has been procured in accordance with the minimum standards of the UGCMA and UGMS. The PERFORMING PARTY shall not enter into a questioned subcontractor agreement until the CBBEP has withdrawn all questions raised in the notice. PERFORMING PARTY will not employ an y particular subcontractor, supplier or other person or organization on or for the Work if CBBEP makes a reasonable written objection against such subcontractor, supplier, person, or organization. PERFORMING PARTY will not be required to employ any particular subcontractor, supplier or other person or organization if PERFORMING PARTY makes a reasonable objection. Neither the CBBEP's failure to question a subcontractor agreement nor its subsequent withdrawal of any questions raised regarding a subcontractor agreement shall in any way imply the CBBEP's approval of the subcontractor agreement's purpose of method of procurement of the subcontractor agreement. 6.3. Subcontracts. PERFORMING PARTY will include all provisions which may be necessary to accomplish all requirements of this Contract in its employment policies and contracts and its subcontracts, and shall require its subcontractors to do the same. Work performed under this contract will be considered a "public work". Wages prevailing in the area of the work performed will be paid in accordance with federal and state laws, including, as applicable, complying with the provisions of the Davis -Bacon Act (40 U.S.C., § § 276c and 18 U.S.C. § § 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. § § 327-333), regarding labor standards for federally assisted construction subagreement. 6.4. Contractual Expenditures. PERFORMING PARTY agrees that all contractual expenditures using funds provided under this Contract shall meet all procurement laws and regulations. PERFORMING PARTY must provide documentation to support the selection and award of the subcontractor. Reimbursement of subcontractors' expenditures for supplies, equipment and services shall be based on actual cost and may not be marked -up. 6.5. Management and Fiscal Monitoring. The PERFORMING PARTY shall be responsible for the management and fiscal monitoring of all subcontractors. The PERFORMING PARTY shall monitor its subcontractors to ensure that the subcontractors are operating consistently with applicable laws and regulations, applicable contracting policies, and these Contract Documents. The PERFORMING PARTY shall ensure that all subcontractors comply with all record keeping and access requirements set forth in these Contract Documents. Subcontractors performing services that are billed on the basis of time must provide copies of signed time sheets for all subcontractor employees billed to the project. Subcontractors billing for mileage may only charge the approved state mileage rate and must provide supporting documentation. Markup by subcontractors is not allowed. PERFORMING PARTY and subcontractors shall maintain detailed records. The CBBEP reserves the right to perform an independent audit of subcontractors. 6.6. Competition. All subcontracts awarded by the PERFORMING PARTY under this Contract will be awarded on the basis of competitive applications and proposals. All subcontracts for certain professional services (except contracts with other government entities authorized by relevant state laws), including engineering services, will be awarded in accordance with Texas Government Code Chapter 2254. All other subcontracts (except contracts with other government entities authorized by relevant state laws) awarded by the PERFORMING PARTY under this contract will be awarded on a competitive basis in 12 accordance with relevant procurement laws and regulations, including, but not limited to, UGMS, Texas Local Government Code Chapters 252, 262 and 271, and Texas Government Code 2156. The applications and proposals will be evaluated utilizing criteria including cost comparison, probable quality of goods or services, past performance and conformity with the requirements of the Contract Documents. The use of the "cost plus a percentage of cost" method of contracting is precluded by the Common Rule of OMB Circular A-102, as adopted by UGMS. ARTICLE 7. INTELLECTUAL PROPERTY 7.1. License of Future Rights. With respect to any intellectual property which is conceived, developed, written, invented, first actually reduced to practice or otherwise produced by PERFORMING PARTY, its employees, subcontractors, or subcontractor's employees during the performance of the Work, PERFORMING PARTY hereby assigns to CBBEP a nonexclusive, perpetual, irrevocable, enterprise -wide license to use, copy, publish and modify such intellectual property and authorize others to do so for CBBEP purposes. Upon termination of this Contract, all data and information by PERFORMING PARTY will be furnished to CBBEP. To the extent consistent with the rights of third parties, the State of Texas and/or the Federal Government shall also have the right to sell any intellectual property right it reserves or acquires through this Contract. 7.2. License of Existing Rights. PERFORMING PARTY grants to CBBEP, TCEQ and EPA, a nonexclusive, perpetual, irrevocable, enterprise -wide license to use, copy, publish, and modify any intellectual property in the Work and to authorize others to do so for CBBEP purposes. PERFORMING PARTY shall secure all necessary intellectual property licenses from third parties and warrants that the Work and the intended use of the Work will not infringe any property rights of any third -party. PERFORMING PARTY agrees to require its contractors to indemnify and hold harmless CBBEP from damages arising from or related to any infringement of rights in intellectual property. To the extent permitted by law, PERFORMING PARTY agrees to indemnify and hold harmless CBBEP from damages arising from or related to any infringement of rights in intellectual property. ARTICLE 8. SEVERABILITY The fact that a particular provision is held under any applicable law to be void or unenforceable in no way affects the validity of other provisions and the contract will continue to be binding on both parties. Any provision that is held to be void or unenforceable will be replaced with language that is as close as possible to the intent of the original provision. ARTICLE 9. SUSPENSION; TERMINATION 9.1. For Cause. In the event of PERFORMING PARTY'S failure to perform the Work as required by the Contract, violation of applicable law, substantial or material default, or other cause, CBBEP may suspend the Work or terminate this Contract for cause. 9.2. Force Majeure. In the event of delay or failure of performance caused by force majeure, CBBEP may terminate this Agreement in whole or part upon seven (7) days written notice. 9.3. For Convenience. Either party may terminate this Contract for convenience and without cause upon seven (7) days notice. 9.4. Payment Adjustment. If the CBBEP terminates for convenience or because of force majeure, PERFORMING PARTY shall be paid only for goods and services provided and necessary expenses incurred prior to termination. ARTICLE 10. SURVIVAL OF OBLIGATIONS All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with this Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion and acceptance of the Work and termination or completion of the Contract. 13 ARTICLE 11. LAWS AND REGULATIONS PERFORMING PARTY shall give all notices and comply with all applicable law regarding the Work. Except where otherwise expressly required by applicable law, CBBEP shall not be responsible for monitoring PERFORMING PARTY compliance with any applicable law. PERFORMING PARTY shall, except as otherwise provided in this Agreement, be responsible for obtaining any necessary licenses and permits. ARTICLE 12. AUDIT, ACCESS TO RECORDS The PERFORMING PARTY shall maintain books and records concerning all Work under this Contract (including that performed by subcontractors), and shall retain them for at least three (3) years from the date of termination of this Contract. The CBBEP, the TCEQ, the Texas State Auditor's Office, and EPA or any of their duly authorized representatives may review, audit, copy, or disclose the contents of such books or records at any time. ARTICLE 13. ACKNOWLEDGMENT OF FINANCIAL SUPPORT The PERFORMING PARTY shall acknowledge the financial support of the CBBEP, the TCEQ and EPA whenever work funded, in whole or part, by this Contract is publicized or reported in news media or publications. All reports and other documents completed as a part of this Contract, other than documents prepared exclusively for internal use within the CBBEP, shall carry the following notation on the front cover or title page: PREPARED IN COOPERATION WITH THE COASTAL BEND BAYS & ESTUARIES PROGRAM, INC., TEXAS COMMISSION ON ENVIRONMENTAL QUALITY AND/OR U.S. ENVIRONMENTAL PROTECTION AGENCY If the funding source is a U.S. agency other than EPA or TCEQ, the name of the appropriate funding agency should be substituted or included. ARTICLE 14. COST AND PRICE OF THIS CONTRACT If this Contract was not competitively procured or if payment is based on reimbursement of actual costs, then PERFORMING PARTY shall submit cost information sufficient for a cost analysis as required by Uniform Grant Management Standards (UGMS) and 40 CFR 31.36. This information must be submitted on forms provided by the CBBEP. ARTICLE 15. ACCOUNTING SYSTEMS AND PROPERTY MANAGEMENT SYSTEMS 15.1. PERFORMING PARTY shall have an accounting system which accounts for costs in accordance with generally accepted accounting standards or principles and complies with UGMS and 40 CFR 31.20. This system shall provide for the identification, accumulation, and segregation of allowable and unallowable project costs among projects. 15.2. PERFORMING PARTY shall have a property management system that complies with the standard of and requirements in UGMS and 40 CFR 31.32 through 31.33. ARTICLE 16. CLOSEOUT When CBBEP determines that all applicable administrative activities and all required work of this Agreement have been completed, or this Agreement is terminated, the CBBEP shall give Notice of Closeout of the Award. Within 30 days after the issuance of the NOTICE of Closeout of the Award, the PERFORMING PARTY must submit all financial, performance, and other reports as required' as a condition of the grant. These reports may include, but are not limited to: 1. All performance or progress reports required by this Agreement. 2. Financial Status Report. 14 3. Final request for payment. 4. CBBEP Release of Claims form. ARTICLE 17. MISCELLANEOUS 17.1. Except as otherwise provided in this Contract, PERFORMING PARTY will direct all communications with the CBBEP to the Project Representative designated by the CBBEP. The PERFORMING PARTY will designate a Project Representative to receive all communications from the CBBEP. Both Project Representatives will be designated in writing (see Project Representatives / Records Location). 17.2. "Time is of the Essence" will apply to all time limits stated in the Contract. However, PERFORMING PARTY and CBBEP may mutually agree in writing to extend the PERFORMING PARTY'S time of performance when PERFORMING PARTY requests a no -cost extension, so long as CBBEP obtains an extension to its grant and this contract's term does not extend beyond CBBEP's contract for the grant. Such extension of time to this contract shall not constitute a breach of contract by the PERFORMING PARTY. 17.3. The PERFORMING PARTY will adhere to all applicable standards, principles and guidelines detailed in UGMS, including those related to financial monitoring, auditing and record keeping. 15 FEDERAL CONDITIONS ARTICLE 1. FEDERAL REQUIREMENTS This Contract is funded in part with federal grant money. The following conditions apply to this Contract in addition to all other contract terms. All applicable requirements of CBBEP's federal grants and 40 CFR Parts 30 through 35 are incorporated herein by reference (CBBEP will provide copies of applicable federal grants or regulations upon request). The term "PERFORMING PARTY" as used in these Federal Conditions means either PERFORMING PARTY or CONTRACTOR, as applicable. ARTICLE 2. DEBARMENT On or prior to the effective date of this Contract, PERFORMING PARTY must submit a Certification Regarding Debarment, Suspension, and Other Responsibility Matters. PERFORMING PARTY must also submit a Certification Regarding Debarment, Suspension, and Other Responsibility Matters / Lower Tier for each subcontractor it employs to conduct the Work. These certifications must be submitted on forms provided by the CBBEP. ARTICLE 3. MINORITY BUSINESS ENTERPRISES / WOMEN'S BUSINESS ENTERPRISES (MBE/WBEs) PERFORMING PARTY shall take steps to encourage participation by minority business enterprises and women's business enterprises in the performance of this Contract. 16 STORM WATER PUBLIC EDUCATION AND OUTREACH PLAN Introduction Ever since the City of Corpus Christ received its National Pollution Discharge Elimination System (NPDES) Permit in 1995, Storm Water and other departments have performed public education and outreach to improve water quality. The City's original Storm Water Management Plan described some of these activities. On August 11, 2008, the City received its new Texas Pollution Discharge Elimination System (TPDES) Permit. In order to maximize the flexibility of the new Storm Water Management Plan in regards to public education and outreach, staff decided to create a separate document: the "Storm Water Public Education and Outreach Plan". The function of this external document is to delineate a set of outreach programs performed or to be performed by the City without "freezing" those programs within the confines of the Storm Water Management Plan. By doing so, staff hope that it will be a simpler process to drop those outreach programs which have fulfilled their function or amend those which have not. It will be a simpler process, as well, to add new programs. The inherent ability to modify a document external to the Storm Water Management Plan gives the City the ability to respond more quickly to changes in the community and in regulation as well as budgetary considerations. The "Storm Water Public Education and Outreach Plan" should be considered a "living document." That is, what is presented in Fiscal 2008-2009 captures focus topics that were identified via a telephone survey conducted by Texas A&M — Corpus Christi's Social Science Research Center (SSRC) of the College of Liberal Arts as well as the exigencies of an emerging storm water utility and a new Texas Pollution Discharge Elimination System (TPDES) Permit ("Permit"). Over the course of time, the focus topics in this Plan will change to deal with new areas of concern brought to light from subsequent community surveys as well as changes in Permit requirements or community situations. This document is a tool to assist in developing the particulars for each targeted outreach effort. It is expected that each focus topic will take a period of time to a) develop the outreach materials and b) implement the outreach effort. This outreach effort should have a specific duration of activity, for example, six months, one year, two years, continuously, etc. At the end of the outreach period, an evaluation via survey or other methodology should take place to determine overall effectiveness of the program. The evaluation will determine whether additional modified efforts should take place or whether new focus topics should be addressed. Over time, the focus topics should become more and more specific to targeted audiences. Ultimately, the "Storm Water Public Education and Outreach Plan" will consist of focus topics directed towards service station operators, car wash owners, or other such very specific audiences and problems or issues related thereto. This will, of course, necessitate the use of surveys, inspections or other data - gathering tools in order to identify the issues. Plan Organization The "Storm Water Public Education and Outreach Plan" covers several topics. Each topic begins with a table which summarizes the driving force(s), goals, objectives and methods with which the objectives will be met. As this is a living document, the methods of achieving goals 1 may not represent everything that is actually done. However, they do provide a baseline of ideas for reaching the desired target audiences. As each focus topic is addressed by the Outreach and Education staff, the message(s) and distribution methods will be more fully fleshed out. Following each summary table, information is provided which gives more insight both on what is driving the outreach and education Focus topic and how that program is to be implemented. Finally, a copy of the 2008 Storm Water Survey instrument and survey results is provided. It is anticipated that the City of Corpus Christi Storm Water Survey will be performed approximately every five years. This will allow staff the ability to assess the effectiveness of ongoing outreach and education programs as well as to identify new areas of concern regarding non -point source pollution. It is important that specific questions in the 2008 survey which generate Focus topics be included each time the survey is performed so that trends in response can be determined 2 FOCUS: TWO SEPARATE DRAINAGE SYSTEMS Driving Force: In FY 09-10, the City will start charging a separate storm water utility fee to finance the City's Storm Water Management Program. Initial survey indicates more than half the population does not know that the storm water system is separate from wastewater drainage system or that storm water runoff is not treated. Goal: Within one year of implementation, increase awareness by more than 75% of the population that there are two separate drainage systems and that storm water runoff is untreated. Objective: Develop and implement a public education program about the two drainage systems. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and implement a public education program about the two drainage systems. Utility Customers The storm water system is separate from the wastewater system and storm water is not treated. Tri -fold brochure Via utility bills Storm Water Dept. Post -program survey Viewing public Power Point slide Bulletin Board message — CCTV Subscribers 1/4 page ad Caller -Times Public Tri -fold brochure City website 3 FOCUS: TWO SEPARATE DRAINAGE SYSTEMS Background In a statistically valid telephone survey of Corpus Christi residents performed by SSRC in May 2008, 34.2% of the population thought the City's sanitary sewer system and storm water system flowed through the same pipe Another 20.5% did not know whether or not this condition was true or refused to answer the question (2008 survey question #6). Additionally, nearly 31% of the population believes storm water runoff is treated or do not know if it is or not (2008 survey question #7). Given that potentially 54.7% of the Corpus Christi population does not know that storm water systems are separate from wastewater systems and that storm water runoff is untreated, one of the first steps in the Outreach Plan should be to educate the population on this regard. A person who thinks storm water is treated may behave differently than one who understands the significance of untreated storm water. Simultaneous to the citizen survey, City Council approved an ordinance creating a storm water utility. Previous to this point, the Storm Water Department was part of the Water Fund. Effective with Fiscal Year 2008-2009, Storm Water had its own fund. Separate charges for storm water are expected to begin in August 2009. The Storm Water Department will be able to take advantage of heightened publicity during the charge development stage to further educate the population on the separate storm sewer system (MS4). Goal The goal of this outreach topic is to educate the population so that more than 75% know that the storm water system and the wastewater system are separate. Additionally, the populace will have a better understanding of the structure of the system and how it operates. General information regarding non -point source pollution and storm water runoff will be provided as well. Objective The objective of this Focus topic is to develop a comprehensive public education program regarding the storm water and wastewater systems, focusing on the MS4. The fundamental message is that the storm water system is separate from the wastewater system and that storm water is not treated. Methodology The message of this topic is that the storm water system is separate from the wastewater system and that storm water is not treated. A multi -pronged approach to outreach on this Focus topic will be used. The components will include the following: • Target Audience: Utility customers. Utility customers will receive a brochure with their bills in mid -Fiscal 2008-2009. This brochure will subsequently be available as part of the new -customer information packet at the City's Utility Business Office. This 4 brochure will also be available at Department presentations and exhibits. Duration: 1 month initial mailout, ongoing thereafter. • Target Audience: Viewing public. A simple bulletin board message on the City's closed circuit TV (Channel 20) will be aired during Fiscal 2008-2009 and 2009-2010. Duration: 1 month, repeated a second year. • Target Audience: Subscribers. An advertisement will be developed and published in the Corpus Christi Caller -Times during the latter half of Fiscal 2008-2009. This ad will be repeated every two years. Duration: published one day. • Target Audience: On-line viewers. The brochure developed for utility customers will be posted on the City's website. Duration: ongoing. Evaluation A question regarding the separate systems will be added to the City of Corpus Christi Citizen Satisfaction Survey performed by SSRC. The results of this question will determine whether the outreach program in its entirety or in a modified state needs to be repeated. 5 FOCUS: STORM WATER UTILITY SERVICES Driving Force: In FY 09-10, the City will start charging a separate storm water utility fee to finance the City's Storm Water Management Program. Initial survey indicates that half the population does not understand that they benefit every day from services delivered by the Storm Water Department. Goal: Within one year of implementation, increase awareness by more than 75% of the population of the benefits of storm water services. Objective: Develop and implement a public education program about the utility. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and implement a public education program about the utility. Utility Customers You benefit every day from the storm water department's services. Tri -fold brochure Via utility bills Storm Water Department Post - program survey Viewing public Informational short film CCTV Subscribers 1/4 page ad Caller -Times Public Tri -fold brochure City website 6 FOCUS: STORM WATER UTILITY SERVICES Background During the May 2008 Storm Water Survey fully 67.3% of the respondents said they had not personally benefited from storm water services (2008 survey question #33). Given that the population drives on City streets daily and that localized flooding rarely occurs, this seems to demonstrate a significant lack of understanding regarding the range of Storm Water Department services. Given the fact that a separate line item for Storm Water Utility charges will be appearing on utility customers' bills effective August 2009, it is important that citizens understand the benefits for which they are paying. Goal The goal of this outreach topic is to educate the population so that more than 75% knows that they benefit daily from the services of the Storm Water Department. Objective The objective of this Focus topic is to develop a comprehensive public education program regarding the Storm Water Department's services and the use to which collected revenues will be made. In doing so, it is hoped that the populace will understand the value of the storm water utility. Methodology The message of this topic is that citizens benefit every day from the Storm Water Department's services. A multi -pronged approach to outreach on this Focus topic will be used. The components will include the following: • Target Audience: Utility customers. Utility customers will receive a brochure with their December 2008 bills. This brochure will subsequently be available as part of the new -customer information packet at the City's Utility Business Office. This brochure will also be available at Department presentations and exhibits. Duration: 1 time initial mailout, ongoing at UBO. • Target Audience: viewing public. A short informational video will be produced mid - Fiscal 2008-2009 which will be aired several times a week on the City's closed circuit television station (Channel 20) during the spring and summer of 2009. This video will be continued in rotation, but at a less intense level subsequently. Duration: ongoing. • Target Audience: Subscribers. An advertisement will be developed and published in the Corpus Christi Caller -Times during the latter half of Fiscal 2008-2009. This ad will be repeated in Fiscal 2009-2010. Duration: 1 day publishing, repeated a second year. • Target Audience: On-line viewers. The brochure developed for utility customers will be posted on the City's website. Duration: ongoing. 7 Evaluation A question asking if a respondent has personally benefitted from Storm Water Department services will be added to the City of Corpus Christi Citizen Satisfaction Survey performed by SSRC. The results of this question will determine whether the outreach program in its entirety or in a modified state needs to be repeated. 8 FOCUS: POLLUTION PREVENTION TRAINING - OPERATIONS Driving Force: City forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each department has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Goal: Train employees of each department on ways to recognize, and to prevent, non -point source pollution during routine work. Objective: Develop and implement a department -specific pollution prevention training program City- wide. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and City It's our Permit Training In-house Environmental Pre- and implement a Depart- and our program training Services Post -training department- specific ments responsibility. Department & Storm Water evaluations Periodic pollution prevention training program City-wide. Know how your day-to-day operations impact the MS4 and how you can perform your job while minimizing pollution. Department audits 9 FOCUS: POLLUTION PREVENTION TRAINING - OPERATIONS Background City forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each department has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Implementation Date / Sequence Fiscal year 2009-2010 Goal The goal of this outreach topic is to train employees within specific departments to use nonpolluting practices in their day-to-day operations . Objective The objective of this Focus topic is to develop and implement a department -specific training program City-wide. Methodology The message of this topic is "It's Our Permit and Our Responsibility." City staff needs to know how their day-to-day operations impact the MS4 and how they can perform their jobs while minimizing pollution. • Target Audience: City Departments. A multi -faceted training program will be implemented by the Environmental Services and Storm Water departments. Although the program is yet to be developed, it will include an array of training methodologies such as classroom presentations (with Power Point) and on-site demonstrations with hands-on practice. The program will be designed such that after initial training, departments may request additional training on an as -needed basis. Evaluation Students will receive a "status of knowledge and practices" quiz before training begins. This quiz will be retaken after the training program is completed. Additionally, participating departments will be subject to periodic audits to ensure compliance with best management practices. 10 FOCUS: POLLUTION PREVENTION TRAINING - CONSTRUCTION SITES Driving Force: Commercial construction forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each company may have its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Goal: Train employees of each construction company on ways to recognize, and to prevent, non -point source pollution during routine work. Objective: Develop and implement a pollution prevention training program for construction site inspectors, contractors and operators. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and Commercial How to Training Similar to San Storm Water Pre- and implement a sector: properly program Antonio Water Department Post -training pollution contractors conduct a System's evaluations prevention and site site TPDES Periodic training program for operators. inspection and the Inspector Training inspections construction site inspectors, contractors and operators. City sector: construction inspectors. regulatory expectations of such an inspection. Workshop 11 FOCUS: POLLUTION PREVENTION TRAINING - CONSTRUCTION SITES Background Commercial construction forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each company has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. By having inspectors, contractors and operators of construction sites go through the same training, each party will know exactly what the regulations and expectations are and non- compliance should be reduced. Goal The goal of this Focus topic is to train construction site inspectors and members of the construction industry in the correct way to perform inspections and the regulatory requirements regarding those inspections. Objective The objective of this Focus topic is to develop and implement a pollution prevention training program for construction site inspectors, contractors and operators. Methodology The message of this topic is that developers and contractors need to know how their day-to-day operations impact the City's MS4 and how they can perform their jobs while minimizing pollution and meeting regulations. • Target Audience: Commercial contractors and site operators and City construction inspectors. The City of Corpus Christi will implement a training program based on the San Antonio Water System's "TPDES Inspector Training Workshop" program. Duration: 1/2 day workshops, frequency to be determined. Evaluation Students will receive a "status of knowledge and practices" quiz before training begins. This quiz will be retaken after the training program is completed. Additionally, participating departments will be subject to periodic audits to ensure compliance with best management practices. 12 FOCUS: POLLUTION PREVENTION - BACTERIA Driving Force: According to initial surveys, 20% of the population is not aware that pet waste contains bacteria and adversely impacts storm water runoff which ultimately flows untreated to receiving waters. Goal 1: Change population behavior by increasing awareness of the impact of pet waste on storm water runoff and encourage behaviors that minimize bacteria levels in local water bodies. Goal 2: Increase reporting of wastewater manhole overflows. Objective 1: Alter the way the public cleans up after their pets, picking up and disposing of pet waste properly. Objective 2: Make citizens more aware of wastewater manhole overflows and how/when to report them. Objective Target Audience Message Format Distribution Responsible Party Evaluation 1. Alter the way the public cleans up after their ets p, picking up and disposingdoesn't of pet waste properly. Pet owners "Please Pick Up My Poop" Pet waste may be natural, and it may be organic, but that mean it should be left on the ground. Pet waste left on the ground ends up in our waterways after a rain storm. That can make our beaches unsafe for swimming. It's up to the pet owner to properly dispose of pet waste. Tri -fold brochure Local pet stores and veterinary offices Storm Water Department Post - program survey City website Park & Recreation Department (dog park) Power Point slide Bulletin Board message - CCTV PSA Cable TV CCTV Billboard (TCEQ) Crosstown Expressway 13 Objective Target Audience Message Format Distribution Responsible Party Evaluation 2. Ropes and Report Flyer Targeted Storm Water Reduction Make citizens more aware of wastewater manhole overflows and how/when to report them. Cole Park neighborhood residents overflows mailout Department in number of unreported overflows 14 FOCUS: POLLUTION PREVENTION - BACTERIA Background In the City's 2008 Storm Water Survey 20% of the participants either did not believe pet waste impacted storm water runoff or did not know/refused to answer the question (2008 survey question #8). Of the 187 participants (43%) that answered the question regarding whether or not they picked up pet waste, 25.7% replied in the "Never / Rarely / Sometimes / Often" ranges (2008 survey question #24). Pet and animal waste, along with illicit discharges of wastewater, is a leading cause of harmful bacteria in receiving bodies of water. Because the City's receiving waters are used for recreational and commercial purposes, it is important to reduce the presence of harmful bacteria and maintain clean water quality. Goal The goal of this Focus topic is to increase the population's awareness of the impact of pet waste on storm water runoff and to encourage behaviors that minimize harmful bacteria levels in local water bodies. Objective The objective of this Focus topic is to alter the way the public cleans up after their pets such that they pick up and dispose of pet waste properly. Methodology The message of this topic is that pet waste may be natural and it may be organic, but it doesn't belong on the ground. Pet waste left on the ground ends up in our waterways after a rain storm. The resulting polluted runoff can make local beaches unsafe for swimming or other recreational activities. It is the pet owner's responsibility to properly dispose of pet waste. • Target Audience: Pet Owners. • The Storm Water Department will use a multi -faceted approach to address this subject: o A brochure directed towards pet owners regarding proper disposal of pet waste will be developed and will be distributed to local pet stores and veterinary offices / hospitals. This brochure will also be given to the City's Park & Recreation Department for use with their dog park program and will be posted on the City's website. This brochure will be continuously available to the public. Duration: ongoing following implementation. o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). Duration: This message will run continuously. o A Public Service Announcement will be created and will be aired on both cable television and the City's closed circuit television station. The PSA will run 15 continuously on CCTV and will run on a concentrated basis during a two month period every two years. Duration: ongoing following implementation. o A billboard such as the TCEQ "Please Pick Up My Poop" design, will be displayed on Crosstown Expressway and South Padre Island Drive (East of Crosstown Expressway). These billboards will be displayed for a one-month period each during the two-month period that PSA's are running on cable television every two years. Duration: two months. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 16 FOCUS: LITTER REDUCTION Driving Force: Regulation prohibits putting anything but rain water into the City's MS4 which goes untreated into receiving water bodies. Goal: Reduce the amount of floatables in the MS4 and in storm water runoff. Objective: Promote awareness of the impact of litter on our local receiving water bodies and stopping litter at the source. Objective Target Audience Message Format Distribution Responsible Party Evaluation Promote awareness of the impact of litter on our local receiving water bodies and stopping litter at the source. Elementary School Children "Keep it clean!" Tex & Dot presentations Elementary school classes Storm Water Department Post - presentation oral quiz Middle School Children Storm Water Curriculum Area Middle Schools In -class testing High School Children Storm Water Curriculum Area High Schools In -class testing Public Billboards High traffic areas or targeted neighborhoods Post -program surveys PSA Cable TV CCTV "Trash Trail" Caller -Times "After the Storm" video CCTV Promotionals & literature Various opportunities Stencils Stenciling events Elementary School Children Anti -litter / anti- pollution Classroom lessons Schools upon request Water Department Teachers' guides City website Reduce, Reuse & recycle Classroom lessons Upon request Elementary School children Reduce, Reuse & recycle Information City website Solid Waste Services Kirby Classrooms & community events Public Educational Literature Community events 17 FOCUS: LITTER REDUCTION Background Federal and State regulations prohibit putting anything but rain into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize public reporting of illicit discharges or improper disposal of materials, including floatables, into the MS4. Various departments within the City participate in anti -littering outreach and education efforts. This is a long-term part of Solid Waste's recycling program, Water's water quality program, and the Storm Water Department's polluted runoff prevention program. Other departments participate in anti -littering and non -point source pollution outreach, but not through formal programs. For Water, Storm Water and Solid Waste, this focus is continuous and ongoing and constitutes a significant part of the departments' outreach and education efforts. Goal The goal of this Focus topic is to decrease the amount of floatables in the MS4 and in storm water runoff. Objective The objective of this Focus topic is to promote awareness of the impact of litter on our local receiving water bodies and alter public behavior to stop litter at the source. Methodology The message of this topic is "Keep it clean!" The only thing that should flow into the storm drainage system is clean rain water. Target Audience: School children (Elementary, Middle and High School) and the Public. Three utility departments uses different mechanisms to implement education and outreach for this topic. • The Storm Water Department uses a multi -faceted approach to the subject: o The "Keep it Clean" motto and the department's hot line phone number appear on all promotional items, literature, billboards and public service announcements. o The Tex & Dot activity book provided courtesy of the Texas Department of Transportation is used with Elementary School children. o A Storm Water Curriculum will be developed and will be used in area schools. o Outreach materials created by school-age children as a part of the curriculum will be used in the department's public outreach efforts. o Billboards will be placed at strategic locations throughout the City and will be rotated on a routine basis. o Public Service Announcements will be aired on cable television and the City's closed circuit television station (Channel 20). o The "After the Storm" video regarding non -point source pollution will be aired on the City's closed circuit television station. 18 o A full page advertisement/printing of the trash trail will take placed in the Corpus Christi Caller -Times newspaper every five years. o The department will give presentations to local schools, teachers' training seminars and other organizations. o The department will have booths at local community events. o The department will do inlet stenciling events with local organizations. • The Water Department also uses several resources for water quality outreach and education: o Several activity books / curricula are available for use by local schools upon their request. These include Toby Globy, Major Rivers, Water Wise, The Story of Drinking Water, and Splash. o Provide literature on clean water quality at community events. • The Solid Waste Department uses several resources for promoting reducing, reusing and recycling: o Maintain information on City's website. o Use the mechanical mascot Kirby at events. o Provide literature at community events. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 19 FOCUS: HOUSEHOLD HAZARDOUS WASTE MANAGEMENT Driving Force: There is a need to promote and publicize the proper management and disposal of used oil and household hazardous wastes. Goal: Promote proper management and disposal of used oil and household hazardous waste. Objective: Educate the public, commercial and private sectors on the proper management and disposal of used oil and household hazardous waste. Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate the public, commercial and private applicators and distributors on the proper management and disposal of used oil and household hazardous waste. Public Dispose of HHW and used oil appropriately. Information City website Solid Waste Services Amount disposed of Educational literature Presentations, booths, etc. PowerPoint Slide Bulletin Board message — CCTV PowerPoint Slide Bulletin Board message — CCTV Storm Water Department Post - program survey Educational literature Presentations, booths, etc. City website 20 FOCUS: HOUSEHOLD HAZARDOUS WASTE MANAGEMENT Background Federal and State regulations prohibit putting anything but rain into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize the proper management and disposal of used oil and household hazardous wastes. The City's Solid Waste Services Department holds primary responsibility for management of the collection of household hazardous waste, including residential used motor oil. The Storm Water Department provides financial assistance to this effort as well as providing information to the public. Goal The goal of this Focus topic is to promote proper management and disposal of used oil and household hazardous waste. Objective The objective of this Focus topic is to alter peoples' behavior by educating the public and private sectors on the proper management and disposal of used oil and of household hazardous waste. Methodology The message of this topic is to dispose of chemicals properly. A catchy motto will be developed to reflect this message succinctly. • Target Audience: the Public. • The Storm Water Department will use a multi -faceted approach to address this subject: o Two new brochures will be developed in calendar 2009: one for household hazardous waste and one for disposal of used oil. These brochures will also be posted on the City's website and will be available to the public. o Simple Power Point slides will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). These messages will run continuously. o During presentations to the public, or at community events, information will be provided regarding this Focus topic. o Information on proper disposal of household hazardous waste and used motor oil will be provided at workshops for residential sector herbicide, pesticide and fertilizer application, etc. 21 • The Solid Waste Services Department will use a multi -faceted approach to address this subject: o Information regarding the J. C. Elliot Transfer Station will be posted on the City's website 0 o Educational literature regarding household hazardous waste and used motor oil disposal will be made available at community events. o A Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, information from Solid Waste Services regarding amount of items picked up at the Citizens Transfer Station will be monitored and compared from year to year. If possible, information will be garnered from local used motor oil recycling centers. 22 FOCUS: FERTILIZERS, PESTICIDES & HERBICIDES MANAGEMENT Driving Force: Nearly half the population fertilizes their lawns, but of those the vast, majority has not had their soil tested to determine if fertilizer is even needed. Herbicides are frequently included in fertilizers so these may be applied inappropriately as well. There is a need to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors to minimize the discharge of the substances into storm water runoff. Goal: Minimize the application of chemical fertilizers, herbicides and pesticides and promote natural alternatives Objective: Increase awareness of non -chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Objective Target Audience Message Format Distribution Responsible Party Evaluation Increase awareness of non- chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Homeowners / occupants, homeowners' associations / and apartment / landscape managers Don't weed and feed Workshops (Residential and Commercial) Public facility Storm Water Department Post -workshop survey Bulletin Board message — CCTV Free soil testing Newspaper advertisements Number of redeemed coupons Brochures & literatures Educational literature Presentations, booths, etc. Post -program survey City website Garden Nature's Way with Xeriscape or Earthkind techniques Xeriscape Learning Center and Design Garden Located at Museum Water Dept. & Museum Educational Literature Presentations, booths, etc. Workshop Public facility PowerPoint slide Bulletin Board message - CCTV 23 Objective Target Audience Message Format Distribution Responsible Party Evaluation Increase awareness of non- chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Homeown ers / occupants. The right place at the right time. Know the right way to apply, store and dispose of pesticides, herbicides and fertilizers Workshops - Residential Public facilities Storm Water Department Post -workshop survey Bulletin Board message — CCTV Educationa 1 literature Presentations, booths, etc. Post -program survey City website PSA Cable TV CCTV Commerci al and private applicators and distributors Workshops - Commercia 1 Public facilities Post -workshop survey Educationa 1 literature Targeted mailing City website 24 FOCUS: FERTILIZERS, PESTICIDES & HERBICIDES MANAGEMENT Background Federal and State regulations prohibit illicit discharges and improper disposal into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors. Goal The goal of this Focus topic is to minimize the application of chemical fertilizers, herbicides and pesticides and to promote natural alternatives. Objective The objective of this Focus topic is to increase awareness of non -chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Methodology This Focus topic has three messages: 1) do not weed and feed and use non -chemical means where possible; 2) garden the Xeriscape and Earthkind way; and 3) know the right way to apply, store and dispose of pesticides, herbicides and fertilizers. • Target Audiences: home owners or occupants, homeowners' associations, apartment landscape managers, commercial and private applicators and distributors of pesticides, fertilizers and herbicides. o The Storm Water Department uses a multi -faceted approach to each of the first and third subjects: ■ Do not fertilize / use non -chemical means where possible: • Workshops will be held on a routine basis for both the residential and commercial sectors. • A simple Power Point slide will be created and will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. • The department will coordinate with the Texas AgriLife Extension Center to sponsor free soil testing for City of Corpus Christi 25 residents. This will be advertised in the newspaper and in department literature. • A brochure will be created regarding this subject and will include a coupon for free soil testing. This brochure will be made available at all events where the department has a booth or does a presentation. • The brochure will be made available on the City's website and a printable coupon for free soil testing will be developed. • Know the right way to apply, store and dispose of pesticides, herbicides and fertilizers: • Workshops will be held on a routine basis for the commercial sectors. • A simple Power Point slide will be created and will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. • A brochure for the residential sector will be created regarding this subject. This brochure will be made available at all events where the department has a booth or does a presentation and will be posted on the City's website. • A Public Service Announcement will be created and will be aired on cable television and on the City's closed circuit television station (Channel 20). • A targeted mailing to the commercial sector will be done that will include a brochure specific to this sector. o The Water Department addresses the Xeriscape gardening message in a multitude of ways: • The Xeriscape Learning Center and Design Garden is maintained at the City's Museum of Natural History. • Educational literature regarding xeriscape gardening is made available at community events. 26 • A Power Point slide is cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message runs continuously. • A presentation on Xeriscape gardening is given at Storm Water Department -sponsored workshops for the commercial and residential sectors. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place every five years will be compared to determine the change in behaviors regarding soil testing, fertilizing, and disposal of chemicals. Additionally, the number of coupons for free soil testing redeemed by the public will be recorded. 27 FOCUS: STORM WATER SAFETY Driving Force: Although initial surveys indicate that a large majority of the population understands that it is never safe to drive through a flooded street or to play in flood waters, this is a public safety message that must be constantly relayed. Goal: Maintain awareness about storm water safety. Objective: Continue the message of storm water safety issues. Objective Target Audience Message Format Distribution Responsible Party Evaluation Continue the message of storm water safety issues. General Public Play it safe: stay out of storm waters. AND National Weather Service's "Turn Around Don't Drown" campaign PSA Cable television Storm Water Department Post - program survey PSA CCTV Viewing public Power Point slide Bulletin Board message — CCTV Subscribers 1/4 page ad Newspaper Ad General public (something) City website 28 FOCUS: STORM WATER SAFETY Background Because of the inherent risks of playing in, or driving through, storm water runoff, it is important that the City continuously remind the public about storm water safety. Goal The goal of this Focus topic is to maintain public awareness of the dangers of storm water runoff and that it is never safe to play in, or drive through, storm water runoff. Objective The objective of this Focus topic is to continue educating the public on storm water safety. Methodology There are two messages to this topic: Play it safe, stay out of storm water, and "Turn Around Don't Drown." • Target Audience: the Public. The Storm Water Department will use a multi -faceted approach to address this subject: o A Public Service Announcement will be developed regarding storm water safety. This PSA will be aired on cable television and on the City's closed circuit television station (Channel 20). Duration: 1 month each year. o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A '/4 page advertisement will be developed and will be printed in the Corpus Christi Caller -Times. Duration: 1 day per year. o The City will implement aspects of the National Weather Service's "Turn Around Don't Drown" program. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 29 FOCUS: MINIMIZING OVERGROWTH & SEDIMENT ACCUMULATION Driving Force: The City's curbs and gutters are part of the MS4. City ordinance requires property owners or occupants to keep their abutting curbs, gutters and sidewalks clear of debris, overgrowth and sediment. Goal: Citizens will keep their curbs, gutters and sidewalks clear of overgrowth and sediment. Objective 1: Educate property owners and occupants about the need to keep their curbs & gutters free and clear. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants and occupants on why they need to keep their sidewalks, curbs and gutters clear of debris, overgrowth and sediment. Property owners, occupants or tenants Keep it clean. Keep it clear. By keeping your sidewalks, curbs and gutters clean and clear, you allow storm water to keep flowing. That reduces the chance of flooding and pooling of water. Informational short film CCTV Storm Water Department Post - program survey PowerPoint Slide Bulletin Board Message - CCTV Brochures Exhibits and presentations Ordinance (and its meaning) City website Code Enforcement citations / warnings for overgrowth, etc. go down in number. Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. 30 FOCUS: MINIMIZING OVERGROWTH & SEDIMENT ACCUMULATION Background The City's curbs and gutters are part of the MS4. City ordinance requires property owners or occupants to keep their abutting curbs, gutters and sidewalks clear of debris, overgrowth and sediment. Goal The goal of this Focus topic is to have citizens keep their curbs, gutters and sidewalks clear of overgrowth and sediment. Objective There are two objectives to this topic. The first is to educate property owners and change their behaviors so that they keep their curbs, gutters and sidewalks clear of overgrowth and sediment. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping sidewalks, curbs and gutters clean and clear, property owners allow storm water to keep flowing. Free-flowing runoff reduces the chance of localized flooding and pooling of storm water. • Target Audience: property owners, tenants and occupants. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. 31 Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 32 FOCUS: BRUSH MANAGEMENT Driving Force: Property owners, tenants, and occupants continue to put their brush and bulky trash in the street or overhanging the curb / gutter. This can block storm water runoff, preventing it from freely flowing in the MS4, and thus potentially causing localized flooding. Goal: Property owners, tenants, and occupants will properly place brush and bulky trash in the street / curb / gutter area in accordance with City ordinance. Objective 1: Educate property owners, tenants, and occupants on proper placement of brush and bulky trash in the street / curb /gutter. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants, and occupants of improper placement of brush and bulky trash in the street / curb /gutter. Property owners, occupants or tenants Keep it clean. Keep it clear. By keeping the streets, curbs and gutters clean and clear, you allow storm water to keep flowing. That reduces the chance of flooding and pooling of water. Informational short film CCTV Storm Water Department Post - program survey Brochures Exhibits and presentations Ordinance (and its meaning) City website Information City website Solid Waste Services Brush pick- up schedule Utility Bills Code Enforcement citations / warnings for brush, etc. in street go down in number. Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. 33 FOCUS: BRUSH MANAGEMENT Background Property owners, tenants, and occupants continue to put their brush and bulky trash in the street or overhanging the curb / gutter. Not only does this allow more leaves and trash to flow into the MS4, but it can block storm water runoff, preventing it from flowing freely in the MS4, and thus potentially causing localized flooding. City Ordinance requires that brush not be placed in the curb or in roadside ditches unless authorized by the Storm Water Director. Goal The goal of this Focus topic is to have property owners, tenants, and occupants properly place brush and bulky trash out for pick up in accordance with City ordinance. Objective There are two objectives to this topic. The first is to educate property owners, etc. and change their behaviors so that they set out their brush and bulky trash in accordance with City ordinance. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping sidewalks, curbs and gutters clean and clear, property owners keep leaves and debris out of the MS4 and allow storm water to keep flowing. Clear curbs and gutters help to ensure non -polluted storm water runoff and free-flowing runoff reduces the chance of localized pooling and flooding of storm water. • Target Audience: property owners, tenants and occupants. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. 34 o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. o Solid Waste Services maintains information on the City website regarding proper setout of brush/bulky trash as well as the brush pick-up schedule. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 35 FOCUS: GRASS CLIPPINGS MANAGEMENT Driving Force: Residential and commercial mowers continue to blow grass into the street and inlets. Goal: Property owners, tenants, and occupants will properly dispose of grass clippings in accordance with City ordinance. Objective 1: Educate property owners, tenants, and occupants on proper disposal of grass clippings. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants, and occupants on proper disposal of grass clippings Property owners, occupants or tenants and commercial lawn care services In the grass or in the trash! By keeping grass clippings off of the street and out of the inlets, you allow storm water to keep flowing. That reduces the chance of flooding and helps keep water nutrient - free. Informational short film CCTV Storm Water Department Post - program survey Brochures Exhibits and presentations Ordinance (and its meaning) City website Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. Code Enforcement citations / warnings for brush, etc. in street go down in number. 36 FOCUS: GRASS CLIPPINGS MANAGEMENT Background Only 16 out of 345 respondents in the 2008 Storm Water Survey did not indicate that they disposed of grass clippings in an appropriate manner. Anecdotally and observationally, however, improper disposal continues to be a problem. Grass clippings blown into the street or into inlets can clog the storm drainage system, potentially leading to localized flooding. Grass clippings that make it to receiving water bodies can decompose and increase the nutrient level, thus choking fish and water plants. It is important that the public correct their behavior in this regard. Goal The goal of this Focus topic is to have property owners, tenants, and occupants and commercial lawn care services properly dispose of grass clippings in accordance with City ordinance Objective There are two objectives to this topic. The first is to educate property owners, etc. and change their behaviors so that they dispose of their grass clippings appropriately in accordance with City ordinance. Part of this objective includes publicizing more effectively how the public can report inappropriate grass blowing. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping grass clippings out of storm drains, runoff can flow freely and there is less degradation of receiving water bodies. • Target Audience: property owners, tenants and occupants and commercial lawn care services. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. 37 o A billboard will be developed and will be placed at strategic locations throughout the City. o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 38 AGENDA MEMORANDUM Future Item for the City Council Meeting of February 19, 2019 Action Item for the City Council Meeting of February 26, 2019 DATE: TO: February 05, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Bill Mahaffey, Director of Gas Operations BillM@cctexas.com (361) 826-1801 Jeff H. Edmonds, P.E., Director of Engineering Services JeffreyE@cctexas.com (361) 826-3851 FROM: Eddie Houlihan, Director of the Office of Management and Budget eddieho@cctexas.com (361) 826-3792 Kamil Taras, Capital Improvement Program Manager kamilt@cctexas.com (361) 826-3242 Gas Chiller Replacement (CIP - Gas) CAPTION: Ordinance amending the FY 2019 Capital Improvement Budget to add project E15135 Gas Department Chiller Replacement in the amount of $410,000 for replacement of the current gas powered -chillers. PURPOSE: This will provide funding for the replacement of the current non -operational chillers in the Gas department building. BACKGROUND AND FINDINGS: Current Gas Department Chillers were installed in 2000. After 18 years of service and multiple attempts at repairing the system the chillers were deemed no longer operational. An emergency declaration was issued in August of 2018 to provide for temporary AC for the Gas building and to begin the process of replacing the HVAC system. ALTERNATIVES: Do not approve funding for the replacement. Do not amend the CIP. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms to FY 2019 Capital Improvement Plan. Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: OMB Gas Engineering FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 0 0 0 Ordinance (This Item) 410,000 0 410,000 Revised Budget 410,000 0 410,000 Encumbered / Expended Amount 0 This item 410,000 0 410,000 Future Anticipated Expenditures This Project 0 0 0 BALANCE 410,000 0 410,000 Fund(s): Revenue Bonds RECOMMENDATION: City staff recommends adding project E15135 Gas Department Chiller Replacement and amending the CIP. LIST OF SUPPORTING DOCUMENTS: Ordinance Location Map Ordinance amending the FY 2019 Capital Improvement Budget to add project E15135 Gas Department Chiller Replacement in the amount of $410,000 for replacement of the current gas powered -chillers. WHEREAS, an Emergency Declaration issued in August 2018 provided for replacement of the current chillers at the Gas Department Building using operational funds. WHEREAS, the replacement chillers were not secured before the end of the FY 2018 and available funds dropped to fund balance. WHEREAS, Operational funds are currently not available to complete this project, Gas Capital Improvement funds will be required to complete the project. WHEREAS, the City Council approved the FY 2018 — 2019 Capital Improvement Program (CIP) Budget on its second reading on September 18, 2018, by Ordinance No. 031550; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The FY 2019 Capital Improvement Budget adopted by Ordinance No. 031550 is amended to include Project E15135 Gas Department Chiller Replacement, for a new year one total of 410,000. SECTION 2. Funds in the amount of $410,000 are available in Gas 2015 CIP Fund Reserves. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Mayor Joe McComb Ben Molina Rudy Garza Everett Roy Paulette Guajardo Roland Barrera Michael Hunter Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Mayor Joe McComb Ben Molina Rudy Garza Everett Roy Paulette Guajardo Roland Barrera Page 1 of 2 Michael Hunter Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor Page 2 of 2 al Doyle NUECES BAY CLARKWOOD a CORPUS CHRISTI INTERNATIONAL AIRPORT PROJECT LOCATION CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI LOCATION MAP NOT TO SCALE LAGUNA MADRE Project Number: E151351 Gas Department Chiller Replacement CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS AGENDA MEMORANDUM Future item for the North Padre Island Development Corporation Meeting of February 12, 2019 Action item for the North Padre Island Development Corporation Meeting of February 19, 2019 DATE: February 1st, 2019 TO: Keith Selman, Interim City Manager FROM: Grayson Meyer, Interim Business Liaison GraysonM@cctexas.com 361-826-3842 Special North Padre Island Development Corporation Meeting CAPTION: Special meeting of the North Padre Island Development Corporation. PURPOSE: This is a special meeting of the North Padre Island Development Corporation. BACKGROUND AND FINDINGS: Items for this meeting include: - August 21st ,2018 Meeting Minutes for approval - Treasurer's report - Motion approving expenditures as laid out in Exhibit H to the revised Project and Financing Plan for the Tax Increment Reinvestment Zone #2. - Resolution setting the Corporation's annual meeting. ALTERNATIVES: Do Not Approve These Items OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: TIRZ #2 Board Island Strategic Action Committee "ISAC" FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2018 - 2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: NA RECOMMENDATION: Approve these Items. LIST OF SUPPORTING DOCUMENTS: Meeting Agenda Minutes Treasurers Report Exhibit H of the Revised TIRZ 2 Project and Financing Plan Resolution setting the Corporation's annual meeting AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION SPECIAL MEETING Date: Tuesday, February 19, 2019 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi, Texas 78401 1. Call meeting to order. Secretary Rebecca Huerta calls roll. Board of Directors Greg Smith, President Joe McComb, Vice President Gil Hernandez Rudy Garza Michael Hunter Ben Molina Roland Barrera Paulette Guajardo Everett Roy Officers Keith Selman, Executive Director Rebecca Huerta, Secretary Paul Pierce, Assistant Secretary Constance P. Sanchez, Treasurer Judy Villalon, Assistant Treasurer 2. Public Comment 3. Approval of minutes from the board meeting held on August 21st, 2018. 4. Treasurer's report. 5. Motion approving expenditures as laid out in Exhibit H to the revised Project and Financing Plan for the Tax Increment Reinvestment Zone #2. 6. Resolution setting the Corporation's annual meeting. 7. Adjourn NORTH PADRE ISLAND DEVELOPMENT CORPORATION CITY HALL — COUNCIL CHAMBERS 1201 LEOPARD TUESDAY, AUGUST 21, 2018 DURING THE CITY COUNCIL MEETING BEGINNING AT 11:30 A.M. PRESENT MEMBERS Greg Smith, President Joe McComb, Vice President Lucy Rubio Rudy Garza Michael Hunter Ben Molina Paulette Guajardo Debbie Lindsey -Opel Everett Roy STAFF Keith Selman, Executive Director Rebecca L. Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Treasurer Judy Villalon, Asst. Treasurer 1. Call meeting to order — President Smith called the meeting to order at 4:15 p.m. Secretary Rebecca L. Huerta called the roll and verified that the necessary quorum of the board and the required officers were present to conduct the meeting. 2. Election of Officers — Mr. Molina made a motion to reappoint President Greg Smith, Vice President Joe McComb, Executive Director Keith Selman, Secretary Rebecca Huerta, Assistant Secretary Paul Pierce, Treasurer Constance P. Sanchez, and Assistant Treasurer Judy Villalon, seconded by Mr. Garza and passed unanimously. 3. Approve minutes from the Board meeting on December 19, 2017 — Mr. Hunter made a motion to approve the minutes, seconded by Ms. Lindsey -Opel and passed unanimously. 4. Treasurer's Report — Treasurer Constance P. Sanchez provided the treasurer's report ending June 30, 2018 including: total assets, revenues, expenditures and fund balance. 5. Motion approving an agreement with the City of Corpus Christi for investment of the Corporation's funds. — Treasurer Constance P. Sanchez stated that the purpose of this item is to approve an agreement between the North Padre Island Development Corporation and the City of Corpus Christi authorizing the City's investment officers to be the Corporation's investment officers. The term of the agreement is through September 30, 2019 and will automatically renew for successive one- year terms. Ms. Guajardo made a motion to approve Item 5, seconded by Ms. Lindsey -Opel and passed unanimously. 6. Resolution adopting the new Investment Policy and Investment Strategy for the North Padre Island Development Corporation — Treasurer Constance P. Sanchez stated that the purpose of this item is to adopt a new Investment Policy and Investment Strategy for the North Padre Island Development Corporation. The Public Investment Policy requires that the Board approve the Investment Policy annually. 1 Ms. Lindsey -Opel made a motion to approve Item 6, seconded by Mr. Molina and passed unanimously. 7. Motion approving a resolution for participating in TexPool. — Treasurer Constance P. Sanchez stated that the purpose of this item is to amend a resolution for participation in TexPool. The Bank of New York changed the representatives that were approved last year, and the new resolution includes the updated names. Ms. Lindsey -Opel made a motion to approve Item 7, seconded by Mr. Garza and passed unanimously. 8. Motion approving the fiscal year 2018-2019 TIRZ #2 budget. — Capital Improvements Program Manager Kamil Taras stated that the purpose of this item is to amend the fiscal year 2018-2019 TIRZ # 2 budget by $50,000 to fund a feasibility study regarding the potential renewal of TIRZ # 2. Ms. Lindsey -Opel made a motion to amend the fiscal year 2018-2019 TIRZ # 2 budget as stated, seconded by Mr. Molina and passed unanimously. Ms. Lindsey -Opel made a motion to approve the fiscal year 2018-2019 TIRZ # 2 budget as amended, seconded by Mr. Molina and passed unanimously. 9. Public Comment. — None. 10. Adjournment — The meeting was adjourned at 4:25 p.m. 2 North Padre Island Development Corporation Balance Sheet December 31, 2018 ASSETS Cash, cash equivalents and investments $ 13,822,491 Receivables Accrued Interest 15 Net receivables 15 Total assets 13,822,506 LIABILITIES AND FUND BALANCES North Padre Island Development 13,822,506 Total fund balance 13,822,506 Total liabilities and fund balances $ 13,822,506 Income Statement For the three Months Ended December 31, 2018 Revenues Taxes and business fees $ 1,782,950 Earnings on investments 70,591 Total revenues 1,853,541 Expenditures Community Development 6,525 Excess of revenues and other financing sources over expenditures and other uses 1,847,016 Fund balance at beginning of year 11,975,490 Fund balance at December 31, 2018 $ 13,822,506 Balance in Capital Improvement Fund (Fund 3278) $ 1,145,769 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 1 Packery Channel South Parking Lot Improvements This project consisted of the demolition of existing facilities, construction of approximately 11,500 square yards of new flexible pavement, parking lot, two concrete driveways, minor water and wastewater improvements, landscaping improvements, lighting improvements, and concrete pedestrian ramp. $640,447 Completed March 2006 Projects Include: Packery Channel Monitoring FY 2008-2009 Complete Packery Channel Monitoring FY 2009-2010 Complete Packery Channel Monitoring FY 2010-2011 Complete 2 Packery Channel South Parking Lot, Landscaping Phase 2 This project consisted landscaping and irrigation improvements to the newly constructed 300 -space parking area including the construction of new planting islands with mexican fan palms, sea grape trees, decorative rock and irrigation. $145,461 Completed March 2008 3 Packery Channel Boat Ramp Parking Lot / Access Road This project consisted of the construction of approximately 17,000 square yards of HMAC flexible pavement parking facility adjacent to the existing Packery Channel Boat Ramp; construction of an access road and related signage and pavement markings, and the installation of 1,000 square yards concrete reinforced pavement adjacent to boat ramp, concrete bollards; minor drainage improvements; 3,500 linear feet of electrical conduits; and minor landscaping. $1,053,176 total project cost. $549,216 from TIRZ #2 Completed July 2009 4 Packery Channel Boat Ramp Dredging This project consisted of dredging approximately 17,800 cy of the Packery Channel Boat Ramp and adjacent area. The work included environmental control measures to prevent erosion and allow for discharge of water from the dredging operations to discharge into the surf of the Gulf of Mexico. Minor amount of stone were installed at the boat ramp to enhance shoreline protection. $431,377 Completed April 2010 5 Packery Channel South Parking Lot Restroom (Phase 1) This project included the construction of restroom facilities at the South Parking Lot at the beach seawall on Windward Drive. The project included separate men and women facilities to with showers, toilets, changing stations, outdoor seating area, and native landscaping. $460,743 Completed July 2010 6 Packery Channel Parking Lot and Overlooks (Phase 2) This project consisted of improvements along the north and south sides of Packery Channel including seven overlook structures, parking lot, access road, pedestrian walkways, storm water structures lighted bollards with electrical receptacles, lighting, landscaping, concrete benches and repairs to shoreline structures. $2 869 224 Completed March 2012 7 Packery Channel Aids to Navigation / Signage This project consisted of lighting improvements to Packery Channel as required for safety and security along with signage to mark no wake zones. Per ISAC, additional funds needed to replace signs following Hurricane Harvey. $64,500 Completed December 2012 7a Packery Channel Aids to Navigation / Signage - Hurricane Harvey Repairs Per ISAC, additional funds needed to replace signs completed in Project 7 following Hurricane Harvey. Revised 2/20/18 $65,000 $7,166 Estimated Completion Feb. 2019 page 1 of 3 1/18/2019 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 8 Packery Channel Restroom Facilities (Phase 3) This project consists of the purchase and installation of a mobile restroom on the north side of the Packery Channel and adjacent parking lot. The project also includes turn -around and connector to Zahn Road. A mobile trailor restroom on the south side of Packery Channel with wastewater lift station and wastewater 2 -inch force main (approximately 2,500 linear feet long) is also being planned. Priority Item. P&R recommends self contained, solar powered mobile units to be placed at Packery Channel Parking Lot, end of Zahn Road and on South side of PC (at a location yet to be determined) Build and Install portable restroom shelters to hold portable restroom units at various locations. Build and Install Portable Shower units on the North and South side of Packery Channel. Board approval of 4 portable restroom facilities at $65,000 each plus 20% contingency and shower facilities at $100,000 total. Revised 2/13/2018 $412,000 $402,000 Solar Powered Units: Complete. Showers: Partial Water line installed Spring '18. In process of coordinating with GLO. 9 Packery Channel Ramps to Jetties (Phase 4) This project includes ADA beach access on the north side and the south side or the channel to provide access from the beach to the restroom, lookouts and parking lots. This project will include the ADA approved mobi-mats on the north side and the south side of Packery Channel to provide access from the beach to the restrooms, lookouts and parking lots. This project was designed as part of the Phase 2 project for parking and overlooks. Priority ITem: P&R recommends a new design for structures since the GLO will not approve construction of parking lots on the beach. For Mobi-Mats per ISAC recommendation. Revised 2/20/18 $35,000 $8,979 Complete 10 Packery Channel Dredging and Beach Nourishment - 2012 The project consisted of dredging approximately 264,300 cubic yards of beach quality material from within Packery Channel and placement of the dredged material as beach nourishment along the Gulf shoreline to the south of Packery Channel, and 15,000 cubic yards of sand from the north to south end of the N. Padre Island Seawall. Dredging schedule to be determined by results of annual study of channel. $1,820,843 Last Completed March 2012 10a Packery Channel Dredging and Beach Nourishment - 2020 The project consisted of dredging beach quality material from within Packery Channel and placement of the dredged material as beach nourishment along the Gulf shoreline. Dredging schedule to be determined by results of annual study of channel. $350,000 Amending project plan today for dredging estimated winter 2020. In permitting process. Waiting to hear from USAGE. 11 Packery Channel Pavilion (Phase 5) This project includes the pavilion expansion adjacent to the north side restroom or north side boat launch. This will allow the deck area around the restroom and some sitting areas for visitors. Design will begin in FY 2016 and construction will follow in FY 2017 dependent upon available funding. P&R recommends further discussion on this item to determine if another amenity would better suit the area. ISAC recommends Pavillion staged at the boat ramp parking lot as well as pavillion like structure on north and south side of the jetty. Revised 2/20/18 $250,000 Estimated completion: Fall 2019. At 90% Design page 2 of 3 1/18/2019 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR APPROVAL January 22, 2019 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 12 This includes 301x 60' building, 201x 201 building $0 Moving-Forward- Negotiations project a maintenance a administration and a 100' x 1,000' parking lot near the entrance to the Packcry Channel Lookout Ar :dust south of Zahn Road. Priority Item: P&R facility be located to recommends on south side of channel 13 . . - . - This project includes parking lots on the beach along the north side and the south side of the channel. Development of this project will be pending USAGE and TCLO approval and Project initiation funds MOVED-TO-ITEM-#9 authorization. schedule pending availability of and completion of previous phases: CLO will not allow this to be built P&R recommends reprogramming the funds. 14 Periodic Survey of Channel Conditions and Shoreline Packery Channel monitoring began in 2003 by Texas A&M Division of Nearshore Research by the U.S. Army Corps of Engineers. They ceased monitoring efforts in 2007 and the City assumed monitoring in 2008. The program includes the collection of bathymetric data in Packery Channel and the surrounding nearshore, measurement of elevation along the adjacent beach and inland channel segment (shoreline position), elevation measurements across the Mollie Beattie Coastal Habitat Community, and measurement of current velocity in the inland channel segment. $205,000 $1,847,312 (Lifetime Expenses to Date) Amending Project Plan today for 2019 budget. 2018 monitoring complete. 15 Packery Channel Revetment Repair Storm surge, strong currents, and waves from Hurricane Harvey caused damage to the slope protection and adjacent appurtenances along the banks of Packery Channel between the SH 361 bridge and the Gulf of Mexico. Repair concepts will be developed for two alternatives; one to return the project to its approximate pre-storm conditions, and another to upgrade the project to an improved condition that is more resilient to future storm impacts. The City will procure a design consultant through the RFQ process, and the selected firm will prepare the construction plans. Post design, construction will be procured. Added 2/13/18 $600,000 $417,027 Preliminary Engineering Report Complete. In permitting and design phase. 16 Park Road 22 Bridge On February 21, 2017, the TIRZ #2 board met and approved the amendment of using funds from TIRZ #2 to support the construction of two one-way bridges spanning Park Road 22. City Council approved this amendment on February 20, 2018. Added 2/20/2018 $4,000,000 $0.00 Waiting for developer on canals. 17 Beach Crosswalk at St. Augustine & Windward Dr. Per request of the Island Strategic Action Committee: Traffic improvement on Windward Drive at Saint Augustine Drive, for pedestrian crossing on Windward Drive to facilitate access to and from Michael J. Ellis Beach. Scope of work includes: crosswalk, access ramps, traffic signs, and pavement markings. Estimated costs are $23,000 for the crossing and associated traffic improvements; $9,000 for solar powered flashing LED crossing signs. $32,000 $0.00 Pending weather work to begin week of 1/21/19 w/estimated completion Feb. 2019 18 Feasibility Study Per Texas Tax Code Sec. 311.011. Project and Financing Plans. (c) Reinvestment zone financing plans must include (3) a finding that the plan is economically feasible and an economic feasibility study. $50,000 $3,045 In Progress. Will be complete February 28, 2019. page 3 of 3 1/18/2019 Resolution setting the Corporation's annual meeting. WHEREAS, the bylaws of the North Padre Island Development Corporation state that the regular meeting will be set by resolution of the Board of Directors; Therefore, be it resolved by the Board of Directors of the North Padre Island Development Corporation: Section 1. The annual meeting of the Board of Directors of the North Padre Island Development Corporation will be held on a Tuesday in August of each year. ATTEST: NORTH PADRE ISLAND DEVELOPMENT CORPORATION Rebecca Huerta, City Secretary Corpus Christi, Texas day of , 20 Greg Smith, President The above resolution was passed by the following vote: Greg Smith Roland Barrera Rudy Garza Paulette Guajardo Gil Hernandez Michael T. Hunter Joe McComb Ben Molina Everett Roy AGENDA MEMORANDUM City Council Meeting of February 19, 2019 DATE: TO: Keith Selman, Interim City Manager February 14, 2019 FROM: Esther Velazquez, Assistant to the City Manager EstherV@cctexas.com 361.826.3093 Museum of Science and History Update STAFF PRESENTER: Name Esther Velazquez OUTSIDE PRESENTERS: Title/Position Department Assistant to the City Manager City Manager's Office Name Title/Position Organization Carol Rehtmeyer President/CEO Friends of the Museum Dr. Mary Jane Garcia Vice President/Deputy Director Friends of the Museum BACKGROUND: In 2018 the Friends of the Museum were awarded a contract to manage the Museum of Science and History. During the January 22, 2019 City Council meeting, Council requested an update. This briefing will provide City Council with an update on Museum programs, events and future projects. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Corpus Christi Museum of Science and History Update i 11 fi r CORPkJS CHRISTI MUSEUM of SCIENCE and HISTORY Corpus Christi Museum of Science & History Update Council Presentation February 19, 2019 How are we doing? vitt CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY 135 Days in... 22,513 Google Searches avg. per month 45 ***** 5 star reviews! "I wish I had more time! My son loved the science exploration and wanted to see the amazing history displays...I would love to comeback someday, even from Seattle!"- Lisa McKeen 12/2018 "Es un museo bastante interesante. Muy organizado. Los empleados son bien atentos." — Arianys Vlogs 2/8/2019 Income Comparison COd CORRU CHRISTI MUSEUM of SCIENCE and HISTORY $70,000.00 $60,00000 $50,000.00 $40,00000 $30,000.00 $20,000.00 $50,000.00 October ..2014 CCMJV - 2015 CCMJV Corpus Christi Museum of Science and History Sales Comparison I October -January 2018 FRIENDS U U 7- a NN u > J 3 2 uI.tnV November December -2016 CCMJV - CCMJV 2018 FRIENDS 5 u U 2015 CCMJV January 112015 FRIENDS ..2019 FRIENDS 2019 FRIENDS 3 1 1 1 Attendance Only Revenue January Comparison Analysis- 2019-2013 CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY $30,000.00 $25,000.00 $20,000.00 $15,000.00 $10,000.00 $5,000.00 $- 1 Revenue 1 1 2019 *2018 2017 2016 2015 2014 2013 *Corpus Christi Museum of Science & History closed January 2018 due to Hurricane Harvey Membership 774 Current Members New Corporate Membership Program launched in January 2019 Ranging from $2,500- $15k 2 Corporate Members One -$2,500 & one at $5,000 CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY Educational Programs October 1, 2018 - Jan. 1, 2019 141CC P11 NF aT of SCIENCE and HISTORY > Schools- 41 schools; 2,875 students > Home school programs- 126 participants > Sensory/special needs- 85 participants > Scouts- 14 scouts > Speaker Series -38 attendees > Public programs -1,468 participants (science shows, history alive scenarios) > Outreach- 94 Boys & Girls Club Dinner Presentation 6 Events CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY October Howloween Spooktacular November LaFrontera authors December A South Texas Holiday Santa's Around the World Events 411 CORPIA MUSEUM of SCIENCE and HISTORY January gall in ove with Your eMuseurr� Discover the History of Valentine's Day! riktelki Sunday, February 10, 2019 12-5p.m. Open 11 a.m. for members Members: Free Non -Members: General Admission Love themed Science and History action stations! 59005. [Napa, al St /( fly, nsri.!T1 nn Copus cap. Tx 7e4o, I� MUSEUM 1 oOa26-4667 `^ Of SCIENCE www.ccrouscum.com com I� and HISTORY February KEDT Food & Wine Fall in Love with your Museum MUSEUM TALKS AFTER DARK MUSEUM of SCIENCE and HISTORY Every 3rd Tuesday of the month 111110 EARTHS MICROBE MYSTERIES AND MARS BY DR. MADHAN TIRUMALAI, Microbiologist from the University of Houston, Collaborator with NASA Astrobiology Institute, Published Research in Microbiology, Award Winning Scientist February 19, 2019 7:00 - 9:00 pm Doors Open at 6:30 pm Presentation Begins at 7 pm Members: FREE Non -Members: $10 Enjoy food and light refreshments! 1900 N. Chaparral St. Corpus Christi. TX 78401 (361) 826-4667 , www.ccmaseam.cons February Dr. Madhan Tirumalai lecture Upcoming Events i Museum Talks After Dark 7:00 - 9:00 pm Every 3rd Tuesday of the month. Jan. 22, 2019 Feb. 19, 2019 March 19, 2019 April 16, 2019 May 21, 2019 Aug. 20, 2019 Sept. 17, 2019 Nov. 19, 2019 Light refreshments Members Free Non-members $10 Honoring Our Senior Citizens Monthly Celebration Day Admission Fee $5.00 Third Wednesday of the month Dates: Feb.20,March 20,April 17 May 15, 2019 TIME: 10:00 a.m.--5:00 p.m. Special Science & History Topics Featured Age Eligibility 60 years and older CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY Sept. 12, 2019 Fundraiser 7:00 p.m.- 10:30 p.m. Honoring South Texas Ranching History -The Forgotten Cowboy • Barbecue prepared by Mustangs • Country Western Dance History • Cowboy Lasso Show Hosted at the Corpus Christi Museum of Science & History F 21- • jr.:y lit4 - Admission Fee $5.00 Third Wednesday of the month Dates: Feb.20,March 20,April 17 May 15, 2019 TIME: 10:00 a.m.--5:00 p.m. Special Science & History Topics Featured Age Eligibility 60 years and older CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY Sept. 12, 2019 Fundraiser 7:00 p.m.- 10:30 p.m. Honoring South Texas Ranching History -The Forgotten Cowboy • Barbecue prepared by Mustangs • Country Western Dance History • Cowboy Lasso Show Hosted at the Corpus Christi Museum of Science & History 1 Camps CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY SPRING BREAK SCIENCE CAMPS One Week March 11-15, 2019 Daily Thematic Based Lessons SUMMER SCIENCE CAMP June 3- August 16, 2019 11 weeks Weekly Thematic Based Lessons 10 Exhibit Repairs & General Maintenance 'AAA: W.1 • • $r•A'a tiler .Vok< • --'-'7-- t ,:,...., - '7'1A4.-- -'"-•• . 4-.7W.: ,=:,;:i....t.' 47.4ir • ' Sparkling Floors Exhibits are Functional 1.111r -gITT 7: Gift Shop From Messy to Organized CORPUS CHRITI MUSEUM of SCIENCE and HISTORY 11 Employees CDFPU, 2HRIGTI MUSEUM of SCIENCE and HISTORY 16 Full time • Management • Accounting • Education • Outreach • Maintenance • Collections 4 Part-time • Education 12 Volunteers • Education • Visitor Experience • Exhibits • Collections 12 Grants/Sponsorships CORPUS CHRITI MUSEUM of SCIENCE and HISTORY $383,894 written Awarded to date: $325,394 13 Rebuild Texas/One Star funded projects CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY • Music Garden— six instruments that were destroyed • Point of Sales software & computers • Repair/replace six projectors or globe • Indoor signage • Outdoor shelter- considering a durable tent • Repair to outdoor playground — "Body in Motion" area • Mats for entrances • Outreach program 14 Major Project -Major Challenge Vood CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY Website— complete revision required • Aged, non-functioning plug -ins • Difficult, limitations to update • Updated interface needed 15 E4 A44 AR Billboard Advertising- San Antonio__&Nall Partnerships & Associations CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY eAmerican t Alliance of Museums Smithsonian TEXAS A&M KINGSVILLE Am a 1+�� 'TEXAS A&M UNIVERSITY jCORPUS CHRISTI I r AEP TEXAS CITGO. FUELING GOOD' ASMD Association of Science Museum Directors AMA- Alliance of Museum Association ASTC- American Science & Technology Centers ASMD- Assoc. of Science Museum Directors Smithsonian Association affiliates- pending NAS -CC, TAMU-CC, TAMU-Kingsville, CITGO, AEP, Library, Ed Rachal Foundation, City of Corpus Christi What guests say (04 CDFPIACklF�aT� MUSEUM of SCIENCE and HISTORY TRIP ADVISOR REVIEW rrustybell Warsaw, Indiana 161 Reviewed 1 week ago Hours of wonderment and learning. We spent several hours looking at everything. We didn't want to miss anything. Loved seeing the Buccaneer Queen's glorious dress. Learned about the fascinating history of the area. The area for the kids to learn by doing was genius. The kids had so much fun they didn't realize they were learning. We had fun on the piano staircase. So much to do, see & learn! Well, worth it! It 414 In 1 CCPPIA E:HRIGTI MUSEUM of SCIENCE and HISTORY Questions? 19 AGENDA MEMORANDUM for the City Council Meeting of February 19, 2019 DATE: January 28, 2019 TO: Keith Selman, Interim City Manager FROM: Dan Grimsbo, Executive Director of Water Utilities DanG©cctexas.com 361-826-1689 Port of Corpus Christi Ship Channel 16" Waterline Removal and Replacement STAFF PRESENTER(S): Name Title/Position Department 1. Dan Grimsbo Executive Director of Water Utilities Water Utilities 2. Gabriel Ramirez Assistant Director of Water Quality and Treatment Water Utilities OUTSIDE PRESENTER(S): LNV, Inc. staff BACKGROUND: This presentation will review the ongoing work regarding the Port of Corpus Christi Ship Channel 16" Waterline Removal and Replacement LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation Port of Corpus Christi Ship Channel 16" Waterline Removal and Replacement City Council Presentation February 19, 2019 POCCA 16" Waterline Presentation Outline > Channel Expansion Project Overview > Proposed Plan > Estimated Cost of Construction POCCA 16" Waterline Channel Expansion Project Overview Project Construction Schedule •-FY2018 ©- FY 2020 •-FY2019 m - FY 2020 •-FY2019 Q- FY 2021 •- FY2020 Q- FY 2021 Extend La Quinta Channel 7.400' at -41' MLLW; AOM Executed and to -47' MLLW by CA Berge Shelves GREGORY Deepen Inner Harbor to -54' MLLW LOWER BAY REACH Widen From 500' to 530' • • Extend Entrance Channel Approx. 10,000 Feet & Deepen to -56' MLLW Gulf of Mexico UPPER BAY REACH Widen From 400'to 530' and Add Barge Shelves r • I I • • • • • • • PORT ARANSAS Marsh Planting 11 The Port olCorpts Orist1 A W nnty b the t altpaeorot the Feda'ar Corsa Orbtl Ship OtarM Syst t+n 0 Future Project Contracts PLSIMerremadonans •tu a contracts a ca.rrvcr ►tuMcor Crooned oodod0000«+ Completed Project Elements Existing Dredge Material Placement Areas New Dredge Material Placement/Beneficial Use Sites NORTH SCALE IN MILL AMP.. rPORTCORPUSCHRISTI POCCA 16" Waterline Project Overview > City received directive from the US Army Corps of Engineers on April 23,2018 to remove our two existing 16" waterlines at Avery Point by January 1, 2019. > City responded to the directive on June 13, 2018 stating multiple reasons why 1/1/19 was not a realistic timeline and asked for an extension until June 1, 2020. We have received verbal agreement on the extension but nothing in writing. > City has procured a consultant and design is underway for a solution. POCCA 16" Waterline Proposed Plan POCCA 16" Waterline Proposed Plan OSSIBLE CAP LOCATION IF FIRE HYDRANT IS NOT EEDED OR RELOCATE TOT -IIS LOCATION 5 LOCAT10P1 IF ISNOT ELOCATE PROPOSED CAP FTER FIRE HYDPFLNT FIRE PROPOSED CAP LOCATION AFTER VALVE CCA1-101 POCCA 16" Waterline Removal Plan Line ID # Pipeline Owner Size E18-1 Southcross 6" E19-2 Enterprise 10" E20-3 Enterprise 14" E21-4 Nustar 6" E22-5 City of CC 16" E23-6 City of CC 16" E24-7 Southcross 6" E25-8 Enterprise 6" E26-9 Houston Pipeline Company (leased to Air 12" E27-10 Houston Pipeline Company (leased to Air 12" E28-11 Enterprise 12" E29-12 Enterprise 8" E30-13 Southwest Midstream Partners LLC 6" E31-14 CITGO 6" E32-15 Enerfin 6" E33-16 Nustar 8" E34-17 Southwest Midstream Partners LLC 8" E35-18 CITGO 8" E36-19 PPG 6" E37-20 PPG 12" E38-21 PPG 12" E39-22 PPG 30" E40-23 PPG 10" E41-24 PPG 10" E42-25 Enterprise 2 1/2" in 4" E43-26 PPG 6" E44-27 AEP 5" E45-28 AEP 5 1/2" E46-29 AEP 5 9/16" > The City has 2 of 29 Pipelines to be removed at Avery Point. ➢ Currently working with the other owners thru the Port to take advantage of economy of scale in having one single contractor. > Many unknown risks will be taken by the contractor on removing these lines. ➢ Removal can occur prior to installing replacement line. I UI POCCA 16" Waterline Replacement Plan Fo• • MS ovas Nur OMNI MNESS R.Os wry .1_ 11106.140 N N N N. , Aw„ LOOM MASI IrFFSTLI , ..ECABNI _1=4riFir""" DOM - 1°1' -- ' _.„ MOUES m Ise I I SMO r•-ym von ,-..acr .ee aFm 1mm um mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm mm Nom. mm mm mm mm COGRONME SYSTIM MEM MIMS SLUE PUNE SMINEM 2011C, LB MOE, FEET 0141LORMIONS MOM REFER 10 MOW US FT IMMO MEI imam Frtml ussoc oim NFORKS OY FOCF DESIGNED BY ' BR EINEM° BY J t PROJECT MANAGER TIER YEN ISSUED rap Newrier REVISION CEN B y IMEMmEssimms• M CON CEP,UAL MARINO FOR MSG -05510N PURPOSES OH, PORT OF CORPUS CHRISTI SHIP CHANNEL IMPROVEMENT PROJECT AVERY POINT PIPELINE CORRIDOR i-iDD OPTION 8 POCCA 16" Waterline Estimated Construction Cost Action Removal of Waterlines $3M - $4M Construction of New Waterline Total Project Cost *Cost Does Not Include Land Acquisition $3.1M - $4.3M *$6.1M - $8.3M