Loading...
HomeMy WebLinkAboutAgenda Packet City Council - 03/26/2019City of Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, March 26, 2019 11:30 AM Council Chambers 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 ingles es limitado, habra un interprete ingles-espanol 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 Rob Bailey, Southside Community Church. C. Pledge of Allegiance to the Flag of the United States to be led by Lisa Aguilar, Senior Assistant City Attorney. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 19-0439 Presentation from CITGO. Proclamation declaring March 2019, "American Red Cross Month". Proclamation declaring March 24-31, 2019, "Cesar Chavez Week". Proclamation declaring April 1-5, 2019, "Graduate and Professional Student Appreciation Week". Proclamation declaring April 6, 2019, "Earth Day -Bay Day" and April 2019 "Earth Month". Proclamation declaring April 6, 2019, "Special Olympics Texas - Spring City of Corpus Christi Page 1 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Games Day". Proclamation declaring April 1-7, 2019, "National Public Health Week". F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. UTILITY BILLING b. OTHER G. MINUTES: 2. 19-0440 Regular Meeting of March 19, 2019. Attachments: Minutes - March 19, 2019 H. BOARD & COMMITTEE APPOINTMENTS: 3. 19-0445 Building Standards Board Island Strategic Action Committee Library Board Museum of Science and History Advisory Board Sister City Committee Tree Advisory Committee Attachments: BUILDING STANDARDS BOARD ISLAND STRATEGIC ACTION COMMITTEE LIBRARY BOARD MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD SISTER CITY COMMITTEE TREE ADVISORY COMMITTEE 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. City of Corpus Christi Page 2 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 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 - 41) 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. 19-0335 Resolution authorizing an amendment to the Interlocal Agreement for Radio Communications Systems to include the Port of Corpus Christi Authority as a participant Resolution authorizing execution of an amendment to Radio Communications System Interlocal Agreement between City of Corpus Christi, Regional Transportation Authority and Nueces County to include City of Corpus Christi Page 3 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Port of Corpus Christi Authority as a participant. Attachments: Agenda Memo - POCCA interlocal agreement 03.19.2019 Resolution - Interlocal Port 2019 POCCA Interlocal Agreement - Radio Comm Sys 2019 - SIGNED 5. 19-0283 Resolution for the purchase of Bomb Suits for the Police Department Resolution authorizing the purchase of two EOD 10 bomb suits from MED -ENG, LLC of Ogdensburg, New York for a total amount not to exceed $70,062. Attachments: Agenda Memo - Bomb Suits Resolution - Bomb Suits Price Sheet -Bomb Suits 6. 19-0308 Lease Purchase of two ambulances for the Fire Department Motion authorizing the lease purchase of two ambulances from Siddons-Martin Emergency Group, of Houston, Texas for an amount not to exceed $533,199.64. Attachments: Agenda Memo -Ambulances Price Sheet -Ambulances for CCFD 7. 19-0284 Resolution for a Service Agreement for Inspection, Cleaning, and Repair of Bunker Gear for the Fire Department Resolution authorizing a three-year service agreement for inspection, cleaning, and repair of bunker gear with Gear Cleaning Solutions, LLC of Dallas, Texas for an amount not to exceed $390,000. Attachments: Agenda Memo - Inspection, Cleaning, Repair of Bunker Gear.docx Resolution - Inspection, Cleaning, Repair of Bunker Gear.docx Service Agreement - Inspection, Cleaning, Repair of Bunker Gear.pdf 8. 19-0407 Resolution Approving a Chapter 212 Agreement with Gulf Coast Growth Ventures Resolution authorizing an agreement with Gulf Coast Growth Ventures LLC under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction. Attachments: Agenda Memo - GCGV 03 19 19 Resolution - GCGV 212 Agreement.docx Section 212 Agreement GCGV and COCC.docx 9. 19-0412 Resolution Approving a Chapter 212 Agreement with Epic Y -Grade City of Corpus Christi Page 4 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Logistics, L.P. Resolution authorizing an agreement with Epic Y -Grade Logistics, L.P., under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction Attachments: Agenda Memo - Epic 212 Agreement Resolution - Epic 212 Agreement Epic power point 3.19.19 10. 19-0311 Software Maintenance Agreement Amendment for the STAR Fixed Network Advanced Metering System for Information Technology Motion authorizing an amendment to Aclara Technologies LLC software maintenance agreement to allow four renewal years of annual maintenance with Aclara Technologies LLC of Hazelwood, Missouri for an amount not to exceed $116,435.75. Attachments: Agenda Memo - Aclara Software Amendment for IT Amendment of Agreement - Aclara Software Amendment for IT Master Agreement Executed 10-22-2013 - Aclara Software Amendment for IT 11. 19-0332 Purchase of Phone System Support and Upgrades for Information Technology Motion authorizing the purchase of a three-year phone support flex plan and a statement of work for phone system support and upgrades under the current master services agreement with Great South Texas Corporation dba Computer Solutions of San Antonio, Texas for a total amount not to exceed $504,062.50 and ratifying the purchase back to the effective date of January 30, 2019. Attachments: Agenda Memo - Phone System Support and Updates for IT Price Sheet - Phone Support and Upgrades for IT Agreement - Phone System Support and Updates for IT 12. 19-0333 Resolution for a Service Agreement for Phone System Updates with TPx Communications for Information Technology Resolution authorizing a three-year service agreement for phone system updates and support for the core phone system with TPx Communications Co. of Austin, Texas, for an amount not to exceed $390,000 and ratifying the agreement back to the effective date of January 30, 2019. Attachments: Agenda Memo - Phone System Updates Resolution - Phone System Updates Service Agreement - Phone System Updates TPX 13. 19-0339 Service Agreement for Commvault and Nimble Support for City of Corpus Christi Page 5 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Information Technology Motion authorizing two one-year service agreements with Freeit Data Solutions of Austin, Texas for Commvault software support for $53,657.55 and for Nimble software support for $40,154.82, for a total amount not to exceed $93,812.37. Attachments: Agenda Memo - Commvault and Nimble Software Support for IT Service Agreement 68239 Service Agreement 68349 14. 19-0249 Resolution authorizing participation in cooperative purchasing program for pharmaceuticals Resolution authorizing participation in cooperative purchasing program with the Minnesota Multistate Contracting Alliance for Pharmacy, for the purchase of pharmaceuticals for the City and the Corpus Christi-Nueces County Public Health District. Attachments: Agenda Memo - MMCAP Application Agreement Resolution - DSHS MMCAP 2019.docx 269-C1 - MMCAP Application Agreement 112018 v1 @ 2-12-2018JH.pdf 15. 19-0347 Renewal of Professional Services Agreement for the Medical Provider for Tuberculosis Clinic Services at the Corpus Christi Nueces County Public Health District Motion authorizing a two-year amendment for renewal of the professional services agreement with Dr. William W. Burgin, Jr. M.D., as the medical provider for the Corpus Christi Nueces County Health District for an amount not to exceed $36,000, and a total revised agreement amount of $72,000. Attachments: Agenda Memo - Medical Provider for TB Clinic Amendment - Medical Provider for TB Clinic Corpus Christi Master Agreement Executed 6-6-17 - Dr. William W. Burgin, Jr. N 16. 19-0175 Professional Services Contracts for Construction Staff Support (Capital Improvement Program and Bond Projects) Motion authorizing multiple amendments to existing contracts with optional renewals to be administratively approved totaling $1,297,920 for providing Construction Inspection Staff Support for Engineering Services. 1. Award contract amendments to Freese and Nichols - 2 Inspectors at $413,920 2. Award contract amendments to Heneco - 4 Inspectors at $696,800 3. Award contract amendment to Maverick Engineering - 1 Inspector at City of Corpus Christi Page 6 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 $187,200 Attachments: Agenda Memo - Construction Inspection Presentation - Construction Inspection Contracts JE Exhibit 1 Active Bond CIP Projects 2019 Graphic Location Map - Construction Inspection Contract - Constr Insp Freese Nichols David Marotta Contract - Constr Insp Freese Nichols Harley Hampton Contract - Constr Insp Heneco John Hinojosa Contract - Constr Insp Heneco Julian Pineda Contract - Constr Insp Heneco Gerald Lopez Contract - Constr Insp Heneco Juan Hernandez Contract - Constr Insp Maverick Engineering Joe Sandoval 17. 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) Attachments: Agenda Memo - FMAC Presentation - FMAC Master Agreement JE FMAC Master Agreement 2019 BARCOM CONSTRUCTION FMAC Master Agreement 2019 DAVILA CONSTRUCTION FMAC Master Agreement 2019 GOURLEY CONTRACTING FMAC Master Agreement 2019 TEAL CONSTRUCTION FMAC Master Agreement 2019 ABBA CONSTRUCTION 18. 19-0343 Professional Services Contract Amendment No. 1 for Packery Channel Monitoring Motion to authorize execution of Amendment No. 1 with Texas A & M University - Corpus Christi (TAMU-CC) in the amount of $188,123.00 for a total restated fee of $238,114 for Packery Channel Monitoring. Attachments: Agenda Memo - Packery Channel Monitoring 2019 City of Corpus Christi Page 7 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Project Budget - Packery Channel Monitoring 2019 Location Map - Packery Channel Monitoring 2019 Contract - 18140A TAMUCC Amd 1 signed Presentation - Packery Channel Monitoring 2019 19. 19-0238 Professional Services Contract for Six Points Intersection Improvements (Capital Improvement Program) Motion to authorize a professional services contract with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of $421,340 for Six Points Intersection Improvements project. Attachments: Agenda Memo - Six Points Intersection Imps Project Budget - Six Points Intersection Imps Location Map - Six Points Intersection Imps Presentation - Six Points Intersection Imps Contract - Six Points Intersection Imps 20. 19-0348 Supply Agreement for Econolite Traffic Controllers for Street Operations Motion authorizing a three-year supply agreement for Econolite Cobalt Controllers with Paradigm Traffic Systems, Inc of Arlington, Texas for an amount not to exceed $147,000. Attachments: Agenda Memo - Econolite Controller Supply Agreement Price Sheet - Econolite Controller Supply Agreement.xlsx Signed Supply Agreement - Econolite Controller Supply Agreement.pdf 21. 19-0385 Construction Change Order and Professional Services Amendment for City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program (IDIQ) (Capital Improvement Program) Motion to authorize execution of Change Order No. 1 with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of $1,275,000 for a total restated fee of $6,375,000 and Amendment No. 1 to the Professional Services Contract with Urban Engineering of Corpus Christi, Texas in the amount of $451,746 for a total restated fee not to exceed $802,256, for the City -Wide Water Distribution Repair and Replacement IDIQ Program (Capital Improvement Program). Attachments: Agenda Memo - Water IDIQ Location Map V2 Presentation - Water IDIQ Project Budget - Water IDIQ 18094A URBAN Amd 1 e -signed City of Corpus Christi Page 8 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Change Order #1 22. 19-0341 Master Services Agreement (MSA) for Professional Services for the Citywide Large -Size Water Line Assessment and Repairs Project (Capital Improvement Program) Motion to authorize execution of a Master Services Agreement (MSA) for professional services with Lockwood, Andrews & Newnam, Inc. (LAN) of Corpus Christi, Texas for a period of one (1) year in the amount of $300,000 with two (2) optional 1 -year renewals for a total contract cost of $900,000 for the Citywide Large -Size Water Line Assessment and Repairs project. Attachments: Agenda Memo - Citywide Large Water Line Assessment Project Budget - Citywide Large Water Line Assessment Location Map - Citywide Large Water Line Assessment Presentation - Citywide Large Water Line Assessment Contract - LAN MSA signed.pdf 23. 19-0246 Service Agreement for the Purchase of Motors and Preventative Maintenance for Rotork Actuators for Utilities Department Resolution authorizing a two-year service agreement with Rotork Controls, Inc. of Houston, Texas for the purchase of two motors and preventative maintenance of Rotork actuators at Wesley Seale Dam for a total amount not to exceed $68,218. Attachments: Agenda Memo - Rotork Actuator Resolution Sole Source - Rotork Actuator Price Sheet -Rotork Actuator Service Agreement - Rotork Actuator 24. 19-0187 Service Agreement for Mechanical Bar Screen for Laguna Madre Wastewater Treatment Plant Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one mechanical bar screen for Laguna Madre Wastewater Treatment Plant from Headworks International, Inc. of Houston, Texas for a total amount not to exceed $67,438. Attachments: Agenda Memo - Mechanical Bar Screen for Laguna WWTP Bid Tab - Mechanical Bar Screen for Laguna Madre Service Agreement - Mechanical Bar Screen for Laguna WWTP 013119 25. 19-0268 Service Agreement for Mechanical Bar Screens for the Allison Wastewater Treatment Plant City of Corpus Christi Page 9 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of two mechanical bar screens from Headworks International, Inc., of Houston, Texas for a total amount not to exceed $115,961. Attachments: Agenda Memo - Mechanical Bar Screen for Allison WWTP Bid Tab - Mechanical Bar Screen for Allison WWTP Service Agreement - Mechanical Bar Screens for Allison WWTP 26. 19-0328 Service Agreement for Submersible Pump for the Everhart -Staples Lift Station Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one submersible pump from Pump Solutions Inc. of New Caney, Texas for a total amount not to exceed $73,480. Attachments: Agenda Memo - Submersible Pump Everhart -Staples Lift Station Bid Tab - Submersible Pump for Utilities Everhart -Staples Lift Station Service Agreement - Submersible Pump for Utilities Everhart Staples Lift Statior 27. 19-0340 Service Agreement for the purchase and installation of two variable drive cabinets at the Sand Dollar Pump Station Motion authorizing a one-year service agreement with Tornado Automation, LLC of Jourdanton, Texas for the purchase and installation of two variable frequency drive cabinets at Sand Dollar Pump Station for a total amount not to exceed $103,977. Attachments: Agenda Memo - Variable Frequency Drive Cabinets Bid Tab - Variable Frequency Drive Cabinets Service Agreement 2046 - Variable Frequency Drive Cabinets 28. 19-0211 Resolution authorizing a Service Agreement for Preventative Maintenance and Parts for the Plant Disinfection System at the O.N. Stevens Plant Resolution authorizing a five-year service agreement for preventative maintenance and purchase of parts and materials for the plant disinfection system with Environmental Improvement, Inc. of Houston, Texas for a total amount not to exceed $312,551. Attachments: Agenda Memo- Preventative Maintenance for Plant Disinfection System Resolution Sole Source -Preventative Maintenance for Plant Disinfection Syster Service Agreement - Preventative Maintenance for Plant Disinfection System 29. 19-0336 Supply Agreement for the Purchase of Pipe Repair Clamps for Utilities City of Corpus Christi Page 10 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Motion authorizing a three-year supply agreement with Core & Main, LP of Corpus Christi, Texas, for the purchase of pipe repair clamps for a total amount not to exceed $1,067,790. Attachments: Agenda Memo - Pipe Repair Clamps Bid Tab - Pipe Repair Clamps for Warehouse Supply Agreement 2056 - Pipe Repair Clamps 30. 19-0183 Resolution for Service Agreements for recap tire repairs for Asset Management Department Resolution authorizing two, one-year service agreements for recap tire repairs with Beasley Tire Service -Houston Inc of Houston, Texas and The Goodyear Tire and Rubber Company of Akron, Ohio for the total combined amount not to exceed $127,637.40 with two, one-year options for a total potential multi-year amount of $382,912.20. Attachments: Agenda Memo -Recap Tire Repair for Fleet Bid Tabulation - Recap Tire Repair for Fleet Maintenance Service Agreement -Beasley Service Agreement -Goodyear Resolution -Recap Tire Repair 31. 19-0346 Resolution authorizing outside city limits water contracts for River Edge Village - Phase 1 Subdivision. Attachments: Agenda Memo - River Edge Village 1 Resolution - River Edge Village 1 Contract - River Edge Village Phase 1 signed Presentation - River Edge Village 1 32. 19-0330 Second Reading Ordinance - Rezoning for a Property located at or near 3202 Interstate 69 (1st Reading 3/19/19) Case No. 0219-01 Walker Holdings and Development, LLC: Request for rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. Planning Commission and Staff Recommendation (February 6, 2019): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. Ordinance rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. Attachments: Agenda Memo 0219-01 Walker Holdings and Development, LLC Ordinance 0219-01 Walker Holdings and Development, LLC City of Corpus Christi Page 11 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 CC Report 0219-01 Walker Holdings and Development, LLC Presentation - Walker Holdings and Development, LLC 33. 19-0329 Second Reading Ordinance - Rezoning for a Property located at or near 542 Airline Road (1st Reading 3/19/19) Case No. 0119-05 Bar Property Management, LLC: Request for rezoning a property at or near 542 Airline Road from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District (Requires 3/4 Vote) Planning Commission and Staff Recommendation (February 6, 2019): Denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions. Ordinance rezoning property at or near 542 Airline Road from "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit Attachments: Agenda Memo 0119-05 Bar Property Management Ordinance Special Permit 0119-05 Bar Property Management Ordinance 0119-05 Bar Property Management Presentation - Bar Property Management CC Report 0119 Bar PRoperty Management 34. 19-0380 Second Reading Ordinance - Amending City Code to establish vicious dog regulations (1st Reading 3/19/19) Ordinance amending Chapter 6 of the Corpus Christi Code to establish vicious dog regulations; and providing for penalty. Attachments: Agenda Memo - vicious dog regulations 03.19.2019 Ordinance - Vicious Dog 2.27.19 35. 19-0170 Second Reading Ordinance - Easement Closure for properties located at 118 La Aves Court and 123 Rum Cay Court (1st Reading 3/19/19) Ordinance abandoning and vacating portions of an existing utility easement, a 46.9 square foot portion out of Lot 35 (118 Las Aves Court) and a 48.1 square foot portion out of Lot 37 (123 Rum Cay Court), Block 1, The Preserve at Mustang Island, Unit 1. Attachments: Agenda Memo - Easement Closure Las Aves and Rum Cay Ct Ordinance with Exhibits - Easement Closure Las Aves and Rum Cay Ct City of Corpus Christi Page 12 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Presentation - Easement Closure Las Ayes and Rum Cay Ct 36. 19-0349 Second Reading Ordinance - Amendment to City Code of Ordinances for Outside City Limits Water Contracts (1st Reading 3/19/19) Ordinance amending Chapter 55 of the Corpus Christi Code to allow one contract for entire subdivision for outside city limit water contracts and allow transfer of water services outside the City limits without a new contract for the same use. Attachments: Agenda Memo OCL Ordinance Update Ordinance - OCL Water Contracts Presentation - Presentation 37. 19-0400 Second Reading Ordinance - Interlocal Agreement with the Port of Corpus Christi Authority for a permitting program (1st Reading 3/19/19) Ordinance authorizing execution of an Interlocal Agreement between City of Corpus Christi and Port of Corpus Christi Authority for a permitting program; and waiving building permit requirements for Port of Corpus Christi Authority property. Attachments: Agenda Memo Port Authority Interlocal Agreement Ordinance - Interlocal Port 2019 Interlocal Agreement Port Authority wCity of CC Presentation - Interlocal Presentation Port Authority 38. 19-0411 Second Reading Ordinance - Creating Industrial District No. 4 (1st Reading 3/19/19) Ordinance authorizing the establishment of Industrial District No. 4 within the extraterritorial jurisdiction of the City of Corpus Christi, Texas; and authorizing Industrial District Agreement No. 102 with Epic Y -Grade Logistics, L.P. Attachments: Agenda Memo - ID 4 Creation Ordinance Creating ID 4 with exhibits Map of ID #4 Epic power point 3.19.19 39. 19-0334 Second Reading Ordinance - Amending City Code Regarding Commercial Vehicle and Loading Zones (1st Reading 3/19/19) Ordinance amending the Corpus Christi Code regarding loading zones, commercial vehicles, passenger loading and unloading, and adjusting a portion of the Corpus Christi International Airport short-term parking rate. City of Corpus Christi Page 13 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Attachments: Agenda Memo - Ordinance Amendment Ordinance - Legal Mark Up Presentation - Ordinance Amendment 40. 19-0325 Second Reading Ordinance - Lease Agreement for the Fiesta de la Flor Event in Corpus Christi (1st Reading 3/19/19) Ordinance authorizing agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for 2019 Fiesta de la Flor event and related activities to be held on April 12, 2019 and April 13, 2019, and allow use of streets bounded by Power Street, N. Water Street, Resaca Street and Shoreline Blvd. and including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street and providing for payment of 50% of costs for City services provided for the event. Attachments: Agenda Memo - Fiesta de la Flor 2019 Ordinance - 2019 Fiesta de la Flor 03-01-2019 Lease Agreement - Fiesta de la Flor 2019 41. 19-0344 Second Reading Ordinance - Appropriating funds for the Purchase of Heavy Equipment for Utilities (1st Reading 3/19/19) Ordinance appropriating $222,475 from the Fleet Fund Future Replacement Reserve; amending the FY2018-2019 operating budget adopted by Ordinance 031548 to increase expenditures; and approving the purchase of John Deere heavy equipment from Doggett Heavy Machinery of Corpus Christi, Texas, via BuyBoard for a total amount not to exceed $1,459,287. Attachments: Agenda Memo - Heavy Equipment Purchase for Utilities Ordinance - Heavy Equipment Purchase for Utilities Price Sheet- Heavy Equipment Purchse for Utilities L. FUTURE AGENDA ITEMS: (ITEMS 42 - 44) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 42. 19-0359 Purchase of two Ford F-150 crew cab trucks for the Police Department Motion authorizing the purchase of two Ford F-150 crew cab trucks from Silsbee Ford Inc. of Silsbee, Texas for a total amount not to exceed $62,736.10. Attachments: Agenda Memo - Purchase of Vehicles for PD Auto Theft Price Sheet - Purchase of Vehicles for PD Auto Theft 43. 19-0263 Resolution authorizing a service agreement for maintenance and City of Corpus Christi Page 14 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 inspection of fire extinguishers Resolution rejecting the apparent low bid of Cintas Corporation and the apparent second low bid of Draco Fire and Safety, LLC as non-responsive and authorizing a five-year service agreement for fire extinguishers annual maintenance and inspection with IFS Fire and Safety Inc., of Corpus Christi, Texas, as the lowest responsive bidder, for an amount not to exceed $153,175.50. Attachments: Agenda Memo - Fire extinguishers Maintenance and Inspection Resolution - Nonresponsive bid Fire Extinguishers (2) Bid Tabulation- Fire Extinguishers Annual Maintenance and Inspection Service Agreement - Fire extinguishers Maintenance and Inspection.pdf 44. 19-0433 Motion appointing a Council Member to the American Bank Center's Advisory Council. Attachments: Agenda Memo - ABC Advisory Council Proposed List of Stakeholders M. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. N. PUBLIC HEARINGS: (ITEMS 45 - 49) 45. 19-0376 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 1401 North Alameda Street. Case No. 0219-02 HCS 311, LLC: Request for rezoning a property at or near 1401 North Alameda Street from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District. Planning Commission and Staff Recommendation (February 20, 2019): Denial of the change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District Applicants Request (3/4 Vote Required) Ordinance rezoning property at or near 1401 North Alameda Street from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District. Attachments: Agenda Memo 0219-02 HCS 311, LLC Ordinance 0219-02 HCS 311, LLC (1) Presentation - HCS 311, LLC CC Report 0219-02 HCS 311 LLC 46. 19-0377 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 3502 County Road 7B. City of Corpus Christi Page 15 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Case No. 0219-03 Mostaghasi Investment Trust: Request for rezoning property at or near 3502 County Road 7B from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. Ordinance rezoning property at or near 3502 County Road 7B from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. Attachments: Agenda Memo 0219-03 Mostaghasi Investment Trust Ordinance 0219-03 Mostaghasi Investment Trust CC Report 0219-03 Mostaghasi Investment Trust Presentation - Mostaghasi Investment Trust 47. 19-0378 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 213 Kleberg Place. Case No. 0219-04 SCCBH, LLC: Request for rezoning property at or near 213 Kleberg Place from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. Ordinance rezoning property at or near 213 Kleberg Place from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. Attachments: Agenda Memo 0219-04 SCCBH LLC Ordinance 0219-04 SCCBH LLC Presentation - SCCBH, LLC CC Report 0219-04 SCCBH, LLC 48. 19-0379 Public Hearing and First Reading Ordinance - Amending the Unified Development Code regarding bars, taverns or pubs Ordinance amending the Unified Development Code regarding specific standards relating to bars, taverns or pubs. Attachments: Agenda Memo - Bar Distance Text Amend Ordinance - Bar Distance City of Corpus Christi Page 16 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 Presentation - Bar Distance UDC Text Amendment 49. 19-0382 Public Hearing and First Reading Ordinance - Urban Transportation Plan map amendment for a segment of Bronx Avenue Ordinance amending Urban Transportation Plan map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by removing a segment of Bronx Avenue. Attachments: Agenda Memo Council Bronx Ordinance - Bronx Ave Presentation - Bronx Ave O. REGULAR AGENDA: (ITEMS 50 - 55) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 50. 19-0337 Resolution for a Supply Agreement to Purchase Water Lab Clinical Supplies Resolution authorizing a three-year supply agreement for the purchase of water lab clinical supplies with IDEXX Distribution, Inc., of Westbrook, Maine for an amount not to exceed $105,000. Attachments: Agenda Memo - Water Lab Clinical Supplies Resolution -Water Lab Clinical Supplies Supply Agreement - Water Lab Clinical Supplies 51. 19-0383 Resolution authorizing four service agreements for grounds maintenance for Parks Groups 11 - 14 Resolution authorizing four 42 -month service agreements for grounds maintenance services for Parks Groups 11 - 14 with MLC Landscaping, LLC of Corpus Christi, Texas for a total amount not to exceed $235,193.20. Attachments: Agenda Memo - Grounds Maintenance Services for Parks Groups 11 - 14 Resolution - Grounds Maintenance Services for Parks Groups 11 - 14 Bid Tabulation - Grounds Maintenance Services for Parks Groups 11-14 Service Agreement 2071 - Grounds Maintenance Services for Parks Group 11 Service Agreement 2149 - Grounds Maintenance Services for Parks Group 12 Service Agreement 2150 - Grounds Maintenance Services for Parks Group 13 Service Agreement 2151 - Grounds Maintenance Services for Parks Group 14 52. 19-0387 Purchase of Cisco Smartnet network equipment, support and City of Corpus Christi Page 17 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 maintenance Motion authorizing the purchase of Cisco Smartnet network equipment support and maintenance for one year with Computer Solutions of San Antonio, Texas for a total amount not to exceed $103,413.99. Attachments: Agenda Memo - Cisco Smartnet Network Equipment Support and Maintenance Price Sheet - Cisco Smartnet Network Equipment Support and Maintenance 53. 19-0338 Resolution authorizing an agreement for renewal of software support, maintenance and hosting with Bentley Systems for Utilities and Development Services Resolution authorizing a three-year agreement for renewal of software support, maintenance, and hosting with Bentley Systems, Inc. of Exton, Pennsylvania for a total amount not to exceed $457,993.66. Attachments: Agenda Memo - Bentley Software Maintenance Support Resolution - Bentley Software Maintenance Support Price Sheet - Bentley Software Maintenance Support Renewal Quotes and Proposals Addendum to COCC Agreement with Bentley Systems, Inc. Bentley SELECT Agreement 54. 19-0072 Second Reading Ordinance - Rezoning for a Property located at or near 4130 South Alameda Street (Public Hearing held 1/22/19) (1st Reading Tabled 1/22/19)(1st Reading 2/12/19)(Tabled 3/19/19) 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): 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 "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) Attachments: Agenda Memo 1218-01 Carmelite Sisters Ordinance 1218-01 Carmelite Sisters.Alternate Proposal Ordinance 1218-01 Carmelite Sisters Split Zoning Map CC Report 1218-01 Carmelite Sisters Presentation 1218-01 Carmelite Sisters REV City of Corpus Christi Page 18 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 55. 19-0454 Initiating annexation of up to 5,700 acres along the north side of Corpus Christi Bay Resolution declaring City's intent to begin annexation of up to 5,700 acres of land into the territorial limits of the City of Corpus Christi, directing the City Manager to prepare a service plan for the extension of municipal services to the proposed annexation area, and setting two public hearings on annexation. Attachments: Agenda Memo - North Bay Annexation Resolution - Intent to annex - March 26 2019 Exhibit A - Annexation Area Map Presentation -North Bay Annexation P. FIRST READING ORDINANCES: (ITEM - 56) 56. 19-0390 First Reading Ordinance - Accepting and appropriating grant funds for Local Emergncy Planning Committee (LEPC) for Fire Department Ordinance authorizing execution of all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee in the amount of $5,000 from Texas Commission on Environmental Quality; and appropriating $5,000 in No. 1062 LEPC Fund. Attachments: Agenda Memo - TCEQ 2019 (5,000.00) Ordinance - TCEQ grant - 2018 Q. BRIEFINGS: (ITEM 57) 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. 57. 19-0447 Summary of Coastal Bend Birth Defects Inquiries Attachments: Agenda Memo - Birth Defects Birth Defects Corpus City Council Feb 2019 R. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. S. EXECUTIVE SESSION: (ITEMS 58 - 60) City of Corpus Christi Page 19 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 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. 58. 19-0442 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, cession agreements for extraterritorial jurisdiction, apportionment of extra -territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for 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, economic development agreements relating to property currently or formerly owned by Voestelpine, Corpus Christi Liquefaction, LLC, and other entities 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, potential legislation currently being considered in the Texas Legislature related to annexation and other issues, 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). 59. 19-0443 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 an arbitration proceeding relating to discipline of an employee of the City's Fire Department and pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate matters related to discipline and/or dismissal of a City firefighter (including, but not limited to, Ron Martinez), and further including possible action in open meeting related to professional services agreement with Knight Law Firm LLP for legal matters related to the aforesaid arbitration proceeding. City of Corpus Christi Page 20 Printed on 3/25/2019 City Council Meeting Agenda - Final March 26, 2019 60. 19-0444 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. T. 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. U. ADJOURNMENT City of Corpus Christi Page 21 Printed on 3/25/2019 City of Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, March 19, 2019 11:30 AM Council Chambers 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. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 11:31 a.m. B. Invocation to be given by Pastor David Bendett, Rock City Church. Pastor David Bendett gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Dan McGinn, Director of Environmental and Strategic Initiatives. Director of Environmental and Strategic Initiatives Dan McGinn led the Pledge of Allegiance. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. 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. City of Corpus Christi Page 1 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Present: 8 - Mayor Joe McComb,Council Member Roland Barrera,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 Absent: 1 - Council Member Rudy Garza E. Proclamations / Commendations 1. Proclamation declaring March 2019, "Professional Social Work Month". Proclamation declaring April 2, 2019, "National Equal Pay Day". Commendation for Katia Uriarte. "Thank You" from Girl Scouts to City Council for Celebrating their Birthday. Swearing -In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. Mayor McComb presented the proclamations and commendation; the City Council received appreciation from the Girl Scouts for supporting the organization; and Mayor McComb conducted the swearing-in ceremony for newly appointed board and committee members. 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. Mayor McComb deviated from the agenda and referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum for the Council Chambers. City Secretary Rebecca L. Huerta conducted the public comment period. Mia & Tabitha, Girl Scouts, presented a petition in favor of reinstating the hours of operation at the Janet Harte Public Library. Tracey Crown, 3226 Bimini, requested that the City Council reinstate the hours of operation at the Janet Harte Public Library. Flo East, 1605 Yorktown, spoke regarding the engineering study costs for the Water Gardens and suggested that the City contact consultants to analyze issues associated with Collier Pool and the Water Gardens. Brian Watson, 5813 Hugo, spoke regarding the Port of Corpus Christi Authority's involvement with The Carlyle Group. Susie Luna Saldana, 4710 Hakel, spoke in support of Item 47, amending the City Code to establish vicious dog regulations, and expressed concern regarding the firm hired to search for a new city manager. Joshua Garza, 2414 Capitan, requested that the City of Corpus Christi Page 2 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 City of Corpus Christi be designated as a sanctuary city for the unborn. Mimosa Thomas, 710 Ponder, spoke in opposition to Item 46, initiating annexation of up to 1,500 acres along the north side of Corpus Christi Bay, and Item 51, creating Industrial District No. 4. Jay Gardner, Chair of the Island Strategic Action Committee (ISAC), 3922 Sweet Bay, spoke regarding upcoming appointments to ISAC. Lindsey Shelton, 210 S. Alameda, spoke regarding the Corpus Christi Police Department. G. MINUTES: 2. Regular Meeting of February 26, 2019 and Special Meeting of March 6, 2019. Mayor McComb referred to approval of the minutes. Council Member Hunter made a motion to approve the minutes, seconded by Council Member Guajardo and passed unanimously (Council Member Garza - absent). F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. a. UTILITY BILLING UPDATE b. OTHER Interim City Manager Keith Selman introduced Interim IT Director Peter Collins who provided the following information regarding the City's Infor Software and utility billing system: progress regarding the Development Services portal; an update on the external audit process; the progress on the missed utility bills; and Lawson software system update. Interim City Manager Keith Selman reported on the following topics: 1) The Development Services Department is working to update the Unified Development Code (UDC) and is hosting a public meeting on Thursday, March 21, 2019 at 5:00 p.m. at the Lindale Recreation Center, 3135 Swantner. 2) The Janet F. Harte Public Library is hosting a Sensitive Storytime, which is for children with autism and sensory disorders, on Saturday, March 23, 2019 at 11:00 a.m. 3) Interim City Manager Selman recognized Gilbert Espinosa, Plant Operator at the Broadway Treatment Plant, for receiving the "Operator of the Year" award from the Texas Water Utilities Association. 4) The City received two National Environmental Achievement awards from the National Association of Clean Water Agencies. The first award was presented to the Utilities Department for its utilization of training and education to ensure staff has opportunities for career development. The second award was presented to Eva Padilla, the Communication Department's multimedia journalist, for a public service announcement 5) Interim City Manager Selman introduced the new Director of Street Operations Albert Quintanilla. S. EXECUTIVE SESSION: (ITEM 56) Mayor McComb deviated from the agenda and referred to Executive Session Item 56. The Council went into executive session at 12:33 p.m. The Council City of Corpus Christi Page 3 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 returned from executive session at 2:13 p.m. 56. 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, cession agreements for extraterritorial jurisdiction, apportionment of extra -territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for 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, economic development agreements relating to property currently or formerly owned by Voestelpine, Corpus Christi Liquefaction, LLC, and other entities 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, potential legislation currently being considered in the Texas Legislature related to annexation and other issues, 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. M. RECESS FOR LUNCH The recess for lunch was held during Executive Session Item 56. Q. BRIEFINGS: (ITEM 55) 55. American Bank Center Update Mayor McComb deviated from the agenda and referred to Item 55. Assistant to the City Manager Esther Velazquez stated that the purpose of this item is to provide an update on the operations and positive changes that have taken place at the American Bank Center (ABC). Matt Blasy, General Manager - SMG, introduced the ABC management team including: Director of Finance Lisa Manda, Director of Food and Beverage Lou Aurelio, Director of Sales Liz McCampbell, Director of Events Services Darryl Meadows and Director of Facilities Ken Bridgeman. Mr. Blasy presented the following information: the 2018 year -in -review including: implementation of benchmarks, a summary of the completed capital improvement projects, use of Type A Marketing/Co-Promotion Funds, homegrown events, and a video of the Coastal Christmas event; 2019 strategic planning and communication; 2019 capital City of Corpus Christi Page 4 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 improvement projects; and goals and objectives. Council members discussed the following topics: appreciation to SMG staff for their work; procurement and oversight of capital improvement projects; the number of hotel room nights; the number of event days projected for 2019; that SMG is focusing on events that have economic impact versus the number of events; flexed pricing by SMG; the tremendous success of the Coastal Christmas event; and the status on bringing in a Broadway Series. P. FIRST READING ORDINANCES: (ITEM 50) 50. First Reading Ordinance - Interlocal Agreement with the Port of Corpus Christi Authority for a permitting program Ordinance authorizing execution of an Interlocal Agreement between City of Corpus Christi and Port of Corpus Christi Authority for a permitting program; and waiving building permit requirements for Port of Corpus Christi Authority property. Mayor McComb deviated from the agenda and referred to Item 50. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to execute an Interlocal Agreement between the City of Corpus Christi and the Port of Corpus Christi Authority (Port) for a program waiving building permit requirements for Port of Corpus Christi Authority property. Ms. Nixon -Mendez stated that the Port of Corpus Christi Authority is planning to construct a new office building and resurface a parking lot on the south side of the Ship Channel in the Inner Harbor, immediately west of the existing Harbor Bridge, and within the city limits. The Port Authority desires exemption from platting and a more streamlined process for permitting future development. Ms. Nixon -Mendez presented the following information: an overview of the Port of Corpus Christi Authority's properties that are part of the Interlocal Agreement; a vicinity map; and the terms of the interlocal agreement. In response to Mayor McComb, Ms. Nixon -Mendez stated that the Interlocal Agreement is solely concerning Port property, which will not require permits or platting, but will require compliance with zoning requirements. Mayor McComb called for comments from the public. David Krams, Director of Engineering Services for the Port of Corpus Christi, spoke in support of the item. 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 City of Corpus Christi Page 5 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 L. FUTURE AGENDA ITEMS: (ITEM 17) Mayor McComb deviated from the agenda and referred to Future Agenda Item 17. Mike Culbertson, Corpus Christi Regional Economic Development Corporation (EDC), presented this item. 17. Resolution Approving a Chapter 212 Agreement with Gulf Coast Growth Ventures Resolution authorizing an agreement with Gulf Coast Growth Ventures LLC under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction. This Resolution was recommended to the consent agenda. 0. REGULAR AGENDA: (ITEM 44) 44. Discussion and possible action to amend the City Council Vision Elements for 2019-2020 Mayor McComb deviated from the agenda and referred to Item 44. Assistant to the City Manager Esther Velazquez stated that the purpose of this item is to discuss amending the City Council Vision Elements for 2019-2020. Ms. Velazquez provided a brief overview of the vision elements. Council members discussed the following topics: prioritizing master plans, with an emphasis on the London/Southside area; a request by Mayor McComb to provide a list of all of the master plans to the City Council; that the London/Southside area is currently being addressed due to current growth in that area; updating or creating a drainage, water, and wastewater master plan for each area of the City beginning with the London/Southside area; creating a long-term, consolidated master plan for each area; including a mechanism to pay for infrastructure; and that Development Services was determined to be the main priority of the City Council. Council Member Hunter made a motion to amend City Council Vision Element # 2. C. by adding the sentence "to include area master plans and drainage, water, wastewater and streets citywide, and to include long-term consolidation of those plans, seconded by Council Member Guajardo and passed unanimously (Council Member Garza - absent). There were no comments from the public. Council Member Barrera made a motion to approve the resolution as amended, seconded by Council Member Hunter. This Resolution was passed as amended and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza City of Corpus Christi Page 6 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Abstained: 0 Enactment No: 031704 I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 12) Approval of the Consent Agenda 4. Mayor McComb referred to the Consent Agenda. A citizen requested that Item 12 be pulled for individual consideration. A council member requested that Item 7 be pulled for individual consideration. A motion was made by Council Member Molina, seconded by Council Member Guajardo, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 Resolution authorizing grant application submission for funding available under the FY 2020 Local Security Border Security Program Grant Resolution authorizing submission of grant application in the amount of $285,193.93 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2020 Local Border Security Program Grant. This Resolution was passed on the consent agenda. Enactment No: 031695 5. Resolution approving an agreement with People Assisting Animal Control (PAAC) for services in lieu of gas tap fee Resolution approving an agreement between the City of Corpus Christi and Corpus Christi People Assisting Animal Control (PAAC) for services in lieu of Gas Tap Fee. This Resolution was passed on the consent agenda. Enactment No: 031696 City of Corpus Christi Page 7 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 6. Service Agreement Amendment for Web Based Emergency Operations Center (WebEOC) Software Maintenance and Support Motion authorizing Amendment No.1 to the service agreement with ESI Acquisition, Inc., of Augusta, Georgia for WebEOC software maintenance and support for an additional five-year term, for a not to exceed amount of $56,501.53 for revised total agreement amount not to exceed $100,753.53 and ratifying Amendment No. 1 back to the effective date of August 1, 2017. This Motion was passed on the consent agenda. Enactment No: M2019-036 8. Second Reading Ordinance - Rezoning for a Property located at or near 2725 Rand Morgan Road (1st Reading 2/26/19) 9. Case No. 0119-04 Tim Lange: Request for rezoning property at or near 2725 Rand Morgan Road from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Planning Commission and Staff Recommendation (January 11, 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. Ordinance rezoning property at or near 2725 Rand Morgan Road from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031698 Second Reading Ordinance - Appropriating Funds and Approving a Construction Contract for the Traffic Signals and Lighting Improvements (Bond 2014, Propostion 2) (1st Reading 2/26/19) Ordinance appropriating $737,916 of anticipated revenues from the Texas Department of Transportation (TxDOT), amending the capital improvement budget and authorizing the execution of a construction contract with Siemens Mobility, Inc. of Austin, Texas in the amount of $1,885,543 for Traffic Signals and Lighting Improvements for the base bid only. (Bond 2014, Proposition 2) This Ordinance was passed on second reading on the consent agenda. Enactment No: 031699 City of Corpus Christi Page 8 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 10. 11. Second Reading Ordinance - Amending City Code for Maintenance and Operation of Grease Interceptors and Oil/Sand Interceptors (1st Reading 2/26/19) Ordinance amending Chapter 55, Code of Ordinances, Article XVII, Maintenance and Operation of Grease Interceptors and Oil/Sand Interceptors, Sections 55-219 through 55-223. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031700 Second Reading Ordinance - Accepting revenue and approving a Revocable Easement with a Temporary Construction Easement to Epic Y Grade Pipeline, LP (1st Reading 2/26/19) Ordinance accepting $151,721 of revenue and authorizing execution of a Revocable Easement with a Temporary Construction Easement to Epic Y Grade Pipeline, LP. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031701 7. Resolution authorizing a Service Agreement for the M5 FleetFocus system for Asset Management Resolution authorizing a five-year service agreement for software hosting, maintenance and support for the M5 FleetFocus system with AssetWorks, LLC of Wayne, Pennsylvania, for an amount not to exceed $437,337.88 and ratifying the agreement back to the effective date of January 1, 2018. Mayor McComb referred to Item 7, a five-year service agreement for software hosting, maintenance and support for the M5 FleetFocus System for Asset Management. Director of Asset Management Jim Davis and council members discussed the following topics: service agreements and if purchase orders exceeding $50,000 were authorized by City Council; changes to purchasing fleet; minimizing direct payments; and that expenditures over $50,000 could be due to multi-year service agreements approved by prior City Councils. There were no comments from the public. Mayor McComb made a motion to approve the resolution, seconded by Council Member Barrera. This Resolution was passed and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza City of Corpus Christi Page 9 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 12. Abstained: 0 Enactment No: 031697 Second 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 (1st Reading 2/19/19) (Tabled 2/26/19) 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. Mayor McComb referred to Item 12. Deputy Police Chief Billy Breedlove stated that the purpose of this item is to amend the City's Code of Ordinances, Smoking Ordinance, by updating definitions to include electronic smoking devices, vaping and hookah; to include vaping and hookah lounges in the definition of a smoking lounge; and to restrict operation of tobacco and smoking lounges from 2:00 a.m. to 7:00 a.m. Mayor McComb called for comments from the public. Dorothy Spann, 502 Del Mar, spoke regarding the negative impact smoking lounge establishments have on adjacent neighborhoods. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 Enactment No: 031702 L. FUTURE AGENDA ITEMS: (13 - 40) 13. Mayor McComb referred to Future Agenda Items. Interim City Manager Keith Selman stated that staff had no planned presentations. A council member requested that Items 13, 20, 25, 26, 27, 28, 30 and 31 be pulled for individual consideration. Mayor McComb and Council Member Molina abstained on Item 26. Resolution authorizing an amendment to the Interlocal Agreement for Radio Communications Systems to include the Port of Corpus Christi Authority as a participant Resolution authorizing execution of an amendment to Radio City of Corpus Christi Page 10 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Communications System Interlocal Agreement between City of Corpus Christi, Regional Transportation Authority and Nueces County to include Port of Corpus Christi Authority as a participant. This Resolution was recommended to the consent agenda. 14. Resolution for the purchase of Bomb Suits for the Police Department Resolution authorizing the purchase of two EOD 10 bomb suits from MED -ENG, LLC of Ogdensburg, New York for a total amount not to exceed $70,062. This Resolution was recommended to the consent agenda. 15. Lease Purchase of two ambulances for the Fire Department Motion authorizing the lease purchase of two ambulances from Siddons-Martin Emergency Group, of Houston, Texas for an amount not to exceed $533,199.64. This Motion was recommended to the consent agenda. 16. Resolution for a Service Agreement for Inspection, Cleaning, and Repair of Bunker Gear for the Fire Department Resolution authorizing a three-year service agreement for inspection, cleaning, and repair of bunker gear with Gear Cleaning Solutions, LLC of Dallas, Texas for an amount not to exceed $390,000. This Resolution was recommended to the consent agenda. 18. Resolution Approving a Chapter 212 Agreement with Epic Y -Grade Logistics, L.P. Resolution authorizing an agreement with Epic Y -Grade Logistics, L.P., under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction This Resolution was recommended to the consent agenda. 19. Software Maintenance Agreement Amendment for the STAR Fixed Network Advanced Metering System for Information Technology Motion authorizing an amendment to Aclara Technologies LLC software maintenance agreement to allow four renewal years of annual maintenance with Aclara Technologies LLC of Hazelwood, Missouri for an amount not to exceed $116,435.75. This Motion was recommended to the consent agenda. City of Corpus Christi Page 11 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 20. Purchase of Phone System Support and Upgrades for Information Technology Motion authorizing the purchase of a three-year phone support flex plan and a statement of work for phone system support and upgrades under the current master services agreement with Great South Texas Corporation dba Computer Solutions of San Antonio, Texas for a total amount not to exceed $504,062.50 and ratifying the purchase back to the effective date of January 30, 2019. This Motion was recommended to the consent agenda. 21. Resolution for a Service Agreement for Phone System Updates with TPx Communications for Information Technology Resolution authorizing a three-year service agreement for phone system updates and support for the core phone system with TPx Communications Co. of Austin, Texas, for an amount not to exceed $390,000 and ratifying the agreement back to the effective date of January 30, 2019. This Resolution was recommended to the consent agenda. 22. Service Agreement for Commvault and Nimble Support for Information Technology Motion authorizing two one-year service agreements with Freeit Data Solutions of Austin, Texas for Commvault software support for $53,657.55 and for Nimble software support for $40,154.82, for a total amount not to exceed $93,812.37. This Motion was recommended to the consent agenda. 23. Resolution authorizing participation in cooperative purchasing program for pharmaceuticals Resolution authorizing participation in cooperative purchasing program with the Minnesota Multistate Contracting Alliance for Pharmacy, for the purchase of pharmaceuticals for the City and the Corpus Christi-Nueces County Public Health District. This Resolution was recommended to the consent agenda. 24. Renewal of Professional Services Agreement for the Medical Provider for Tuberculosis Clinic Services at the Corpus Christi Nueces County Public Health District City of Corpus Christi Page 12 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Motion authorizing a two-year amendment for renewal of the professional services agreement with Dr. William W. Burgin, Jr. M.D., as the medical provider for the Corpus Christi Nueces County Health District for an amount not to exceed $36,000, and a total revised agreement amount of $72,000. This Motion was recommended to the consent agenda. 25. Professional Services Contracts for Construction Staff Support (Capital Improvement Program and Bond Projects) Motion authorizing multiple amendments to existing contracts with optional renewals to be administratively approved totaling $1,297,920 for providing Construction Inspection Staff Support for Engineering Services. 1. Award contract amendments to Freese and Nichols - 2 Inspectors at $413,920 2. Award contract amendments to Heneco - 4 Inspectors at $696,800 3. Award contract amendment to Maverick Engineering - 1 Inspector at $187,200 This Motion was recommended to the consent agenda. 26. 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) This Motion was recommended to the consent agenda. 27. Professional Services Contract Amendment No. 1 for Packery Channel Monitoring Motion to authorize execution of Amendment No. 1 with Texas A & M University - Corpus Christi (TAMU-CC) in the amount of $188,123.00 for a total restated fee of $238,114 for Packery Channel Monitoring. City of Corpus Christi Page 13 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 This Motion was recommended to the consent agenda. 28. Professional Services Contract for Six Points Intersection Improvements (Capital Improvement Program) Motion to authorize a professional services contract with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of $421,340 for Six Points Intersection Improvements project. This Motion was recommended to the consent agenda. 29. Supply Agreement for Econolite Traffic Controllers for Street Operations Motion authorizing a three-year supply agreement for Econolite Cobalt Controllers with Paradigm Traffic Systems, Inc of Arlington, Texas for an amount not to exceed $147,000. This Motion was recommended to the consent agenda. 30. Construction Change Order and Professional Services Amendment for City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program (IDIQ) (Capital Improvement Program) Motion to authorize execution of Change Order No. 1 with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of $1,275,000 for a total restated fee of $6,375,000 and Amendment No. 1 to the Professional Services Contract with Urban Engineering of Corpus Christi, Texas in the amount of $451,746 for a total restated fee not to exceed $802,256, for the City -Wide Water Distribution Repair and Replacement IDIQ Program (Capital Improvement Program). This Motion was recommended to the consent agenda. 31. Master Services Agreement (MSA) for Professional Services for the Citywide Large -Size Water Line Assessment and Repairs Project (Capital Improvement Program) Motion to authorize execution of a Master Services Agreement (MSA) for professional services with Lockwood, Andrews & Newnam, Inc. (LAN) of Corpus Christi, Texas for a period of one (1) year in the amount of $300,000 with two (2) optional 1 -year renewals for a total contract cost of $900,000 for the Citywide Large -Size Water Line Assessment and Repairs project. This Motion was recommended to the consent agenda. City of Corpus Christi Page 14 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 32. Service Agreement for the Purchase of Motors and Preventative Maintenance for Rotork Actuators for Utilities Department Resolution authorizing a two-year service agreement with Rotork Controls, Inc. of Houston, Texas for the purchase of two motors and preventative maintenance of Rotork actuators at Wesley Seale Dam for a total amount not to exceed $68,218. This Resolution was recommended to the consent agenda. 33. Service Agreement for Mechanical Bar Screen for Laguna Madre Wastewater Treatment Plant Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one mechanical bar screen for Laguna Madre Wastewater Treatment Plant from Headworks International, Inc. of Houston, Texas for a total amount not to exceed $67,438. This Motion was recommended to the consent agenda. 34. Service Agreement for Mechanical Bar Screens for the Allison Wastewater Treatment Plant Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of two mechanical bar screens from Headworks International, Inc., of Houston, Texas for a total amount not to exceed $115,961. This Motion was recommended to the consent agenda. 35. Service Agreement for Submersible Pump for the Everhart -Staples Lift Station Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one submersible pump from Pump Solutions Inc. of New Caney, Texas for a total amount not to exceed $73,480. This Motion was recommended to the consent agenda. 36. Service Agreement for the purchase and installation of two variable drive cabinets at the Sand Dollar Pump Station Motion authorizing a one-year service agreement with Tornado Automation, LLC of Jourdanton, Texas for the purchase and installation of two variable frequency drive cabinets at Sand Dollar Pump Station for a City of Corpus Christi Page 15 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 total amount not to exceed $103,977. This Motion was recommended to the consent agenda. 37. Resolution authorizing a Service Agreement for Preventative Maintenance and Parts for the Plant Disinfection System at the O.N. Stevens Plant Resolution authorizing a five-year service agreement for preventative maintenance and purchase of parts and materials for the plant disinfection system with Environmental Improvement, Inc. of Houston, Texas for a total amount not to exceed $312,551. This Resolution was recommended to the consent agenda. 38. Supply Agreement for the Purchase of Pipe Repair Clamps for Utilities Motion authorizing a three-year supply agreement with Core & Main, LP of Corpus Christi, Texas, for the purchase of pipe repair clamps for a total amount not to exceed $1,067,790. This Motion was recommended to the consent agenda. 39. Resolution for Service Agreements for recap tire repairs for Asset Management Department Resolution authorizing two, one-year service agreements for recap tire repairs with Beasley Tire Service -Houston Inc of Houston, Texas and The Goodyear Tire and Rubber Company of Akron, Ohio for the total combined amount not to exceed $127,637.40 with two, one-year options for a total potential multi-year amount of $382,912.20. This Resolution was recommended to the consent agenda. 40. Resolution authorizing outside city limits water contracts for River Edge Village - Phase 1 Subdivision. This Resolution was recommended to the consent agenda. N. PUBLIC HEARINGS: (ITEMS 41 - 43) 41. Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 3202 Interstate 69. Case No. 0219-01 Walker Holdings and Development, LLC: Request for rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. City of Corpus Christi Page 16 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Planning Commission and Staff Recommendation (February 6, 2019): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. Ordinance rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. Mayor McComb referred to Item 41. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to rezone the subject property to allow for construction of single-family homes. 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. Council Member Hunter 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 42. Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 542 Airline Road. Case No. 0119-05 Bar Property Management, LLC: Request for rezoning a property at or near 542 Airline Road from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District (Requires 3/4 Vote) Planning Commission and Staff Recommendation (February 6, 2019): Denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions. Ordinance rezoning property at or near 542 Airline Road from "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit Mayor McComb referred to Item 42. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to rezone the subject property to allow for construction of an automated car wash. Ms. Nixon -Mendez stated that Planning Commission and staff recommend denial of the zoning change, and in lieu thereof, approval of the "CN-1/SP" City of Corpus Christi Page 17 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Neighborhood Commercial District with a Special Permit. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. A council member spoke in support of the rezoning. Council Member Hunter 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 43. Public Hearing and First Reading Ordinance - Amending the Unified Development Code regarding public notice requirements Ordinance amending the Unified Development Code subsection 3.1.7.C.2 regarding public notice requirements; and providing penalty Mayor McComb referred to Item 43. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to amend the Unified Development Code (UDC) regarding public notice requirements. The request originated from City Council to improve the visibility of public notice signs during the rezoning process. Ms. Nixon -Mendez presented the following information: the purpose of public notice signs; the proposed text amendments; an example of the new, proposed sign; and a photograph example of how a sign can be placed in the public right-of-way. Council members and staff discussed the following topics: increasing the sign and font size; consideration to increase the sign size to 16 square feet in area; staff's recommendation to implement the new signs in January 2020; that Development Services has recently purchased approximately 200 signs that are three square feet; a council member requested implementing the new signs immediately after passage of the ordinance; the cost of the signs; that the cost of public notice signs is placed on the applicant; the cost associated with City staff being responsible for posting the signs; that public notice signs were not clearly visible because they were posted a large distance from the street; and that real estate signs are smaller than the proposed sign. Council Member Hunter made a motion to amend the ordinance by increasing the sign size to 4' x 4' (16 square feet in area), as quickly as possible, with a larger font. A brief discussion ensued regarding the font. Council Member Hunter rescinded his motion. Mayor McComb opened the public hearing. Mary Margaret Hebert, 613 Miramar, stated that the size of the public notice sign should be based on the size of the property. lain Vasey, 3713 South Lake Drive, spoke in support of a 3' x 3' sign. Mayor McComb closed the public hearing. City of Corpus Christi Page 18 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 A council member spoke regarding the size of the sign being based on the type of street where the property is located. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Smith. This Ordinance failed and was not approved with the following vote: Aye: 4 - Mayor McComb, Council Member Molina, Council Member Roy and Council Member Smith Nay: 4 - Council Member Barrera, Council Member Guajardo, Council Member Hernandez and Council Member Hunter Absent: 1 - Council Member Garza Abstained: 0 O. REGULAR AGENDA: (ITEMS 45 - 46) 45. Second Reading Ordinance - Rezoning for a Property located at or near 4130 South Alameda Street (Public Hearing held 1/22/19) (1st Reading Tabled 1/22/19)(1st Reading 2/12/19) 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): 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 "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) Mayor McComb referred to Item 45. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to rezone property located at 4130 South Alameda. At the first reading, City Council approved an alternate rezoning concept that was developed between the applicant and neighborhood stakeholders. To allow time for an accurate metes and bounds to be drawn, the second reading of the ordinance was scheduled for today's meeting. In the interim, staff met with neighborhood stakeholders who expressed the desire for a six-foot screening fence along Carmel Parkway ditch in the "RM-1/SP" conditions. This fence would connect to an existing fence on the property. Additionally, staff identified a typographical error in the "RM-1/SP" conditions that requires a correction. Ms. Nixon -Mendez presented the following motion: Motion to amend the zoning ordinance to include metes and bounds description of tracts as presented by staff, and to revise the first condition of the "RM-1/SP" to remove the phrase "or without" to prohibit drive-through or drive-in facilities. Ms. City of Corpus Christi Page 19 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Nixon -Mendez added that should Council wish to add the condition of a fence to the "RM-1/SP", this would require a motion to remove condition number 7 regarding landscaping, and replace with condition number 7, "Screening: A 6 -foot screening fence shall be placed along the property line shared with the Carmel Parkway ditch." Mayor McComb referred to comments from the public. Darrin Aldrich, 426 Carmel, spoke regarding the permitted uses in the "RM -1" zoning related to dormitory or sorority living, and stated that the neighborhood is requesting to preserve to "RS -6" with a Special Permit for the area along the Carmel Parkway ditch. Mark Adame, 819 N. Upper Broadway, representative for the applicant, stated that he was not aware of the meeting between the neighborhood stakeholders and staff and the applicant is not aware of any of the proposed changes related to the screening fence or the alternate zoning proposed by the neighborhood. Council members and staff discussed the following topics: the permitted uses in the "RM-1"and "RS -6" zoning; that Tract 1 faces Alameda Street; that social services are not permitted in any of the discussed zoning districts; that staff met with the neighborhood and did not invite the applicant; the neighborhood's concern with dormitory living. Council Member Smith made a motion to amend the ordinance to rezone Tracts 1 and 2 to "RS-6/SP" to allow all uses in the "RM -1" zoning, with the exemption of boarding homes and dormitory living, allowing for commercial uses in Tract 1; and to include metes and bounds description of tracts as presented by staff, and to revise the first condition of the "RM-1/SP" to remove the phrase "or without" to prohibit drive-through or drive-in facilities; to remove condition number 7, regarding landscaping, and replace with condition number 7, "Screening: A 6 -foot screening fence shall be placed along the property line shared with the Carmel Parkway ditch." A brief discussion ensured regarding the the permitted uses in the "RS -6" and "RM -1" zoning districts and the screening fence. Council Member Smith amended his motion to amend the ordinance to rezone Tracts 1 and 2 to "RS-6/SP" to allow all uses in the "RM -1" zoning, with the exemption of boarding homes and dormitory living, allowing for commercial uses in Tract 1; and to include metes and bounds description of tracts as presented by staff, and to revise the first condition of the "RM-1/SP" to remove the phrase "or without" to prohibit drive-through or drive-in facilities, seconded by Mayor McComb. The motion to amend failed and was not approved with the following vote: Council Members Guajardo and Smith voting "Aye"; Mayor McComb and Council Hernandez, Hunter, Molina, Roy, and Barrera voting "No"; (Council Member Garza - absent). Council members discussed allowing all parties to met to discuss the rezoning. Council Member Hunter made a motion to table this item to the meeting of March 26, 2019, seconded by Council Member Smith. This Item was tabled to the meeting of March 26, 2019 with the following vote: City of Corpus Christi Page 20 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Aye: 7 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Nay: 1 - Council Member Hernandez Absent: 1 - Council Member Garza Abstained: 0 46. Initiating annexation of up to 1,500 acres along the north side of Corpus Christi Bay Resolution declaring City's intent to begin annexation of up to 1,500 acres of land into the territorial limits of the City of Corpus Christi, directing the City Manager to prepare a service plan for the extension of municipal services to the proposed annexation area, and setting two public hearings on annexation. Mayor McComb referred to Item 46. Director of Planning and ESI Daniel McGinn stated that the purpose of this item is to initiate annexation procedures for up to 1,500 acres along the north side of Corpus Christi Bay along the La Quinta Ship Channel. Mr. McGinn presented the following information: the process cities follow to initiate annexation; background on the subject property; an aerial overview of the annexation area; that the City of Corpus Christi is the only municipality that legally, under the Texas Government Code, can annex the area; the proposed annexation schedule; and staff's recommendation to move forward with the proposed annexation schedule and direct the Interim City Manager to prepare the required service plan. Council members and staff discussed the following topics: that a majority of the property is owned by the Port of Corpus Christi; the reasons the City is considering annexation of the property; the Chapter 212 agreement with Gulf Coast Growth Ventures (Exxon); that the property, not owned by the Port of Corpus Christi, will have the opportunity to enter into a Chapter 212 Ag -exempt agreement; the details of the service plan; and if Exxon is in favor of the annexation Mayor McComb called for comments from the public. James Klein, 3501 Monterrey, spoke in opposition to the annexation. Neil McQueen, 423 Estate, member of Surfrider Foundation and Coastal Alliance to Protect our Environment (CAPE), spoke regarding environmental concerns related to industrial expansion. Council Member Barrera made a motion to approve the resolution as amended, seconded by Mayor McComb. This Resolution was passed as amended and approved with the following vote: Aye: 6 - Mayor McComb, Council Member Barrera, Council Member Hernandez, Council Member Molina, Council Member Roy and Council Member Smith Nay: 1 - Council Member Hunter Absent: 2 - Council Member Garza and Council Member Guajardo City of Corpus Christi Page 21 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Abstained: 0 Enactment No: 031703 P. FIRST READING ORDINANCES: (ITEMS 47 - 49 AND 51 - 54) 47. First Reading Ordinance - Amending City Code to establish vicious dog regulations Ordinance amending Chapter 6 of the Corpus Christi Code to establish vicious dog regulations; and providing for penalty. Mayor McComb referred to Item 47. Animal Care Services Program Manager Mike Gillis stated that the purpose of this item is to amend the City's Code of Ordinances to establish vicious dog regulations. The ordinance will place consequences on dog owners and encourage responsible ownership to keep animals restrained. There were no comments from the public. Council members, Mr. Gillis, and Police Chief Mike Markle discussed the following topics: the average number of incidents that occur regarding vicious dogs; that other cities are requiring owners to register vicious animals; the difference between vicious dogs and dangerous dogs; that the definition of a dangerous dog is that the dog attacks a human; the consequences/penalties for vicious dog owners; if additional penalties can be added to the ordinance; if the ordinance is limited to dogs; how Animal Care determines that a dog is vicious; and review of the amendment by the Animal Control Advisory Committee. Council Member Molina 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 48. First Reading Ordinance - Easement Closure for properties located at 118 La Aves Court and 123 Rum Cay Court Ordinance abandoning and vacating portions of an existing utility easement, a 46.9 square foot portion out of Lot 35 (118 Las Aves Court) and a 48.1 square foot portion out of Lot 37 (123 Rum Cay Court), Block 1, The Preserve at Mustang Island, Unit 1. Mayor McComb referred to Item 48. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to abandon and vacate two locations in a ten -foot wide utility easement located in The Preserve at Mustang Island, Unit 1. The applicant is requesting the closure due to the extension of architectural columns into the easement. There were no City of Corpus Christi Page 22 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 comments from the Council or the public. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 49. First Reading Ordinance - Amendment to City Code of Ordinances for Outside City Limits Water Contracts Ordinance amending Chapter 55 of the Corpus Christi Code to allow one contract for entire subdivision for outside city limit water contracts and allow transfer of water services outside the City limits without a new contract for the same use. Mayor McComb referred to Item 49. Director of Development Services Nina Nixon -Mendez stated that the purpose of this item is to amend the City's Code of Ordinances, Article VIII, Section 55-113 and 55-114 regarding outside city limits (OCL) water contracts. The proposed amendment will reduce excessive administrative requirements for builders and staff facilitating the development process. Ms. Nixon -Mendez presented the following information: the developments with OCL water contracts; a map of the geographical location of the OCL developments; the ordinance language; and the OCL water contract language. There were no comments from the public. Council members and staff discussed the following topics: that the City has a Water Certificate of Convenience and Necessity (CCN) for this area and is required to provide water service; if inside city limit water rates are higher than OCL water rates; and if there is a water grid in the area and a sufficient arterial network. 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 51. First Reading Ordinance - Creating Industrial District No. 4 Ordinance authorizing the establishment of Industrial District No. 4 within the extraterritorial jurisdiction of the City of Corpus Christi, Texas; and City of Corpus Christi Page 23 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 authorizing Industrial District Agreement No. 102 with Epic Y -Grade Logistics, L.P. Mayor McComb referred to Item 51. Director of Planning and ESI Daniel McGinn stated that the purpose of this item is to authorize creation of Industrial District No. 4 and approve an Industrial District Agreement with Epic Y -Grade Logistics, LP. Council members and staff discussed the following topics: what the industrial district is required to pay to the City; and that the City is not required to provide service in the industrial district. Mayor McComb referred to comments from the public. lain Vasey, Corpus Christi Regional Economic Development Corporation (EDC), stated that the EDC is in favor of this item. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 52. First Reading Ordinance - Amending City Code Regarding Commercial Vehicle and Loading Zones Ordinance amending the Corpus Christi Code regarding loading zones, commercial vehicles, passenger loading and unloading, and adjusting a portion of the Corpus Christi International Airport short-term parking rate. Mayor McComb referred to Item 52. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to amend the City's Code of Ordinances, Chapters 9 and 53, regarding loading zones, commercial vehicles, passenger loading and unloading, and adjusting a portion of the Corpus Christi International Airport short-term parking rate. Director of Aviation Fred Segundo was available to respond to questions. There were no comments from the public. Council members and staff discussed the following topics: review of the amendments by the Airport Board; and the reasons for the amendment. Council Member Barrera 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza City of Corpus Christi Page 24 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 Abstained: 0 53. First Reading Ordinance - Lease Agreement for the Fiesta de la Flor Event in Corpus Christi Ordinance authorizing agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for 2019 Fiesta de la Flor event and related activities to be held on April 12, 2019 and April 13, 2019, and allow use of streets bounded by Power Street, N. Water Street, Resaca Street and Shoreline Blvd. and including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street and providing for payment of 50% of costs for City services provided for the event. Mayor McComb referred to Item 53. Interim Director of Parks and Recreation Becky Perrin stated that the purpose of this item is to authorize an agreement with the Corpus Christi Convention and Visitors Bureau (CVB) for the 2019 Fiesta de la Flor event and related activities and to allow use of downtown streets. There were no comments from the public. A council member spoke regarding April 16th being named Selena Day at the Texas Capital. Council Member Molina 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: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 54. First Reading Ordinance - Appropriating funds for the Purchase of Heavy Equipment for Utilities Ordinance appropriating $222,475 from the Fleet Fund Future Replacement Reserve; amending the FY2018-2019 operating budget adopted by Ordinance 031548 to increase expenditures; and approving the purchase of John Deere heavy equipment from Doggett Heavy Machinery of Corpus Christi, Texas, via BuyBoard for a total amount not to exceed $1,459,287. Mayor McComb referred to Item 54. Director of Asset Management Jim Davis stated that the purpose of this item is to purchase heavy equipment for Utilities. There were no comments from the public. A council member spoke regarding the budget for this purchase. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and City of Corpus Christi Page 25 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 approved with the following vote: Aye: 8 - Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 R. LEGISLATIVE UPDATE: None. H. BOARD & COMMITTEE APPOINTMENTS: 3. Mayor McComb deviated from the agenda and referred to board and committee appointments. Mayor McComb announced that the appointments were postponed to the March 26, 2019 Council meeting. Building Standards Board Library Board Museum of Science and History Advisory Board Sister City Committee Tree Advisory Committee No action was taken on Board & Committee Appointments. S. EXECUTIVE SESSION: (ITEMS 57 - 58) Mayor McComb referred to Executive Session Items 57 and 58. The Council went into executive session at 6:08 p.m. The Council returned from executive session at 6:59 p.m. 57. 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 the provision of incentives pursuant to any previously executed or proposed economic development and/or business incentive agreement(s) between the City and/or related entities and Upper Padre Partners, LP, Gulf Shores Ventures, and/or North Padre Waterpark Holdings, Ltd. and/or past or present assignees, affiliates, creditors or shareholders of any of the aforesaid entities, , including, but not limited to Padre Island Holdings, LLC, Diamond Beach Holdings, LLC, Axys Capital Credit Fund LLC, possible development agreements or other funding mechanisms related to the construction of Park Road 22 bridge and related infrastructure, including, but not limited to, bridges, culverts, canals, sewers, mains, lift stations, pump stations, revetments, pilings, and ditches, and permitting related thereto and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to business prospect(s) that the City seeks to have locate, stay or expand in City of Corpus Christi Page 26 Printed on 3/22/2019 City Council Meeting Minutes March 19, 2019 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. 58. 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 case of Graham Construction Services, Inc. et al v. City of Corpus Christi et al. This E -Session Item was discussed in executive session. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS None. U. ADJOURNMENT The meeting was adjourned at 6:59 p.m. City of Corpus Christi Page 27 Printed on 3/22/2019 BUILDING STANDARDS BOARD *Two (2) vacancies with terms to 03/03/22, representing the following categories: 1- At -Large and 1- Home Builder. Composition Seven (7) members, three (3) members at -large of whom shall be residents of the City and home owners; one (1) shall be a lawyer, three (3) chosen from: realtor, architect, engineer, general contractor, home builder or building materials dealer. Appointed by the City Council for three-year staggered terms. Elects its own chairman. Name Term Appt. date End date Appointing Authority Position Status Category Attendance *Gary K Adams 1 4/19/2016 3/3/2019 City Council Not seeking reappointment At -Large *Dante C Miller 1 3/8/2016 3/3/2019 City Council Seeking reappointment Home Builder 7/9 meetings 77% (2 excused absences) Joel E De La Garza 1 11/17/2015 3/3/2020 City Council Active Lawyer Lee Hassman 1 1/20/2015 3/3/2020 City Council Chair Active Member At -Large Lillian T Helms 1 3/27/2018 3/3/2020 City Council Active General Contractor Tim Honea 2 3/24/2015 3/3/2021 City Council Vice Chair Active Home Builder Craig Loving 2 3/24/2015 3/3/2021 City Council Active Member At -Large Building Standards Board Applications Name District Category Sheridan A Benning District 4 At -Large Pete G. Cavazos District 2 At -Large Navid Zarghooni District 4 Home Builder and At -Large CITY OF CORPUS CHRISTI Submit Date: Feb 03, 2018 Application for a City Board, Commission, Committee or Corporation Profile Sheridan First Name Email Address 421 Claremore Street Address Corpus Christi City What district do you live in? * �J District 4 Current resident of the city? c' Yes r No 20 If yes, how many years? Home: (361) 510-9119 Primary Phone A Middle Initial Benning Last Name Home: (361) 510-9119 Alternate Phone Sheridan Outfitters DBA The Sharp Shooter_..-_ .__. _._ Partner Employer Job Title 5515 S Staples Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78411 Work Address - Zip Code 3619801190 Work Phone Austin.benning@thesharpshooter.com Work E-mail address TX State 78412 Postal Code Sheridan A Benninn Pane 1 of 5 Preferred Mailing Address I'J Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Archived BUILDING STANDARDS BOARD: Archived 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) Some College still sparaticly attending TAMUCC. Managed my family's business inside Corpus Christi since I was 17. Lots of business and social media marketing experience. Why are you interested in serving on a City board, commission or committee? I want to get more involved in city politics. I love this city and want it to be the best it can. I've lived here the majority of my life and have seen great projects get passed on and not so great of projects get approved. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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 Sheridan A Renninn 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 6' 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 c' 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 Visual Arts (painting, sculpture, arts media) 17 Marketing 17 Business Development Groups / Corporate Representative Question applies to BUILDING STANDARDS BOARD The Building Standards Board must include representatives from certain categories. Do you qualify for any of the following categories? 17 None of the above Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? 0' Yes r No Sheridan A Benninn 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 Sheridan A Benning Pane 4 of 5 Consent for Release of Information 1 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 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 Sheridan A Benninn Pane 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 12, 2018 Application for a City Board, Commission, Committee or Corporation Profile Pete G. Cavazos First Name Middle Initial Last Name pcavazos@edrachal.org Email Address 337 Primrose Street Address Corpus Christi City What district do you live in? * I'J District 2 Current resident of the city? Yes r No 49 It yes, how many years? Mobile: (361) 960-8420 Home: (361) 371-5314 Primary Phone Alternate Phone Ed Rachel Foundation Director of Facility Operations Employer Job Title 555 N. Carancahua, suite 700 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78404 Work Address - Zip Code 361-881-9040 Work Phone pcavazos@edrachal.org Work E-mail address TX State 78404 Postal Code Pete G. Cavazos Pane 1 of 5 Preferred Mailing Address 17 Horne/Primary Address Which Boards would you like to apply for? BUILDING STANDARDS 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) Associates Degree in Architecture, Certified Building Code Official, Building Inspector, Plans Examiner, Coastal Construction Inspector and Fire Inspector. Why are you interested in serving on a City board, commission or committee? Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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 Does your employer or your spouse's employer have a City contract? ✓ Yes r No Pete G. Cavazos Pane 2 of 5 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 BUILDING STANDARDS BOARD The Building Standards Board must include representatives from certain categories. Do you qualify for any of the following categories? I None of the above Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? • Yes r No Pete G. Cavazos 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. 1 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 Pete G. Cavazos Pane 4of5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 17 I Agree Pete G. Cavazos Pane 5 of 5 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 04, 2019 Profile Navid Zarghooni First Name Last Name Email Address 2129 Airline rd Street Address Corpus Christi City What district do you live in? * 17 District 4 Current resident of the city? Yes r No 7 years It yes, how many years? Home: (361) 946-8208 Primary Phone Home: (361) 946-8208 Alternate Phone Devonshire custom homes Builder Employer Job Title 2129 Airline rd Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78414 Work Address - Zip Code 3619468208 Work Phone Work E-mail address TX 78414 State Postal Code Navid Zarnhooni Pane 1 of 4 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? BUILDING STANDARDS BOARD: Submitted Interests & Experiences Are you a registered voter? • Yes r No Why are you interested in serving on a City board, commission or committee? To be able to help improve and educate on the growth in the city Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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 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 Navid Zarahonni 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 r 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. None Board -specific questions (if applicable) Question applies to BUILDING STANDARDS BOARD The Building Standards Board must include representatives from certain categories. Do you qualify for any of the following categories? 177 Home Builder Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? c' Yes r No Navid 7arnhnnni 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. 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. rJ 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 Navid 7arnhnnni Pane 4 of 4 ISLAND STRATEGIC ACTION COMMITTEE Six (6) vacancies with terms to 3/23/22, representing the following categories: 1 - Developer, 1 - Padre Isles Property Owners Association, 1 - Commercial Property Owner, 2 - At -Large and 1 - Padre Island Business Association. The Padre Isles Property Association nominated Polly L. Balzer and the Padre Island Business Association has nominated Cheri Sperling for reappointment. (Note: staff is recommending the postponement of the Commercial Property Owner position for further recruitment). Composition The committee shall consist of fourteen (14) members appointed by the City Council. The membership must include: 1- member of the Padre Isles Property Owners Association, who has been nominated by the association; 1- residential property owner who owns property and resides on Mustang or Padre Island; 1 - commercial property owner who owns property and operates a business on Mustang or Padre Island; 1- developer of property on Mustang or Padre Island; 1 - member of the Padre Island Business Association, who has been nominated by the association; 1- architect or professional engineer, who does work on projects on Mustang or Padre Island; 1- realtor, who primarily represents buyers or sellers of property on Mustang or Padre Island; 1- construction contractor, who primarily works on projects on Mustang or Padre Island; 1 - representative of an environmental group; 1 - person who resides on Mustang Island or who is an employee of a Mustang Island property owner; and 4 - at -large representatives who are residents of the City. Not less than twelve (12) members must reside or own property on Mustang or Padre Island. One (1) of the at -large representatives may, but is not required to, reside on Mustang or Padre Island. The City Council may appoint not more than five (5) members of the action committee who do not reside within the City if they own or represent the owner of property on Mustang or Padre Island. The following organizations may appoint a representative to serve as an ex -officio advisory member of the action committee without vote: Planning Commission, Watershore and Beach Advisory Committee, Park and Recreation Advisory Committee, Nueces County, Nueces County Water Control and Improvement District No. 4, and Corpus Christi Convention and Visitors Bureau. Of the initial members, seven (7) members shall serve a three-year term and six (6) members shall serve a two-year term, as determined by a drawing to be conducted by the City Secretary's Office. Thereafter, all terms shall be three (3) years. Name Term Appt. date End date Appointing Authority Position Status Category Attendance *Aaron B Huffman 1 3/8/2016 3/23/2019 City Council Seeking reappointment Developer 10/12 meetings 83% (2 excused absences) *Stan Hulse 2 9/25/2012 3/23/2019 City Council Met six-year service limitation Padre Isles Prop. Owners Assoc. Charles L Knoll 1 3/8/2016 3/23/2019 City Council Not seeking reappointment Commercial Property Owner *Kathleen L Pratt 2 5/27/2014 3/23/2019 City Council Resigned At -Large *Rick Sowash 2 3/19/2013 3/23/2019 City Council Met six-year service limitation At -Large *Cheri Sperling 1 3/8/2016 3/23/2019 City Council Seeking reappointment Padre Island Business Assoc. 9/12 meetings 75% (3 excused absences) Name Term Appt. date End date Appointing Authority Position Status Category Attendance Libby Edwards 2 3/24/2015 3/23/2021 City Council Active At -Large Jay N Gardner 1 3/20/2018 3/23/2021 City Council Chair Active Professional Engineer Brud Jones 2 3/24/2015 3/23/2021 City Council Vice Chair Active Residential Property Owner Stephan M Noack 1 3/20/2018 3/23/2021 City Council Active Mustang Island Rep. David Perry 2 3/24/2015 3/23/2021 City Council Active Environmental Group Jodi Steen 2 9/25/2012 3/24/2021 City Council Active Construction Contractor Carter Tate 2 3/24/2015 3/23/2021 City Council Active Realtor Jerry D Watkins 1 3/20/2018 3/23/2021 City Council Active At -Large R. Bryan Gulley N/A N/A N/A Ex -Officio, Non-voting Active Nueces County Paulette Kluge N/A N/A N/A Ex -Officio, Non-voting Active CVB Dotson Lewis Jr. N/A N/A N/A Ex -Officio, Non-voting Active Parks and Rec Adv. Comm. Dan McGinn N/A N/A N/A Ex -Officio, Non-voting Active Planning Commission Keith McMullan N/A N/A N/A Ex -Officio, Non-voting Active Nueces County Water Control and Prevention District #4 Cliff Schlabach N/A N/A N/A Ex -Officio, Non-voting Active Watershore and Beach Adv. Comm. Island Strategic Action Committee Applications Name District Category Polly L Balzer District 4 Padre Isles Property Owners Association Nominee Theresa Beck District 4 At -Large Daniel R Brown District 4 At -Large Keith R Clark District 4 At -Large Heather Cooley Coxe District 4 At -Large Joseph H Distefano District 4 At -Large Charles F Duffley Other / Non - Resident Developer of Property on Mustang or Padre Island Ronald F Ederer District 4 At -Large Alan A Guggenheim District 4 At -Large *Keith Heavilin District 4 At -Large Brent R Hess District 4 At -Large Brian T Mccabe District 4 At -Large Terry A Palmer District 4 At -Large Kaylynn J Paxson District 4 At -Large Jacqueline Phillips District 4 At -Large Fred Samudio District 4 At -Large Kateryna M Wowk District 4 At -Large *Currently serves on the Ethics Commission. Will resign if appointed. CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Mar 05, 2019 Profile Ms. Polly Prefix First Name 44061110010.* Email Address 13825 Topsail St. Street Address Corpus Christi City What district do you live in? * 17 District 4 Current resident of the city? c• Yes c No 2 If yes, how many years? Mobile: (512) 731-8129 Primary Phone self Employer 1009 Furman Ave. Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78404 Work Address - Zip Code 3618825588 Work Phone ork E-mail address Ms- PnIIv L Balzer L Balzer Middle Initial Last Name Home: (512) 731-8129 Alternate Phone REALTOR® Job Title TX 78418 State Postal Code Pane 1of5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: 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) State Bar of Texas Texas Association of Realtors Padre Island Yacht Club Padre Island Enrichment Club New Neighbors League 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 have a strong interest in the development of North Padre Island. My intention is to live here until my death. Strategic growth will help to encourage the success of business and improve the quality of life for its visitors and residents. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? r Yes No Demographics Gender f7 Female Code of Ethics - Rules of Conduct/Conflicts of Interest Ms. Polly L Balzer 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? 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. N/A Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Realtor (Who primarily represents buyers or sellers of property on Mustang or Padre Island) 17 Residential Property Owner (Who owns property and resides on Mustang or Padre Island) 17 Padre Isles Property Owners Association Member (Nominated by the Association) Ms. Polly I_ Balzer 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. fJ 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 Ms. Polly L Ralzer Pane 4of5 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 Ms. Polly L Balzer Pane 5 of 5 POLLY BALZER 13825 Topsail St., Corpus Christi, TX 78418. 512-731-8129 PROFESSIONAL EXPERIENCE REALTOR® 2017 - PRESENT Weichert, Realtors ®- The Place Of Houses Corpus Christi, TX Providing representation to clients buying and selling real estate, primarily residential real estate in Nueces County, Texas. ATTORNEY AT LAW Polly Balzer, P.C. 2001-2017 Austin, TX Owned and operated family law practice with an emphasis on child custody, family abuse issues, small to medium sized estates in Travis County, Texas and contiguous counties. STAFF ATTORNEY Women's Advocacy Project 1998-2001 Austin, TX Provided free legal representation in family law cases involving family violence in Travis and Williamson counties. Assisted in development of Austin Travis County Family Violence Protection Team processes and procedures. Wrote request for federal grant and performed annual reporting duties thereof. Assisted municipal court judges in issuance of Emergency Magistrates Orders in cases of assault family violence. EDUCATION DOCTORATE OF JURISPRUDENCE 1997 University of Texas School of Law Austin, TX BACHELOR OF ARTS 1993 Southwest Texas State University San Marcos, TX INTERESTS Reading, traveling, sailing, beach -combing, volunteering, dancing, camping, puzzles CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 26, 2019 Profile Theresa First Name Email Address 14210 Jackfish Ave Street Address Beck Last Name Corpus Christi TX City State What district do you live in? * F7 District 4 Current resident of the city? c Yes r No 2 If yes, how many years? Mobile: (512) 636-9737 Primary Phone n/a Work Address - Street Address and Suite Number Work E-mail address Mobile: (512) 739-1644 Alternate Phone Preferred Mailing Address w Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted 78418 Postal Code Interests & Experiences Are you a registered voter? r Yes c No Theresa Beck Page 1of4 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) Some College My professional experience is in the non-profit management and Financial area. I have extensive volunteer experience as a Board Member of an emergency response organization, a disability non-profit organization, as well as a volunteer at many community and Island events, from organized beach cleanups to the Whooping Crane festival. Why are you interested in serving on a City board, commission or committee? I live on the Island and stay involved with activities from Port Aransas to North Padre to the National Seashore. I attend the majority of the ISAC meetings already as I soon learned firsthand that a lot more decisions and discussions about the Island and how discussions evolve. I know a lot more is happening than I knew about by just attending our local homeowner association meetings and I would like to be a more active part of the discussions. Upload a Resume 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 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? CYes 6*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 Theresa Beck 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? c Yes cz 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. n/a Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * W Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Verification Theresa Beck 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. 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 1 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. pJ I Agree Theresa Beck Page 4 of 4 Corpus Christi, TX • THERESA BECK 512.636.9737 • m,me/TeriBeck NON-PROFIT EXECUTIVE Skilled non-profit executive with extensive experience in operations management, serving as a key leader and strategic partner of business management teams to enable the coordination of joint services. Adept in understanding core business objectives and processes and translating those needs into a clear definition of business requirements. Effective communicator offering comprehensive direction and leadership to staff. Proven expertise in developing innovate programs that foster an exceptional work environment and manage change. • Operations Management • Budget Analysis • Human Resources • Special Event Coordination • Financial Reporting • Strategic Planning & Analysis • IT Administration • Staff Leadership and Training PROFESSIONAL EXPERIENCE PLUMERIA SOCIETY OF SOUTH TEXAS - Corpus Christie, TX 2017 - Present Board Officer - Treasurer Remotely serve as the custodian of the Society funds, online financial accounts, and legal tax documents. Provide analysis and recommendations to the President and the Board regarding financial interest of the organization. Prepare monthly and annual fiscal reporting, budget preparations, and expenditure projections. Establish data collection and digital financial tracking and reporting systems, banking systems, payment processing and reporting, and automated payment scheduling. Key Contributions: ■ Established a cloud -based system for setting up all financials from an all paper process, leading to increased ease of accessing financials for all officers with individual user accounts. ■ Integral participant in increasing membership by 56% in 2017; at present time, surpassing that number, doubling membership from 2017. ■ Coordinated two successful annual fundraising events, including having media coverage for the first time, doubling attendance, and maintaining an active Facebook page. CITY OF AUSTIN, OFFICE OF EMERGENCY MANAGEMENT - Austin, TX 2004 - 2016 CERT Board Chair Oversee the guidance, direction, and strategic planning of 450+ active volunteer members of the City of Austin/Travis County Community Emergency Response Team (CERT). Track events, conduct meetings, and develop extensive FEMA training programs for new volunteers. Trained to respond with aid to communities in times of large-scale disasters. Assist First Responders in the event of local, smaller scale emergencies, and annual training exercises. STATE OF TEXAS - Austin, TX 2007 - 2016 Budget Analyst, Department of Ageing & Disability Services Served as management consultant to intra/interagency staff on federal funds management. Analyzed problems and developed solutions for the various federal titles. Prepared, reviewed, and finalized program activity code tracking requests, edit cost allocation factors, and other data required for budgets and expenditures processing to meet state and federal reporting requirements. Key Contributions: ...continued... THERESA BECK Page 2 • Identified and assisted in solving problems impacting budgetary control (staff ceilings, budget authority, method of finance (budget and expenditure), cash balances, match rate changes, and budget limits on items such as travel, cost pools, and capital. • Prepared, reviewed, analyzed, monitored and reported the impact of interagency contracts for budget staff, gathered information required for quarterly billings, and resolved billing/collection problems. • Selected as DADS representative on Emergency Operations Team due to CERT/NIMS certifications and experience. DISABILITY ASSISTANT OF CENTRAL TEXAS, INC. - Austin, TX 1995 - 2007 Operations Manager / Manager of Information Systems Managed all accounting functions, including reporting to Board of Directors. Ensured all monthly, quarterly, and annual reports were generated accurately and submitted on time. Managed federal contracts, coordinated agreements with vendors and suppliers, and administered contracting standards and processes ensuring compliance with policies and procedures while finalizing contracts for execution. Key Contributions: • Initiated the development of an emergency plan for people with disabilities in the workplace after 9/11, where one had not previously existed. • Implemented and monitored continuity planning for organizations systems and services in the event of a disaster or catastrophic event. • Identified organizational problems and designed effective and efficient interventions, identifying and elevating system -level issues. ■ Developed and implemented organization -wide strategies for talent acquisition and selection of office and field staff exceeding 200. • Overhauled the recruitment and employment process to reduce costs and enhance quality of hires • Served on National Technology Roundtable Team and guided affiliates nationwide in technology and hardware/software issues, overseeing LAN and telephone system administration. ■ Instituted a safety program that moved the agency from an extra -hazardous employer with Worker's Compensation rates of $100K per year down to 0 accidents and insurance rates of less than $42K, saving $52K per year in costs. EDUCATION & TRAINING Non -Profit Management; Volunteer Management; Emergency Preparedness Austin Community College - Austin, TX Training St. Petersburg College - Medical Response to WMD Certificate (24 hours) Governor's Division of Emergency Management, Texas Emergency Management Workshop Austin Travis County EMS certified in CPR/AED American Red Cross certifications in Basic First Aid, and Advanced First Aid VOLUNTEER SERVICE AWARDS Volunteer of the Year, Office of Emergency Management 2006 Excellence in Service Award, OEM/COA for service during hurricanes Katrina and Rita Gold Presidential Volunteer Service Award for 2006 Silver Presidential Volunteer Service Award for 2005 Bronze Presidential Volunteer Service Award for 2004 COMPUTER PROFICIENCIES QuickBooks, Windows, Word, Excel, Publisher, PowerPoint, Outlook, Adobe Suite, PhotoShop, FrontPage, Small Business Server 2003, Network Administration (network cabling, wireless hubs, routers and switches), Access, Norton Server Corporate Edition, and multiple anti-spyware programs and utilities Marwan Alhashmi - Page 3 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Mar 07, 2019 Profile Daniel First Name Email Address 13574 Camino Dr Plata Ct Street Address Corpus Christi City What district do you live in? * pr District 4 Current resident of the city? rYes r•No 5.5 years If yes, how many years? Mobile: (512) 567-0389 Primary Phone Retired Banker and Corpus Christi Housing Authority Employer 3701 Ayers Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78415 Work Address - Zip Code 361 889 3393 Work Phone dan.brown@hacc.org Work E-mail address R Brown Middle Initial Last Name Mobile: (512) 567-0389 Alternate Phone CCHA- Special Projects (Part Time) Started 3/4/19 Job Title TX State III Suffix 78418 Postal Code Daniel R Brown III Page 1 of 5 Preferred Mailing Address pr Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION 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 Education, Professional and/or Community Activity (Present) B.S. Nicholls State University Graduate School of Banking LSU Executive Leadership School at University of Texas Timmons Ministries Board Member Why are you interested in serving on a City board, commission or committee? I believe I can add value to the citizens of the Island regarding our relationship with the City of Corpus Christi. I have developed many relationships with Island residents as well as City officials and Council members. I have lived here long enough to understand the issues that affect the Island. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No Demographics Gender IJ 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 Daniel R Brown III Page 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 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 6- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes 6' 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 ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * I -J Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Daniel R Brown III Page 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. 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. 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. 1 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 Daniel R Brown III Page 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 Daniel R Brown III Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Mar 11, 2019 Application for a City Board, Commission, Committee or Corporation Profile Keith R Clark First Name Middle Initial Last Name 01040611101. Email Address 14646 Compass St Street Address Corpus Christi City What district do you live in? * FT District 4 Current resident of the city? Yes r No 2 If yes, how many years? Mobile: (813) 900-0662 Primary Phone Business: (361) 949-9500 Alternate Phone Edward Jones Investments Financial Advisor Employer Job Title 14646 Compass St., Ste #4 Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78418 Work Address - Zip Code 3619499500 Work Phone keith.clark@edwardjones.com Work E-mail address Ste #4 Suite or Apt TX State 78418 Postal Code Keith R Clark Page 1 of 5 Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? a Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: La Posada Foundation committee member, PIBA Ambassadors Education, Professional and/or Community Activity (Present) BS degree, Series 7,77, Insurance licensed, PIBA, La Posada Foundaton, USMC Toys for Tots annual fund drive. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Island Strategic Action Committee Why are you interested in serving on a City board, commission or committee? Benefit Flour Bluff, Padre Island and Mustang Island residents and business community. I live and work on Padre Island and want the best for our Islands. The uploaded resume is the most current that I have from 2016. I have been working for Edward Jones Investments since Feb 2017 on Padre Island. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? rYes r• No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Keith R Clark Page 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? C Yes 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 Cr 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 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? 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. N/A Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * IJ Residential Property Owner (Who owns property and resides on Mustang or Padre Island) IJJ Padre Isles Property Owners Association Member (Nominated by the Association) iJ Padre Island Business Association Member (Nominated by the Association) Keith R Clark Page 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. 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. 1•J I Agree Keith R Clark Page 4 of 5 Consent for Release of Information 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 swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Keith R Clark Page 5 of 5 600 E. Sonterra Blvd #5106 San Antonio, TX 78258 (813) 900-0662 Keith R Clark Professional Experience Nov 2014 — Present Elbit Systems of America (M7 Aerospace). San Antonio, TX Director, Upgrades & Modifications Business Development Business development lead for commercial, U.S. and foreign military and government agencies and international defense organizations for fixed wing aircraft maintenance and modifications. Establish business relationships for airframe, avionics, systems upgrades to include integration and aircraft modifications for avionics modernization, NViS, SATCOM, mission sensor suites (ISR), pax -to -cargo mod's, Engineering and field service support to enhance operational effectiveness of the aircraft. Recent wins include C-23 Sherpa FAA airworthiness certification ($600k), SOFSA enhanced ISR retrofit contract ($1M), U.S. Dept of State C-23 acft upgrades for FMS partner ($1.4M), NASA B200 systems upgrade ($300k), ANG C-26 maintenance upgrades ($600k), USN C-26 ASTARS III modifications for fire control radar, ISR package design and integration, glass cockpit and performance improvements totaling $10M. Established teaming agreement with 8(a) contractor in joint pursuit of $22M avionics modernization and acft performance upgrades for US Military customer as sole source set-aside contract for 13 acft. Annual sales goal of $35M. Feb 2014 — Nov 2014 Greenwich AeroGroup Director, Government and Military Business Development Business development lead for U.S., Foreign and Military fixed and rotary wing maintenance, repair and overhaul (MRO) of commercial and military platforms for three MRO FBO sites within U.S. Instrumental in attracting depot maintenance partnering agreements with Sikorsky for $150M Army HH -60 InductionlMRO contract and L-3 Comm for Army C-12 depot maintenance and pursuit of USAF/USN maintenance contract. Developed teaming agreements in joint pursuit of Gov't/Military aircraft maintenance contracts with Prime and small business contractors as well as direct sales for our CR&O and parts distribution businesses. Jan 2012 — Oct 2012 Selex Galileo, Inc, Tampa, FL Director, USAF Business Development Leads business development efforts to grow sales of Aircraft Integration within USAF, USN, USCG and FMS customers for fixed and rotary wing aircraft. Established teaming agreement with Lockheed Martin, Boeing and ES3 for F2AST and SbAST IDIQ contracts. Established Partnering agreement with Rockwell Collins and Astronautics for U.S. and FMS a/c fixed/rotary wing bid opportunities to offer full Finmeccanica/AgustaWestland/Selex product and engineering capabilities and to act as sub -tier contractor for engineering, labor and hangar facilities on military aircraft technology insertion integration programs. Led Selex B -D A/I Team on acquiring first bid opportunity for IDIQ contract with USAF C-130 and UH -1 acft. Provide lead management for USAF/USN/USCG/FMS proposal development and contract program management. Jan 2011- Jan 2012 Pemco World Air Services. Tampa, FL Director, Business Development Government Programs Worked to develop 588,000 sq ft hangar facility and 500 employees to qualify for military aircraft MRO, upgrade and modification work. Established partnering agreements with 12 Prime Contractors within four months and worked to establish qualification of Pemco to provide direct support to USAF and USN on multiple cargo and transport aircraft. Developed Ground Ops and Safety procedures per DCMA 8210.1 requirement and outlined actions to achieve AS9110 Certification for MRO. Coordinated efforts to upgrade facilities, ramps, taxiways, personnel training, acft ground handling equipment, technical manuals, safety, security and ITAR procedures to make site fully qualified per USAF/USN/DCMA/DCAA to perform maintenance on military aircraft. Left due to Pemco discontinuing pursuit of military MRO business to focus on commercial MRO and cargo mod businesses. 2006 - 2010 Eaton Corp Aerospace, Sarasota. FL Military Account Team Manager, US Air Force, US Navy Business Development and sales of hydraulic, fuel, fluid conveyance, electrical products and repair services to the USAF, USN and Foreign Militaries for fixed, rotary wing aircraft and UAV's. Coordinate sales through military aircraft depots on major overhaul, repair and service life extension programs. Exceeded 2009 sales goal of $111M by 7% and grew market share by 20% at Tinker AFB. Established quarterly Strategic Supplier Review meetings with USAF Logistics/Contracting improving communication and growing market share at all three USAF Air Logistics Centers. Provided monthly and annual sales projections and status reports for military sales and market conditions to include competitor's activities and future sales opp's. Established contacts at USAF Special Ops Forces (AFSOF) for immediate sales of new products leading to larger sales within USAF Operational forces. Developed business relationships with Derco Aerospace, RUAG Aerospace as distributors working on Eaton's behalf and Sikorsky - Mubadala for new MRO product and repair sales for Middle East. Sales of electrical sensing and control products to major OEM, Military and Distributor customers throughout the world to include DoD, Boeing, Airbus, Lockheed Martin, Honeywell, L-3. Won several long-term, multi-million dollar BPA's for new product development. Provided expert FAR knowledge to win $1M order from Rockwell Collins for switch design with Eaton as sole source supplier achieving 60% profit margin on order with NRE included. Promoted to Director position. 2003 - 2006 Eaton Corp Cutler -Hammer, Tampa, FL Industrial Sales Engineer Outside sales of Electrical Control and Distribution products to Industrial, Commercial, Utility and OEM customers in Western Florida. Grew sales of C -H products by over 52% in first year and 41% growth in second year achieving 106% of sales goal. Provide electrical engineering and project management support in sale of $2.1M annual individual goal and team goal of $13M. Grew sales to targeted OEM customer by over 300% achieving $500k in sales through outside -the -box thinking and sales activity. Transferred to Eaton Aerospace Division. 2002 — 2003 Eaton Corp Cutler -Hammer, Arden, NC Project Management Engineer Project engineering and management of Large and Major Industrial projects >$100k for Western sales offices. Project management of highly engineered projects to include medium voltage and small voltage equipment. Coordinate sales and manufacturing to achieve quality and profitability goals while increasing sales with existing customer base of OEM, Distribution and commercial and industrial customers. Manage $12 - $15 million in annual projects. Promoted to Outside Sales. 2001— 2002 Shallbetter. Inc, Atlanta, GA OEM Regional Sales Manager Sale of medium -voltage switchgear to include metal enclosed, metal clad, padmounted, capacitor banks, primary metering equipment through territorial Rep Agents for commercial, industrial, utility and institutional customers. Annual goal of $6.25 million. Competed directly with major switchgear manufacturers and built for them as OEM manufacturer. Position eliminated due to company going out of business. 1999 - 2001 Platt Electric Supply, SLC. UT Distributor Regional Sales Manager Responsible for growing Wholesale distribution sales of residential, commercial and industrial construction sales in excess of $18 million through focused efforts towards top 20% of client base. Improved lagging first qtr sales to equal record 1998 sales. Responsible for management and sales training of 7 Outside sales engineers throughout UT and southern ID. Established Regional Quotations department generating 50% increase in gross sales. Provided bids for LV and MV multi-million dollar construction and industrial projects. Company eliminated all RSM positions. 1996 —1999 Eaton Corp Cutler -Hammer. Sumter, SC Product Engineer Supervised team of 18 employees in sale, engineering, manufacture and assembly of medium - voltage, load interrupter switchgear. P&L responsibility of $35M product line, Bid preparation, sale price negotiation, order engineering, scheduling of drafting, manufacturing and acceleration of orders. Achieved 98+% on-time manufacturing and shipment. Engineering and manufacture coordination with Transformer and low -voltage equipment. Responsible for service and warranty issues and after -market parts. $5 million annual aftermarket sales with $1M annual budget. 1992 —1996 Edward Jones Investments, St Louis, MO Investment Representative Responsible for professional management of $80 million in assets. Extensive use of Fundamental and Market Analysis in the sale of debt and equity securities and management of Qualified retirement plans. Issued Annuity insurance contracts. Provided sales training to approx 300 IR's on improving sales, presentation and cold -calling and marketing skills. Top sales producer in class of 103 Rep's. Series 7, 6, 63, Fixed and Variable Annuity licensed. Worked 12 months in IR Development dept providing sales training, coaching and developing monthly, quarterly and annual sales goals for approx 60 investment representatives. Traveled to IR offices to work one-on-one with each IR growing sales to achieve expedited office profitability and financial success. Ted Jones Prospecting Award recipient. 1991-1992 USAF Academy, Colorado Springs, CO Contracting Staff Management Officer Major Command Staff Officer responsible for ensuring Logistics Directorate and Academy is properly educated to follow established FAR, DFAR, AFFAR and USAF Academy regulations and procedures. Responsible for educating and auditing base agencies in proper use of Commodities, Services and Construction and GSA contracts as outlined by regulations. Established the IMPAC small -dollar purchase authorization program to streamline purchase of required goods and services for quick response to urgent needs, thereby, saving significant time and money to the US Air Force. Achieved Excellent rating during Operational Readiness Inspection (ORI). Warranted to $500k. Company Grade Officer of Year Award and Meritorious Service Medal for advanced knowledge of FAR regulations to save the USAF Hospital over $250k in emergency purchase. Voluntarily separated from 12 years Military Service. 1987 -1991 00 -ALC Ogden Air Logistics Center, Hill AFB. UT Contracting/F-16 Aircraft Maintenance Officer (Captain USAF) Responsible for negotiation and administration of multi-million dollar Firm, Fixed Price contracts in support of aircraft, missile and conventional munitions contracts. Provided cost/price analysis, negotiation and award of sole -source and competitive contracts with OEM accounts such as Boeing, Lockheed Martin, General Dynamics, etc using FAR, DFAR AFFAR regulations. Directly supervised 240 maintenance personnel on maintenance of 24 F-16 aircraft and ground equipment valued in excess of $500 million. Honor graduate from USAF Contracting training program and achieved Outstanding rating on all Operational Readiness Inspections. Completed Cost/Price Analysis and Contract Negotiations formal training courses. Experienced in negotiating FFP, Cost Plus fixed fee, Incentive fee, Services and Engineering contracts and engineering change proposals. Completed Squadron Officer School (SOS) in Residence. Held previous USAF positions as RF -4C Avionics Maintenance Technician and F -4E Operations Officer. Education: 1992 Webster University, Colorado Springs, CO Major: Masters in Business Administration 1985 Utah State University, Logan, UT Major: Bachelor of Science Political Science 1983 University of South Carolina. Sumter, SC Major: Associates of Science Computer Science CITY OF CORPUS CHRISTI Submit Date: Feb 24, 2019 Application for a City Board, Commission, Committee or Corporation Profile Ms. Prefix Heather First Name Email Address 13905 Forestay Street Street Address Corpus Christi City What district do you live in? * W District 4 Current resident of the city? t: Yes r No 3.5 If yes, how many years? Home: (202) 302-1656 Primary Phone Padre Isles Property Owners Association Employer 14015 Fortuna Bay Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78418 Work Address - Zip Code (361) 949-7025 Work Phone heather@pipoa.net Work E-mail address Cooley Coxe Last Name Mobile: (202) 302-1656 Alternate Phone Bulkhead and Architectural Control Coordinator Job Title TX State 78418 Postal Code Ms. Heather Cooley Coxe Page 1 of 5 Preferred Mailing Address p Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted 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: N/A Education, Professional and/or Community Activity (Present) Community: Texas Master Naturalist - South Texas Chapter; TEXSAR - Texas Search & Rescue First Responder, certified in Flood and Swiftwater (FAST), Ground Search and Rescue (GSAR), and Incident Management If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) ISAC Why are you interested in serving on a City board, commission or committee? From the moment I relocated to Texas and became an "Islander" almost four years ago, I immediately recognized Padre Island as anything but just another neighborhood. Instead, I quickly discovered the Island to be a very special place that's home to quality residential development, a commercial center, and the area's leading visitor attraction - all the elements that provide for a strong community that was developed, in part, by volunteers and partnering agencies with a strategic mindset on how best to shape our island. Now, I would like to continue that purpose, helping to further aid in the future growth and develoment our island. I can think of no better opportunity to advance the growth of the Island than by serving on the Island Strategic Action Committee. Upload a Resume Demographics Gender p Female Code of Ethics - Rules of Conduct/Conflicts of Interest Ms. Heather Cooley Coxe Page 2 of 5 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 r• No Does your employer or your spouse's employer have a City contract? ✓ Yes t: 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 t' 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 6* 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) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * rJ Residential Property Owner (Who owns property and resides on Mustang or Padre Island) W Padre Isles Property Owners Association Member (Nominated by the Association) Ms. Heather Cooley Coxe Page 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. 1,7 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 Ms. Heather Cooley Coxe 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. 1 understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 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 swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Ms. Heather Cooley Coxe Page 5 of 5 Heather Cooley Coxe 13905 Forestay Street, Corpus Christi, Texas 78418 * (202) 302-1656 cell Summary Results -orientated professional recognized for consistent performance with challenging and time - sensitive assignments while managing multiple priorities in complex, deadline -driven environments. Strong organizational, leadership and planning skills. Demonstrated success of effectively communicating across all levels of an organization. Professional Experience First Tennessee Bank/First Horizon National Corporation January 2006 - April 2017 Memphis, TN/Corpus Christi, TX Senior Commercial Consultant/Credit Consultant 11 September 2015 - April 2017 Promoted to Portfolio Management/Loss Mitigation in the Centralized Commercial Underwriting Unit (C2U2), with responsibilities ranging from credit underwriting to asset quality of a $2 billion portfolio of small business loans. • Determined credit worthiness and appropriate lines of credit. • Managed renewal process for "Score Only" credits; ensured credits were renewed prior to maturity. • Tracked and reported on loan portfolio to identify suspect accounts that may be in early stages of distress. • Ensured portfolio credits were correctly risk rated and downgraded when conditions warranted; tracked and monitored companies' compliance against covenants. • Served as a Subject Matter Expert (SME) in the redesign of the process workflow of annual loan renewal process. • Established as a leader within the group all while working remotely from home office in Corpus Christi, TX. Credit Consultant August 2014 - September 2015 Provided project and portfolio management support to the Executive Vice President of the Community Bank Market (CBM). The CBM represents seven different markets across the Tennessee footprint that together have approximately $1.5 billion in deposits, $650 million in loans and over 180 employees. • Developed ad hoc reports of loan and deposit portfolio and provided analysis and summary of findings. • Managed Commercial Lending Authority database, Regulation 0 and other corporate -level initiatives. Credit Consultant I/Executive Assistant April 2011 - August 2014 Provided project support to the Executive Vice President, Regional Bank Credit Executive (RBCE). The RBCE is responsible for all centralized underwriting, loan approval and management of the bank's portfolio of commercial loans under $3 million, in addition to Loan Closing Administration for all commercial lending transactions. • Served as project lead in the complete redesign and implementation of the bank's Regulation 0 compliance process, developing project plans, writing procedures, controls and reporting. • Participated in the redesign of the Centralized Commercial Underwriting Unit resulting in $1.2 million annual savings. • Managed the Commercial Credit Lending Authority database; developed and managed post approval review process of lending authority to ensure loan approvals were approved with sound credit decisions. • Managed commercial wide ONS exception clean-up project, at the request of the President of the bank. Credit Consultant/Executive Assistant October 2009 - April 2011 Served as a credit consultant to the Commercial Banking Director who was responsible for the portfolio management and asset quality of the Commercial Real Estate (CRE) line of business, with assets of approximately $1.4 billion in commitments and $960 million in outstandings. Accomplishments included: • Served as a member of the team responsible for the design, development and implementation of the CRE Operating Model Initiative, contributing to the identification of the loan portfolio, design of workflow and templates, credit policy rewrites, coordination of training and post implementation training. • Assisted in the development of asset quality, portfolio management and ad hoc reports and tickler systems that were used as a basis of decision regarding portfolio management. Examples include CRGS, ONS exceptions. Bank Ops Manager/Loan Operations Supervisor January 2006 - October 2009 • Promoted to manager -level position over the Division Support Department responsible for operational projects to improve processes and efficiency within the division. Recruited and promoted to design and implement the Loss Mitigation Department for the Consumer Lending Group shortly thereafter. Robert Half International November 2004 - January 2006 Staffing Manager Memphis, TN • Interviewed, assessed and placed qualified candidates in various accounting jobs to match clients' needs. • Managed staff of approximately 60 temporary employees, preparing payroll and conducting performance reviews. The Boston Consulting Group June 2002 - October 2003 Vice President Assistant Washington, DC • Provided high level executive assistance to the Senior Vice President and Chair of Americas. Corning Incorporated October 1995 - March 2002 Executive Assistant/Communications Assistant Corning, NY/New York, NY • Assisted executive management team with creation and delivery of presentations and speeches. • Organized and conducted research facility tours for Wall Street analysts and national, regional and local media; served as one of the official spokespeople for the Science and Technology Division. • Researched and wrote press releases, fact sheets and executive biographies. • Co-authored award winning 2000 National Medal of Technology submission for Corning Incorporated for the invention of the first low loss fiber optic cable. The National Medal of Technology is the highest honor awarded by the President of the United States to America's leading innovators. 2 Activities Ultra marathoner, tri -athlete, Texas Master Naturalist, active member of TEXSAR - Texas Search and Rescue Responder with certifications in Flood and Swiftwater and Ground Search Rescues. References Available upon request. 2 CITY OF CORPUS CHRISTI Submit Date: Feb 21, 2019 Application for a City Board, Commission, Committee or Corporation Profile Joseph First Name Email Address 15345 Cartagena Ct Street Address Corpus. Christi City What district do you live in? * H Distefano Middle Initial Last Name IJ District 4 Current resident of the city? r Yes r No 5 If yes, how many years? Home: (210) 336-8108 Primary Phone Retired Employer Retired Work Address - Street Address and Suite Number Retired Work Address - City Retired Work Address - State Retired Work Address - Zip Code Reti red Work Phone Retired Work E-mail address Home: (210) 336-8108 Alternate Phone Owner Job Title TX State 78418 Postal Code .1nsenh H Distefann Pane 1 of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted 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: None Education, Professional and/or Community Activity (Present) 1 Year college, 45 years as a business owner If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Any 'sac Why are you interested in serving on a City board, commission or committee? Aid committee in furthering a positive business climate on the island Demographics Gender I"J 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 Do you, your spouse, your business or your spouse's business have a City contract? r Yes r• No Jnsenh H Distefano 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? rYes 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. No questions answered yes Board -specific questions (if applicable) 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) Jnsenh H Distefano 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 .7osenh H Distefano 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. 17 I Agree .7nsenh H Distefano Pane 5 of 5 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Mar 07, 2018 Profile Charles First Name Email Address 112 Lance Ln Street Address Victoria City What district do you live in? * F7 Other / Non -Resident Current resident of the city? rYesc-No F Duffley Middle Initial Last Name Home: (361) 730-3630 Home: (361) 482-8351 Primary Phone Alternate Phone Axys Group Director Employer Job Title 320 State Hwy of Tx Work Address - Street Address and Suite Number Austin Work Address - City Texas Work Address - State 78104 Work Address - Zip Code cduffley@axysgroup.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted Charles F Duffley TX State 77904 Postal Code Page 1of4 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) Masters in Business & Marketing (Development & Hotel) Why are you interested in serving on a City board, commission or committee? Have a strong passion for coastal development Upload a Resume Demographics Gender J7 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 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 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 Charles F Duffley 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 No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes t' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I have none! Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * W Developer of Property on Mustang or Padre Island Verification Charles F Duffley 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. g 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. FT I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. g I Agree Charles F Duffley Page 4 of 4 Charles F. Duffley... LEADING COMPANIES TO ACCELERATED GROWTH AND PROFITABILITY Victoria, TX • 361-730-3630 • Global Senior Operations Executive with demonstrated success of leading companies to optimized performance in diverse environments. Leverages sales and marketing background coupled with strong engineering aptitude to identify and capitalize on emerging market trends that drive companies to new levels of growth and profitability. Broad experience across large and small company settings with the solid grounding in best practices, lean manufacturing, and excellent customer service response programs. A motivational multicultural leader builds and develops high - performing teams that consistently exceed expectations. Select strengths: • Leadership - Lead the development for a $1.5 billion 4 -star resort community expansion. • Negotiations of Creative Marketing Strategies- Negotiated marketing relationships with both Coastal Living (Time Inc.) and Texas Monthly Magazines for strategic brand exposure by developing show homes and tours for the Texas Gulf Coast. • Mergers and Acquisitions/Turnaround - Directed acquisition, Increasing sales more than 35% globally in 18 months. • Expansion into International Markets - Delivered more than 22% in profit in one year by expanding business throughout European Union, New Zealand and Australian markets. • Expansion via Licensing Agreements - Achieved 10 -fold growth in 2 1/2 years via licensing and product expansion Multi -Dimensional Capabilities that Optimize Performance • Start-up and Turnaround • Mergers and Acquisition's • Customer Problem Resolution • Competitive Product Positioning • New Business Development • Account Development and Retention • Strategic Business Planning • Promotions and Merchandising • Performance and Productivity Improvement • ROI Planning and Budgeting • Multifunctional Experience • Best Practices • Reengineering, Revitalization and Turnaround • Multi -Site Operations • Logistics and Distribution • P&L Finance and Budgeting A Career of Increasing Top Line Revenues to Drive the Bottom Line Sea Oats Group/Cinnamon Shore LLC, Port Aransas, TX, 2014 - Present Land Development, Realty Sales, Resort &Vacation Management, Home Owner Association MANAGING DIRECTOR & CMO Directed all land planning and entitlements for a $1.5 Billion -expansion of Cinnamon Shore South. Recruited new executive management team and negotiated strategic partnerships with banking partners, architects, builders, technology, and information management companies. Transitioned the start-up venture to full-scale operational hospitality businesses and aggressively grew the Resort development, through Strategic Marketing, Realty Sales, Property and Vacation Management, Resort Services that included Food & Beverage and Concierge Services. Directed the entire Internet/website development process, leveraged past success with one-on-one marketing concept (developed as Managing Partner/ Vice President of Radians) to create an immediate and sustainable market presence. • Grew the business with asset of $100 million to over $300 million in 2.5 years Charles F. Duffley Page 2 • Expansion leadership and direction. Managing relationships with: board of directors, land planner, civil engineers, city, county, the core of engineers, and other outside agencies. ■ Negotiated several rounds of private financing for rapid growth and expansion Arlon Perfume & Beauty, San Antonio, TX, 2013 - 2014 Importer/Exporter Sales & Distribution of HBA Products PRESIDENT & COO Turned a struggling business that in 11 years had never made money. Expanded sales into new channels of distribution. Overhauled operational issues within supply chain, finance and new product development that aided in the overall business success, marketing effectiveness, quality, service and cost-effective management of resources. Formulated policy and quickly developed new strategies and procedures. Created Latin American offering that surpassed competition, Held P&L responsibility with 65 employees. • Grew the business to over $25 million in less than eight months • Led the Research and Development of a new product line that has expanded the business into two new channels of distribution, which has diversified the company's customer base and represents 45% of the overall business Identified operational cost-cutting measure that will save the company over $650,000 per year in bottom line savings • Formulated policy and quickly developed new strategies and procedures. Created Latin American offer that surpassed competition Dalphis Holdings, Memphis, TN, 2010 - 2013 Manufacturer of Interior Window Coverings PRESIDENT & COO Developed marketing plan that introduced new products and services into business sector. Directed development of new businesses and alliance relationships. Build upon an entrepreneurial culture. Integrated new management team. Oversaw company operations to ensure sales success, production efficiency, marketing effectiveness, quality, service and cost-effective management of resources. Held P&L responsibility with 120 employees. ■ Cut manufacturing costs from $26 a unit to $8. Kept labor at fixed percentage by increasing efficiency. • Led development of new channel strategies that generated 8% from old business and 18% in new business. • Positioned company for sale in January 2012. Asked to stay on for the transition period. Pure -Air, Greenwood, MS, 2008 - 2010 Commercial Services Business/Facilities Management. MANAGING DIRECTOR Wrote businesses' plans and budgets for multiple production locations, sales and marketing efforts and full-service engineering and design capability. Oversaw executive team to build organization and competencies. Evaluated and upgraded IT systems. Closely monitored P&Ls, balance sheets, forecasting, pricing and value creation. Set up all sales and compensation programs. Held full business unit P&L with nine direct and 300 indirect reports. ■ Grew sales almost two -fold in 18 months by expanding current base of business into large national accounts, including Wal-Mart, Dollar General, Family Dollar and PetSmart. • Drove sales growth of 15% by initiating marketing plan that introduced new technology into education segment that increased market share. NPG & Lifetime Industries, Inc., Memphis, TN, 2007 - 2009 Manufacturer of commercial filtration. An OEM supplier environment with highly engineered product components design and manufacturing sold in Latin and South America, Europe and Australia. Charles F. Duffley Page 3 PRESIDENT NEW PRODUCT GROUP VICE PRESIDENT LIFETIME INDUSTRIES concurrent positions Thinking out of the box, spearheaded one licensing agreement with DuPont to go after Brita and Pur resulting in rapid expansion. Ensured branded communication and public relations. Provided strategic planning and execution. Held P&L responsibility with four direct and 50 indirect reports. • Doubled sales in 2007 through new customers and new distribution channels. • Spearheaded acquisition of cut and sew liquid and dust collection business to increase product lines which generated more than 35% in 2007 sales due to knowledge of contracting, negotiating and change management. Projected five-year ROI, which was completed in 24 months. • Delivered more than 22% in new business as key executive for major national accounts of Trane, Carrier, Lennox, DuPont and Honeywell. Radians, Inc., Memphis, TN, 2004 - 2007 Global personal protection equipment vendor. MANAGING PARTNER AND VICE PRESIDENT MARKETING PRESIDENT, SSI concurrent positions Oversaw development of businesses, alliance relationships and event marketing with DEWALT, Black & Decker, Remington, and NASCAR. Formulated policy and quickly developed new strategies and procedures. Created Latin American offer that surpassed competition. Expanded business on global scale and, as flagship business unit, led overall enterprise by example and results. Steered company to the forefront of the industries served. Held full P&L responsibility with three direct and 20 indirect reports. Led acquisition of DEWALT footwear business that generated over 45% in 2006 sales. Increased new business more than 35% as key executive for major national accounts, including Costco, Sam's Club, Wal-Mart, Home Depot, Lowe's and Sears at Radians. International Paper Company, Memphis, TN, 1992 - 2004 Forest products industry. MANAGING DIRECTOR, HEWLETT PACKARD GLOBAL BUSINESS. Launched fastest growing global office paper product line (HP Everyday brands). Chaired corporate -to -corporate partnership between International Paper and Hewlett Packard. Moved US business from development organization to fully functioning entity, working within control environment of global management and process structure. Analyzed and interpreted financial data; held P&L responsibility with cross -functional team of five direct reports and 25 indirect reports. Took sales from zero to $750M in seven years by overcoming cultural differences to grow a truly global business that utilized outsourced partners resulting in highest profits in the company. Faced challenge of no initial capital investment. Negotiated agreements with outside suppliers and converters to launch in new global regions. Results - $2M of ongoing annual profit. Achieved 250% increase in US sales revenue with full responsibility for negotiating major, multi-year contracts generating revenues of up to $18M per contract. Created and introduced 75 new products that generated over $500K in first-year profits. Climbed the corporate ladder, beginning career within paper mill engineering department and Georgia-Pacific customer service and outside sales. Education Cornell University, Ithaca, NY- BS, Business Management CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Feb 09, 2019 Profile Ronald First Name Email Address 15345 Caravel Street Address Corpus Christi City What district do you live in? * J District 4 Current resident of the city? r• Yes r No 7 years + If yes, how many years? Mobile: (210) 573-3566 Primary Phone F Middle Initial Ederer Last Name Home: (210) 326-7882 Alternate Phone Texas A&M Corpus Christi Adjunct Professor Employer Job Title Political Science Department Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 361 825 2696 Work Phone Ronald.ederer@tamucc.edu Work E-mail address Preferred Mailing Address W Home/Primary Address TX State 78418 Postal Code Ronald F Ederer Page 1 of 4 Which Boards would you like to apply for? ISLAND STRATEGIC ACTION 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) JD St.Mary's School of Law, BBA North Texas / adjunct professor Texas A&M CC, Padre Island Yacht Club future planning committee, Vice Chairman Texas Racing Commission Why are you interested in serving on a City board, commission or committee? The future of Corpus Christi and it's growth with the assistance and partnership with Padre Island... 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 r• No Ronald F Ederer 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 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? CYes r'No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes 6' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. The answer is no Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * J Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Ronald F Ederer 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. R 1 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. • 1 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 Ronald F Ederer Page 4 of 4 fhwriers2,A 1 ueoiaawfly,a. luffkifatak.m L 11.4.-".• ?I'M! - V44.1. 44714`Atic40, 9 24)0 _awafte Ew Lama Veattla Ciatirat, RI.MN WraKml*MKA fro! :ttaki .M11:1 Enswis.,imat,Niip As. rmaata, The !caLl.aM "aardseal 41-1•mmi v 41*-.0wa MMI -2C011 Mra*vr,l-Mia Vag A aadalka... .MAttlia Otarki tlY4EiNik2,1 ii(1M--2001) to4 pweii.104 Ikea Itmaa L Jl,Iw l'Akc Car, lf,01,11TIChlavellwrMSAN "xxixyk kin= Ctwrirp Kotat-4.6-= Part:p..014 15134 Eiccw Ihc Coogjtm. Dittlitt Ex ?wasn't Otiose IrVE.41 11 iku. (bully Ch41M1.111 ri9b6-14t6 Chaim -11041 No aign,I,Apra4020 1,Agyziofl 14 Suit' Ektir4ikan 1Lxwainc.V,mrgliktcartzn. 19%-1,191t tekNYPINAWAY Uketlxix!.:iinc:. Misn Pitman, iAni Cots -tag 1:03 474,144 J.0 -Y PI -11.4* maj &i.kfaak,a0.4ak ma gnaw a' 45,aaa4.affarao ROM •ata0.-N, jam eara Ckant. Ya-tvo r44114.0= NA Malectaa MikvA. roo MA_ Mak rew Mae Uthslarti. Lguuteaulliatiell hal ikik Vakoffalai afia-jil (War. 14.am IrtOct areMi! '44.4.50 'Alan 19,17441_ Cmt Saztiat. AlMakt Or Pru6 4 tirAti (iIApritocritUr..iisisl rNsito,tgetErimri eiArfaab, T-4.€01einv avytT WreuciAnti Th gailaitinliaft r4ittaSWeLAIVIN-tet. frr tho Irtgon 4r1rmo Mtess PiarikxV-Gid 14'*, trItittriitylarTrAhilia Li 19174$ Csivg*.kraMtquia-str foe ibe lkotati LNA-ktof Te4ta4 tkokn Ditim j1Iflqiim) rP:76, A-484iee taticel Sues Almergy PAM 976 Los OA 4o 1 kaorable Emit &At^ UM led Sign: hite fie ste 'Western Atstligof fcf-11 J91V.1,72 CITY OF CORPUS CHRISTI Submit Date: Feb 25, 2019 Application for a City Board, Commission, Committee or Corporation Profile Mr Prefix Alan First Name alan.guggenheim@sensiblecare.org Email Address 15346 Cartagena Ct Street Address Corpus Christi City What district do you live in? * F7 District 4 Current resident of the city? r: Yes r No 8 If yes, how many years? Business: (361) 442-2362 Primary Phone A Guggenheim Middle Initial Last Name Mobile: (361) 850-3667 Alternate Phone Sensible EMS Chairman and CEO Employer Job Title 15346 Cartagena Ct Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78418 Work Address - Zip Code 361-442-2362 Work Phone Alan.Guggenheim@sensiblecare.org Work E-mail address TX State 78418 Postal Code Mr Alan A Guggenheim Page 1 of 5 Preferred Mailing Address F7 Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted STREET MAINTENANCE FEE BOARD OF APPEALS: 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) BS, U. Paris, 1971; MSCE Civil Engineering, Ecole Speciale des Travaux Publics (Public Works Engineering School), Paris, 1975; grad., French Command -Gen. Staff Res. Coll., 1981. Asst. prof. math. Nat. Sch. Arts and Architecture, Paris, 1972-75; Civil engineer SRC (Road construction - Group Shell), Paris, 1976-77, French Antilles, 1977-78; CEO C.R.P.G., Pointe A Pitre, Guadeloupe, 1978-81; CEO. San Joaquin Software Systems, Inc., Stockton, Calif., 1982-86, CIS, Inc. Newbury Park, Calif., 1983—; CEO NagraStar, Englewood, Colo., 2000-07; EVP Kudelski Group, Executive Board Member, Switzerland, 2003-07; Chairman Nagra USA, Inc., 2004-07; CEO Open TV, 2007; CEO Sensible EMS, 2011—. Bd. mem. Sucmanu, Paris, 1976-82, OpenTV, 2007; bd. organizers Pacific State Bank, Stockton, CA, 1985- 87. Mem. French Reserve Policy Review Bd., Paris, 1971-77; bd. mem. US Navy League, Corpus Christi and Kingsville, President Elect Rotary Club, Kingsville, TX, Member of the Board, Treasurer Kings Crossing HOA, Corpus Christi 2015, candidate Rep. 37th Assembly Dist., CA; mem. cen. com. Calif. Republican Party, 1992-2001,member board Chamber of Commerce, Kingsville, 2014-. Ret. maj. French Army, Armor. Recipient Gold Medal Omnium Technique Holding, 1975. Fellow Engr. and Scientist France; mem. AAAS, ADPA, Assn. U.S. Army, Navy League, Rotary, Knights of Columbus. Why are you interested in serving on a City board, commission or committee? As a resident now on the Island, we have been asked by several people, including Board Members of the POA to step up and apply for the Island Strategic Action Committee. A way to serve our Community and protect our common interests. Upload a Resume Demographics Gender 17 Male Mr Alan A Guggenheim Page 2 of 5 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 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? 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 c'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. I answered No! Looks like a glitch in the web app. Board -specific questions (if applicable) 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) fJ At Large Representative who is a City Resident Mr Alan A Guggenheim Page 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. F7 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. Pr I Agree Mr Alan A Guggenheim Page 4 of 5 Consent for Release of Information 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 Alan A Guggenheim Page 5 of 5 Alan Guggenheim International executive, entrepreneur, and consultant Alan Andre Albert Paul Edouard Guggenheim, the son ofJacques and Micheline (Raffalovich) Guggenheim, was born in Paris, France, on May 12, 1950. He arrived in the U.S. in 1982 and became a naturalized American citizen in 1991. Alan Guggenheim has had a 40+year career building, developing and leading successful businesses in Europe, the Caribbean and the United States while volunteering for many organizations. He brings to his professional experience a life filled with early exposure to small and large business operations in France and the Lesser Antilles of the Caribbean as well as the U.S. With the analytical and strategic mind of a mathematician, the tactical side of a civil engineer, and the geo-political savvy of a global entrepreneur, he has successfully implemented projects, integrated operations into community and global networks, and consistently returned strong shareholder value. As an officer in the French Army Reserves, he received a Medal of Honor and retired as a Major, and he worked with the French government in supporting the trans-Atlantic Alliance during Operation Desert Storm. A steadfast volunteer and supporter of a range of non-profit organizations, Alan has also served on boards of the Navy League, Rotary Club, and other organizations. He has also been active in Republican politics and ran for an Assembly seat in California. Alan received his education in civil engineering as well as business and mathematics in French universities, where he also helped manage the National Association of Professors, Businessmen and Students, edited its newsletter, and served as an Assistant Professor of Mathematics. He formally began his career as a professional civil engineer, managing Dam -construction, hospital - building and other major construction projects in French West Indies. He also served on the French Defense Commission and was a Major in the French Army Reserves. Before emigrating to the U.S., Alan was Executive Director and CEO of the Business Council of Guadeloupe, reorganizing the Council and building up the island's services to businesses. The knowledge and contacts he had developed in France and the Antilles he would later take with him to America, where he has led corporations in multiple cutting-edge technology fields, in Telecommunications, Communication Security, Media, Health, and other sectors. serving as Chairman and CEO of CIS Inc. (CALCAR Investment Services Inc.), an International Strategic and Business Development Consulting Company; a Senior Vice President for Nagravision, the digital television arm of the Kudelski Group; CEO for NagraStar, a supplier of conditional access systems and security access devices and services to EchoStar's Dish Network; Executive Vice President and member of the Executive Board of the Kudelski Group and Chairman of the Board of Nagra USA; President and CEO of OpenTV, a leading provider of convergent media solutions; and Chairman and CEO of Sensible Care Holdings, an Emergency Medical Services management company. At ease negotiating at high levels of government, corporate organizations, and unions, Alan has played key roles in establishing strategic alliances, raising venture capital, rolling out innovative security products, leading marketing initiatives, and engaging all levels of workers, leaders, and stakeholders to design and implement new business strategies. Alan earned his Bachelor of Science degree in Mathematics from Paris University in 1971, and from September 1972 to June 1975 he taught as an Assistant Professor of Mathematics at the National School of Arts and Architecture (ENSBA), Architect School, in Paris. While teaching at the ENSBA he also directed publishing and finance for the Union Nationale Universitaire (UNI), a National Association of Professors, Businessmen and Students, and was Executive Editor of the newsletter L'Action Universitaire (1970-1976) and an elected member of the Board of CROUS, the housing and catering firm for Paris Universities (1972-1975). In 1975, Alan earned his Master of Science degree in Civil Engineering, with a Minor in Business, from the Ecole Superieure des Travaux Publics (ESTP) in Paris, receiving the Gold Medal OTH (Omnium Technique Holding) for his Dissertation, "Method for Computer -Aided Electrical Cost Estimation in Major Construction Projects." Alan was also a French Army Reservist and ROTC instructor who graduated with honors in 1981 from the French Command and General Staff Reserve College (ESORSEM) in Paris. He would retire in 1991 from the French Reserves as a Major, and he received a Medal of Honor from the French Department of Defense. In addition, from 1969 to 1977, Alan served as a member of the French Defense Commission, appointed by the French Secretary of Defense. He worked with the General Secretary for National Defense (SGDN) on the trans-Atlantic Alliance, supporting Strategic confidential missions, in particular during the Operation Desert Storm, with the NSC, Defense Department, Armed Services Committees, Rand Corporation, Naval Post Graduate School, and Hoover Institution at Stanford University. Soon after receiving his engineering degree, Alan joined Societe Routiere Colas (Colas Construction Company) as a Civil Engineer, from September 1976 to December 1978, first in Paris and then in Martinique and Pointe a Pitre in the French Antilles. After training for 5 months in the Internal Audit Department, he was promoted to Deputy Construction Manager for the project of the La Manzo Dam in Martinique, French Antilles. Subsequently, he was promoted to Public Works Engineer in Guadaloupe, responsible for several major construction projects, including the construction of the Pointe-a-Pitre General Hospital, a $100 million, 50 -acre, 750 -beds project. From 1976 to 1978, he also served by appointment of Prime Minister Jacques Chirac to the French Ministry of Housing, Urban Development, and Transportation Commission. After serving as an engineer for the Societe Routiere Colas, he was appointed Executive Director of the Conseil Regional du Patronat de la Guadeloupe, the Regional Interprofessional Business Council of Guadeloupe, serving in Pointe a Pitre, Guadeloupe, from January 1979 to December 1981. As Executive Director and CEO of the Council, Alan was responsible for the growth and re -organization of this non-profit organization. He designed with the cooperation of the business leaders, ways to ensure responsible business conduct and promote the economic and social interests of Guadaloupe. For the organization itself, he increased its budget from $20,000 to $2 million and the staff from 3 to 29, while turning around the cash position to reserves of $200,000. Alan promoted and negotiated the extension of the Unemployment Insurance to the overseas Departments, including successful negotiations within the highest levels of government, corporation organizations and unions, and created a local Unemployment Compensation Office. In addition, he created a construction and improvement lending financial institution (CIL), which attracted several million dollars of contributions from 220 companies in its first year. He also reorganized a failing occupational safety medicine institution (APASICA) into a viable company -funded facility, balancing the budget after one year, increasing revenues from $100,000 to $1 million, small business membership from 1000 to 2500, and employees covered from 10,000 to 25,000. Also in this position as Executive Director of the Council, he planned and implemented a successful internal data processing division, on an IBM System 34, which created revenues and provided computer training and consulting services to more than 330 small businesses. He also developed and turned profitable two continuous -education entities, AFET in retail and imports and AFISA in agriculture. In addition to directing the Business Council, Alan was honored to be representing Guadeloupe as Employment Development Delegate, 1979-1981. From 1980 to 1981, he was also a member on the Boards of Directors of several French organizations including ASSEDIC (management of unemployment funds in Guadeloupe), CRSS, Guadeloupe (management of medical and social security funds), and CGRR, Guadeloupe (retirement pension fund management). From 1979 to 1981, Alan was also editor and publisher of 971 le Mensuel des Enterprises (971, The Corporate Monthly). After coming to the U.S. in 1982 and moving to California, he first started a consulting and computer programming services company as Chairman and CEO in Stockton, CA— D.B.C.S. Inc./San Joaquin Software Systems. Backed by a group of French investors, he bought a ComputerLand franchise in Stockton, CA, quickly increasing profits to more than $200,000 on sales of $2.5 million. He ultimately grew the company to five centers through openings, mergers and acquisitions, with sales in excess of $10 million. He was also elected a member of the ComputerLand Corporate Software Committee representing the Western Region. He later formed CIS Inc. (CALCAR Investment Services Inc., Newbury Park, CA), an International Strategic and Business Development Consulting and IT Services Company for which he has been Chairman and CEO since 1983. Through CIS, he consulted for high-level government entities on strategic transatlantic issues and designed and implemented global business development strategies to increase sales opportunities, margins, and customer delivery for companies and entities such as the Dassault Group in the fields of communication, banking and multimedia from 1993 to 1998, as well as SMT-Goupil, Normerel, Aton, and SGDN. In this period, Alan was also a Board member of SUCMANU (manufacturer, powdered coal and slaughterhouse systems) in Paris between 1982 and 1986 and a founding member of the Board of Pacific State Bank in Stockton, CA, from 1985 until 1987. Through CIS Inc., Alan also worked with Nagravision, the digital television arm of the Kudelski Group (for which he would later become Executive Vice President and Member of the Executive Board). The Kudelski Group, headquartered in Lausanne, Vaud Switzerland, is a public company traded on the Swiss exchange (SWX:KUD.VX) and has been a technology pioneer for more than half a century. Today, its security technologies are used in a wide range of applications requiring access control and rights management, both for securing the exchange of information (digital television, broadband Internet, video on demand, etc.) and for controlling and managing physical access to sites and events. From January 1996 to December 1997, Alan served as Vice President for Programs and Operations for Nagravision, opening what were the first offices for the Kudelski Group in the U.S. and developing a team of support and service engineers as well as the Program Management Organization. Promoted to Nagravision's Senior Vice President for Strategic Business Development in 1998, Alan was now responsible for all business development for the Kudelski Group in the U.S. In this position, from January 1998 to December 1999, he led profitable conditional access business with Satellite, Cable and wireless cable and Interactive TV companies: Tele -TV Media (Bell Atlantic, Nynex, Pacific Telesis), and Americast (BellSouth, Ameritech, SBC, GTE, Disney). He also oversaw strategic business development, program management, and operations and security in America—creating an effective anti -piracy strategy and field investigation organization. In 2000, Alan moved to Denver, becoming CEO of NagraStar LLC, a supplier of conditional access systems and security access devices and services to EchoStar's Dish Network and its affiliated companies, such as Bell ExpressVu in Canada. A joint venture owned equally by Kubelski Group and EchoStar, NagraStar reached $125 million annual revenue in its final year (2007) under Alan's leadership. From August 2000 to March 2007, Alan executed highly successful sales strategies and provided value-added engineering services. He was also key player in helping DISH Network grow to profitability from 4M to over 13M subscribers in the course of his 7 years. As a global executive, Alan negotiated and signed major upgrade contracts for more than $100 million with EchoStar and Bell ExpressVu and increased cash to $70 million and equity to $40 million while returning 700 percent cash on investment. After 3 years as NagraStar CEO, Alan also became Executive Vice President and member of the Executive Board of the Kudelski Group and Chairman of the Board of Nagra USA, Inc., serving in both positions—as well as continuing to head NagraStar—until 2007. As Chairman of Nagra USA (Nashville, TN), Alan coordinated the activities of all establishments of the Kudelski group in America, including several acquisitions and integrations, such as Livewire. As Executive VP and Executive Board member of the Kudelski Group, Alan was instrumental in growing the Kudelski Group from $50M sales, $3M profit, and 100 employees to $750M sales, $100M profit and 2,200 employees, overseeing all business development, program management and operations in America. He developed a very profitable Conditional Access business with wireless cable and Interactive TV companies, such as Tele -TV Media (Bell Atlantic, Nynex, Pacific Bell), and Americast (BellSouth, SBC, GTE, Disney). He was also key in the relationship between the Kudelski Group and EchoStar, particularly during the attempted merger with DirecTV. Alan also developed strategic relations with some of the largest customers and partners, leading cooperation and development of standards with ATSC, Cable labs, and Open Cable initiative. In addition, in his position with Kudelski, Alan was an active or lead Board Member for several acquisitions and mergers, such as Canal+ Technology, Livewire, and OpenTV. After successfully leading a $325M convertible bond issuance and the acquisition of a controlling interest in OpenTV by the Kudelski Group, Alan was appointed to OpenTV's Board of Directors in January 2007 and later served as President and CEO until his departure in August 2007. Alan moved to San Francisco in 2007, in charge of development and implementation of a turn -around strategy, formulation of more efficient structure and day-to-day sales, and operational and corporate management. Under his leadership OpenTV (NASDAQ: OPTV) was the leading provider of convergent media solutions with software widely adopted by broadcasters, operators and device manufacturers around the world and deployed in over 110 million digital set-top boxes and televisions. Alan streamlined the organization and reduced costs, and he improved profitability by switching to a product strategy and value-added integration and systems sales. Visiting customers and partners to rebuild trust, he engaged personally in key customer relationships and negotiations with customers World Wide, such as BSkyB (United Kingdom), UGC/UPC/Liberty Global (Netherlands), Sky Italia (Italy), Foxtel (Australia), Sky New Zealand, and Multi -Choice Africa (South Africa) as well as DISH Network, Comcast, and Time Warner. He also launched company -wide communication tools spanning 10 locations and 7 countries in all continents to deliver the new vision and message to partners, investors and customers at trade shows and public conferences. In September 2007, after departing from OpenTV, Alan moved to Texas and re activated his International Business development company, CIS, Inc. (Spring, TX, now Corpus Christi, TX). As Chairman of the Board and CEO, he led the company, consulting in technology fields applied to Telecommunications, Communication Security, Media, Health, and Energy sectors, consulting, advising and providing expert reports on digital signal security, Conditional Access and Smart Cards applications. Consulting clients included EchoStar -DISH, Bell Canada, technology companies, and financial firms. Today, residing in Corpus Christi, Texas, Alan is Chairman and CEO of Sensible Care Holdings, LLC, which he formed in 2011 to invest in, acquire, and participate in the growth, consolidation, and technical evolution of the Emergency Medical Services field, particularly those operating in Kingsville, Corpus Christi, and surrounding areas. The company acquired Sensible Care, Inc., in December 2011. Alan has been a member of the American Association for the Advancement of Science, National Defense Industry Association, the Association of the U.S. Army, the American Ambulance Association, the Navy League, Rotary Club, and the Knights of Columbus, and he is currently the President of the Corpus Christi Navy League, and has been a member of the Board of Directors of the Navy League of the U.S., Kingsville and Corpus Christi, TX, and of the Kingsville Chamber of Commerce and President of the Rotary Club of Kingsville. Alan is a member of the Board of Directors of the World Affairs Council of South Texas, and of the Texas Ambulance Association. Alan is a member of the Padre island Business Association and of the Padre Island Yacht Club. Alan was a member of the City of Corpus Christi Street Committee. In the political arena, Alan has held membership in the Ventura County Republican Central Committee in the Republican Presidential Task Force, Central Committee of the California Republican Party, and Republican Campaign Council. He has also been a member of the Board of the California Republican Assembly and a candidate for 37th Assembly District, California, a Delegate to the Colorado GOP State Convention from 2002 until 2006 and to the Texas GOP State Convention since 2010. Alan Andre Albert Paul Edouard Guggenheim is married to Suzanne Marton. They were married on March 20, 1974, and have 1 daughter, Valerie. CITY OF CORPUS CHRISTI Submit Date: Feb 28, 2019 Application for a City Board, Commission, Committee or Corporation Profile Keith Heavilin First Name Last Name keith@ccautoplex.com Email Address 13933 Primavera Dr. Street Address Corpus Christi City What district do you live in? * 17 District 4 Current resident of the city? Yes r No 4 If yes, how many years? Home: (865) 266-9477 Primary Phone Home: (865) 292-8638 Alternate Phone YellowFin Digital Owner Employer Job Title 9708 SPID Suite B102 Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78418 Work Address - Zip Code keith@ccautoplex.com Work E-mail address Preferred Mailing Address 17 Home/Primary Address TX State 78418 Postal Code Keith Heavilin Pane 1 of 5 Which Boards would you like to apply for? CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted ISLAND STRATEGIC ACTION 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: Ethics Commission Education, Professional and/or Community Activity (Present) Island United Political Action Committee Member (President) If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Island Strategic Action Committee Why are you interested in serving on a City board, commission or committee? I am interested in becoming involved in making a difference in our city. I have been a member of the Island United PAC for the last several year to encourage citizens of the island to make their voices heard in every election. I have also enjoyed my time serving on the Ethics Commission for the last year and a half. I think it is important for people to give back of their resources (time, money and knowledge) when they have the opportunity and my time is now. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? r Yes r No Demographics Gender 17 Male Code of Ethics - Rules of Conduct/Conflicts of Interest Keith Heavilin Pane 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 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 c' 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 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 None of the above Keith Heavilin Pane 3 of 5 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) 17 Padre Isles Property Owners Association Member (Nominated by the Association) --- 7 17 Padre Island Business Association Member (Nominated by the Association) ---- 7 17 At Large Representative who is a City Resident 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 Keith Heavilin 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. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 1•J I Agree Keith Heavilin Pane 5 of 5 Keith Heavilin 865-266-9477 keith@yellowfindigital.com 13933 Primavera Dr. Corpus Christi, TX_78418 WORK EXPERIENCE President & CEO YellowFin Digital, Corpus Christi, TX June 2015 -Present Provide executive leadership and multi -million -dollar revenue operations strategy for digital marketing, website and mobile app design company. Lead operations, strategy, and infrastructure development with total understanding and responsibility of the profitability of the company. Annually redefine organizational arrangement and long-range strategy with executive team. General Operations Manager CC AutoPlex, Corpus Christi, TX June 2015 -Present General Manager Smart Auto Inc., Knoxville, TN June 2010- May 2015 BOARDS AND COMMISSIONS • Island United Political Action Committee, 2016 - Present o President, June 2018 - Present • West Corpus Christi Rotary Club, 2016 - Present o President Nominee, Current • City of Corpus Christi Ethics Commission, 2017 - Present • Padre Island Business Association, 2016 - Present • Young Adult Bible Study Leader, PIBC 2016 - Present SKILLS • Proficient manager of teams and individuals • Ability to understand repercussions of strategy and long-range plans • Highly adaptable to new and changing conditions • Develops leaders within groups of teams and individuals EDUCATION University of Tennessee, Knoxville, Tennessee CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Oct 11, 2018 Profile Mr Prefix Email Address Brent First Name 15846 Punta Espada Loop Street Address Corpus Christi City What district do you live in? * R District 4 Current resident of the city? Yes r No 7 If yes, how many years? R Hess Middle Initial Last Name Home: (361) 774-0089 Mobile: (720) 291-2398 Primary Phone Alternate Phone Talisys, Inc. Product Manager Employer Job Title 25178 Genesee Trail Road Work Address - Street Address and Suite Number Golden Work Address - City CO Work Address - State 80401 Work Address - Zip Code (361) 774-0089 Work Phone brent. hess@tal isystech.com Work E-mail address TX 78418 State Postal Code Mr Brent R Hess Page 1 of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted ISLAND STRATEGIC ACTION 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: Not currently Education, Professional and/or Community Activity (Present) BBA -Finance, Texas Tech University (1986) MBA - University of Phoenix (1997) US Army Reserve, 1982 - 1997 (Staff Sergeant) Island United PAC Member 2012-2013 PIPOA Architectural Control Committee - 2013 to 2018 Why are you interested in serving on a City board, commission or committee? I believe it is important for citizens to be involved in City governance. I believe in volunteerism and am passionate about advancing Corpus Christi by working with City departments, and City Council. Past member and Chair of the Padre Isle POA Architectural Control Committee. I have served as the District 4 representative on the 2015/16 City Charter Ad Hoc Review Committee. The committee is temporary, serving from September to June, and is commissioned by Council every 5 years. The charge of the committee is to review amendments to the City Charter, such as term limits, council pay structure, residential street repair funding, and various changes to the Charter based on feedback from the City Attorney's office. Upload a Resume Demographics Gender p Male Code of Ethics - Rules of Conduct/Conflicts of Interest Mr Brent R Hess Page 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 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 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 ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * W Residential Property Owner (Who owns property and resides on Mustang or Padre Island) p Padre Isles Property Owners Association Member (Nominated by the Association) Mr Brent R Hess Page 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. 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. W I Agree Mr Brent R Hess Page 4 of 5 Consent for Release of Information 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. 1 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. F7 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 Brent R Hess Page 5 of 5 Brent R. Hess 15846 Punta Espada Loop 36 -774-0089 Corpus Christi, TX 78418 SUMMARY Product Manager/Business Analyst experienced in product development, requirements elicitation, client service/account management, and team leadership. I am a self-starter and motivated team player. I thrive under deadlines and can multi -task critical projects. I am skilled in MS Office products (Word, Excel, Outlook, PowerPoint), MS SharePoint, SQL database query, WS FTP, and Visio. EDUCATION • Texas Tech University, BBA Finance July, 1986 • University of Phoenix, MBA October, 1997 PROFESSIONAL EXPERIENCE Product Manager, Customer -Side and Government Reporting Golden, CO and Little Rock, AR Talisys, Inc. October, 2013 — Present • I work remotely from my home in Corpus Christi, however I travel often to the Little Rock and Golden offices. • Co -Team Lead for the Customer -Side team. Responsible for regulatory changes and enhancements to a securities brokerage software platform. Customer -Side team is responsible for most back-office applications such as Corporate Actions, Income Processing, Cost Basis, and Tax Reporting. • Work extensively with clients for input into requirements for current and future projects. • Responsible for implementing best practices in back office processing as a service bureau. • Responsible for executing the full software development life cycle of assigned projects. This includes authoring New Product Requests, Business Reviews, and Software Requirement Specifications documents, completing Work Breakdown Structure estimates throughout the Initiating, Planning, Construction, Verification, and Deployment phases, and managing project teams. Director, Product Management Wheat Ridge, Colorado Broadridge Financial Solutions, Inc. May, 2000 — October, 2013 • Full-time consultant for Broadridge through Apex Services, Inc. April 1, 2012 — October 13, 2013 due to a move from Denver to Corpus Christi. • Product director for a brokerage portfolio accounting and performance reporting (Cost Basis) system used by a number of large and medium sized brokerage firms. The company acts as a service bureau for many broker dealers. Service bureau clients include correspondent clearing firms, full-service brokerage firms, discount brokerages, day trading firms, and small boutique brokerage firms. • Product manager responsible for new client conversions. • Responsible for writing functional specifications to modify or upgrade assigned subsystems. • Manage development project teams during the life -cycle of several competing and time -sensitive projects. Multi -task as necessary to ensure each project moves along as planned. • Write functional requirement matrix documents that are used to map technical and functional requirements. Work closely with Quality Assurance throughout the testing and release phase of my projects. • Work closely with clients for both requirements research prior to finalizing a functional specification, and the beta testing/general software release process. • Prior to 2010, served as the product manager and operational production manager for tax reporting for 18 service bureau firms. Produced over 80 million 1099 forms each year. Filed information returns with the IRS. Maintained close relationships with clients, IRS agents, and outside vendors of tax reporting information and statement services. Brent R. Hess Page 2 Director, Managed Care Denver, Colorado Private Healthcare Systems, Inc. May, 1991— January, 2000 • Director of PPO operations in several states, to include contracting responsibilities for 8,500 physicians, 80 hospitals, and over 350,000 members. Primary contract negotiator for assigned markets. Analyzed and reported financial impact of negotiated deals. Team leader for Competitive Reimbursement Project, a tool used to develop hospital and market reimbursement targets based upon competitive information and market equilibrium prices. • Developed and analyzed financial impact of market physician fee schedules. Analyzed impact of ancillary health care facility deals. • Liaison between providers and PHCS' partner insurance carriers. Worked with hospitals, ancillary managers, and physician group managers to help resolve claims and service issues. • Responsible for departmental budget, expense control, and the supervision of department staff. Managed Care Coordinator Denver, Colorado Presbyterian/St. Luke's Health Care System April, 1989 — May, 1991 • Negotiated and managed 86 HMO and PPO hospital contracts for a three -hospital system. Analyzed financial impact to hospital revenues that each contract produced, and presented monthly/quarterly financial reports to senior management. • Assisted in the development of a cost accounting and case-mix system. • Acted as a liaison between hospital business office, admissions, and utilization review personnel and the payers. Developed admitting and claims processing policies related to managed care contract fulfillment. • Responsible for maintaining managed care payer information on the hospital's admissions system. Assistant Executive Director — Finance Aurora, Colorado Humana Hospital — Aurora August, 1986 — April, 1989 • Directed business office, admissions, accounting, data processing, materials management, and medical records functions. Reviewed month-end close, and prepared variance reports for corporate accounting. • Produced weekly financial projections for Division CFO. Produced Capital Asset ROI models. • Produced annual hospital budget and handled annual physical inventory. Audited cash and controlled drugs each quarter. • Served as Financial Specialist from August, 1986 — January, 1988 at Humana Hospital San Antonio. PROFESSIONAL AFFILIATIONS • Certified Information Return Filer (CIRF), National Association of Form 1099 Filers (defunct organization) • Former board member - National Association of Form 1099 Filers • Former Staff Sergeant, U.S. Army Reserve (1982 — 1997) INTERESTS • Boating / fishing. • Married over 33 years. Father of two grown daughters. • Former Architectural Control Committee member — Padre Isles POA • Former Committee Member: 2015/16 Corpus Christi City Charter Review Committee — Mayor appointment CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Sep 24, 2018 Profile Brian T Mccabe First Name Middle Initial Last Name Email Address 13789 Hawksnest Bay Drive Street Address Corpus Christi City What district do you live in? * J District 4 Current resident of the city? (7 Yes trNo 18 months If yes, how many years? Home: (512) 346-8983 Primary Phone Home: (512) 346-8983 Alternate Phone Shackelford Bowen McKinley & Norton LLP Attorney Employer Job Title 13789 Hawksnest Bay Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78418 Work Address - Zip Code 5123468983 Work Phone Work E-mail address Brian T Mccabe TX State 78418 Postal Code Page 1 of 4 Preferred Mailing Address Fl Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION 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 Education, Professional and/or Community Activity (Present) University of Texas - BA - 1973 University of Texas School of Law - JD - 1976 Why are you interested in serving on a City board, commission or committee? Island issues are very important to me and I feel that ISAC can improve the Island 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 No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r7 No Does your employer or your spouse's employer have a City contract? ✓ Yes r No Brian T Mccabe 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 o• 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 t' 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) 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) Brian T Mccabe 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. 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 Brian T Mccabe Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Sep 26, 2018 Application for a City Board, Commission, Committee or Corporation Profile Terry A Palmer First Name Middle Initial Last Name terry.palmer@tam ucc.edu Email Address 13718 Sea Horse Ave Street Address Corpus Christi City What district do you live in? * FJ District 4 Current resident of the city? Yes r No 12 If yes, how many years? Home: (361) 332-1822 Primary Phone Business: (361) 825-2063 Alternate Phone Texas A&M University -Corpus Christi Research Associate Employer Job Title 6300 Ocean Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78412 Work Address - Zip Code 3618252063 Work Phone terry.palmer@tam ucc.edu Work E-mail address TX State 78418 Postal Code Terry A Palmer Page 1 of 5 Preferred Mailing Address p Work Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted ISLAND STRATEGIC ACTION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? aYes 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 Science (Marine Science) from University of Texas Why are you interested in serving on a City board, commission or committee? I care for this city, especially the environment and the area in which I reside (North Padre Island). I feel that I have knowledge of the water and coastal environment so would benefit the Watershore Beach, or Island Strategic Action Committees. Upload a Resume Demographics Gender I7 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 No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Terry A Palmer Page 2 of 5 Does your employer or your spouse's employer have a City contract? r Yes G 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 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 6' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? CYes rNo If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. No Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * W Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Terry A Palmer Page 3 of 5 Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE The Watershore & Beach Advisory Committee must include members representing certain categories. Do you qualify for any of the following categories? * F7 Scientist i.e.,Marine Biologist) FJ Environmentalist 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. F7 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. iJ I Agree Terry A Palmer 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. 1 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 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p 1 Agree Terry A Palmer Page 5 of 5 Terence A. Palmer 13718 Sea Horse Ave Corpus Christi Texas 78418 USA Terry.Palmer@tamucc.edu Telephone: +1 (361) 825-2063 EDUCATION 2006 MS in Marine Biology, University of Texas at Austin (Marine Science Institute), USA 2002 BSc(Tech) in Marine Science: University of Waikato, Hamilton, New Zealand RESEARCH EXPERIENCE Sept 2006 — present Harte Research Institute for Gulf of Mexico Studies, Texas A&M University - Corpus Christi Research Associate (2010 - present), Research Specialist (2006 — 2009) Performed investigations of water quality and benthic macrofauna in Gulf of Mexico and U.S. Atlantic estuaries relating to changes in artificial reef recruitment, oyster populations, hypoxia, freshwater inflow and other disturbances. Implemented annual field sampling and subsequent data analysis for a project monitoring McMurdo Station, Antarctica to determine contamination effects on terrestrial and marine sediments. Prepared data for and co-authored manuscripts and reports for research investigations using SAS, ArcGIS, Primer, Sigmaplot and other software. Presented research at local and international conferences. Managed and mentored graduate students. • Sampled, sorted and identified benthic macrofauna for baseline monitoring. Field skills include SCUBA diving in a large range of conditions (>450 dives), boat handling, benthic sampling (infauna, epifauna and encrusting fauna), datasonde and water quality sensor management. Jan — Aug 2001, University of Texas Marine Science Institute Jan 2004 - Aug 2006 Research Assistant • Performed investigations of benthic macrofauna in Texas estuaries, relating to changes in freshwater inflow and other anthropogenic disturbances. • Sampled, sorted and identified benthic macrofauna for baseline monitoring. Prepared data for and co-authored two annual reports for research investigation. • Field skills include benthic sampling, SCUBA diving, boat handling and datasonde management. • Implemented terrestrial and marine field sampling in and around McMurdo Station, Antarctica as part as an environmental monitoring program. Taught laboratory exercises for oceanography, marine invertebrates and marine environmental science courses. Teaching entailed field work, instructing, processing of data and grading of written reports. Oct 2002 — Dec 2003 Auckland Regional Council, Auckland, New Zealand Hydrology Technician Assisted in designing, constructed and maintaining hydrological flow and rainfall stations including the use of dataloggers, transducers and water quality sensors. Implemented water quality sampling, datasonde deployment, land surveying, and beach profiling. Responsible for data management and report writing. Nov 1999 — Feb 2000 Environment Bay of Plenty, Whakatane, New Zealand Research Assistant • Participated in long-term benthic macrofaunal monitoring program. • Developed a GIS database concerning the development of the region's waterways. OTHER QUALIFICATIONS PADI Rescue Diver PADI Dry Suit Diver SSI Enriched Air Nitrox Diver Texas Boating Safety Certificate First Aid/CPR/Emergency Oxygen certified PROFESSIONAL AFFILIATIONS American Academy of Underwater Sciences TAMUCC Dive Control Board TEACHING EXPERIENCE 2013.2014 Guest Lecturer: Benthic Ecology. Texas A&M University -Corpus Christi. 2009, 2011, 2013.2014 Guest Lecturer: Experimental Design. Texas A&M University -Corpus Christi. Summer 2005, Graduate Teaching Assistant, Marine Environmental Science. Marine Science Institute, University of Texas at Austin, Port Aransas Summer 2004, Graduate Teaching Assistant, Marine Invertebrates. Marine Science Institute, University of Texas at Austin, Port Aransas. Spring 2004, Graduate Teaching Assistant, Introduction to Oceanography. Marine Science Department, University of Texas at Austin, Austin. 2000, High School Biology Tutor, Hamilton Boys High School, Hamilton, New Zealand PUBLICATIONS Palmer, T.A., P.A. Montagna, R.H. Chamberlain, P.H. Doering, Y. Wan, K.M. Haunert, D.J. Crean. 2015. Determining the Effects of Freshwater Inflow on Benthic Macrofauna in the Caloosahatchee Estuary, Florida. Integrated Environmental Assessment and Management. DOI 10.1002/i eam.168 8 Rhodes, A.C., N.F. Carvalho, T.A. Palmer, L.J. Hyde, P.A. Montagna. 2015. Distribution of two species of the genus Nototanais spp. (Tanaidacea) in Winter Quarters Bay and waters adjoining McMurdo Station, McMurdo Sound, Antarctica. Polar Biology DOI 10.1007/s00300-015-1727-7 Palmer, T.A., and P.A. Montagna. 2015. Impacts of droughts and low flows on estuarine water quality and benthic fauna. Hydrobiologia 753: 111-129. DOI 10.1007/s10750 -015-2200-x Palmer, T.A., P. Uehling and J.B. Pollack. 2015. Using oyster tissue toxicity as an indicator of disturbed environments. International Journal of Environmental Science and Technology 12: 2111-2116. DOI 10.1007/s13762-014-0745-2 George, L.M., K. De Santiago, T.A. Palmer and J.B. Pollack. 2014. Oyster reef restoration: effect of alternative substrates on oyster recruitment and nekton habitat use. Journal of Coastal Conservation 19: 13-22 DOI: 10.1007/s1 1 852 -014-035 1-y Montagna, P.A., T.A. Palmer, and J.B. Pollack. 2013. Hydrological Changes and Estuarine Dynamics. Springer, New York, 94 pp. Palmer, T.A., P.A. Montagna, and R.D. Kalke. 2013. The effects of opening an artificial tidal inlet on hydrography and estuarine macrofauna in Corpus Christi, Texas. Environmental Monitoring and Assessment. 185: 5917-5935. DOI 10.1007/s10661-012-2995-0. Pollack, J.B., A. Cleveland, T.A. Palmer, A.S. Reisenger, and P.A. Montagna. 2012. A restoration suitability index model for the eastern oyster (Crassostrea virginica) in the Mission -Aransas Estuary, TX, USA. PLOS ONE 7: e40839. Pollack, J.B., T.A. Palmer, and P.A. Montagna. 2011. Long-term trends in the response of benthic macrofauna to climate variability in the Lavaca-Colorado Estuary, Texas. Marine Ecology Progress Series 436: 67-80. Palmer, T.A., P.A. Montagna, J.B. Pollack, R.D. Kalke and H. DeYoe. 2011. The role of freshwater inflow in lagoons, rivers, and bays. Hydrobiologia. 667: 49-67. Kennicutt M.C. II, A. Klein, P. Montagna, S. Sweet, T. Wade, T. Palmer, J. Sericano, and G. Denoux. 2010. Temporal and spatial patterns of anthropogenic disturbance at McMurdo Station, Antarctica. Environmental Research Letters. 5: 034010. Montagna, P.A., T.A. Palmer, R.D. Kalke and A. Gossmann.2008. Suitability of using a limited number of sampling stations to represent benthic habitats in Lavaca-Colorado Estuary, Texas. Environmental Bioindicators. 3: 156-171. Palmer, T.A., P.A. Montagna, R.D. Kalke.2008. Benthic indicators of the initial effect of opening a channel. Environmental Bioindicators. 3: 205-206. Montagna, P.A , E.D. Estevez, T.A. Palmer, and M.S. Flannery. 2008. Meta-analysis of the relationship between salinity and molluscs in tidal river estuaries of southwest Florida, U.S.A. American Malacological Bulletin. 24: 101-115. Palmer,T.A., P.A. Montagna, and R.B. Nairn. 2008. The effects of a dredge excavation pit on benthic macrofauna in offshore Louisiana. Environmental Management. 41: 573-83. Palmer, T.A., P.A. Montagna, and R.D. Kalke. 2002. Downstream effects of restored freshwater inflow to Rincon Bayou, Nueces Delta, Texas, USA. Estuaries. 25: 1448-1456. BOOK CHAPTERS (REFEREED) Klein, A.G., S.T. Sweet, M.C. Kennicutt II, T.L. Wade, T.A. Palmer, and P. Montagna. 2014. Long- Term Monitoring of Human Impacts to the Terrestrial Environment at McMurdo Station, Chapter 9. In: Tin, T., D. Liggett, P.T. Maher, and M. Lamers (Eds.) "Antarctic Futures: Human Engagement with the Antarctic Environment" pp 213-227. doi: 10.1007/978-94-007- 6582-5_9 Mattson, R.A., K.W. Cummins, R.W. Merritt, P.A. Montagna, T. Palmer, J. Mace, J. Slater, and C. Jacoby. 2012. Benthic Macroinvertebrates, Chapter 11. In: Lowe, E.F., L.E. Battoe, H. Wilkening, M. Cullum, and T. Bartol, "The St. Johns River Water Supply Impact Study Final report." St. Johns River Water Management District, Palatka, Florida. hftp://www.sjrwmd.com/watersupplyimpactstudy/ CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 08, 2019 Profile Kaylynn First Name Email Address 14300 SPID #203 Street Address Corpus Christi City What district do you live in? * W District 4 Current resident of the city? r Yes r No 18 If yes, how many years? Home: (361) 510-7635 Primary Phone Port Royal Employer 6317 TX -361 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78373 Work Address - Zip Code 361-749-5100 Work Phone kpaxson@port-royal.com Work E-mail address J Paxson Middle Initial Last Name Home: (361) 510-7635 Alternate Phone Senior Manager of F&B Job Title TX State 78418 Postal Code Kaylynn J Paxson Page 1 of 5 Preferred Mailing Address w Home/Primary Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted CRIME CONTROL & PREVENTION DISTRICT: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted ISLAND STRATEGIC ACTION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? t• Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Not city board Education, Professional and/or Community Activity (Present) Bachelors degree in Political Science Masters degree in Public Administration Current board member of the Padre Island Business Association Current Chair of the Hospitality Committee for PIBA Current member of the PIBA Ambassadors City Council At Large Candidate (2018) Nominated in 2018 for a Hospi Award recognizing leadership and initiative in the hospitality and tourism industry Volunteered at the Animal Rehabilitation Keep at the UTMSI from 2006-2014. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Island Strategic Action Committee Parks and Recs Advisory Watershore and Beach Advisory Committee Why are you interested in serving on a City board, commission or committee? I am very passionate about the future of my city and want to make a difference in its story. Having run for public office, I would like to now spend my time focusing on boards and committees where I can have a real impact with my time and passion on adding to this beautiful city and its culture. I know Corpus is one of the best cities to live in; I want to help make that a reality for everyone else, both current residents and future neighbors! Upload a Resume Demographics Gender w Female Kaylynn J Paxson Page 2 of 5 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 6' 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 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 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 ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * W Padre Island Business Association Member (Nominated by the Association) W Person who resides on Mustang Island or who is an employee of a Mustang Island property owner Kaylynn J Paxson Page 3 of 5 Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE The Watershore & Beach Advisory Committee must include members representing certain categories. Do you qualify for any of the following categories? * W Owner or Representative of a Hotel or Condo Located on North Padre Island or Mustang Island 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 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 Kaylynn J Paxson 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. FT I Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. V I Agree Kaylynn J Paxson Page 5 of 5 KAYLYNN PAXSON 14300 SPID #203 Corpus Christi, Texas 78418 • Cell: 361-510-7635 • Email: Education Masters: Public Administration (2018) Science (2013) Texas A&M University -Corpus Christi Christi Emphasis: Public Management Relations Skills Bachelors of Arts: Political Texas A&M University -Corpus Emphasis: International • Operations Director, PAR • Author, Company SOPs: - Restaurant Group - 100+ employees • Business Management • New Business Set Up • Inventory Management • Cost Setting • Author, PIBA Strategic Plan (2018-2020) • Corpus Christi Public Libraries: Needs Assessment (2018) • Public Relations • Multi Media Marketing • Fundraising/Community Outreach • Operations Design • Event Organization/Coordination • Strategic Planning: Business and Organizational • Manage 100+ Staff Members • 9+ years Customer Service, Marketing, and Direct Sales Software • Microsoft Office/SSPS • Micros / Aloha / Clover • Sugar / Galaxy • TAI / Maestro Work Experience Senior Manager of Food and Beverage August 2018 - Present Port Royal Oversee daily and long-term operations of the Food & Beverage, and Retail departments Establish long term plans and goals for rebuilding departments post Hurricane Harvey Director of Operations November 2017 -Present PAR Restaurant Group (Scuttlebutts Bar and Grill & Surfside Sandwich Shoppe) Author Company Standard Operating Procedures - 100+ Staff / 10 Departments - Establish Company Budgets - Design Business Goals and Annual Strategies - Develop and Manage Marketing Strategies Director: Food & Beverage/Entertainment April 2017 -November 2017 (Hurricane Closure) Holiday Inn, North Padre Island Redesign Food & Beverage Business Plan and Operations Plan - Oversee/Direct all Front of House (FOH), Back of House (BOH), and Bars - Training and Oversight of 30+ team members - All multi -media marketing; print, partnerships, and social media. Sales Management: Sales & Catering Manager/Event Coordinator 2015 -April 2017 Schlitterbahn, Corpus Christi Group Sales Manager Banquet /Catering Manager/Event Coordinator - Set Up/Creating Group Sales Dept. - Set Up/Creating Catering Department - Booking/Planning Group Events - Booking/Planning/Organizing Catered Events - Set Up for Company/Private Group - Catering Menu Creation/Sales - Sales reporting quarterly/annually - Coordinate with Food & Beverage/Operations Departments Membership Department - End of Month Billing - Event Planning - Managing customer relations Restaurant Management: Front of House Supervisor 2014-2015 Schlitterbahn, Corpus Christi Employee management/scheduling; Inventory/ordering and stock management - Four bars - Set Up/Open the restaurant/bars as a - Main restaurant new business - Managed customer relations Hostess: Service Floor Coordinator 2007- 2014 The Pelican Club Managed customer relations Implement original system of Host Management Efficiency (adopted by The Pelican Club) Management: Assistant Manager 2010- Present The Bread Wagon - Set Up/Open restaurant as a new business - Manage sales floor and customer relations - Implement advertising strategies and meet sales quotas - Inventory Retail: Sales 2005-2010 Splash, Inc. - Set Up/Open as a new business for international investors - Sales floor/advertising strategies - Received two pay promotions and commission for demonstrating competitive sales ability Community Involvement Padre Island Business Association 2018 -Present Board Member / Ambassador / Chair Hospitality Committee Nueces County Republican Party 2018 -Present Secretary City Council At Large Candidate 2018 Received Candidate Endorsement From "Our City Magazine" Padre Island Business Association 2016-2017 Strategic Plan; Author & Implementation Committee (2018-2020) Padre Island Business Association Ambassador/ Calendar Officer Coordinator/Chair of Committee: Taste of the Island Corpus Christi Public Libraries 2018 Needs Assessment / Strategy Recommendation Grant Writing 2016-2017 Grow Local South Texas Burn Pits 360, Veteran Resources Barefoot Mardi Gras 2015-2019 Events Coordinator -Planner: Parade, Festival, and Ball Animal Rehabilitation Keep (ARK) 2005-2011 The University of Texas Marine Science Institute- Port Aransas, Texas *More Information on Request at Interview Awards SPARKi Award Nominee: Greater Corpus Christi Hospitality Association 2018 Recognized for Excellence in Advancing the Coastal Bend Tourism Industry Congressional Ambassador Award 2012 Demonstrating Leadership through Founding and Chairing Local Chapter of University Organization Scholarly Achievements Environmental Organization: Co -Founder Nice President- Fall 2011 -Fall 2012 President- Spring 2013 The Alternative Energy Organization at Texas A&M University Corpus Christi Political Organization: Co -Founder/ Vice Chair- Fall 2012 -Fall 2013/Chair Fall 2013 The College Republican of Texas at Texas A&M University Corpus Christi References John and Gaye White Todd Hunter (U.S. State Representative) 15217 SPID, Corpus Christi, Texas 78418 Personal: (361) 549-6347 Charlie Zahn Port Authority Commissioner, Nueces County Appointee 222 Power Street Corpus Christi, Texas 78401 Main: 361-882-5633 • Fax: 361-882-7110 Debbie Lindsey -Opel City Council Member 2016-2018 361-728-1459 Toby Futrell, PhD Professor of Public Administration, TAMUCC 6300 Ocean Dr, Corpus Christi, TX 78412 Personal: (512) 925-2720 Dan Jorgensen, PhD Department Chair: Masters Program, Public Administration, TAMUCC 6300 Ocean Dr, Corpus Christi, TX 78412 Personal: (361) 537-5927 Stan Hulse Toucan Graphics (Owner) PIBA Representative ISAC Board Member Personal: (956) 346-6356 Amy Gazin Schlitterbahn Corpus Christi (Marketing and Public Relations Director) PIBA Board Member Personal: (361) 815-1657 Cheri Sperling Coastline Properties (CEO) Business: (361) 949-0101 Elaine Motl Barefoot Mardi Gras (Coordinator/Marketing Director) Personal: (361) 947-5235 John Vaughn Willowbend Mortgage Kiwanis Club (Coordinator) Personal: (361) 779-0477 Cassandra Strom Padre Island Business Branding (Proprietor) Published Author: Hello Navi New Life Refuge Ministries Board Member Personal: (740) 706-2009 Guy Carnathan The Pelican Club (Proprietor) 914 Tarpon, Port Aransas, Texas 78373 Personal: (361) 332-1018 • Business: (361) 749-4888 CITY OF CORPUS CHRISTI Submit Date: Feb 25, 2019 Application for a City Board, Commission, Committee or Corporation Profile Dr Jacqueline Prefix First Name 411.01110**0616 Email Address 13807 Sea Horse Ave Street Address Corpus Christi City What district do you live in? * Fl District 4 Current resident of the city? Yes r No 8 If yes, how marry years? Mobile: (361) 834-1879 Primary Phone Phillips Last Name Mobile: (361) 834-1879 Alternate Phone Amistad Community Health Center Internal Medicine Physician Employer Job Title 1533 South Brownlee Blvd Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78404 Work Address - Zip Code jacqueline.phillips@amistadchc.org Work E-mail address Preferred Mailing Address Pr Home/Primary Address TX State 78418 Postal Code Dr Jacqueline Phillips Page 1 of 5 Which Boards would you like to apply for? ISLAND STRATEGIC ACTION 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) Leadership Corpus Christi 46 Class Physician at Amistad Community Health Center (FQHC designated health center) Associate Program Director CCMC Internal Medicine Residency Program If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Island Strategic Action Committee Museum of Science and History Advisory Board Why are you interested in serving on a City board, commission or committee? I first came to Corpus Christi as a medical student. I had always wanted to visit Texas (I am originally from New Jersey) and my medical school had an opportunity to rotate at Bay Area Medical Center (which included room and board) so of course I jumped at the chance. I immediately fell in love with Corpus, I took advantage of my month here and learned to windsurf. I visited the Botanical Gardens, the Lexington, the Texas State Aquarium, North Beach, and the Padre National Seashore, and when I was done, I left Corpus with the promise that as soon as I finished my residency I would move to Corpus Christi TX and I would buy myself a house on "the island." 6 years after I made that promise, I finished my residency and I applied to the one job that I saw listed in Corpus Christi. I came for my interview and knew that living here in Corpus was what I truly wanted. (I knew absolutely no one in Corpus Christi, and I left my entire family to come here). IT WAS THE BEST DECISION I HAVE EVER MADE IN MY LIFE. I owe all the professional and personal success that I have to the opportunities that this area has offered me. After finishing Leadership Corpus Christi, I decided that I wanted to become more involved in our city, and to have a small impact in how wonderful this area is. I may lack in experience when it comes to serving on a committee, commission or board, but I do have a significant passion for Corpus Christi, and I have a long history of strong work and dedication which should prove to you that I can learn how best to serve the community. Upload a Resume Demographics Gender Iv Female Dr Jacqueline Phillips Page 2 of 5 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 (7No 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 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 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 ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * F7 Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Dr Jacqueline Phillips Page 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. 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. W I Agree Dr Jacqueline Phillips 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 1 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 1 Agree Oath ............................ . swear that all of the statements included in my application and attached documents, if any, are true and correct. 1 Agree Dr Jacqueline Phillips Page 5 of 5 Experience: 2018 — present: 2016 — present: 2015 — present: 2014 — present: 2011— 2015 Jacqueline Marie Phillips 13807 Sea Horse Ave. Corpus Christi, TX 78418 (361) 834-1879 UnitedHealthCare Advisory Committee Community Physician Member - performs peer review activities, review credentialing/recredentialing, and review disposition of concerns about quality of clinical care provided to members - evaluate and monitor the quality, continuity, accessibility, availability, utilization, and cost of the medical care rendered within the network Associate Program Director CCMC Bay Area Internal Medicine Residency - To schedule educational didactics for residency program - To provide mentorship for residents - To provide clinical site director supervision at resident continuity clinic - To assist Program Director with maintaining ACGME accreditation status - To supervise clinical core faculty and subspecialty faculty of the residency program - To participate in Clinical Competency Committee, Program Evaluation Committee, and Graduate Medical Education Committee Internal Medicine Physician Amistad Community Health Center To provide primary care to the underserved community of Corpus Christi (and surrounding areas) - Primary disease states including, but not limited to the following: Hypertension, Diabetes, Congestive Heart Failure, Chronic Kidney Disease, Thyroid Disease, Cirrhosis/Hepatitis - Oversight of Advanced Nurse Practitioners Director of Academic Education CCMC Bay Area Internal Medicine/Family Practice Residency - To schedule educational didactics for residency program - To provide mentorship for residents - To provide lectures for graduate medical education Corpus Christi Hospitalists LLC. 2012 — 2013 Residency: 2008 — 2011: Hospitalist CCMC Bay Area and Doctors Regional Medical Center - To provide inpatient care in the acute setting to a diverse population of patients - To provide clinical education to Internal Medicine and Family Medicine Residency program Physician Champion pDOC/Meditech upgrade CCMC Bay Area and Doctors Regional Medical Center - To provide leadership during transition from paper charting to computer charting and ordering - To recruit fellow physicians for compliance Jersey Shore University Medical Center Internal Medicine Education/Certifications: 2017 — 2018: Leadership Corpus Christi Class XLVI 2013 — present: 2004 — 2008: 2000 — 2004: 2000 — 2004: Awards: February 2017 June 2014 Board Certified Internal Medicine American Board of Internal Medicine Lake Erie College of Osteopathic Medicine Awarded Doctor of Osteopathic Medicine Degree Seton Hall University Awarded Bachelor of Science in Biochemistry Seton Hall University Certificate for completing University Honors Program Corpus Christi 40 Under 40 Honoree 2013-2014 Resident Educator of the Year Volunteer Experience: 2018 — present: American Heart Association 2016 — present: 2000 — 2003: Memberships: 2017 — present: Board of Director Member MD Monthly Magazine Advisory Board Member Member of Verona Volunteer Rescue Squad American Academy of HIV Medicine 2015 — present: Young Business Professionals of Corpus Christi 2013 — present: Continuing Education Advisory Committee Texas A and M Health Science Center 2011— present: Nueces County Medical Society 2008 — present: American College of Physicians 2004 — 2008: UAAO 2004 — present: American Osteopathic Association Abstracts/Publications: Phillips, J., Farghani, S., Asnani, S. Subclinical Cushings: Is Treatment Worse Than the Ailment. NJ Regional Chapter ACP Abstract Competition Feb. 2009. Phillips, J., Nwotite, E., Carson, M. Uloric Induced Rhabdomyolysis When Used with a Statin and Fibrate. NJ Regional Chapter ACP Abstract Competition Feb. 2010. Bal, S., Motiramani, N., Phillips, J., Asnani, S., Carson, M. A Storm is Coming: Thyrotoxic Induced Cardiomyopathy. NJ Regional Chapter ACP Abstract Competition Feb. 2010. Reddy, S., Phillips, J., Babaria, B., Tarina, D., Carson, M., Gornish, N., A Rare Case of Spontaneous Pneumocephalus. NJ Regional Chapter ACP Abstract Competition Feb. 2010. Addison, B., Phillips, J., A Familiar Stranger: Cardiac Taponade due to Streptococcus Pneumoniae Complicating a Care of Adult Community Acquired Pneumonia. ACOI Abstract Competition Sept, 2011 Manion, L., Parke, C., Phillips, J., The Elusive Mycobacterial Species: A Case of Re - Activation of M. Marinum with the use of TNF -a Inhibitors. ACOI Abstract Competition Sept. 2015. Marriott, J., Tang, P., Phillips, J., Karerat, K., Case Report: Adult Onset Henoch- Schonlein Purpura with Rapidly Progressive Glomerulonephritis. ACOI Abstract Competition Oct. 2017 Anthony, C. Phillips, J. Case Report: A Rare Incidence of a Brain Abscess: Hysteria Listerial. ACOI Abstract Competition Oct. 2017. Professional Presentations: "Pulmonary Manifestations of Hepatic Disease." Invited speaker, Transplant Grand Rounds. St. Lukes and Baylor Medical Center — Houston. October 2016 "Genomics, Telemedicine and Hepatitis C Treatment." 6th Annual Gulf Coast Pharmacy Symposium. Texas A and M Health Sciences. February 2017 "The Opoid Epidemic — What To Do About It? (A Physicians Perspective)." 7th Annual Gulf Coast Pharmacy Symposium. Texas A and M Health Sciences. June 2018 Features: TexasMD: "Coming Together: Amistad Community Health Center Bring Affordable Passion Powered Health Care to Corpus Christi". April 2016 Issue. Cover Feature. Kiii News: "Special Report: High Cost of Insulin." May 23, 2016. Feature Interview (pre- recorded). Journal of Medical Economics. "How to Manage Hepatitis C Patients Under MACRA." September 10, 2017 Issue. Medical Interview. The Bend Magazine: "A Safety Net: The Amistad Community Health Center is Bringing Hope and Health to the Coastal Bend." November 2017 Issue. Giving Back Feature. MD Monthly: "Female Doctors Association of Corpus Christi: A Close Network of Female Physician on the Coastal Bend." January 2018 Issue. Cover Feature. Kris6 News: "Rolling with Roland." Various Live On -Air Interviews Regarding Various Health Topics Relevant to the Coastal Bend. CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jul 12, 2018 Profile Fred First Name Email Address 13954 Mainsail Street Street Address Corpus Christi City What district do you live in? * W District 4 Current resident of the city? Yes r No 45 11 yes, how many years? Mobile: (361) 438-2857 Primary Phone CCMS Inc. Employer 200 S. Alister St., Ste. C Work Address - Street Address and Suite Number Port Aransas Work Address - City Texas Work Address - State 78373 Work Address - Zip Code 361-749-8741 Work Phone fred@ccrosresorts.com Work E-mail address Samudio Last Name Business: (361) 749-8741 Alternate Phone Supervising Manager Job Title TX State 78418 Postal Code Fred Samudio Page 1 of 5 Preferred Mailing Address Fl Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE: Submitted Interests & Experiences Are you a registered voter? 6'Yes rNo 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) Supervising Manager with CCMS Inc., a property management company based in Port Aransas. Our company manages 11 Homeowner associations (condos) and one motel. I currently serve on the Port Aransas Chamber/ CVB Board and Marketing Committee. Why are you interested in serving on a City board, commission or committee? I would like to provide my many years of experience to helping the Padre Island and Mustang Island area progress in a reasonable manner to facilitate financial and environmental enrichment for the coastland and inhabitants. Demographics Gender pr 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? rYes c°No Do you, your spouse, your business or your spouse's business have a City contract? r Yes No Fred Samudio Page 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 `` 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 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) Fred Samudio Page 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. 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. 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. F,I I Agree Fred Samudio Page 4 of 5 Oath 1 swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Fred Samudio Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Feb 16, 2019 Application for a City Board, Commission, Committee or Corporation Profile Dr. Kateryna Prefix First Name katya.wowk@tamucc.edu Email Address 14718 Aquarius St Street Address Corpus Christi City What district do you live in? * p District 4 Current resident of the city? r•' Yes r No 3.5 If yes, how many years? Home: (860) 573-9293 Primary Phone M Wowk Middle Initial Last Name Business: (316) 825-2030 Alternate Phone Harte Research Institute, TAMUCC Senior Research Scientist 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 (316) 825-2030 Work Phone katya.wowk@tamucc.edu Work E-mail address TX State 78418 Postal Code Dr. Kateryna M Wowk Page 1 of 5 Preferred Mailing Address 17 Home/Primary Address Which Boards would you like to apply for? ISLAND STRATEGIC ACTION 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 Education, Professional and/or Community Activity (Present) Kateryna (Katya) Wowk is an expert in using interdisciplinary approaches to mitigate coastal hazard risks and strengthen community resilience. At HRI, she leads coordination of Texas OneGulf, a RESTORE Center of Excellence and partnership of nine institutions dedicated to advancing the long-term environmental and economic health of Texas and the Gulf of Mexico. She also works with the Socio - Economics Group to advance resilience that incorporates physical, natural and social elements, and with senior leadership to continuously link science to policy, decision-making and societal outcomes. Prior to her position with HRI, Katya served in senior positions at the U.S. National Oceanic and Atmospheric Administration (NOAA), where she led efforts related to Hurricane Sandy Recovery, National Ocean Policy, and the National Drought Resilience Partnership. Katya holds a PhD in International Marine Policy from the University of Delaware, a Master of Public Administration in Environmental Science & Policy from Columbia University, and a Bachelor of Science in Ecology from Central Connecticut State University. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) NA Why are you interested in serving on a City board, commission or committee? As an island resident and home owner, I have a vested interest in helping island communities achieve a future that is economically prosperous and environmentally sound. Also, as a researcher in disaster resilience, I hope to use my specialized knowledge and deep partnerships on behalf of the island, to make it a safer, more resilient place to live. I also seek to get to know my island community members and leaders better, and work with them for the betterment of the island. Upload a Resume Demographics Dr. Kateryna M Wowk Page 2 of 5 Gender F7 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 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 c'No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes cr 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) Dr. Kateryna M Wowk Page 3 of 5 Question applies to ISLAND STRATEGIC ACTION COMMITTEE ISAC must include representatives from certain categories. Do you qualify for any of the following categories? * 177 Residential Property Owner (Who owns property and resides on Mustang or Padre Island) F7 Environmental Group Representative 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. Kateryna M Wowk 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. 17 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Fl I Agree Dr. Kateryna M Wowk Page 5 of 5 KATERYNA M. WOWK, PH.D. Harte Research Institute for Gulf of Mexico Studies Texas A&M University — Corpus Christi Email: katya.wowkAtamucc.edu EDUCATION 6300 Ocean Drive, Rm. 210B Corpus Christi, TX 78412 Tel: 361.825.2030 Ph.D., Marine Policy, College of Earth, Ocean and Environment, University of Delaware, August 2011 Dissertation: Examining Effectiveness in Regional Ocean Governance Regimes Readers: Dr. Gerard Mangone, Dr. Jeremy Firestone, Dr. Alice Ba and Dr. Matthew Weinert M.P.A., Environmental Science and Policy, School of International and Public Affairs, Columbia University, May 2005 Qualifying Project: Alternative Waste Disposal Technologies for New York City Director: Dr. Steven Cohen B.S., Ecology (minor: Political Science), Central Connecticut State University, May 2004 PROFESSIONAL EXPERIENCE Harte Research Institute for Gulf of Mexico Studies (HRI) Department of Physical and Environmental Sciences (PENS) Texas A&M University — Corpus Christi Senior Research Associate & Texas OneGulf Coordinator, HRI Associate Professor, PENS U.S. National Oceanic and Atmospheric Administration (NOAA) Office of the Chief Economist and Social Science Team Senior Social Scientist (Consultant) NOAA Office of the Assistant Secretary for Conservation Senior Policy Lead (Contractor) NOAA's National Ocean Service (NOS) Program Coordination Officer to the NOAA Administrator (Contractor) Earth Resources Technology (ERT), Inc. Deputy Director, NOAA Programs NOAA/National Marine Protected Areas (MPAs) Center Policy Specialist (Sea Grant Fellow and Contractor) Gerard J. Mangone Center for Marine Policy Research Associate and Teaching Assistant RESEARCH INTERESTS November 2015 — Present Corpus Christi, TX October 2014 -October 2015 Washington, D.C. August 2013—October 2014 Washington, D.C. August 2012—August 2013 Washington, D.C. September 2010—July 2012 Silver Spring, MD February 2008—September 2010 Silver Spring, MD August 2005—December 2007 Newark, DE Community resilience, ecosystem resilience, disaster recovery, social learning, decision support, ocean and coastal policy, coastal green infrastructure, risk communication. COURSES AND GRADUATE LECTURES Updated July'18 Page 1 of 7 Course: Ocean and Coastal Resources; Lectures: International Ocean and Environmental Policy, United States Ocean and Coastal Policy, Integrated Coastal Management, Coastal Management and Ocean Law, Environmental and Sustainability Economics, Applied Policy Analysis, Disaster Resilience. STUDENT SUPERVISION Kaci Frederick, M.S., Environmental Science, Spring 2017, Texas A&M University -Corpus Christi (Committee Co -Chair) Joseph Appiott, M.S., Marine Policy, Spring 2012, University of Delaware (Research Manager) Marlena Katie Wilson, B.S., Biology, Spring 2009, University of Delaware (Research Manager) Kat Hoenke, B.S., Wildlife Conservation, Spring 2009, University of Delaware (Research Manager) PUBLICATIONS AND AWARDS JOURNAL PUBLICATIONS McLaughlin, R. and K. Wowk. (pending). "Managing Areas Beyond National Jurisdiction in the Gulf of Mexico: Developing International Legal Authority and Future Challenges." Sea Grant Law and Policy Journal. Wowk, K., L. McKinney , F. Muller-Karger, R. Moll, S. Avery, E. Escobar-Briones, D. Yoskowitz & R. McLaughlin. 2017. Evolving academic culture to meet societal needs. Palgrave Communications 3:35. Sutton -Grier, A., H. Bamford and K. Wowk. 2015. Future of Our Coasts: The Potential for Natural and Hybrid Infrastructure to Enhance the Resilience of Our Coastal Communities, Economies and Ecosystems. Environmental Science and Policy. 51:137-148. Mendler de Suarez, J., B. Cicin-Sain, K. Wowk, R. Payet and O. Hoegh-Guldbergd. 2014. Ensuring survival: Oceans, climate and security. Ocean and Coastal Management. 90:27-37. Gjerde, K., D. Currie, K. Wowk, and K. Sack. 2013. Ocean in Peril: The mismanagement of global ocean living resources in areas beyond national jurisdiction. IPSO. London. Schwenke, K., L. Wenzel and K. Wowk. 2010. Networks of Marine Protected Areas: What Are They and Why Are They Needed? Current — The Journal of Marine Education. 26:3-6. Currie, D. and K. Wowk. 2009. Climate Change and CO2 in the Oceans and Global Oceans Governance. Carbon & Climate Law Review. 4:387-404. BOOK CHAPTERS Wowk, K. and D. Yoskowitz. 2017. "Socioeconomic and Policy Considerations of Living Shorelines — U.S. Context." In: Living Shoreline Approaches. Bilkovic, Mitchell and Toft (Eds.). Taylor and Francis Publishing. Cicin-Sain, B., G. Kuska, C. Snyder and K. Wowk. 2015. Development of a National Ocean Policy in the United States. In: Cicin-Sain, B. and D. Vanderzwaag (Eds.). Ocean Policies. Earthscan. London. Wowk, K. 2013. Paths to Sustainable Ocean Resources. In: Noone, K., R. Sumaila, and R. Diaz (Eds.). Managing Ocean Environments in a Changing Climate. Elsevier. Updated July'18 Page 2 of 7 Wowk, K. 2012. Marine Preserves. In: Bosselmann, K., D. Fogel, and J.B. Ruhl (Eds.), Berkshire Encyclopedia of Sustainability 8/10: The Americas and Oceania — Assessing Sustainability. Berkshire Publishing Group LLC. Wowk, K. 2011. Ocean Resource Management. In: Bosselmann, K., D. Fogel, and J.B. Ruhl (Eds.), Berkshire Encyclopedia of Sustainability 5/10: Ecosystem Management and Sustainability. Berkshire Publishing Group LLC. Currie, D. and K. Wowk. 2010. Fishing and Whaling Legislation. In: K. Bosselmann, D. Fogel, and J.B. Ruhl (Eds.), Berkshire Encyclopedia of Sustainability 3/10: The Law and Politics of Sustainability. Berkshire Publishing Group LLC. REPORTS Villegas, C., Wowk, K., and Shelton, K. 2018. Rethinking Disaster Recovery and Mitigation Funding in the Wake of Hurricane Harvey. Kinder Institute for Urban Research, Rice University. Villegas, C., Wowk, K., Shelton, K., Patterson, G., and Lightbourne, J. 2017. Funding Primer: Harvey Relief and Recovery. Kinder Institute for Urban Research, Rice University. Brown, V., S. Fauver, D. Geppi, A. Haynes, K. Klockow, D. Nagele. 2016. Risk Communication and Behavior: Best Practices and Research Findings. NOAA Social Science Commmittee. R. Jacobson and K. Wowk (eds.). NOAA Social Science Committee. 2015. NOAA Social Science Vision and Strategy. (Lead Editor) OSTP. 2015. Ecosystem Service Assessment: Research Needs for Coastal Green Infrastructure. National Science and Technology Council. (Co -Lead Writer) Cicin-Sain, B., M. Balgos, J. Appiott, K. Wowk, and G. Hamon. 2011. Oceans at Rio+20: How Well Are We Doing in Meeting the Commitments from the 1992 Earth Summit and the 2002 World Summit on Sustainable Development? Summary for Decision Makers. Global Ocean Forum. Monaco Message. 2011. Monaco Workshop on Sustainable Use of Oceans in the Context of the Green Economy and Poverty Eradication (Lead Drafter). Mendler de Suarez, J., B. Cicin-Sain, K. Wowk, R. Payet, and O. Hoegh-Guldberg. 2010. Ensuring Survival: Oceans, Climate and Security. Global Ocean Forum. Snyder, C., K. Wowk, J. Appiott, G. Hamon. 2009. Summary of Oceans Day At Copenhagen. Global Ocean Forum. Wowk, K., and A. Solofa. 2009. Oceans and the Climate Negotiations. In Oceans and Climate Change: Issues and Recommendations for Policymakers and for the Climate Negotiations. Cicin-Sain, B. (ed.). Wowk, K. 2009. Encourage Adaptive Management at Regional, National and Local Scales. In Oceans and Climate Change: Issues and Recommendations for Policymakers and for the Climate Negotiations. Cicin-Sain, B. (ed.). Kullenberg, G., J. Mendler de Suarez, K. Wowk, and B. Cicin-Sain. 2008. Global Forum Policy Brief on Climate, Oceans, and Security. 4- Global Conference on Oceans, Coasts, and Islands. Updated July '18 Page 3 of 7 Murawski, S., N. Cyr, M. Davidson, Z. Hart, M. Balgos, K. Wowk, and B. Cicin-Sain. 2008. Global Forum Policy Brief on Ecosystem -based Management and Integrated Coastal and Ocean Management Indicators for Progress. 4- Global Conference on Oceans, Coasts, and Islands. Snyder, C., K. Wowk, and Diamond, J. 2008. Report from the Strategic Planning Workshop on Global Ocean Issues in Marine Areas Beyond National Jurisdiction in the Context of Climate Change Nice, France, January 23-25,2008. OPEDS Wowk, K. Sept. 11, 2017. In Harvey's wake, Texas can lead innovation in rebuilding for disaster preparedness. Texas Tribune. Available. GRANTS AND CONTRACTS 2018-2021 Co -Principal Investigator. Standard logical models and metrics for Gulf restoration: Linking project outcomes to economic, health, and wellbeing benefits for people. National Academies of Science Gulf Research Program via Duke University. L. Olander (PI), H. Tallis (co -PI), C. Shepard (co -PI), D. Yoskowitz (co -PI) — $560,093 ($1,250,000 total budget). 2018-2020 Co -Principal Investigator. Incorporating Socio -Economic and Ecosystem Service Indicators into the Coastal Community Resilience Index. Gulf of Mexico Alliance. D. Yoskowitz (PI), L. Hutchison (co - PI) - $67,800. 2018-2019 Co -Principal Investigator. An International Network -to -Network Approach to Generating New Scientific Community Collaborations in the Gulf of Mexico. National Science Foundation. J. Baldauf (PI), Z. Medina-Cetina (co -PI), K. Dirani (co -PI) - $12,768 ($210,000 total budget). 2018-2019 Principal Investigator. Hurricane Harvey Decision -Support — Resilient Environments and Communities. Texas Commission on Environmental Quality/Texas OneGulf Center of Excellence. Y. Fofanov (co -PI), C. Elferink (co -PI), G. Golovko (co -PI), A. Knap (co -PI), J. Homey (co -PI), L. Teron (co - PI), A. Vedlitz (co -PI), P. Berke (co -PI), J. Masterson (co -PI), T. Hester (co -PI), A. Lopez del la Osa Escribano - $748,582. AWARDS AND FELLOWSHIPS 2016 Ecological Society of America Innovations in Sustainability Science Award 2012 ERT Peer Award, presented for mentoring interns and exceptional service to NOAA 2010 ERT Team Award, presented to the team for outstanding dedication to the MPA Center 2009 National Scholars Honor Society, presented by the National Society President 2008 NOAA Sea Grant John A. Knauss Marine Policy Fellowship (Executive) 2007 Gerard J. Mangone Center for Marine Policy Award SERVICE TASK FORCES, COUNCILS AND COMMITTEES - 2018- Centers of Excellence Research Grant Program (Member) — 2017- FEMA Community Planning Capacity Building Recovery Support Function —Harvey (Member) - 2016- Texas OneGulf Disaster Research Response Working Group (Member) - 2014-2015 NOAA Social Science Committee (Member) — 2014-2015 Department of Commerce Tourism Policy Council (NOAA Policy Lead) Updated July'18 Page 4 of 7 - 2014-2015 White House Subcommittee on Social, Behavioral and Economic Sciences (Member) - 2014-2015 White House Coastal Green Infrastructure and Ecosystem Services Task Force (NOAA Policy Lead and Co -Executive Secretary) - 2013-2015 NOAA Natural Infrastructure Committee (Policy Lead/Executive Secretary) - 2013-2015 NOAA Habitat Conservation Team (Member) — 2013-2015 NOAA Ocean Council (Member) — 2013-2013 Department of Interior Metrics Expert Working Group (Advisor) - 2013-2014 White House Hurricane Sandy Task Force (NOAA Policy Lead) - 2013-2014 White House National Drought Resilience Partnership (Acting Co-Chair/NOAA Lead) — 2012-2014 White House Interagency Ocean Policy Task Force (NOAA Policy Lead) — 2008-2010 Marine Protected Areas Federal Advisory Committee (Executive Secretary) RESEARCH COMPETITION REVIEW PANELS — NOAA Sea Grant — BiodivERsA3 ERA -NET Marine Blue Infrastructure Asia-Pacific Economic Cooperation - National Institute of Standards and Technology — Hurricane Sandy Recovery CONSULTING — 2011-2012 Stakeholder Forum for a Sustainable Future — 2005-2011 Global Forum on Oceans, Coasts and Islands (Global Ocean Forum) PRESENTATIONS - Presenter, "Texas OneGulf: Linking People and Environments for Resilient Coasts," Gulf of Mexico Oil Spill and Ecosystem Science Conference, New Orleans, LA, February 2019. Moderator, "Harvey Recovery — Building Economic Resilience," Gulf of Mexico Climate and Resilience Outreach Community of Practice Workshop (CoP), Port Aransas, TX, May 2018. - Moderator, "How communities can change behavior to address complex challenges," American Association for the Advancement of Science Panel, Austin, TX, January 2018. - Presenter, "Hurricane Harvey: The Human Impact and How to Rebuild with Resilience," Commission to Rebuild Texas Coastal Bend Meeting, Corpus Christi, TX, November 2017. - Presenter, "Building resilience: the need to address human dimensions of socio -ecological systems," Coastal and Estuarine Research Federation, Providence, RI, November 2017. — Presenter, "Natural Disaster Resilience — Lessons Learned," Concurrent Session, U.S.-ASEAN Conference on Marine Environmental Issues, Bangkok, Thailand, September 2017. — Moderator, Blue Economy Panel, ft. H.E. Kobkarn Suriyasat Wattanavrangkul, Thai Minister of Tourism, US -ASEAN Conference on Marine Environment, Bangkok, Thailand, September 2017. - Poster, "Transforming Socio -Ecological Systems: Infrastructure to Build Resilience," Gulf of Mexico Climate and Resilience Community of Practice, Covington, Louisiana, May 2017. - Moderator, "Challenges to an Ecologically and Economically Sustainable Gulf of Mexico," State of the Gulf of Mexico Summit, Houston, TX, March 2017. - Panelist, "Encouraging Resilient Practices: Key Concepts for Urban and Rural Coastal Areas." Binational Perspectives on Gulf of Mexico Sustainability Workshop, NSF Research Collaborative Network, San Miguel de Allende, Mexico, March 2017. - Keynote Presentation, "Future of our coasts: Potential for natural and hybrid infrastructure to enhance ecosystem and community resilience in the U.S." 19" Annual Meeting of the Ecology and Civil Engineering Society (ECES), Koriyama City, Japan, September 2015. Updated July'18 Page 5 of 7 — Plenary Presenter, "Enhancing Disaster Resilience by Valuing Nature's Defenses." International Symposium on Disaster and Biodiversity, Sendai, Japan, September 2014. - Panelist, "Ensuring Survival: Oceans, Climate and Security." 5th Global Oceans Conference, UNESCO, Paris, France, May 2010. - Presenter, "Global Ocean Changes and the International Community's Response." 3`d World Ocean Forum, Busan, Republic of Korea, November 2009. — Panelist, "Encouraging Adaptive Management Institutions at Varying Scales (e.g., Large Marine Ecosystem, Regional Seas, National and Local)." World Ocean Conference Global Ocean Policy Day Session, Manado, Indonesia, May 2009. Presenter, "The Failings of the International Whaling Commission: A Result of Institutional Design?" 50th Annual Conference - International Studies Association. New York, NY, February 2009. - Presenter, "The Patagonian Climate and Large Marine Ecosystem." Paper presented as part of a five- week study abroad program, Buenos Aires, Argentina, January 2007. CONFERENCES AND WORKSHOPS - 2019 Conference Session: Modeling for Synthesis - progress in linking the natural sciences and connecting to politics, economics, health, psychology and further, Gulf of Mexico Oil Spill and Ecosystem Science Conference, New Orleans, LA (session Co -Chair) — 2018 Gulf Region Co-op: Expert Meeting to Conceptualize a Large -Scale, Long -Term Investment of the Gulf Research Program, Arlington, VA (participant) - 2018 Gulf of Mexico Alliance All Hands - Brainstorming Session on Incorporating Ecosystem Services and Social -Behavioral -Economic Indicators into the Coastal Community Resilience Index, St. Petersburg, FL (session co -lead and organizer) - 2018 Gulf of Mexico Climate and Resilience Outreach Community of Practice Workshop (CoP), Port Aransas, TX (co -lead and organizer) - 2018 Water -Energy -Food Nexus (WEF) Stakeholder Information and Engagement Workshop, San Antonio, TX (participant) - 2017 Wetlands Conservation Finance: Texas Style, Corpus Christi, TX (co -lead and organizer) 2016 Joint Initiative Gulf of Mexico Coast Roundtable, New Orleans, LA (participant) - 2016 HRI Forum on Linking Science to Policy, Tampa, FL (co -lead and organizer) 2016 Texas OneGulf Network of Experts, Corpus Christi and Houston, TX (facilitator) - 2015 United Nations Environment Programme: The Economics of Ecosystems and Biodiversity — Oceans and Coasts, Auckland, New Zealand (participant) - 2014-2015 Department of Commerce Natural Capital Business Roundtables, Houston, TX, Cleveland, OH, NYC, NY (co -lead and organizer) - 2011 Panel on Oceans and Climate Change, World Ocean Conference, Manado, Indonesia (panelist) - 2011 Oceans Day at Durban, 17th Conference of the Parties to the United Nations Framework Convention on Climate Change (UNFCCC COP 17), Durban, South Africa (co -lead and organizer) - 2011 Workshop on the Sustainable Use of Oceans in the Context of the Green Economy and Poverty Eradication, Monaco (co -lead and organizer) - 2010 Global Ocean Fonim: Oceans Day at Cancun, UNFCCC COP 16, Cancun, Mexico (organizer) - 2010 Fifth Global Conference on Oceans, Coasts and Islands: Ensuring Survival, Preserving Life and Improving Governance, Paris, France (co -lead and organizer) 2008 Fourth Global Conference: Advancing Ecosystem Management and Integrated Coastal Management by 2010 in the Context of Climate Change, Hanoi, Vietnam (co -lead and organizer) - 2008 Strategic Planning Workshop on Global Ocean Issues in Marine Areas Beyond National Jurisdiction in the Context of Climate Change, Nice, France (co -lead and organizer) — 2006 Fourth World Water Forum, Mexico City, Mexico (session organizer) Updated July'18 Page 6 of 7 — 2006 Third Global Conference on Oceans, Coasts and Islands: Moving the Global Oceans Agenda Forward, Paris, France (organizer) TRAINING & PROFESSIONAL AFFILIATIONS Training: 2018 FORTIFIED WISE Associate, 2018 NAS Data Carpentry, 2018 Coastal Community Resilience Index Facilitator; Affiliations: The Coastal Society (University of Delaware Chapter President 2010-2012), Women's Aquatic Network, Knauss Fellow Alumni, Audubon Texas Updated July'18 Page 7 of 7 LIBRARY BOARD *One (1) vacancy with term to 11/05/2020, representing the following category: 1- Member nominated by Friends of Corpus Christi Public Libraries Board. (Must be confirmed by a majority of the City Council) (The Friends of the Corpus Christi Libraries Board has nominated Roberta H. Sewell) Composition Nine (9) members of which seven (7) members shall be appointed for two-year terms by the City Council, one (1) member shall be nominated by the La Retama Club, and one (1) shall be nominated by the Friends of the Corpus Christi Public Libraries Board for a term of two -years. Each nominee must be confirmed by a majority of City Council Members. Name Term Appt. date End date Appointing Authority Position Status Category *Harris M. Worchel 1 N/A 11/5/2018 City Council Resigned Friends of the Libraries Board Nicole Carroll 1 11/7/2017 11/5/2019 City Council Active Candace S Hart 1 9/20/2016 11/5/2019 City Council Active Vickie C. Natale 1 8/28/2018 11/5/2019 City Council Active Julie T Rogers 1 11/7/2017 11/5/2019 City Council Active Brian Solarek 3 11/12/2013 11/5/2019 City Council Chair Active Ida A. Hobbs 1 2/12/2019 11/5/2020 City Council Active Tom Krepel 2 1/24/2017 11/5/2020 City Council Active Alice Nixon 2 6/14/2016 11/5/2020 City Council Active La Retama Club LIBRARY BOARD Applications Name District Category Roberta H Sewell (District 2 Friends of the Libraries Board 1 CITY OF CORPUS CHRISTI Submit Date: Mar 05, 2019 Application for a City Board, Commission, Committee or Corporation Profile Roberta H Sewell First Name Middle Initial Last Name Email Address 514 Grant Place Street Address Corpus Christi City What district do you live in? * I•J District 2 Current resident of the city? Yes r No 46 If yes, how many years? Home: 3618546939 Primary Phone none Work Address - Street Address and Suite Number none Work E-mail address Home: 3618546939 Alternate Phone Preferred Mailing Address IJJ Home/Primary Address Which Boards would you like to apply for? LIBRARY BOARD: Submitted TX State 78411 Postal Code Interests & Experiences Are you a registered voter? c' Yes r No Roberta H Sewell Pane 1 of 4 Do you currently serve on any other City board, commission or committee at this time? If so, please list: Friends of the Library (new board member) Why are you interested in serving on a City board, commission or committee? to represent the Friends of the Library...I am a new board member. Are you an ex -Officio member of a City Board, commission or committee? r Yes r No 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? C Yes 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 c' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes C•' No Rnherta H Sewell 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. none of the above Board -specific questions (if applicable) Question applies to LIBRARY BOARD The Library Board must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Friends of Corpus Christi Libraries Nominee Verification Roberta H Sewell 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. 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 Roberta H Sewell Pane 4 of 4 MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD *Nine (9) vacancies with terms to 12-11-21, representing the following categories: 3 - Community Advocate, 2 - Higher Education, 2 - K-12 Education, 2 - Business Community. (New composition approved by ordinance on 1/22/19)(Mayoral appointment with confirmation by Council) Composition The Corpus Christi Museum of Science and History Advisory Board which shall consist of nine members. The board members shall be appointed by the Mayor, with advice and consent of the Council. The board members shall be selected as follows: nine members shall be nominated by the Mayor who shall seek two (2) members from - Higher Education, two (2) members from the field of K-12 Education, two (2) members from Business Community and three (3) members from Community Advocates. Of these nine members, at least one (1) member should have a background in science, technology, engineering or math and one (1) member should have a background in history. Ex -officio members shall include the City Manager and superintendents of the Corpus Christi Independent School District, Calallen Independent School District, Flour Bluff Independent School District, Tuloso-Midway Independent School District and West Oso Independent School District or their designated representatives. The term of each advisory member shall be three years. Name *Christina C Buttler Term 1 Appt. date 7/24/2018 End date 12/11/2018 Appointing Authority Mayor with Council Confirmation Status Seeking reappointment Old Category Community Advocate New Category Community Advocate Attendance 3/3 meetings 100% *Anita Eisenhauer 1 9/12/2017 12/11/2018 Mayor with Council Confirmation Seeking reappointment Community Advocate Community Advocate 5/5 meetings 100% *Jonda Halcomb 2 12/12/2012 12/11/2018 Mayor with Council Confirmation Met six-year service limitation Higher Education Higher Education *Karen J Howden 1 7/24/2018 12/11/2018 Mayor with Council Confirmation Seeking reappointment Friends of the Museum K-12 Education 3/3 meetings 100% *Claudia C Huerta 1 9/12/2017 12/11/2018 Mayor with Council Confirmation Seeking reappointment Friends of the Museum Business Community 4/5 meetings 80% *Cary Perales 1 9/9/2014 12/11/2018 Mayor with Council Confirmation Seeking reappointment K-12 Education K-12 Education 4/5 meetings 80% **Sonia Castillo Plemons 1 7/14/2015 12/11/2018 Mayor with Council Confirmation Seeking reinstatement Business Community Business Community *Ruben E Rocha Jr 1 9/12/2017 12/11/2018 Mayor with Council Confirmation Not seeking reappointment K-12 Education Higher Education *Scott Sutherland 2 12/12/2012 12/11/2018 Mayor with Council Confirmation Met six-year service limitation Business Community Community Advocate Name Term N/A Appt. date N/A End date N/A Appointing Authority Status Active Old Category New Category Attendance City Manager or designee Calallen ISD, Superintendent or Representative N/A N/A N/A Active Corpus Christi I.S.D, Superintendent or Representative N/A N/A N/A Active Flour Bluff ISD, Superintendent or Representative N/A N/A N/A Active Tuloso-Midway ISD, Superintendent or Representative N/A N/A N/A Active West Oso ISD, Superintendent or Representative N/A N/A N/A Active **She is seeking reinstatement. She exceeded the number of absences allowed by ordinance due to conflicts with her work schedule. She states she will no longer miss meetings and is requesting reinstatement to the committee. MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD Applications list Name District Category Margareta Fratila District 3 K-12 Education, Higher Education, Business Community and Community Advocate Rachel P Gomez District 5 Community Advocate and Business Community Sylvia A. Tryon Oliver District 2 Community Advocate Jessica B Parra District 2 Higher Education Kristen J Ross District 1 K-12 Education Jack Southard District 5 K-12 Education, Higher Education and Background in science, technology, engineering or math Kathy Wemer District 2 K-12 Education, Higher Education and Community Advocate CITY OF CORPUS CHRISTI Submit Date: Jan 11, 2019 Application for a City Board, Commission, Committee or Corporation 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? * W District 3 Current resident of the city? r• Yes r No 36 If yes, how many years? Home: (361) 851-9418 Primary Phone Home: (361) 739-3029 Alternate Phone EUROPEAN FLORAL DESIGNS 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 Margareta Fratila Page 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 Are you an ex -Officio member of a City Board, commission or committee? r Yes r No Demographics Gender p Female Code of Ethics - Rules of Conduct/Conflicts of Interest Margareta Fratila Page 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 (7 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? * iJ 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) r: Yes r No Margareta Fratila Page 3 of 6 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged meaning elderly, persons with disabilities or low- income individuals? rYes 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? * 111 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? * tJ K - 12 Education W Higher Education W Business Community fP Community Advocate Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (For NCAD) Are you a resident and qualified elector* of the District (Nueces County)? rYes rNo Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT (NCAD) Have you resided in the District for at least 2 years? rz 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? * iJ None of the above Margareta Fratila Page 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 Question applies to CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT The Corpus Christi Downtown Management District must include representatives from certain categories. Do you qualify for any of the following categories? * None Selected 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. 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 Margareta Fratila Page 5 of 6 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 1 Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p 1 Agree Margareta Fratila Page 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 Email: 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 Application for a City Board, Commission, Committee or Corporation Submit Date: Feb 08, 2019 Profile Rachel P First Name Middle Initial Email Address 6010 Oriental Ave Street Address Corpus Christi City What district do you live in? * R District 5 Current resident of the city? r• Yes r No 28 If yes, how many years? Mobile: (361) 331-1433 Primary Phone Gomez Last Name Business: (361) 360-2165 Alternate Phone Certainty Home Loans Mortgage Loan Originator Employer Job Title 5402 S. Staples St Ste. 102 Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78411 Work Address - Zip Code 3613602165 Work Phone rgomez@certaintyhomeloans.com Work E-mail address TX State 78414 Postal Code Rachel P Gomez Page 1 of 5 Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted Interests & Experiences Are you a registered voter? a 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) Bachelor of Science from Texas State University; Juris Doctorate Study at St. Marys School of Law, LEadership Corpus Christi Class 46, Board of Directors fro CASA of the Coastal Bend, Committee Member for Fiesta de Los Ninos, Former Board Member of Corpus Christi Crime Stoppers, Former Board Member of American Red Cross If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Museum of Science and History Board Why are you interested in serving on a City board, commission or committee? Love this community and would love to give back and see the city develop and grow exponentially Are you an ex -Officio member of a City Board, commission or committee? r Yes r No Demographics Gender W Female Code of Ethics - Rules of Conduct/Conflicts of Interest Rachel P Gomez Page 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes t' No Does your employer or your spouse's employer have a City contract? ✓ Yes 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 t: 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 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 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? W Business Community W Community Advocate Rachel P Gomez Page 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. 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. W I Agree Rachel P Gomez Page 4 of 5 Consent for Release of Information 1 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. Fir 1 Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Rachel P Gomez Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jan 24, 2019 Application for a City Board, Commission, Committee or Corporation Profile Sylvia A Tryon-oliver First Name Middle Initial Last Name 4.111111MINIIM Email Address 2814 Rogers Street Street Address Corpus Christi City What district do you live in? * J District 2 Current resident of the city? Yes r No 20+ If yes, how many years? Home: (361) 877-3634 Home: (361) 882-6976 Primary Phone Alternate Phone none Work Address - Street Address and Suite Number none Work Address - City none Work Address - State none Work Address - Zip Code none Work Phone 411101111~01016 Work E-mail address Preferred Mailing Address 17 Home/Primary Address TX 78405 State Postal Code Sylvia A Trvon-oliver Pan P 1 of 4 Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Appointed CRIME CONTROL & PREVENTION DISTRICT: Appointed MUSEUM OF SCIENCE AND HISTORY ADVISORY 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: yes Education, Professional and/or Community Activity (Present) Some College; President & CEO Corpus Christi Black Chamber of Commerce; several positions at church. Board Member: Crime Control and Prevention, Nueces County Hospital District Why are you interested in serving on a City board, commission or committee? Serving on the board will help expand my knowledge of City's issues, and become a part of the solutions 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 Cz• 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 V' No Sylvia A Trynn-oliver Pane 2 nf 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 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 0 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 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 Community Advocate Sylvia A Trvon-oliyer 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. 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 Sylvia A Trvnn-Oliver Pane 4 of 4 Sylvia Tryon -Oliver 361.877.3634 Summary Professional with over 30 years of managerial experience, strong strategic -planning and people - management skills. Strong leadership and relationship -building skills. Business savvy, hard working, team leader, team member, collaborator, transformer. Chief Executive Officer with keen company oversight, committed to cost-effective management of resources, staff development, and quality per- formance. • Leadership • Interpersonal Skills • Motivation • Project Planning • Staff development • Inventory control • Budget Management Skills • Sound judgment • Supervision and training • Policy/program development • Change management • Computer Savvy • Operations Management • Grant Writing/Management Experience President & CEO, Corpus Christi Black Chamber of Commerce 01/2004 -Current Reorganized the Corpus Christi Black Chamber of Commerce. Implemented training and development for the Board of Directors. Streamlined and managed $100,000 budget. Implemented new Motto, Bylaws, Mission and Purpose, and programs in alignment with grant operations. Managed over 15,000 members during this period. Increased memberships and participation; built relation- ships; collaboration; moved the chamber forward. City of Corpus Christi, Corpus Christi, Texas 12/2006-09/2012 Director, RSVP Program Reorganized the Retired and Senior Volunteer Program (RSVP). Streamlined and managed $100,000 Grant comprised of city and federal funds; renewed each year. Implemented new Methods and Procedures manual for grant operations and developed training manual. Managed over 800 Senior citizens on a daily basis. Created new programs and activities for the seniors. Increased par- ticipation and partnerships with other senior organizations in and out of the city, and the state of Texas. Increased productivity with seniors and staff; mentored staff. State Certified Trainer for SMP on Medicare Fraud. City of Corpus Christi, Corpus Christi, Texas 02/2002-12/2006 Senior Center Supervisor Managed over 400 senior citizens on a weekly basis. Initiated monthly programs related to health and wellness, and recreational activities, including trips to Austin to advocate for Senior issues. Oversaw nutritional meals service; trained seniors on food han- dling. State Certified Counselor. AT & T New Jersey (Headquarters) 04/1984-06/1998 Assistant to CEO, replied to customers correspondence to ensure customer satisfaction. Billing and Finance Manager; Managed $350,000,000 budget. Time reporting; Billing System Trainer; Oversaw over 400 system techs. Managed Grant. Southwestern Bell Corpus Christi TX 09/1978-04/1984 Customer Service Rep, Marketing and Business Sales Management Education and Training 1968-1970—Del Mar College Corpus Christi, Texas Coursework in Social Studies and Sociology Corpus Christi State University Corpus Christi, Texas Texas A & I University Kingsville, Texas State Certified Trainer for SMP on Medicare Fraud State Certified Counselor Business & Financial Planning Grant Writing Activities and Honors • 2017-Current—Board Member, City of Corpus Christi Crime Con- trol & Prevention District • 2017-Current—Board Member, Nueces County Hospital District • 2017-Current—Board Member, ABCD (Asset Based Community Development -78405/16 Neighborhood Initiatives • 2016 -Current --Board Chair, Governing Council/St Paul UM Church • 2015-Current—Board Member, Corpus Christi Regional Economic Development Corporation • 2004-Current—Board Member, Corpus Christi Juneteenth Coalition • 2015-2016—Board Member/Ambassador, USO South Texas • • • • • • 2012—Regional Recipient of the SBA Women In Business Champion of the Year Award 2012—District Recipient of the SBA Women In Business Champion of the Year Award 2011-2016—Chair, Trustee Board/St Paul UM Church 2011 -2012 --Member, RSVP Executive Board, Dallas Tx 2006-2012--Board-Member, City of Corpus Christi RSVP Program 2004-2008—VP, AARP Chapter #244 -Corpus Christi CITY OF CORPUS CHRISTI Submit Date: Jan 11, 2019 Application for a City Board, Commission, Committee or Corporation Profile Jessica First Name jbparra@uiwtx.edu Email Address 3625 Waterloo Dr Street Address Corpus Christi City What district do you live in? * Fir District 3 Current resident of the city? 6. Yes rNo 34 If yes, how many years? B Parra Middle Initial Last Name Mobile: (361) 877-9502 Business: (361) 888-5670 Primary Phone Alternate Phone University of the Incarnate Word Director of Operations Employer Job Title 5350 S. Staples Suite 300 Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78411 Work Address - Zip Code 361-888-5670 Work Phone jbparra@uiwtx.edu Work E-mail address TX State 78415 Postal Code Jessica B Parra Page 1 of 5 Preferred Mailing Address P Home/Primary Address Which Boards would you like to apply for? MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: 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: None Education, Professional and/or Community Activity (Present) Masters in Public Administration, 24 hours towards an additional Masters in Management, and Bachelors of Arts in Communication. LCC Leadership Class 47 currently participating. Prior representative for Embry -Riddle Aeronautical University on Del Mar Aviation Advisory board 2005-2017. Representative for University of the Incarnate Word on Education to Employment board July 2018 to present. Current participant in the Government Affairs Committee for United Chamber of Commerce. Past Kostoryz Elementary PTA President and Vice -President. 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 am interested in becoming more actively involved in the City affairs including boards and committees. The first step was participating in Leadership Corpus Christi. As I am now half way through the program, I feel that I am ready and perhaps have been ready to become an active participant in our City programs. It is important to me to help others whether it is volunteering at local non-profit organizations, my job or helping adult learners go back to school or serve on a board. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? r Yes r No Demographics Jessica B Parra Page 2 of 5 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? ✓ Yes 0No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes t' No Does your employer or your spouse's employer have a City contract? ✓ Yes rNo 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 r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes (7 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) Jessica B Parra Page 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? * R Higher Education 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. F1 1 Agree Jessica B Parra 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. Fir I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Fir I Agree Jessica B Parra Page 5 of 5 Jessica Parra 3625 Waterloo Dr CC TX 78415* 361-877-9502 jbparra@uiwtx.eduiMI Experienced Director with a demonstrated history of working in the higher education industry. Skilled in Educational Technology, Instructional Design, Military Transition, Management, and Enrollment Management. Strong education professional focused in management, ethics and human resources. Skills • Excellent interpersonal and organizational skills • Proficient in computers, Mac Microsoft Windows operating system and Office software. • Proven ability to make effective decisions and implementation. • Effective communication, both orally and in writing, to a wide range of constituencies Experience JANUARY 2018 - PRESENT Director of Operations / University of the Incarnate Word, Corpus Christi, TX The Director of Operations in the School of Professional Studies (SPS) is responsible for the management and supervision of all aspects of the Learning Center(s) in which they are assigned. This position: oversees the facilities and employees, recruitment, hiring and supervision of center faculty, recruitment of new students; enrollment at the center, schedule development and implementation for upcoming terms; advising and career counseling; develops, administers, and monitors budgets. The Director works with the Dean as a team builder who sets goals and motivates team members. Communicates with the students, instructors, staff, UIW departments, and other stakeholders or customers to maintain positive internal and external relationships developed by the Dean and UIW. JANUARY 2010 - DECEMBER 2018 Adjunct Instructor / Embry -Riddle Aeronautical Univ, Corpus Christi, TX Adjunct instructor for undergraduate classes: Multicultural Workforce, Social Responsibilities and Ethics, and Public Administration. Qualified to teach in the classroom, online and through blended learning. SEPTEMBER 2001 - JANUARY 2018 Center Director / Embry -Riddle Aeronautical Univ, Corpus Christi, TX Oversees all operational functions for the Corpus Christi Campus site's daily functions. Responsible for budget by developing, monitoring, and controlling the finances for the campus. Performs annual evaluation on non-exempt employees. Independently performs requirements in accordance to policy operations manual (POM) with accepted policies and practices; adheres to instructions, policies and guidelines in exercising judgment to resolve commonly encountered work problems and deviations and forwards problematic issues to the Worldwide Operations. Responsible for academic advising of adult learners concerning their degree programs to include certificates, undergraduate and graduate programs through University. Responsible for counseling of adult learners by reviewing of documentation such as military transcripts, other secondary and post secondary college transcripts, and other work experience. Provide guidance in degree requirements such as choosing minors, specializations, and certificates. Ensure delivery of academic programs to include starting new programs and logistics process for delivery. Ensure state, Veteran's Affairs, Texas Workforce Commission, and federal compliance for memoranda of understanding with military services for on base delivery of programs. Advise and guide prospects and students of financial aid possibilities to include FSAFA training and scholarship searches. Plan, conduct, network, and carry out the marketing and public relations functions such as briefings for potential students. Education DECEMBER 2000 Master of Public Administration / Texas A&M Univ, Corpus Christi, TX GPA 3.74 of 4.0 IN PROGRESS Master of Management / Embry -Riddle Aeronautical Univ, Corpus Christi, TX Degree not complete, 24 hours of graduate work completed. DECEMBER 1999 Bachelor of Arts in Communications / Texas A&M Univ, Corpus Christi, TX GPA: 3.347 of 4.0 Honors: Cum Laude Activities LCC Leadership Class 47 currently participating. Representative for Embry -Riddle Aero University on Del Mar Aviation Advisory board 2005-2017. Representative for University 2 of the Incarnate Word on Education to Employment board July 2018 to present. Participant in the Government Affairs Committee for United Chamber of Commerce. 3 CITY OF CORPUS CHRISTI Submit Date: Nov 15, 2018 Application for a City Board, Commission, Committee or Corporation Profile Kristen First Name Email Address 11625 Willowood Creek Drive Street Address Corpus Christi City What district do you live in? * FJ District 1 Current resident of the city? tz Yes r No 5 If yes, how many years? Mobile: (903) 399-8134 Primary Phone J Ross Middle Initial Last Name Mobile: (903) 345-5621 Alternate Phone CalaIlen ISD Teacher Employer Job Title 4602 Cornett Drive Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78410 Work Address - Zip Code kross@calallen.org Work E-mail address Preferred Mailing Address ►,i Home/Primary Address TX State 78410 Postal Code Kristen J Ross Page 1 of 5 Which Boards would you like to apply for? CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH: Submitted MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: 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: NA Education, Professional and/or Community Activity (Present) B.A. History and Political Science Master of Education specializing in curriculum and instruction Why are you interested in serving on a City board, commission or committee? I am a teacher dedicated to improving the future of children in our community through quality education. I'm seeking leadership experience in my community beyond my job. I'm also a new mother who will be raising her children in this community and want it to be a place my daughter and her peers can flourish in. I am also a member of the current class of Leadership Corpus Christi, and it is my goal to invest in my city and the residents what I share it with. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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 Kristen J Ross Page 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? CYes cNo 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 (7 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. NA Board -specific questions (if applicable) Question applies to CORPUS CHRISTI COMMISSION ON CHILDREN & YOUTH The Commission on Children & Youth must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Education 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? * TJ K - 12 Education Kristen J Ross Page 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. 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. pi I Agree Kristen J Ross 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 1 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. 1 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 Kristen J Ross Page 5 of 5 KRISTEN Corpus Christi, TX 0 (903) 399-8134 s - CERTIFICATIONS Principal Principal Grades (EC -12) Classroom Teacher English Language Arts & Reading Grades (4-8) English Language Arts & Reading Grades (8-12) English as a Second Language Supplemental AEL & T-TESS EDUCATION Master's of Education Curriculum & Instruction Texas A&M University Bachelor of Arts History & Political Science LeTourneau University AWARDS & GRANTS HISD Tech Star Teacher Award 2013 Education Foundation $5,000 Grant Holocaust Museum Field Trip 2012 SUMMARY Every student deserves to learn from a team of teachers who love learning and coaching kids through engaging experiences. With my background as a teacher, gifted/talented services coordinator, and department chair in both East and South Texas, I aim to continue providing students with an authentic educational experience as a school administrator and leader of learning. LEADERSHIP ROLES Department Chair- English Language Arts & Reading Grades 7-8 Gregory -Portland Junior High 2017 Gifted/Talented Campus Coordinator Gregory -Portland Junior High 2015-2017 Lead Teacher- Sophomore English Language Arts Henderson High School 2011-2013 Longview/Tyler Municipal Liaison National Novel Writing Month 2011-2013 TEACHING EXPERIENCE 7th Grade ELAR Regular and Advanced Gregory -Portland Junior High School 8th Grade STAAR Remediation Henderson Middle School 9 -12th Grade Speech Communications & Teen Leadership Henderson High School 10th Grade Regular and Pre -Advanced Placement Henderson High School 10 -12th Grade Creative Writing Elective Henderson High School KRISTEN PRESENTATIONS B.Y.O.D. in the ELAR Classroom Region 7 ESC Technology Conference iPads in the Classroom HISD Tech Tuesday Sessions How to Write a Novel in 30 Days East Texas Writers Association PUBLICATIONS Wonder of Men: The Life and Times of A.G. Kirchner Biography written after being contracted by the Kirchner family which took several months of interviews and historical research to complete. 2008 Tales of Taneslan Middle grade fiction novel drawing upon my experiences of world cultures in my travels through over 20 countries. 2006 CURRICULUM & PROFESSIONAL ACTIVITIES ENGLISH LANGUAGE ARTS & READING Henderson High School Gregory -Portland Junior High School • Member of South Texas Curriculum Consortium writing team • Served on Site -Based Decision Making committee, Campus Improvement Plan Committee, and • Piloted BYOD & iPads program • Led PLC in goal -setting, vertical alignment, and resource adoption • Developed a data disaggregation tool for spiral re -teaching and targeted intervention • Incorporated project -based teaching • Utilized standards-based grading • Modeled 21st century technology -rich classroom lessons • Planned rigorous Advanced ELAR lessons utilizing TEKS, data, and GT standards OIF ED'TALEINIED Gregory -Portland Junior High • Re -structured G/T pull out program. • Served as the campus G/T entrance testing administrator • Maintained G/T entrance, exit, and progress paperwork. • Led G/T stakeholder committee for end of the year program evaluation • Organized student -led action research project over active seating • Organized yearly public showcase • Mentored genius Hour Passion Projects from robotics to novel -writing • Coached teachers on differentiation with projects for the gifted student • Initiated student cultural exchange with Pakistan • Model lessons to colleagues. CITY OF CORPUS CHRISTI Submit Date: Feb 19, 2019 Application for a City Board, Commission, Committee or Corporation Profile Dr. Jack Prefix First Name jmsouthard@delmar.edu Email Address 4117 Tripoli Drive Street Address Corpus Christi City What district do you live in? * pr District 5 Current resident of the city? r• Yes r No 14 years If yes, how many years? Home: (361) 888-5110 Primary Phone Del Mar College Employer 101 Baldwin Blvd. Work Address - Street Address and Suite Number (361) 698-1224 Work Phone jmsouthard@delmar.edu Work E-mail address M Southard Middle Initial Last Name Business: (956) 465-6244 Alternate Phone Associate Professor of Chemistry & Chairman / Dept. of Natural Sciences Job Title Preferred Mailing Address pr Work Address Which Boards would you like to apply for? MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted TX State 78411 Postal Code Dr. Jack M Southard 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) College Professor 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? To be an advocate for our museum. Upload a Resume Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No Demographics Gender fJ 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 r• No Dr. Jack M Southard Page2of4 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 t: 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 t. 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 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 IJJ Higher Education W Background in science, technology, engineering or math Dr. Jack M Southard 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. F7 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. FT 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. l 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. p I Agree Dr. Jack M Southard Page 4 of 4 Jack M. Southard Associate Professor of Chemistry Chairman, Dept. of Natural Sciences Del Mar College Corpus Christi, Texas 78404 jmsouthard@delmar.edu (A) PROFESSIONAL PREPARATION Texas A&I University Texas A&I University Texas A&M University (B) APPOINTMENTS 2009 -Current 2005-2009 2000-2005 1991-2000 1988-1990 Kingsville, TX Kingsville, TX College Station, TX Chemistry/Math Chemistry Chemistry B.S., 1985 M.S., 1990 Ph.D., 1997 Associate Professor of Chemistry, Del Mar College Assistant Professor of Chemistry, Texas A&M University - Corpus Christi; Organic Chemistry Assistant Professor of Chemistry, The University of Texas at Brownsville; Organic Chemistry & General Chemistry Texas A&M University, College Station, TX Faculty / Organic Division Graduate Research Assistant Graduate Teaching Assistant Texas A&I University, Kingsville, TX Graduate Research Assistant (2 semesters) Graduate Teaching Assistant (4 semesters) 1989 Adjunct Chemistry Instructor, Del Mar College, Corpus Christi, TX1988 1988 R&D Chemist (intern); Hoechst -Celanese Technical Center, Corpus Christi, TX (C) PUBLICATIONS 1. "A Formal Synthesis of (+)-Muricatacin from L -Tartaric Acid" Southard, J. M; Sears, N. L. Texas Journal of Science 2007, 59(4), 301-304. 2. "A Formal Synthesis of Thymine Polyoxin C" Southard, J. M.; Harding, K.E. Tetrahedron: Asymmetry 2005, 16, 1845-1854. 1 3. Stereoselective Synthesis of 4-(Aminoalkyl)-2-Butenolides; A Formal Synthesis of Thymine Polyoxin C Southard, J. M. Ph.D. Dissertation, Texas A&M University, 1997. 4. The Synthesis and Complexation of N-Phenylethylhydroxy-N-Ethylenediamine" Southard, J. M. Thesis, Texas A&I University Press, 1990. (D) SYNERGISTIC ACTIVITIES 1. Wrote Faculty Research Enhancement Award during the spring of 2008. Research funds were approved to pay for undergraduate stipends, supplies, and travel. 2. Wrote Departmental Grant proposal for Robert A. Welch Foundation during fall of 2006. Research funds were approved to pay for undergraduate stipends, supplies, and travel. 3. Co -wrote proposal with three colleagues to Robert A. Welch Foundation during fall of 2004. Research funds were granted to pay for undergraduate stipends, supplies, and travel. 4. Served as a co -PI for USDA grant with Dr. Eliezer Louzada at the TAMUK Citrus Center located in Weslaco, Texas. 5. Successfully rewarded funds from AMP (Alliance for Minority Participation); these funds are managed by UTEP and are earmarked for members of the UT -System. 2 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Nov 01, 2018 Profile Kathy Wemer First Name Last Name Email Address 518 PEERMAN Place Street Address CORPUS CHRISTI City What district do you live in? * rl District 2 Current resident of the city? Yes r No 68 If yes, how many years? Home: (361) 853-7034 Mobile: 361-215-1329 Primary Phone CORPUS CHRISTI INDEPENDENT SCHOOL DISTRICT Alternate Phone SUBSTITUTE Employer Job Title Work Address - Street Address and Suite Number Work E-mail address Preferred Mailing Address IV Home/Primary Address Which Boards would you like to apply for? MUSEUM OF SCIENCE AND HISTORY ADVISORY BOARD: Submitted TX 78411 State Postal Code Interests & Experiences Kathy Wemer Page 1 of 4 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 Education, Professional and/or Community Activity (Present) RETIRED TEACHER BS IN EDUCATION FROM TEXAS A&I UNIVERSITY IN KINGSVILLE, TEXAS lst VICE -PRESIDENT -CORPUS CHRISTI AREA HERITAGE SOCIETY RETIRED TEACHER'S ASSOCIATION NUECES COUNTY HISTORICAL SOCIETY AND COMMISSION TEXAS TROPICAL TRAILS Why are you interested in serving on a City board, commission or committee? I've been an advocate for history most of my life. I want to be involved with the Museum in restoring and preserving the history of our area. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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? ✓ Yes r• No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes (7 No Does your employer or your spouse's employer have a City contract? ✓ Yes 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? ✓ Yesr•-No Kathy Werner 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? rYes 6*No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? cYes r: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 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 fJ Higher Education F7 Community Advocate Kathy Wemer 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. 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. 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. W I Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Kathy Werner Page 4 of 4 SISTER CITY COMMITTEE *One (1) vacancy with the term to 9-1-19, representing the following category: 1- Advertising/Public Relations. 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. Appointing Name Term Appt. date End date Authority Position Status Category Exceeded number of absences allowed by Advertising/Public *William G Pettus 1 9/27/2016 9/1/2019 City Council ordinance Relations United C.C. Chamber of Gargi Bhowal 1 6/12/2018 9/1/2019 City Council Active 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 Fernando Fernandez Jr. Partial 2/19/2019 9/1/2020 City Council Active At -Large Almira Flores 1 11/7/2017 9/1/2020 City Council Active Arts/Cultural Name Susana Martinez Term 1 Appt. date 11/7/2017 End date Appointing Authority City Council Position Status Active Category Higher Education Rep. 9/1/2020 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 Susane "Westi" Horn Vida Alvarez Mason District 5 District 4 Advertising /Public Relations Higher Education CITY OF CORPUS CHRISTI Submit Date: Feb 27, 2019 Application for a City Board, Commission, Committee or Corporation Profile Susane "westi" Horn First Name Last Name 100401011111111. Email Address 7637 ROCKSPRINGS Dr. Street Address CORPUS CHRISTI City What district do you live in? * 117 District 5 Current resident of the city? c• Yes rNo 26 If yes, how many years? Home: (361) 991-4763 Home: Primary Phone Alternate Phone TEXAS A&M UNIVERSITY - CORPUS CHRISTI Employer 6300 OCEAN DR. Work Address - Street Address and Suite Number CORPUS CHRISTI Work Address - City TX Work Address - State 78412 Work Address - Zip Code 361-825-3754 Work Phone Work E-mail address Administrator Associate for College Education_ Job Title TX State 78413 Postal Code Susane "westi" Hnrn Pane 1 of 5 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 If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Sister City Committee Why are you interested in serving on a City board, commission or committee? I have traveled to different Countries and City and I would like to share these travels with the students and help them fulfill their commitment and I am fluent in other languages. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r No 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 No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes c' No Susane "westi" Horn 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 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 SISTER CITY COMMITTEE The Sister City Committee must include members representing certain categories. Do you qualify for any of the following categories? * I Higher Education Institution 17 Advertising/Public Relations Arts/Cultural Susane "westi" Hnrn Pane 2 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. 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. I Agree Susane "westi" Horn 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. (J I Agree Susane "westi" Hnrn Pane 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Aug 11, 2018 Application for a City Board, Commission, Committee or Corporation Profile Vida Alvarez Mason First Name Last 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? c• Yes r No 21 If yes, how many years? Home: (361) 510-7699 Primary 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 Home: (361) 462-5821 Alternate Phone TX State 78418 Postal Code Vida Alvarez Mason Pane 1 of 5 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? 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) 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 Are you an ex -Officio member of a City Board, commission or committee? r Yes r No Demographics Gender I Female Code of Ethics - Rules of Conduct/Conflicts of Interest Vida Alvarez Mason Pane 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 0 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 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 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 0 No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes 0 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 Vida Alvarez Mason Pane 2 of 5 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 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 Masnn Pane 5 of 5 VI DA ALVAREZ-MASON 709 Saint Agatha Drivel Corpus Christi, TX 78418 1 (361) 510-7699 1 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 TREE ADVISORY COMMITTEE *Five (5) vacancies with terms to 2-18-20 and 2-18-21, representing the following categories: 2 - At -Large, 1- AEP Texas Representative, 1 - Landscape Architect and 1 - Arborist or Urban Forester. (Note: Staff is recommending the postponement of 1 - Landscape Architect for further recruitment.) Composition The committee shall consist of five (5) members to be appointed by the City Council. Membership shall consist of one (1) Landscape professional defined as a landscape architect, landscape designer, horticulturist or landscape contractor, one (1) Certified Arborist or Urban Forester, one (1) representative from electric utility provider AEP, Texas, and two (2) At -Large community members. Initially, two (2) members shall serve an initial term of one (1) year and three (3) members an initial term of two (2) years, determined by drawing at the initial committee meeting. Thereafter, terms of office shall be two -years. Name Term Appt. date End date Appointing Authority Position Status Category Attendance *Kevin Gibbs 1 9/19/2017 2/18/2018 City Council Seeking reappointment At -Large 4/5 meetings 80% *Donald C Fields Partial 9/19/2017 2/18/2019 City Council Seeking reappointment AEP Texas Representative 4/5 meetings 80% *Phillip Christian 2 2/18/2018 City Council Not seeking reappointment Arborist or Urban Forester *Sylvia Campos 3 2/18/2019 City Council Forfeited her position upon filing as City Council Candidate At -Large Vacant 1 2/18/2020 City Council Landscape Architect TREE ADVISORY COMMITTEE Applications Name District Category M. Joseph Cerasaro District 3 At -Large Member Alex H Husby District 1 Certified Arborist or Urban Forester Carlos Maldonado District 1 At -Large Member William M. Pieri District 4 At -Large Member John S Wood District 4 Certified Arborist or Urban Forester Melissa E. Zamora District 2 At -Large Member CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: May 27, 2018 Profile Mr Prefix Email Address M.joseph First Name 2509 Nemec street Street Address Corpus Christi City What district do you live in? * Fir District 3 Current resident of the city? r: Yes r No Less than one year If yes, how many years? Mobile: (845) 633-4352 Primary Phone Cerasaro Last Name Mobile: (845) 633-4352 Alternate Phone U.S. Department of the Interior - National Park Service Maintenance mechanic Employer Job Title 20301 Park Road 22 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78418 Work Address - Zip Code 361-949-8173 Work Phone Michael_cerasaro@nps.gov Work E-mail address TX State 78415 Postal Code Mr M.joseph Cerasaro Page 1 of 4 Preferred Mailing Address FJ Home/Primary Address Which Boards would you like to apply for? TREE ADVISORY 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. Education, Professional and/or Community Activity (Present) B.S. Natural resources management and policy - Paul Smith's College May 2013 Engaged in professional natural resources and park and facilities management since 2009. Why are you interested in serving on a City board, commission or committee? I would like to contribute my knowledge,skills, and abilities to improve the quality of life for residents of outnumber community. 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 rz 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 Mr M.joseph Cerasaro 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? r 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? C Yes (Tr 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. Not applicable. Board -specific questions (if applicable) Question applies to TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * W None of the above Mr M.joseph Cerasaro 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. 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. 1! 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. Ir 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 Mr M.joseph Cerasaro Page 4 of 4 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jul 12, 2018 Profile Alex First Name Email Address 606 Hopper Drive Street Address Corpus Christi City What district do you live in? * W District 1 Current resident of the city? c Yes r No 2 If yes, how many years? Mobile: (361) 443-0502 Primary Phone H Husby Middle Initial Last Name Mobile: (361) 443-0502 Alternate Phone Davey Resource Group Contract Utility Forester Employer Job Title 765 Savage Ln Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78411 Work Address - Zip Code 3614430502 Work Phone Alex.Husby@davey.com Work E-mail address TX State 78411 Postal Code Alex H Husby Page 1 of 4 Preferred Mailing Address F7 Home/Primary Address Which Boards would you like to apply for? TREE ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Why are you interested in serving on a City board, commission or committee? I would like the opportunity to help make Corpus Christi an even better place to live! Trees offer a vast amount of value to a city, working to better the urban forest is something deeply important to me. Upload a Resume 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 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 Alex H Husby 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 r 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 TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * fJ Certified Arborist or Urban Forester Verification Alex H Husby 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 1 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. Pr 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. IJ 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 Alex H Husby Page 4 of 4 Alexander H. Husby 606 Hopper Drive ❑ Corpus Christi ❑ Texas 78411 361-443-0502 ❑ Summary A service minded, personable individual who has demonstrated willingness to work hard and seen success in a wide variety of positions, utilizing flexibility and application of knowledge and skills. Education TEXAS A&M UNIVERSITY- College Station, Tx 5/2015 College of Agriculture department of Ecosystem Science & Management • Bachelor of Science o Forestry • Relevant Coursework o Aboriculture- Trees and urban environments o Dendrology- Tree identification o Forest Protection- Study of insects and pathogens o Wild Land Watershed Management- Protection of water resources o Soil and Crop Science- Soil studies o Principles of Forestry (Silviculture)- forest health and management Experience Davey Resource Group- Corpus Christi Contract Utility Forester for AEP TEXAS • Coordinate movement of Herbicide and Mowing crews on AEP Texas property 11/2016 -Present • Develop long term strategies for power reliability • Process timesheets and approve invoices regularly • Educate customers on benefits of responsible herbicide usage • Communicate with vendors to effectively complete work • Uphold safety as number one priority Benchmark Landscapes -Corpus Christi 9/2015-11/2016 Arbor/Account Manager • Managed landscape crews each day on a variety of properties • Conducted safety checks for equipment • Directed/trained arbor crew in proper pruning techniques • Restructured outlook of Arbor program in Corpus Christi • Responsible for any and all bidding/billing of approved work • Maintained working customer relationships through trials H -E -B Foundation Camp- Leakey, Tx 5/2014-7/2014 Laity Lodge Family Camp Work Crew Manager • Managed a team of 10 high school staff members on camp property • Assisted developing relationships, character and work ethic within the team • Directed in grounds maintenance and set up for camp activities • Achieved forklift safety certification award for continual safe practices • Led weekly camp worship Brazos Valley Young Life -Hearne, Tx 5/2012-5/2014 Team Lead • Chosen by peers as team leader (5/2013) • Collaborated with area director to lead 13 team members on a daily basis • Managed camp fundraising efforts totaling $25,000 • Organized multiple weekly team meetings and group activities • Responsible for weekly club event for 50-70 high school students • Counseled students and led bible studies Other ISA Certified Arborist TX -4322A Gardener at Frontier Young Life Camp BioForsk Agricultural Research Farm, Norway Founder of Thirdcoastcasters (community centered fly fishing club) 4/2017 -Present 7/2013-8/2013 6/2008-7/2008 N/A CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Aug 15, 2018 Profile Mr Prefix Email Address Carlos First Name 2610 mccain Street Address Corpus Christi City What district do you live in? * W District 1 Current resident of the city? r Yes r No 45 If yes, how many years? Mobile: (361) 249-5870 Primary Phone Maldonado Last Name Home: (361) 249-5870 Alternate Phone Repcon Inc Superintendent Employer Job Title 7515 UpRiver Rd Work Address - Street Address and Suite Number same Work Address - City texas Work Address - State 78409 Work Address - Zip Code 361-249-6342 Work Phone carlos.maldonado@fhr.com Work E-mail address TX State 78410 Postal Code Mr Carlos Maldonado Page 1 of 4 Preferred Mailing Address F7 Work Address Which Boards would you like to apply for? TREE 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) High School diploma, Del Mar College Why are you interested in serving on a City board, commission or committee? to help beautify our city and help scripture our city 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 r7 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 Mr Carlos Maldonado 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 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 6. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes 6' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. i have answer no to all of the questions Board -specific questions (if applicable) Question applies to TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * J7 None of the above Mr Carlos Maldonado 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. Fl 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. J I Agree Mr Carlos Maldonado Page 4 of 4 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Oct 14, 2018 Profile Mr. Prefix Email Address William First Name 14214 Pescadores Drive A Street Address Corpus Christi City What district do you live in? * FJ District 4 Current resident of the city? r Yes r No 14 years If yes, how many years? M. Pieri Middle Initial Last Name Mobile: (361) 876-7190 Mobile: (361) 876-7190 Primary Phone Alternate Phone DA Corpus Christi Army Depot Production Control Employer Job Title 308 Cresy Street Work Address - Street Address and Suite Number NAS - Corpus Christi Work Address - City Texas Work Address - State 78419 Work Address - Zip Code (361) 961-3313 Work Phone william.m.pieri.civ@mail.mil Work E-mail address TX State 78418 Postal Code Mr. William M. Pieri Page 1 of 5 Preferred Mailing Address p Home/Primary Address Which Boards would you like to apply for? TREE 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: None Education, Professional and/or Community Activity (Present) None Why are you interested in serving on a City board, commission or committee? I have an interest to serve on the Tree Advisory Committee with past volunteer and work exsprience in the state of Minnesota in the Minneapolis - St. Paul areas of the twin cites with urban forestry as Urban Arborist, Fire Wise and Urban Wildlife with the city of Minneapolis Parks and Recreation, Three Rivers Park District, Minnesota Department of Natural Resources and U.S. Forest Service. 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 No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes c No Mr. William M. Pieri Page 2 of 5 Does your employer or your spouse's employer have a City contract? C Yes (7 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 (7 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? r Yes 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. NA Board -specific questions (if applicable) Question applies to TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * Fl None of the above Mr. William M. Pieri Page 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. FJ 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 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. 1 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 Mr. William M. Pieri Page 4 of 5 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. William M. Pieri Page 5 of 5 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jun 15, 2018 Profile John First Name Email Address 447 Santa Monica PI Street Address Corpus Christi City What district do you live in? * pr District 4 Current resident of the city? rYes rNo 33 It yes, how many years? Mobile: (361) 331-2091 Primary Phone S Wood Middle Initial Last Name Home: (361) 331-2091 Alternate Phone The Tree Amigos Owner Employer Job Title 447 Santa Monica Place Work Address - Street Address and Suite Number Corpus Christi Work Address - City Tx Work Address - State 78411 Work Address - Zip Code 3613312091 Work Phone Work E-mail address John S Wood TX State 78411 Postal Code Page 1 of 4 Preferred Mailing Address Fl Home/Primary Address Which Boards would you like to apply for? TREE ADVISORY COMMITTEE: Submitted 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 Why are you interested in serving on a City board, commission or committee? Help raise awareness for the benefits of trees to our city and to assist in get our city to the Tree City level. 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 6. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r: No Does your employer or your spouse's employer have a City contract? r Yes (7 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 r: No John S Wood 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? r Yes o 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 TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * W Certified Arborist or Urban Forester Verification John S Wood 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. 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. 1 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. 1 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 John S Wood Page 4 of 4 CITY OF CORPUS CHRISTI Submit Date: Aug 30, 2018 Application for a City Board, Commission, Committee or Corporation Profile Ms. Melissa E. Zamora Prefix First Name Middle Initial Last Name mzamora4@islander.tamucc.edu Email Address 3917 Brawner pkwy Street Address Corpus Christi City What district do you live in? * FT District 2 Current resident of the city? Yes r No 28 If yes, how many years? Home: (361) 425-2318 Primary Phone Texas A&M University Corpus Christi -Environmental Health & Mobile: (361) 425-2318 Alternate Phone Safety Department Recycling Coordinator Employer Job Title 6300 Ocean Dr. Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78412 Work Address - Zip Code 361-825-5525 Work Phone mzamora4@islander.tamucc.edu Work E-mail address TX State 78411 Postal Code Ms. Melissa E. Zamora Page 1 of 5 Preferred Mailing Address Fl Home/Primary Address Which Boards would you like to apply for? WATER RESOURCES ADVISORY COMMITTEE: Submitted TREE ADVISORY COMMITTEE: Submitted CLEAN CITY ADVISORY COMMITTEE: Submitted 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: N/A Education, Professional and/or Community Activity (Present) I recently graduated with a Bachelor's Degree in Environmental Science with a minor in Biology from Texas A&M University Corpus Christi. I am now currently working at Texas A&M University Corpus Christi as a part-time employee of sustainability (which was a job I was able to help create on campus through my hard work and dedication on improving the campus community gardens, the creation of the university's first compost program and creating the student led organization known as The Islander Green Team, along with many more related projects aimed at creating a more environmentally sustainable campus). Why are you interested in serving on a City board, commission or committee? I am interested in serving on a city committee because I would like to help make a difference in my community. I was born and raised in this city and have always noticed ways we can improve, especially in pertinence to environmental awareness and sustainable action planning/maintenance. In regards to the water resources advisory committee, I would like to share my knowledge and experience gained in protecting our surrounding waters from litter and pollution of all kinds, while educating the public on how precious our water is and how they can be apart of improving it. In regards to the tree advisory committee, I would like to share my love and knowledge of plants/trees that are known to grow well in this area (like native and subtropical varieties). Finally, in regards to the clean city advisory committee, I would like to share me knowledge of waste management skills and litter clean up experience I have gained through my years in school and working with local organizations. I am continuing to work towards creating a better recycling/composting program at Texas A&M University Corpus Christi and would love to help build partnerships within the university and the Corpus Christi community in order to keep our city and surrounding area as clean and green as possible. I realize that I may not be able to join all three committees I have applied for at once, nor do I think I have the time/effort to join all three at once. I am simply applying for the top three on my list and would really appreciate to be apart of any of the committees I applied for. I would especially like to be apart of the tree advisory committee, although I am not a certified horticulturist/landscape architect, I do have experience in growing and maintaining several community gardens in the area and have successfully grown various types of native & subtropical plant species that grow well in South Texas. Ms. Melissa E. Zamora Page 2 of 5 Upload a Resume Demographics Gender pr 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 No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes 6* No Does your employer or your spouse's employer have a City contract? ✓ Yes er 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 t' 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) Ms. Melissa E. Zamora Page 3 of 5 Question applies to CLEAN CITY ADVISORY COMMITTEE The Clean City Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * Pr None of the above Question applies to TREE ADVISORY COMMITTEE The Tree Advisory Committee must include representatives from certain categories. Do you qualify for any of the following categories? * Pr None of the above 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? * 17 Landscaping / Nursery / Horticulture Interest Representative P. Member or Employee of an Organization that Seeks to Protect or Influence the Nueces River Watershed or its Ecosystems Verification Ms. Melissa E. Zamora 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. 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. 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. W 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 Ms. Melissa E. Zamora Page 5 of 5 Melissa Evan Zamora 3917 Brawner Pkwy. Corpus Christi, Texas 78411 1 361-4252318 1 mzamora4@islander.tamucc.edu EDUCATION Texas A&M University - Corpus Christi Bachelor of Science in Environmental Science (Biology minor) Del Mar College Associate of Science in Biology (Biotechnology Certificate) SKILLS & ABILITIES • Strong communication skills • Ability to work well in leadership roles and group settings • Great sense of organization, attention to detail and record keeping skills • Passionate about what I do • Strong initiative for creating, maintaining and finalizing projects EXPERIENCE Recycling Coordinator, Environmental Health & Safety Department Texas A&M University - Corpus Christi May 2018 - Still Employed • Work collaboratively with faculty, staff, students, and administration to develop, coordinate, and promote effective sustainable initiatives to reduce the university's impact on the environment • Manage the Islander Green Team (IGT) Compost Program and Islander Green Gardens • Coordinate student workers, volunteers and IGT to implement programs and activities related to environmental sustainability on campus and throughout the community Student Worker, Environmental Health & Safety Department Texas A&M University - Corpus Christi January 2017 - May 2018 • Worked alongside the Environmental, Health and Safety Department in support of the green initiatives on campus • Promoted and actively took part in sustainability education, awareness, resource development and waste audits • Helped initiate various Islander Green Garden operations like developing a weekly, hands on educational garden program • Created and facilitated the first campus compost program at TAMUCC Caregiver, The Jewish Community Center May 2014 — March 2018 • Created various projects and activities throughout the school year for children ages 4-6 years old • Facilitated The "KinderGARDENING" Program Student Worker, Department of Science and Engineering Texas A&M University - Corpus Christi September 2016 — January 2017 • Assisted with organizing office supplies and filing documents • Picked up and delivered important forms and Targe packages Educator, Corpus Christi Museum of Science and History May 2016 -September 2016 • Educated children K-12 through a broad range of activities, demonstrations, projects and presentations based on various fields of science and historical events Student Worker, Del Mar College Library August 2008 -August 2014 • Helped with office work, organizing books, setting up equipment for different classrooms and events INTERNSHIPS Environmental Health & Safety Department Texas A&M University - Corpus Christi January 2018 - May 2018 • Served as The Islander Green Team Compost instructor • Managed and maintained The Islander Gardens • Instructed and trained volunteers • Helped hire and assign student workers with various tasks • Utilized techniques like problem solving, time management and basic hand -tool use to perform various tasks • Initiated a Learning Garden at The Early Childhood Development Center Coastal Bend Bays and Estuaries Program February 2013 - May 2013 • Environmental educator for children K-12 • Responsible for teaching groups of children about local wildlife, plants and habitats • Received certificate from the Texas Forest Service: Project Learning Tree VOLUNTEER EXPERIENCE • Waste Management at The USA 2018 Youth Sailing World Championships July 2018 • Compost Implementer at Texas A&M University — Corpus Christi September 2016 -January 2017 • Garden Facilitator at Clairelaine Community Garden May 2012- May 2016 • Texas Parks and Wildlife Ambassador for Texas Parks and Wildlife June 2014 - December 2015 ORGANIZATIONS • Co -Founder of The Corpus Christi EPIC Plastic Project 2016-2017 • Founder and President of The Islander Green Team, student led organization at Texas A&M University Corpus Christi 2016-2017 • President of The Environmental Awareness Organization at Del Mar College 2013-2014 • Vice President of The Environmental Awareness Organization at Del Mar College 2012-2013 • Member of the Eco Club at Richard King High School 2007-2008 AWARDS & HONORS • The Islander Green Team was awarded The Departmental Organization of the Year award at the SEAS Leadership and Service Awards Ceremony 2018 • Recipient of the Nueces Master Gardeners 2017 Scholarship Award • Recognized by The Texas State House of Representatives as an Outstanding STEM Participant, awarded by the SSS -STEM, Texas A&M University's Programs for Academic Student Support (PASS) initiative in 2017 REFERENCES • Available upon request AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: February 20, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police MikeMa@cctexas.com (361) 886-2603 Execute an amendment to the Radio Communications System Interlocal Agreement CAPTION: Resolution authorizing execution of an amendment to Radio Communications System Interlocal Agreement between City of Corpus Christi, Regional Transportation Authority and Nueces County to include Port of Corpus Christi Authority as a participant. PURPOSE: The existing interlocal agreement must be modified to include the Port of Corpus Christi. BACKGROUND AND FINDINGS: The original agreement with PCCA was approved December 2014. At that time the City/County/RTA agreed to allow PCCA to participate in the radio system free of charge. In return PCCA provided radio/microwave equipment for incorporation into the radio system in lieu of compensating radio system user fees. The term of the agreement was for 14 years after which PCCA donated the equipment to the radio system. Through this agreement PCCA will pay the City: 1. System annual service fees of $124.08 per radio per year 2. System monthly maintenance fees of $14.99 per control unit, $5.63 per mobile unit, and $5.63 per portable unit. The City will bill PCCA quarterly as with other users of the system. PCCA approved the agreement on March 6, 2019. Nueces County will consider on March 13, 2019. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $28,746 $38,328 $67,074 BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the agreement. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal cooperation agreement Resolution authorizing execution of an amendment to Radio Communications System Interlocal Agreement between City of Corpus Christi, Regional Transportation Authority and Nueces County to include Port of Corpus Christi Authority as a participant. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute an amendment to the Radio Communications System Interlocal Government Agreement, in compliance with Chapter 791 of the Government Code, between the City of Corpus Christi, the Regional Transportation Authority and Nueces County to include the Port of Corpus Christi Authority as a participant. 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 Joe McComb Mayor 2 Corpus Christi, Texas day of , 2019 AGENDA MEMORANDUM Future item for the City Council Meeting of March 19, 2019 Action item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services Kimb2@cctexas.com (361) 826-3169 Purchase of Bomb Suits for CCPD CAPTION: Resolution authorizing the purchase of two EOD 10 bomb suits from MED -ENG, LLC of Ogdensburg, New York for a total amount not to exceed $70,062. PURPOSE: The purpose of this resolution is to approve the purchase of EOD 10 bomb suits for the Corpus Christi Police Department. BACKGROUND AND FINDINGS: This purchase, of two EOD 10 bomb suits, is for Corpus Christi Police Department (CCPD) and includes a face shield kit, helmet, and foot protection. The suits will provide critical safety gear and enhanced protection for the CCPD bomb squad when responding to high-risk incidents. CCFD administers the Homeland Security Grant Program for the entire City. As administrators, CCFD has facilitated purchases using Homeland Security Grant funds for several City Departments. This is a sole source purchase. MED -ENG, LLC is the exclusive manufacturer of the explosive ordnance disposal/improvised explosive device disposal personal protective equipment. 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: Fire Department FINANCIAL IMPACT: X Operating Revenue Capital Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $85,124.28 $0.00 $85,124.28 Encumbered/Expended Amount $0.00 $0.00 $0.00 This item $70,062.00 $0.00 $70,062.00 BALANCE $15,062.28 $0.00 $15,062.28 Fund(s): Fire Grants Comments: Homeland Security grant funds have been awarded to purchase bomb suits. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Pricing Sheet Resolution Resolution authorizing the purchase of two EOD 10 bomb suits from MED - ENG, LLC of Ogdensburg, New York for a total amount not to exceed $70,062. WHEREAS, the City intends to purchase two EOD 10 bomb suits, which will provide critical safety gear and enhanced protection for the CCPD bomb squad when responding to high-risk incidents; 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) (2), as this purchase is necessary to preserve or protect the public health or safety of the City's residents. WHEREAS, there is also 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 the purchase of two EOD 10 bomb suits from MED -ENG, LLC of Ogdensburg, New York, for an amount not to exceed $70,062. A copy of the agreement will be on file in the Office of the City Secretary. 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 City of Corpus Christi Purchasing Division Buyer: Minerva Alvarado Price Sheet Bomb Suits Purchase Cost: $70,062.00 Caldwell Country Caldwell, TX ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 Suit EOD 10 Olive Drab Large 1 EA $16,743.00 $16,743.00 2 BA Face Shield Kit, EOD 10 1 EA $2,600.00 $2,600.00 3 EOD 10 Helmet Pkg, Olive 2 EA $13,873.00 $27,746.00 4 Suite EOD 10 Olive Drab XL 1 EA $17,433.00 $17,433.00 5 BB -2590 Battery W/Charger Kit 2 EA $963.00 $1,926.00 6 Trouser Expansions EOD 10 Large 1 EA $444.00 $444.00 7 Trouser Expansions EOD 10 XL 1 EA $444.00 $444.00 8 Forced Air Suit Cooling Set 2 EA $593.00 $1,186.00 9 Pouch, Radio, Universal Black 2 EA $35.00 $70.00 10 AA Battery Housing W/24 AA Cells Kit 2 EA $735.00 $1,470.00 Purchase Cost: $70,062.00 AGENDA MEMORANDUM Future item for the City Council Meeting of March 19, 2019 Action item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services Kimb2@cctexas.com (361) 826-3169 Lease Purchase of Two Ambulances for CCFD CAPTION: Motion authorizing the lease purchase of two ambulances from Siddons-Martin Emergency Group, of Houston, Texas for an amount not to exceed $533,199.64. PURPOSE: The purpose of this motion is to approve the lease purchase of two ambulances for the Fire Department. BACKGROUND AND FINDINGS: Regular replacement of front-line equipment is essential to provide for a cost-effective maintenance program. The two ambulances with the least cost-effective maintenance and performance history will be replaced. These ambulances will be utilized as front-line emergency response medic units at Fire Stations with high call volume and will be purchased from Siddons-Martin Emergency Group who is the dealer for Wheel Coach Ambulances. They will also be equipped with Bariatric Rescue capabilities that includes Transsafe Kits. Utilization of the BuyBoard provides competitive pricing for the City through competitive procurements that are in with 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 $106,439.88. The total estimated cost over the five-year period, including principal of $479,280.00 and interest of $53,919.64 is $532,199.64. 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: CONFORMITY TO CITY POLICY: $479,280.00 $ 53,919.64 $533,199.64 This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Fire Department FINANCIAL IMPACT: X Operating Revenue Capital Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $257,790.00 $479,979.70 $737,769.70 Encumbered/Expended Amount $186,790.04 .00 $186,790.04 This item $53,219.94 $479,979.70 $533,199.64 BALANCE $17,780.02 .00 $17,780.02 Fund(s): General Funds Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Pricing Sheet City of Corpus Christi Purchasing Division Buyer: Minerva Alvarado Price Sheet Ambulances for CCFD TLGPC 570-18 Purchase Cost: $479,280.00 Siddons-Martin Emergency Group Houston, TX ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 B3500 2 EA $122,340.00 $244,680.00 2 Published Options 2 EA $106,235.00 $212,470.00 3 Unpublished Options 2 EA $10,665.00 $21,330.00 4 Buyboard Fee 1 EA $800.00 $800.00 Purchase Cost: $479,280.00 AGENDA MEMORANDUM Future item for the City Council Meeting of March 19, 2019 Action item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services Kimb2@cctexas.com (361) 826-3169 Service Agreement for Inspection, Cleaning, and Repair of Bunker Gear CAPTION: Resolution authorizing a three-year service agreement for inspection, cleaning, and repair of bunker gear with Gear Cleaning Solutions, LLC of Dallas, Texas for an amount not to exceed $390,000. PURPOSE: The purpose of this resolution is to approve a service agreement for inspection, cleaning, and repair of bunker gear for the Fire Department. BACKGROUND AND FINDINGS: In June 2007 the Texas Commission on Fire Protection (TCFP) adopted NFPA 1851. This Standard addresses the selection, Care, and Maintenance of Protective Ensembles for Structural Firefighting and Proximity Firefighting Gear. Since that time, the Fire Department has been planning the procedure to be used in how best to comply with this Standard with the least disruption of service and how best to keep our personnel readily available for duty with certified PPE. The TCFP allowed Fire Departments time since the adoption of this Standard to become compliant. In August 2010, all departments were to be 100% compliant with the Standard and were advised to be expecting an audit by a compliance officer in the summer of 2011. The Corpus Christi Fire Department has approximately 418 uniformed personnel that require PPE to be maintained and inspected annually. This practice will continue to be required each and every year in order to remain compliant with the TCFP Standard. This is sole source purchase. Gear Cleaning Solutions, LLC is the only provider to perform inspections, cleaning and repairs of bunker gear for the CCFD. 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: Fire Department FINANCIAL IMPACT: X Operating Revenue Capital Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $662,974.97 $325,000.00 $987,974.97 Encumbered/Expended Amount $202,619.33 $0.00 $202,619.33 This item $65,000.00 $325,000.00 $390,000.00 BALANCE $395,355.64 $0.00 $395,355.64 Fund(s): General Funds Comments: The initial contract term total is $390,000 of which $65,000 will be funded in FY 2018- 2019. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Pricing Sheet Resolution Resolution authorizing a three-year service agreement for inspection, cleaning, and repair of bunker gear with Gear Cleaning Solutions, LLC of Dallas, Texas for an amount not to exceed $390,000. WHEREAS, Gear Cleaning Solutions LLC will provide inspection, cleaning, and repair of bunker gear for the Corpus Christi Fire Department; 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) (2), as this purchase is necessary to preserve or protect the public health or safety of the City's residents. WHEREAS, there is also 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 inspection, cleaning, and repair of bunker gear from Gear Cleaning Solutions LLC of Dallas, Texas, for an amount not to exceed $130,000 with two additional one-year renewal options with a potential total amount not to exceed $390,000. A copy of the agreement will be on file in the Office of the City Secretary. 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 SERVICE AGREEMENT NO. 2102 Inspection, Cleaning, & Repair of Bunker Gear for CCFD THIS Inspection, Cleaning, & Repair of Bunker Gear for CCFD Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Gear Cleaning Solutions LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide inspection, cleaning, & repair of bunker gear for CCFD in response to Request for Bid/Proposal No. 2102 ("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 inspection, cleaning, & repair of bunker gear 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 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 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 $390,000, 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: Adam Guerra Fire Department 361-826-3908 AdamG@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 001 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 001 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: Adam Guerra Fire Captain 1501 Holly Road, Corpus Christi, Texas 78417 Phone: 361-826-3908 Fax: 361-826-4449 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Gear Cleaning Solutions, LLC Attn: Beth Berkobien Controller/Office Manager 2221 Manana Dr., Ste 190, Dallas, Texas 752250 Phone: 214-774-2213 Fax: 214-774-2438 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: 154/(4 ewk) Printed Name: Rick Johnson Title: President/Owner Date: 2/11/2019 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. 2102 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 These specifications cover the basic requirements for Inspection Cleaning and Repair of Bunker Gear in accordance with NFPA 1851: Standard on Selection, Care, and Maintenance of Protective Ensemble for Structural Fire Fighting and Proximity Fire Fighting, 2014 Edition. Section 6.3 Advanced Inspection, Section 7.3 Advance Cleaning and Decontamination and Chapter 8 Repairs. A. All firefighting gear shall require advanced cleaning, advanced inspection and repairs of firefighting gear in accordance with NFPA 1851: Standard on Selection, Care and Maintenance of Protective Ensemble for Structural Fire Fighting and Proximity Fire Fighting, 2014 Edition. B. Contractor shall pick up firefighting gear at the following location: Fire Department Warehouse 1501 Holly Road Corpus Christi, TX 78417 C. Contractor shall deliver firefighting gear within 48 hours after picking up. D. Contractor shall track and document all key steps in the advanced cleaning, advanced inspection and repair of firefighting gear in accordance with NFPA 1851. The Corpus Christi Fire Department (CCFD) will request record of all firefighting gear that have been advanced cleaned, inspected and repaired with the specifics of what repairs were completed. E. The work must be performed by an Independent Service Provider (ISP) that is authorized to work on Globe Fire Suits Structural firefighting gear. F. Contractor shall be an authorized repair dealer for Globe Fire Suits and able to provide CCFD with the free hook and loop ("Velcro") repair that is currently received from Globe Fire Suits. G. Firefighting gear that is under warranty shall be repaired by the manufacturers authorized warranty repair dealer at no charge to the CCFD. H. The annual quantities required for a 12 -month period is approximately 638 sets of firefighting gear per year. Page 1 of 1 Attachment B: Bid/Pricing Sheet Dallas Office 2221 Manana Dr, Ste 190 Dallas, TX 75220 (214) 774-2213 San Antonio Office 4366 Centergate Dr San Antonio, TX 78217 (210) 595-7705 Firefighters i(lir • torllcil • {xrx:lu�-1`, "TAKING CARE OF THE GEAR.., THAT TAKES CARE OF YOU." Cleaning and Disinfecting C1 Adv. Cleaning & Inspection (Coat or Pant) C3 Pre Wash C4 Spot Clean C5 Ultra Cleaning Decon (Coat Or Pant) C2 Adv. Cleaning (Coat or Pant) 7 Adv. Inspection (Coat or Pant) 1121 Inspect Shell only (Coat or Pant) C8 Adv. Cleaning Boots C9 Adv. Inspection Boots CI10 Adv. Cleaning (Hood or Gloves) C111 Adv. Inspection (Hood or Gloves) C112 Adv. Cleaning Helmet 1121 Adv. Inspection Helmet C114 Glove or Hood Decon Helmet Decon $ 27.00 $ 12.00 $ 6.00 $ 75.00 $ 19.00 $ 10.00 $ 6.00 $ 5.00 $ 5.00 $ 2.00 $ 2.00 $ 5.00 $ 5.00 $ 10.00 We provide local and long distance pick-up and delivery services, call our office for more information! (214) 774-2213 Coat Repairs Velcro CV90 Velcro @ Collar Shell per inch CV91 Velcro @ Flashlight Holder per inch CV92 Velcro @ Pockets per inch CV93 Velcro @ Radio Pocket per inch CV94 Velcro @ Throat Strap per inch CV95 Velcro @ Collar Liner per inch MV96 Velco Misc. per inch CV97 Velcro One Side Stormflap CV98 Stormflap Velcro (Hook and Loop) 1.05 1.05 1.05 1.05 1.05 1.05 1.05 22.05 44.10 CR30 CR31 CR32 CR33 CR34 CR35 CR36 CR37 CR38 CR39 CR40 CR41 CR42 CR43 CR44 CR45 CR46 CR47 CR48 CR49 CR50 CRS1 CR52 CR53 CR54 CR55 CR56 CR57 Coat Repairs Continued... General Repairs Coat Zipper Coat -Add Inspection Port Coat -Leather Pocket Cuff Coat- Arashield/Fabric/Leather Pant Cuff- Arashield/Fabric/Leather Flashlight Pocket Leather Elbow Patches Leather Shoulder Patches Mic Loop Patch 12x12 Patch 4x4 Patch 8x8 Patch Per Sq Inch Radio Pocket Radio Pocket Notch Radio Pocket W/Leather Restitch- Up to 12" Survivor Falshlight holder Waterwell Wristlet Replace Arm Replace Entire Collar Shoulder Pad Shoulder Patches Sunlance Thumbhole Wristlets Trim All On Coat- Scotchlite Trim Trim All On Coat- Triple Trim Coat Thermal CT70 Thermal Coat CT71 Thermal Patch per Sq Inch CT72 Thermal patch up to 12x12 CT73 Thermal patch up to 4x4 CT74 Thermal Patch up to 8x8 CM80 CM81 CM82 CM83 CM84 CM85 RSB87 RST Coat Moisture Moisture Coat Moisture Patch (Per lnch) Moisture Patch 12x12 Moisture Patch 4x4 Moisture Patch 8x8 Moisture Seam Tape (Per Inch) Reseal Moisture Barrier Reseal Tape www.GearCleaningSolutions.com 56.70 80.06 26.78 19.53 19.53 23.31 22.05 21.56 15.75 60.48 10.71 26.88 0.63 50.93 12.60 64.66 4.83 23.31 31.41 24.63 123.17 84.99 21.56 15.14 23.31 30.87 141.75 189.00 136.50 0.63 32.71 6.87 13.04 $ 173.25 $ 0.75 $ 51.41 $ 8.56 $ 22.85 $ 1.26 $ 126.00 $ 10.50 Page 1 of 3 Dallas Office 2221 Manana Dr, Ste 190 Dallas, TX 75220 (214) 774-2213 San Antonio Office 4366 Centergate Dr San Antonio, TX 78217 (210) 595-7705 Firefighters �.Icunirt� l • iE:n; 1 • i7a,�l15 "TAKING CARE OF THE GEAR... THAT TAKES CARE OF YOU." General Hardware H160 D -ring -with Rivets and Leather Back H161 Grommets H162 Hanging Hook H163 Hook -With Rivets and Leather Back H164 Replace Zipper Head H165 Rivets H166 Snaps H167 Suspender Button H168 Install Pass Hook Or Strap Alterations A180 Increase Chest Per Inch A181 Increase Hips per inch A182 Increase Waist per Inch A183 Install ORD Retrofit A184 Lengthen Coat per Inch A185 Lengthen pant- Wildland (per Inch) A186 Lengthen Pants per Inch A187 Lengthen Pants per inch- Wildland Gear A188 Lengthen Sleeve per Inch A189 Reduce Chest per inch A190 Reduce Waist per inch A191 Shorten Coat per inch A192 Shorten Pants/ Liner per two inches A193 Shorten Pants per inch-Wildland Gear A194 Shorten Sleeves per inch A195 Move Knees Up 1" A196 Move Radio Pocket (Includes Trim) Pant Repairs Velcro PR111 Velcro @ Fly (Hook & Loop) PR112 Velcro One Side Of Fly PV152 Velcro @ Pockets per inch MV96 Velcro Misc. per inch 10.71 4.58 8.19 10.29 5.25 4.58 4.83 4.83 15.33 55.91 54.91 53.94 187.95 45.42 46.42 31.42 34.65 53.40 51.40 20.79 54.18 93.98 34.65 45.36 15.75 15.75 PR100 PR101 PR102 PR103 PR104 PR10S PR106 PR107 PR108 PR109 PR110 PR113 PR114 PR115 PR116 PR117 PR118 PR119 PR120 Pant Repairs Continued... General Repairs Pants Zipper @ Crotch Pants Zipper @ Legs Pants- Add Inspection Port Pants- Leather Pocket Pants= Replace All Trim- Scotchlite Pants -Replace All Trim- Tripletrim Pocket Replacement- Leather Replace Entire Fly Strap Steam Channel Knees Trim All Pants- Scotchlite Trim All Pants- Tripletrim Bellow Pocket Belt Clip Belt Loop Knee Replacement- Leather/Fabric/Arashield Reface Pocket- Leather Reface Pocket- Reinforcement Reinforce Knees Take Up Strap Pant Thermal PT130 Thermal Shorts PT131 Thermal Patch per Sq Inch PT132 Thermal Patch Up To 12x12 PT133 Thermal Patch Up To 4x4 PT134 Thermal Patch Up To 8x8 Pant Moisture PM140 Moisture Shorts PM141 Moisture Patch (Per Inch) PM142 Moisture Patch 12x12 PM143 Moisture Patch 4x4 26.25 PM144 Moisture Patch 8x8 13.13 PM145 Moisture Seam Tape (Per Inch) 1.05 RSB Reseal Moisture Barrier 1.05 RST Reseal Tape www.GearCleaningSolutions.com 52.34 45.57 50.49 50.87 69.30 94.50 54.23 63.00 57.75 94.50 115.50 47.88 5.25 15.75 26.46 58.51 31.50 26.25 15.75 136.50 0.63 32.71 6.87 13.04 173.25 0.75 51.41 8.56 22.85 1.26 126.00 10.50 Page 2 of 3 Dallas Office 2221 Manana Dr, Ste 190 Dallas, TX 75220 (214) 774-2213 San Antonio Office 4366 Centergate San Antonio, TX 78217 (210) 595-7705 FirefiGhters l',(ininca • ti'f it( • i>!((I J( i' "TAKING CARE OF THE GEAR...THAT TAKES CARE OF YOU." M230 M231 M232 M233 M 234 M236 M237 M 238 M 239 M 240 M241 M242 M 243 M 244 M 245 M246 M 247 Misc Items Barcoding Arched Name Patch -Letters Included Hanging Name Patch- Letters Included Letters Sewn Directly On Garment Loose Name Patch- Letters Included Remove Letters Replace Helmet Label Bartack Binding Tape per Inch Letters Sewn Directly On Garment Name Patch w/ Velcro- Letters Included Harness Loops Replace Trim (per Foot) Replace Liner Replace Screw w/ acorn nut -helmet Replace Tetrahedron- Helmet Labor Charge 5.00 63.00 66.15 3.00 37.80 10.50 3.15 4.83 0.38 4.16 66.15 24.15 12.60 210.00 3.62 1.54 12.00 Owners Tim Tomlinson- Tim@geargleaningsolutions.com Rick Johnson- Rick@gearcleaningsolutions.com General Manager Max Steadham- Max@gearcleaningsolutions.com Sales Rick Johnson- Rick@gearcleaningsolutions.com Richard Berkobien - Richard@gearcleaningsolutions.com Chemical, Product dispensers, and Extractors Judson Swindle-judson@gearcleaningsolutions.com NFPA Training/ Certification Rick Johnson- Rick@gearcleaningsolutions.com Cleaning Products and Equipment Citrosqueeze • 32 oz spray • 1 Gallon jug • 5 gallon jug • 55 gallon barrel Pro Quat disinfectant Hydro II, Hydrostatic Tester Chemical Pump Extractor Dryer Ensprire 24x48 Towel Enspire 10x12 Wipe (case of 6) $ 59.99 (case of 4) $ 119.99 $ 139.99 $ 1,369.99 $ 87.98 $ 1394.87 $ Call for Quote $ Call for Quote $ 4.49 $ 5.99 Gear Rental Richard Berkobien - Richard@gearcleaningsolutions.com Accounting/Office Manager Beth Berkobien- Beth@gearcleaningsolutions.com Operations Manager Paulina Valdez- Paulina@gearcleaningsolutions.com Please visit www.firefightersmerchandise.com for our Fireflex bags and other custom accessories. To get bulk pricing for your department, please contact Beth, Beth@gearcleaningsolutions.com www.GearCleaningSolutions.com 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 any subcontractor has been obtained. 2. 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 B of this Exhibit. $500,000/$500,000/$500,000 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. Page 1 of 3 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. 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 Page 2 of 3 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 Fire Department Inspection Cleaning and Repair of Bunker Gear 01/23/2019 sw Risk Management No Bond is required for this service. Page 3 of 3 Attachment D: Warranty Requirements Section 8.(A) and (B) are null and void for this Service Agreement. Page 1 of 1 AGENDA MEMORANDUM Future Agenda for the City Council Meeting 03/19/2019 Consent Agenda for the City Council Meeting 03/26/2019 DATE: March 12, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Culbertson, CCREDC MCulbertson(a�ccredc.com (361) 882-7448 Approving a Chapter 212 Agreement with Gulf Coast Growth Ventures CAPTION: Resolution authorizing an agreement with Gulf Coast Growth Ventures LLC under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction PURPOSE: To approve an agreement with Gulf Coast Growth Ventures LLC ("GCGV") for development of a property in the City's extraterritorial jurisdiction. BACKGROUND AND FINDINGS: GCGV has planned a large-scale development of property within the City's extraterritorial jurisdiction. The development will consist of an industrial facility, which conducts petrochemical and associated operations. GCGV will commence construction by January 1, 2021 and complete construction of the facility by July 1, 2024. GCGV will invest a minimum of $5,422,500,000 in the construction of the facility and create at least 400 full- time jobs in the City's extraterritorial jurisdiction. CCREDC staff recommends approval of an agreement under Chapter 212 of the Local Government Code to guarantee that the property will remain in the City's extraterritorial jurisdiction for the term of the agreement, which expires on December 31, 2033. As part of the agreement, GCGV covenants that it will enter into an industrial district agreement with the City at the end of the term. Failure to enter into such agreement will require payment in lieu of tax payments in accordance with section 5.5(B) of the agreement. This development will have a significant impact on the City and the regional economy. ALTERNATIVES: City Council could choose not to approve the agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval to approve a resolution. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal CCREDC City Manager's Office FINANCIAL IMPACT: Operating o 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: None RECOMMENDATION: Staff recommends approval of this resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Section 212.172 Extraterritorial Jurisdiction Non -Annexation Agreement Resolution authorizing an agreement with Gulf Coast Growth Ventures LLC under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction WHEREAS, Gulf Coast Growth Ventures, LLC ("GCGV") has purchased certain property within the extra -territorial jurisdiction of the City of Corpus Christi, which it intends to develop for industrial purposes; WHEREAS, GCGV has agreed to certain guarantees related to the property, including a minimum investment and a minimum jobs requirement in exchange for the promise that the property will remain in the extraterritorial jurisdiction for a specified period of time; WHEREAS, the City and GCGV desire to lay out the regulations that will be applicable to the development and set certain requirements for the development in accordance with section 212.172 of the Texas Local Government Code; WHEREAS, GCGV has agreed to be bound by the terms of an agreement with the City under Chapter 212 of the Texas Local Government Code, which includes certain provisions related to future plans for the property, including the addition of the property to an industrial district under the terms of an industrial district agreement; and WHEREAS, the City finds that it is in the best interest of the City to enter into the agreement with GCGV to set out the requirements of the development. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the findings of the City Council and its actions approving this Resolution taken at the council meeting are hereby approved and adopted. SECTION 2. That the City Manager, or designee, is authorized to execute a Chapter 212 agreement with Gulf Coast Growth Ventures LLC relating to the development of property in the City's extraterritorial jurisdiction. A copy of the Texas Local Government Code Section 212.172 Extraterritorial Jurisdiction Non -Annexation Agreement is attached hereto. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb 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 TEXAS LOCAL GOVERNMENT CODE SECTION 212.172 EXTRATERRITORIAL JURISDICTION NON -ANNEXATION AGREEMENT BETWEEN CITY OF CORPUS CHRISTI, TEXAS AND GULF COAST GROWTH VENTURES LLC EXTRATERRITORIAL JURISDICTION NON -ANNEXATION AGREEMENT This Extraterritorial Jurisdiction Non -Annexation Agreement (this "Agreement") is entered into in accordance with and under the authority of Section 212.172 of the Texas Local Government Code ("Section 212.172") effective as of , 2018 (the "Effective Date"), by and between THE CITY OF CORPUS CHRISTI, TEXAS ("City"), and GULF COAST GROWTH VENTURES LLC, a Delaware limited liability company ("Company"). RECITALS WHEREAS, Company has acquired the land more particularly described in Exhibit A (the "Project Site"), a portion of which is located within City's extraterritorial jurisdiction (such portion, the "ETJ Land"); and WHEREAS, Company plans to design, develop and construct facilities and related improvements to conduct petrochemical and associated operations on the Project Site (the "Facilities"); and WHEREAS, City recognizes the positive economic impact that Company's facilities, improvements and operations, if constructed and commenced, are anticipated to bring to City and its extraterritorial jurisdiction through development and diversification of the economy, reduction of unemployment and underemployment through the creation of new jobs, and the attraction of new businesses; and WHEREAS, Section 212.172 authorizes City to make a written contract with an owner of land that is located in City's extraterritorial jurisdiction to guarantee the continuation of the extraterritorial status of such land and its immunity from annexation by City for a period of up to forty-five (45) years, and to agree to other terms regarding land usage, development, and regulation; and WHEREAS, Company has sought certainty from City as to future annexation of the ETJ Land, and in consideration of the positive economic impact that Company's facilities, improvements and operations, if constructed and commenced, are anticipated to bring to City and its extraterritorial jurisdiction, City intends that the ETJ Land not be annexed during the term of this Agreement; and WHEREAS, in consideration of the positive economic impact that the Facilities will bring to City and its extraterritorial jurisdiction, City intends that the extraterritorial status of the ETJ Land be continued during the term of this Agreement; and WHEREAS, in consideration of the benefits provided to Company pursuant to this Agreement, Company has agreed to comply with the terms and conditions of this Agreement, and to make payments in lieu of taxes to City as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Company agree as follows: 1 ARTICLE I DEFINITIONS The recitals to this Agreement are hereby incorporated for all purposes. The terms "Agreement," "City," "Company," "Effective Date," "ETJ Land," "Facilities," "Project Site," and "Section 212.172" shall have the above meanings, and the following words or phrases shall have the following meanings: 1.1 "Act of Default" or "Default" means a failure to timely, fully, and completely comply in any material respect with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties in this Agreement. 1.2 "Base Payment" has the meaning assigned to such term in Section 5.5 of this Agreement. 1.3 "Commencement of Construction" means the first date to occur on which Company has received all of the following: (i) the Prevention of Significant Deterioration ("PSD") permit(s) with respect to the primary National Ambient Air Quality Standards ("NAAQS") pollutants (including, but not limited to, NOx, CO and VOC) relating to the Facilities, and (ii) the PSD permit(s) with respect to greenhouse -gas ("GHG") emissions relating to the Facilities. City and Company acknowledge and agree that the foregoing permits must be received by Company before construction of the Facilities may commence. 1.4 "Completion of the Facilities" means the date that Company has made, and evidenced the fulfillment of, at least 85% of each of (i) the Investment Requirement, and (ii) the Job Requirement. 1.5 "Corpus Christi MSA" means the Corpus Christi Metropolitan Statistical Area (which includes San Patricio County, Nueces County, and Aransas County). 1.6 "Extraterritorial Jurisdiction Services Agreement" has the meaning assigned to such term in Section 2.5 of this Agreement. 1.7 "Force Majeure" means any failure by Company to comply with any requirement of this Agreement that is caused by (i) provisions of law, or the operation or effect of rules, regulations or orders promulgated by any governmental authority having jurisdiction over Company, the ETJ Land or any improvements or operations thereon or any upstream, intermediate or downstream equipment or support facilities as are necessary to such operations; (ii) any demand or requisition, arrest, order, request, directive, restraint or requirement of any government or governmental agency whether federal, state, military, local or otherwise; (iii) the action, judgment or decree of any court; (iv) floods, tornadoes, hailstorms, hurricanes, evacuation due to threats of hurricanes, lightning, earthquakes, washouts, high water, fires, acts of God or public enemies, wars (declared or undeclared), blockades, epidemics, riots or civil disturbances, insurrections, terrorism, sabotage, threats of terrorism or sabotage, strikes, labor disputes (it being understood that nothing contained in this Agreement shall require Owner to settle any such strike or labor dispute), explosions, breakdown or failure of plant, machinery, equipment, lines of pipe or electric power lines (or unplanned or forced outages or shutdowns of the foregoing for inspections, repairs or maintenance), inability to obtain, renew or extend franchises, licenses or permits, loss, interruption, curtailment or failure to obtain electricity, gas, steam, water, wastewater disposal, waste disposal or other 2 utilities or utility services, inability to obtain or failure of suppliers to deliver feedstock, raw materials, equipment, parts or materials (including, but not limited to, specially -manufactured tangible personal property that is manufactured by Company or its affiliates or purchased by Company from an unrelated party for installation and operation of the improvements on the ETJ Land), or inability of Owner to ship, or failure of carriers to transport to or from Company's facilities, products (finished or otherwise), feedstock, raw materials, equipment, parts or material; or (v) any other cause (except financial), whether similar or dissimilar, over which Company has no reasonable control and which forbids or prevents performance and cannot be overcome by reasonable diligence or without unusual expense. 1.8 "Full Time Jobs" means a position of employment at the Facilities which involves a minimum of 1,820 hours per year or thirty-five (35) hours of work per week on an annualized basis, which term shall include any such positions with any member of the Owner Group and any third - party operator or contractor. 1.9 "Industrial District Agreement" means an agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code, or successor provisions thereto. 1.10 "Investment Requirement" means an investment in the Facilities by Company and/or one or more other members of the Owner Group of not less than $5,422,500,000 no later than Completion of the Facilities. 1.11 "Job Requirement" means the creation of not less than 400 Full Time Jobs no later than Completion of the Facilities. Any member of the Owner Group or third -party operator or contractor fulfilling all or a portion of the Job Requirement shall be subject to the requirements of Section 5.6(a) and Section 6.6. To the extent required in Section 8.6, Company must provide documents from any member of the Owner Group or third -party operator or contractor fulfilling any part of the Job Requirement. 1.12 "Notice" has the meaning assigned to such term in Section 8.7 of this Agreement. 1.13 "Owner Group" means Company and its affiliates and subsidiaries, including, but not limited to, Exxon Mobil Corporation, ExxonMobil Chemical Gulf Coast Investments LLC, Saudi Basic Industries Corporation and SABIC US Projects LLC, and their respective affiliates, successors and assigns. 1.14 "Term" has the meaning assigned to such term in Article III of this Agreement. ARTICLE II ETJ LAND ANNEXATION AND USAGE 2.1 Extraterritorial Status of ETJ Land. Pursuant to its authority under Section 212.172, City agrees that, beginning on the Effective Date, and subject to Section 2.2 and Company's compliance with the applicable terms of this Agreement, the ETJ Land shall remain in City's extraterritorial jurisdiction and shall not be annexed by City during the Term. 3 2.2 Industrial District Agreement or Other Agreement. (A) At any time during the Term, Company may give City written notification of a request to have all or any portion of the ETJ Land placed in an industrial district and bound by the terms of an Industrial District Agreement with City effective on the earlier of (i) the termination of this Agreement, and (ii) January 1, 2034. City will not withhold approval of any such request. (B) Upon expiration of the Term or earlier termination of this Agreement, if City and Company have not previously entered into an Industrial District Agreement pursuant to Section 2.2(A) with respect to any portion of the ETJ Land then owned by Company, Company shall, prior to the effective date of the expiration or earlier termination of this Agreement, enter into an Industrial District Agreement with City to include all of the ETJ Land then owned by Company and not covered by an Industrial District Agreement entered into pursuant to Section 2.2(A). Any Industrial District Agreement entered into pursuant to this Section 2.2(B) shall contain terms and provisions comparable in all material respects to the most favorable terms and provisions contained in any Industrial District Agreement then in effect to which City is a party, and will be effective on the earlier of (i) the termination of this Agreement, and (ii) January 1, 2034. (C) Notwithstanding the foregoing provisions of this Section 2.2, City and Company may, in lieu of entering into an Industrial District Agreement under such provisions, enter into another type of agreement (including, but not limited to, an agreement under Section 212.172 or an agreement under Chapter 380 of the Texas Local Government Code) containing such terms and provisions as are mutually agreed upon by City and Company, so long as such agreement is approved and executed prior to the effective date of the expiration or earlier termination of this Agreement. 2.3 Limited to Industrial and/or Commercial Use. Company covenants and agrees that during the Term, Company will use or permit the use of the ETJ Land only for industrial and/or commercial purposes, which use may include buildings or other improvements used for the administration or support of such industrial and/or commercial purposes. Holding the ETJ Land for future industrial and/or commercial use, and/or industrial and/or commercial support use, without using it for non- industrial or non-commercial purposes, shall not be a violation of this Section 2.3. 2.4 Maintenance of ETJ Land and Improvements; Conduct of Operations. During the Term, Company shall maintain the ETJ Land and any of its improvements thereon, and conduct its operations thereon, in a commercially reasonable manner City shall not be responsible for any costs and expenses incurred in connection with the construction of the Facilities. If requested by City, Company agrees to reasonably assist City in the preparation of any documentation necessary for the preparation and approval of any of the documents or actions required by City to perform any of its obligations under this Agreement. 2.5 City Services. (A) During the Term, City shall have no obligation to extend to the ETJ Land, or any improvements or operations thereon, any utility, fire protection, or other City services, except for services that are being provided to and paid for by Company on the date hereof, or as City and 4- Company shall otherwise agree in writing (any such agreement, and any amendment or successor agreement thereto, an "Extraterritorial Jurisdiction Services Agreement"). (B) Company agrees that during the Term, the provision of water service, wastewater service or any other services to Company and/or to the Project Site may be provided by any special district or city other than City. 2.6 Compliance with City Rules and Regulations. City and Company agree that during the Term, with respect to the ETJ Land and any improvements or operations thereon, City shall not require compliance with its rules or regulations: (1) governing zoning and platting of the ETJ Land; provided, however, Company further agrees that it will in no way divide the ETJ Land without complying with applicable state law and City ordinances governing subdivision of land; (2) prescribing any building, electrical, plumbing, inspection, or similar or related code or codes; or (3) otherwise governing the operation of Company's business on the ETJ Land; provided, however, that an Extraterritorial Jurisdiction Services Agreement between City and Company may require Company's compliance with certain rules or regulations directly relating to City's provision of services to Company thereunder. 2.7 Annexation by Another Entity. If (i) any attempt to annex any of the ETJ Land is made by another municipality, (ii) any attempt is made by another municipality to include any of the ETJ Land within the extraterritorial jurisdiction of such municipality, or (iii) any incorporation of any new municipality should attempt to include any of the ETJ Land within the boundaries or extraterritorial jurisdiction of such municipality, City may seek a temporary and permanent injunction against such annexation, inclusion or incorporation, with the cooperation of Company, or may take other legal action necessary or advisable under the circumstances to prevent such annexation, inclusion or incorporation. Company agrees to provide City with prompt notice of any such attempted annexation. 2.8 Annexation Corridor. Should Company sell a portion of the ETJ Land to any third party that is not an affiliate, subsidiary, related company, entity, partnership or joint venture that controls, is controlled by, or is under common control with Company, and should such sold portion of the ETJ Land no longer be covered by this Agreement pursuant to the assignment provisions of Section 5.1 ("Relinquished Land"), Company shall, after City provides Company with sixty (60) days prior written notice of intent to initiate annexation proceedings with respect to such Relinquished Land, but only to the extent necessary to allow City to annex such Relinquished Land, permit City to annex a suitable strip of ETJ Land from City's boundary to such Relinquished Land (an "Annexation Corridor"). Any Annexation Corridor shall (i) except to the extent otherwise required by clause (ii) of this sentence be the minimum amount legally necessary to annex the Relinquished Land, and (ii) be located and configured in a manner that does not result in the annexation of any portion of the Facilities. The location and configuration of any Annexation Corridor shall be subject to the approval of Company, which approval shall not be unreasonably withheld. Company and any Annexation Corridor shall have no right to any City services as a result of such annexation, except as otherwise provided in any Extraterritorial Jurisdiction Services Agreement; nor shall City extend, by ordinance or otherwise, any rules or regulations to the Annexation Corridor, including, but not limited to, those (a) governing zoning, plats and subdivisions of land, (b) prescribing any building, electrical, plumbing, inspection, or similar or related code or codes, or (c) attempting to exercise in any manner whatsoever control over the conduct or operation of Company's business 5 thereon. Any such Annexation Corridor shall remain subject to this Agreement and shall not be subject to City taxes. In the event that the need for any Annexation Corridor no longer exists, City agrees to immediately cease any annexation proceedings related to such Annexation Corridor or, if such Annexation Corridor has been annexed by City, within sixty (60) days after such need no longer exists, take the steps necessary to complete disannexation proceedings required to remove the Annexation Corridor from City limits. ARTICLE III TERM The term of this Agreement (the "Term") will begin on the Effective Date and shall continue until December 31, 2033, unless this Agreement is earlier terminated as provided elsewhere herein. ARTICLE IV REPRESENTATIONS 4.1 Representations of City. City hereby represents to Company that as of the date hereof: (A) City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) City has the power, authority and legal right under the laws of the State of Texas to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of City under, any agreement or instrument to which City is a party or by which City or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by City and constitutes a legal, valid and binding obligation of City, enforceable in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by City do not require the consent or approval of any person that has not been obtained. 4.2 Representations of Company. Company hereby represents to City that as of the date hereof: (A) Company is duly organized and existing and in good standing as a limited liability company under the laws of Delaware, and shall remain in good standing in Delaware during the Term. Company is registered with the Texas Secretary of State and authorized to do business in Texas. 6 (B) Company has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof (i) have been duly authorized and will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation applicable to Company, and (ii) does not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of Company under, any agreement or instrument to which Company is a party or by which Company or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by Company do not require the consent or approval of any person that has not been obtained. ARTICLE V ADDITIONAL COMPANY REQUIREMENTS 5.1 Assignment. Except as provided below, Company may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City, which approval will not be unreasonably withheld, delayed or conditioned. City agrees, however, that Company may assign in whole or in part its rights and obligations under this Agreement or with respect to all or any part of the ETJ Land or improvements thereon to any affiliate, subsidiary, related company, entity, partnership or joint venture, as long as the assignee controls, is controlled by, or is under common control with Company; or to a third party lender advancing funds for the acquisition of all or any part of the ETJ Land or improvements thereon or for the construction or operation of such improvements. City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City to such an assignment will be required. Company agrees to provide City with written notice of any such assignment within 20 days of the effective date of such assignment. 5.2 Prohibited Transfers. Company agrees that, without the express written approval of City, Company may not deed any part of the ETJ Land or improvements thereon to a tax-exempt entity or public entity; provided, however, that no such approval of City shall be required if any part of the ETJ Land or improvements thereon are (i) taken in condemnation proceedings or by any other exercise of any right or power of eminent domain, or (ii) conveyed or transferred under the threat of such condemnation proceedings or the exercise of any such right or power. 5.3 Commencement of Construction. Company is required to inform City in writing of the Commencement of Construction. If Commencement of Construction has not occurred by January 1, 2021, City has the option to terminate this Agreement. 5.4 Requirement to Complete Facilities. Company shall provide reasonable evidence to City that it has satisfied the Investment Requirement and the Job Requirement required for Completion 7 of the Facilities, which reasonable evidence may include, but not be limited to, state and federal employment reports and financial statements. Should Commencement of Construction occur but should Company fail to achieve Completion of the Facilities by July 1, 2024, City shall have the option to terminate this Agreement; provided, however, that to the extent any such failure is caused by Force Majeure, Company shall be allotted additional time to achieve Completion of the Facilities. 5.5 Payment In Lieu of Taxes. (A) For purposes of this Agreement, the term "Base Payment" shall mean, with respect to any calendar tax year, an amount equal to the sum of (i) an amount equal to one hundred percent (100%) of the ad valorem taxes for the ETJ Land based upon its taxable value (as determined by the relevant appraisal district for such tax year) which would otherwise be payable to City by Company if the ETJ Land was situated within the city limits of City, plus (ii) sixty-two and one- half percent (62.5%) of the ad valorem taxes for that portion of the Facilities (excluding personal property and inventory) located on the ETJ Land based upon its taxable value (as determined by the relevant appraisal district for such tax year) which would otherwise be payable to City by Company if such portion of the Facilities was located within the city limits of City. (B) For the tax year 2031, Company shall pay City an amount equal to thirty-three percent (33%) of the Base Payment with respect to such tax year. For the tax year 2032, Company shall pay City an amount equal to sixty-six percent (66%) of the Base Payment with respect to such tax year. For the tax year 2033, Company shall pay City an amount equal to one hundred percent (100%) of the Base Payment with respect to such tax year. Each such payment shall be due on January 31 of the year following the tax year with respect to which such payment is made. Except as otherwise provided in Section 5.5(C), Company shall not be obligated to pay City any portion of the Base Payment with respect to any other tax year during the Term. (C) If upon the effective date of the expiration of the Term or earlier termination of this Agreement Company and City have not entered into an Industrial District Agreement or another type of agreement in accordance with Section 2.2, Company will, within 120 days following the expiration or earlier termination of this Agreement (except as otherwise provided in Section 5.5(C)(ii)), make an additional payment to City in an amount equal to the following, whichever is applicable: (i) if the expiration or earlier termination of this Agreement occurs on or after January 1, 2029, an aggregate amount equal to the sum of one hundred percent (100%) of the Base Payment for each of the ten (10) calendar tax years immediately preceding the calendar tax year that includes the date of the expiration or earlier termination of this Agreement; or (ii) if the expiration or earlier termination of this Agreement occurs before January 1, 2029, an aggregate amount equal to the sum of one hundred percent (100%) of the Base Payment for each calendar tax year from and including the calendar tax year 2019 through and including the calendar tax year that includes the date of the expiration or earlier termination of this Agreement (it being understood and agreed that if the taxable value of the ETJ Land and/or the portion of the Facilities (excluding personal property and inventory) located on the ETJ Land for the calendar tax year that includes the date of the expiration or 8 earlier termination of this Agreement has not been determined by the relevant appraisal district within 90 days following the expiration or earlier termination of this Agreement, the amount due under this Section 5.5(C)(ii) for the calendar tax year that includes the date of the expiration or earlier termination of this Agreement shall be due within 90 days after such taxable values of the ETJ Land and/or the portion of the Facilities (excluding personal property and inventory) located on the ETJ Land have been determined by the relevant appraisal district). (D) The obligations contained in this Section 5.5 shall survive the expiration or earlier termination of this Agreement until paid in full. 5.6 Use of Local Resources. (A) Company shall make reasonable efforts to cause each member of the Owner Group to fill such member's Full Time Jobs with residents of the Corpus Christi MSA, and each member of the Owner Group shall offer a health insurance program for its employees having Full Time Jobs. For purposes of the preceding sentence, "reasonable efforts" shall mean the following: (i) one or more members of the Owner Group have established an official website as the official means of informing residents of the Corpus Christi MSA of Full Time Jobs and such website provides a link to the Texas Workforce Commission's website; and (ii) at least fourteen (14) days prior to the filling of any Full Time Job, one or more members of the Owner Group shall post on such official web site the availability of such Full Time Job to inform residents of the Corpus Christi MSA of such Full Time Job (it being understood that the Owner Group is not required to post the availability of any Full Time Job once that Full Time Job has been filled). (B) To the extent practicable, Company shall cause its prime construction contractor to use suppliers in the Corpus Christi MSA for construction materials and supplies. Company and its prime construction contractor shall not, however, be required to use goods and services provided by suppliers in the Corpus Christi MSA that are not (i) of equivalent quality, functionality, and compatibility to those provided by suppliers outside the Corpus Christi MSA or (ii) made available on terms, conditions and price comparable to those offered by suppliers outside the Corpus Christi MSA. ARTICLE VI COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES OF COMPANY Company, as of the Effective Date, makes the following covenants and warranties to City and agrees to timely and fully perform the following obligations and duties. 6.1 Untrue Statements. To the best of Company's knowledge, no written certificate or statement delivered by Company to City in connection herewith or with any transaction contemplated hereby contains any material untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading in any material respect except those which have been replaced by subsequent certificates or statements heretofore given to City in substitution. 9 6.2 Bankruptcy. Company is not the subject of any bankruptcy proceedings, and Company has not been informed that it is the subject of any potential involuntary bankruptcy proceedings. 6.3 Licenses and Authority. To the best of Company's knowledge, it has acquired or is in the process of acquiring and maintaining all necessary rights, licenses, permits and authority to carry on its business in City, City's extraterritorial jurisdiction, and San Patricio County, Texas, and will continue to use commercially reasonable efforts to maintain all such necessary rights, licenses, permits and authority. 6.4 Succession of Ownership. No change of ownership or management of any part of the Facilities nor a change of ownership or management of Company shall abate, waive, terminate or in any way relieve Company, or its successors and assigns, of their respective obligations herein. 6.5 Non -Discrimination. Company agrees that, as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national or ethnic origin, sex, age, religion, or by reason of being disabled, or any other characteristic protected under applicable federal or state law. 6.6 Employment of Undocumented Workers. Company does not and agrees that it will not knowingly employ an undocumented worker (as defined by Texas Government Code, Section 2264.001(4)). Company's conviction of a violation under 8 U.S.C. 1324a shall constitute an Act of Default hereunder. ARTICLE VII DEFAULT 7.1 Company Default. Subject to Force Majeure and any consent given under Section 7.3 or variance granted under Section 8.12, if an Act of Default by Company is not cured and corrected within ninety (90) days after written notice from City to do so or by express waiver by City, City has the option to terminate this Agreement; provided, however, that if such Act of Default is caused by an event constituting Force Majeure, Company shall be allowed additional time reasonable under the circumstances to cure and correct such Act of Default. Company shall be liable to City for any actual proven damages sustained by City as a result of said Act of Default by Company under this Agreement, subject to the provisions of Section 8.13. 7.2 City Default. Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this Agreement, such failure shall be an Act of Default by City and City shall have ninety (90) days to cure and remove the Default after receipt of written notice to do so from Company. Save and except as provided in Section 2.2, upon the occurrence of an Act of Default by City (including, but not limited to, by annexing or attempting to annex any of the ETJ Land during the Term or wrongfully terminating this Agreement), Company shall, in addition to any other legal or other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and any other equitable relief from the date of such Act of Default for the balance of the Term (without proof of actual damage or inadequacy of legal remedy and without the necessity of posting a bond), including, but not limited to, enjoining City from enforcing any annexation ordinance adopted in - 10 - violation of this Agreement, terminating this Agreement, or taking any other action in violation of this Agreement. 7.3 Consent and Excuse. In the event of unforeseeable third -party delays which are not Force Majeure and upon a reasonable showing by Company that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, City may consent to and excuse any such delays, which consent and excuse shall not be unreasonably withheld, delayed or conditioned. 7.4 Delay. Any delay for any amount of time by a party in providing notice of Default to a defaulting party hereunder, or in taking action in response to a Default, shall in no event be deemed or constitute a waiver of such Default by the non -defaulting party of any of its rights and remedies available in law or in equity. 7.5 Waiver. Any waiver granted by a party to a defaulting party of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Act of Default by the defaulting party or of a subsequent Act of Default of the same act or event by the defaulting party. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.1 Attorneys' Fees. If any legal action or proceeding is commenced between City and Company under this Agreement, each party will be responsible for its own attorneys' fees and expenses. 8.2 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 8.3 Not an Industrial District Agreement. The Parties agree that this Agreement is not an Industrial District Agreement and should not be considered an Industrial District Agreement for any purpose. 8.4 Termination. At any time during the Term, Company may elect to terminate this Agreement as to all or any portion of the ETJ Land by providing City with written notice of such election. Following the giving of any such notice, this Agreement shall terminate and be of no further force or effect as to the portion or portions of the ETJ Land designated in such notice and all parties hereto shall be fully released of any further obligations under this Agreement relating to said designated portion or portions of the ETJ Land; provided, however, that if at the time of the giving of any such notice City is a Tier 2 Municipality with respect to such designated portion or portions of the ETJ Land, Company and City shall enter into an Industrial District Agreement or another type of agreement in accordance with Section 2.2. 8.5 Compliance Review by City. City or City's designee may conduct a compliance review of Company's records relative to compliance with the Investment Requirement and the Jobs Requirement to determine Company's compliance with the terms of this Agreement. This review may be done by City or its designee on an annual basis. On or before March 31st of each calendar year during the Term after the calendar year 2018 through and including the last calendar year of - 11 - the Term, Company shall provide City an annual report stating (i) the approximate amount of investment in the Facilities by Company and/or one or more other members of the Owner Group as of December 31st of the immediately preceding calendar year (until the Investment Requirement has been fulfilled), and (ii) the number of Full Time Jobs created and retained as of December 31st of the immediately preceding calendar year. 8.6 Access to Records. Company, during normal business hours and after being provided at least ten (10) working days prior written notice, shall allow City or its designee reasonable access to its records and books and all other relevant records relative to compliance with the Investment Requirement and the Jobs Requirement, but the confidentiality of such records and information shall be maintained by City unless disclosure of such records and information shall be required by a court order, a lawfully issued subpoena, or the Office of the Texas Attorney General. 8.7 Notice. Any notice or other communication ("Notice") given under this Agreement must be in writing, and may be given: (i) by depositing such Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of such Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of such Notice is also given in one of the manners specified in (i) or (ii). Notice deposited in the mail in the manner specified will be effective two (2) days after such deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Company: Gulf Coast Growth Ventures LLC c/o Darren Owen Property Tax Division Manager Exxon Mobil Corporation 22777 Springwoods Village Parkway Spring, Texas 77389 Phone: (832) 624-5089 Facsimile: (832) 648-5502 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: (361) 826-3220 Facsimile: (361) 826-3839 - 12 - with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone. (361) 826-3360 Facsimile: (361) 826-3239 Any party may designate a different address at any time by giving Notice to the other party. 8.8 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 8.9 Article and Section Headings, Etc. The Article and Section headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of such Articles and Sections. 8.10 No Third -Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 8.11 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. A facsimile signature will be deemed to be an original signature for all purposes. 8.12 Variances. City, in its sole discretion, may grant and approve variances to Company with respect to any of Company's requirements, obligations, performance criteria, duties, terms, conditions or warranties in this Agreement upon application in writing therefore by Company. 8.13 Damages not Included. Damages awarded in an adjudication brought against City or Company arising under the Agreement, including any amendments thereto, may not include: (i) special or consequential damages; (ii) punitive or exemplary damages; or (iii) damages for unabsorbed home office overhead. 8.14 Interpretation. Each of the parties hereto has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against either party based on draftsmanship. 8.15 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer/employee relationship between the parties. Neither City nor its officers, elected officials, employees, or agents assume any responsibility of liability to any third party in connection with the development of the Facilities or the design, construction or operation of any portion of the Facilities. - 13 - ARTICLE IX GENERAL TERMS 9.1 Entire Agreement. This Agreement (together with any Extraterritorial Jurisdiction Services Agreement) embodies the complete agreement of the parties hereto, superseding all oral or written, previous or contemporary, agreements between the parties relating to matters in this Agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 9.2 Required Recordation. City will file a copy of this Agreement in the real property records of each county in which any part of the land that is subject to the Agreement is located in compliance with Texas Local Government Code 212.172(c)(4). 9.3 Law. This Agreement is subject to all legal requirements of the State of Texas and U.S. Federal laws, and Company agrees that it will promptly comply in all material respects with all such applicable laws, regulations, orders and rules of the State of Texas and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts of laws provisions of Texas law. 9.4 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential any information delivered by Company or its representatives to City and its representatives and shall not release such information to the public, unless required by law, court order, or ruling of the Texas Attorney General's Office. City shall immediately notify Company of requests or court orders to release such information. - 14 - EXECUTED effective as of the Effective Date. GULF COAST GROWTH VENTURES LLC By: Name: Title: By: Name: Title: STATE OF TEXAS COUNTY OF § § § This instrument was acknowledged before me on the day of , 2019, by , , on behalf of Gulf Coast Growth Ventures LLC. Notary Public, State of Texas My commission expires: - 15 - CITY OF CORPUS CHRISTI, TEXAS By: Samuel Keith Selman Interim City Manager ATTEST: APPROVED AS TO LEGAL FORM: Rebecca Huerta City Secretary STATE OF TEXAS COUNTY OF NUECES § § § Assistant City Attorney For City Attorney This instrument was acknowledged before me on the day of , 2019, by Samuel Keith Selman, Interim City Manager, on behalf of City of Corpus Christi. Notary Public, State of Texas My commission expires: - 16 - EXHIBIT A San Patricio County Appraisal District IDs for the ETJ Land: 2025-0000-0012-000 2025-0000-0015-000 2025-0000-0022-000 2025-0000-0023-000 2025-0000-0024-000 1314-1300-0000-001 LEGAL DESCRIPTION OF THE PROJECT SITE Tract I: A tract of land containing 523.26 acres, more or less, out of Section "M" of the Geo. H. Paul Subdivision of the Coleman Fulton Pasture Company lands South of Taft, in San Patricio County, Texas, according to the map or plat on page 32 of Volume 1 of the Map or Plat Records of said County and described by metes and bounds as follows: BEGINNING at an iron pipe, the original West corner of Section "M", for the PLACE OF BEGINNING; THENCE with the section line, N 30° 0' E 5,278 feet to the Southern Pacific Railroad Company right- of-way, the original Northwest corner of said Section "M"; THENCE with the railroad right-of-way and Section line, S 60° 0' E 4,326.4 feet to the Northwest corner of a homestead tract in the name of McKamey; THENCE with the boundary line of said homestead tract, S 30° 7' W 5,276.2 feet to the West corner of said homestead tract for the South corner of this tract; THENCE with the line of said Section "M", N 60° 2' W 4,314 feet to the PLACE OF BEGINNING, containing 523.26 acres of land, more or less; Tract II: A tract of land containing 826.56 acres, more or less, out of Sections "M" and "N" of the George H. Paul Subdivision of the Coleman Fulton Pasture Company's lands in San Patricio County, Texas, according to the map or plat thereof recorded in Volume 1, Page 32, of the Map Records of San Patricio County, Texas, being all of a certain tract of land containing 831.04 acres, more or less, described in a gift deed conveying a one-half (1/2) community property interest in said 831.04 acres of land from T.A. McKamey, as grantor, to Kenneth G. McKamey and wife, Hattie Bell McKamey, as grantees, in equal undivided interests, dated May 18, 1963, recorded in Volume 290, Page 351, of the Deed Records of San Patricio County, Texas, and an undivided one-half (1/2) interest in and to said 831.04 acres of land being a portion of the property acquired by Kenneth G. McKamey under the will of Lillian McKamey, Deceased, as filed in San Patricio County, Texas under Probate No. 5642, devising her one-half (1/2) community property interest in said property, said 831.04 acres of land being more particularly described as follows, to -wit: All of said Sections "M" and "N", more particularly described by metes and bounds as follows, to -wit: BEGINNING at an iron pipe set for the Northeast corner of said Section "N" and on the South right of way of the S.A. & A.P.R.R., from said pipe the smokestack on the Walker Gin at Gregory bears S 44° A-1 10' E, the silo at Terra Belle Ranch bears N 80° 29' W and the most easterly silo at the Rattle Snake Mott bears N 23° 51' W; THENCE down the center of a road S 30° 7' W at 5272 feet set an iron pipe 20 feet S 30° 7' W of the fence on the North side of a Road running in a Westerly direction, from which the Silo at the Terra Belle Ranch bears N 22° 58' W and the Water Tower at Taft bears N 49° 48' W for the Southeast corner of Section "N" and the Southeast corner of this survey; THENCE up the center of said Road N 60° 2' W, at 11,246.5 feet set a stake for the Southwest corner of this survey, from which Walker's Gin bears S 72° 52' E and the water tower at Taft bears N 45° 16' W; THENCE N 30° E at 20 feet set an iron pipe under the fence on the North side of the road, at 2,357 feet the corner post of a fence, it being August Floerke's Southeast corner, at 5,278 feet a 6 inch by 6 -inch cypress post on the South line of the Right -of -Way of the S.A. & A. P. R. R., it being Floerke's Northeast corner and the Northwest corner of Section "M" for the Northwest corner of this survey; THENCE S 60° E with said right of way line at 5,647 feet the center of the gate at the Terra Belle Ranch, at 11,258 feet the PLACE OF BEGINNING, and containing 1,362,5 acres of land; SAVE AND EXCEPT one-half (1/2) of the road on the East and South sides of said tract of land, containing 8.2 acres of land, more or less; and, SAVE AND EXCEPT a tract of land containing 523.26 acres, more or less, out of said Section "M", more particularly described by metes and bounds as follows, to -wit: BEGINNING at an iron pipe, the original West corner of Section "M", for the place of beginning; THENCE, with the section line, N 30° 0' E 5,278 feet to the Southern Pacific Railroad Company right of way, the original Northwest corner of Section "M"; THENCE with the railroad right-of-way and section line, S 60° 0' E 4,326.4 feet to the Northwest corner of a 200 -acre homestead tract in the name of McKamey; THENCE with the boundary line of said homestead tract, S 30° 7' W 5,276.2 feet to the West corner of said homestead tract for the South corner of this tract; THENCE with the line of said Section "M" N 60° 2' W 4,314 feet to the place of beginning, and containing 523.26 acres of land, more or less; SAVE AND EXCEPT out of said 831.04 acres of land, the following described tracts of land, to -wit: (a) A Tract of land containing one (1) acre, more or less, out of said Section "N", as conveyed by warranty deed from T.A. McKamey and wife, Lillian McKamey, as grantor, to Central Power and Light Company, dated May 4, 1955, recorded in Volume 200, Page 499, of the Deed Records of San Patricio County, Texas; and (b) Three and forty-eight hundredths (3.48) acres of land, more or less, described as two tracts containing one and seventy-seven hundredths (1.77) acres, more or less, and one and seventy-one hundredths (1.71) acres, more or less, respectively, as conveyed by Right -of -Way Deed from Kenneth G. McKamey and wife, Hattie Bell McKamey, to San Patricio County, Texas, dated April 23, 1965, recorded in Volume 313, Page 497, of the Deed Records of Nueces County, Texas. A-2 AGENDA MEMORANDUM Future Agenda for the City Council Meeting 03/19/2019 Consent Agenda for the City Council Meeting 03/26/2019 DATE: March 12, 2019 TO: Keith Selman, Interim City Manager FROM: Daniel McGinn, Director of Planning and ESI DanielMc(c�cctexas.com (361) 826-7011 Approving a Chapter 212 Agreement with Epic Y -Grade Logistics, L.P. CAPTION: Resolution authorizing an agreement with Epic Y -Grade Logistics, L.P., under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction PURPOSE: To approve an agreement with Epic Y -Grade Logistics, L.P. ("Epic"), for development of a property in the City's extraterritorial jurisdiction. BACKGROUND AND FINDINGS: Epic has planned the industrial development of property within the City's extraterritorial jurisdiction. The development will consist of a fractionator. The property is included in the boundaries of the City's proposed Industrial District No. 4 and Epic has agreed to enter into an Industrial District Agreement with the City in addition to this 212 agreement. The 212 agreement is needed to lay out Epic's obligation to participate in the construction of a future road on its property. Staff recommends approval of an agreement under Chapter 212 of the Local Government Code to memorialize the agreement that Epic will participate in the cost of the road and lay out the requirements for water infrastructure for the provision of water service to Epic. ALTERNATIVES: City Council could choose not to approve the agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council authorization to approve a resolution. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Planning Development Services City Manager's Office 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: None RECOMMENDATION: Staff recommends approval of this resolution. LIST OF SUPPORTING DOCUMENTS: Resolution with Exhibit A: "Section 212.172 Development Agreement" Resolution authorizing an agreement with Epic Y -Grade Logistics, L.P., under Chapter 212 of the Texas Local Government Code, relating to the development of property in the City's extraterritorial jurisdiction WHEREAS, Epic Y -Grade Logistics, L.P. ("Epic") has purchased certain property within the extra -territorial jurisdiction of the City of Corpus Christi, which it intends to develop for industrial purposes; WHEREAS, Epic has agreed to allow the property to become part of a new Industrial District known as Industrial District No. 4 and to enter into Industrial District Agreement No. 102 with the City; WHEREAS, the City and Epic desire to lay out the regulations that will be applicable to the development and set certain requirements for the development in accordance with section 212.172 of the Texas Local Government Code; WHEREAS, Epic has agreed to be bound by the terms of an agreement with the City under Chapter 212 of the Texas Local Government Code, which includes certain provisions related to the construction of public infrastructure; and WHEREAS, the City finds that it is in the best interest of the City to enter into the agreement with Epic to set out the requirements of the development and memorialize the agreement that Epic provide said public infrastructure. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the findings of the City Council and its actions approving this Resolution taken at the council meeting are hereby approved and adopted. SECTION 2. That the City Manager, or designee, is authorized to execute a Chapter 212 Development Agreement with Epic Y -Grade Logistics, L.P., relating to the development of property in the City's extraterritorial jurisdiction. A copy of said agreement is attached hereto. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb 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 STATE OF TEXAS DEVELOPMENT AGREEMENT § § COUNTY OF NUECES § This DEVELOPMENT AGREEMENT (the "Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipality, (hereinafter referred to as "City"), and Epic Y -Grade Logistics, LP, its successors and assigns (hereinafter referred to as "Owner"), for the purpose of setting forth the terms and obligations between City and Owner (hereinafter referred to collectively as the "Parties"), with respect to the development of two tracts of land totaling approximately 497.80 acres of land in the extraterritorial jurisdiction of the City of Corpus Christi, Texas; Tract 1 being approximately 297.80 acres of land as described in the attached Exhibit "A" and Tract 2 being approximately 200 acres of land as described in the attached Exhibit "B" (hereinafter collectively the "Property"). RECITALS WHEREAS, the City is a home rule municipal corporation of the State of Texas; and WHEREAS, Owner is a Texas limited partnership; and WHEREAS, Owner and the City are sometimes individually referred to as a "Party" and collectively as the "Parties"; and WHEREAS, the Property, insofar as it will be developed, is located wholly within the extraterritorial jurisdiction ("ETJ") of the City and not within the ETJ or corporate limits of any other town or city; and WHEREAS, Owner intends to develop the Property for industrial purposes as contemplated by Ordinance 15898 approved November 26, 1980, as amended, in accordance with a general development plan ("GDP") as subsequently described herein; and WHEREAS, Owner and City desire the Property to be included within the boundaries of either Industrial District No. 2, as amended or to be amended or a new Industrial District to be created by the City pursuant to Section 42.044 of the Texas Local Government Code and in conformity with City Ordinance No. 15898, as amended; and WHEREAS, Owner will enter into an Industrial District Agreement ("IDA") with the City to govern the future use of the Property and to maintain the extraterritorial jurisdiction of the Property; and WHEREAS, Owner has entered into an agreement with Terminal Refinery Fire Services for fire protection for the Property; and WHEREAS, the Parties intend for the Property to be developed in one or more phases within the City's ETJ as part of an Industrial District, and that, in accordance with the IDA, the City will not exercise any jurisdiction over the development of the Property other than the design, {C1950265:4} 1 construction, installation, and inspection of water and specified roadway public infrastructure ("Public Infrastructure") to serve the Property so long as the Owner complies with all ordinances related to the use of the City's utility services or waste disposal services if they are provided and does not subdivide the land; and WHEREAS, the Parties intend that this Agreement be a development agreement as provided for by Section 212.172 of the Texas Local Government Code; and NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: 1. General Development Plan. 1.01 Description of the Property. Owner's Property is approximately 497.80 acres of land located in the ETJ of the City of Corpus Christi, Nueces County, Texas as more fully described in Exhibits "A" and "B" and as depicted on the survey plats attached hereto as Exhibits "C" and "D". Owner will provide a complete schedule of Nueces County Appraisal District account numbers and geographic identification numbers for all tracts prior to the date of execution of the IDA between the Owner and the City. 1.02 Development of the Property shall be governed solely by the GDP and the following regulations (collectively, the "Governing Regulations"): 1.02.1 The exhibit for the GDP is attached hereto as Exhibit "E", as amended from time to time in accordance with this Agreement (which GDP is a development plan for purposes of Section 212.172 (b) (2) of the Texas Local Government Code); 1.02.2 Public Road Infrastructure. Subject to any future amendments to the Urban Transportation Plan ("UTP"), Owner will dedicate the entire right of way, in so far as it traverses Owner's Property, being 125 feet in width, for the future arterial road labeled as Southern Oak Road on the UTP ("Southern Oak Road") at such time as the City provides notice to Owner that the property to the south of the future Southern Oak Road has been platted for development or subdivision or a request to open that road and commence construction of Southern Oak Road has been made in connection with a planned development of adjoining property. Owner will not be responsible for payment for the acquisition of any other right of way for Southern Oak Road. Owner will be responsible for payment of one-half of the necessary construction cost for Southern Oak Road to the standards of a rural cross section ("Owner's Roadway Share") as such road is located on the right-of-way to be dedicated to the public by Owner. Owner's Roadway Share shall be due and payable in installments when payments are required to be made under contracts for the construction of Southern Oak Road (copies of which contracts shall be provided to Owner). No installment payment shall exceed 50% of the contract payment that is due. Failure of Owner to comply with this provision shall be considered a petition for annexation of the Property by the City in accordance with Chapter 43 of the Texas Local Government Code, or any future legislation. Failure to comply with this provision will also {C1950265:4} 2 be considered consent to annexation of the Property by the City regardless of the existence of any IDA between the Parties. 1.02.3 Continuing Obligation of Owner. The agreement of the Owner to pay the Owner's Roadway Share for Southern Oak Road shall be a continuing obligation of the Owner of the Property and such obligation will be a real covenant running with the title to the land binding upon the Property, the Parties, their grantees, successors, trustees and assigns and all others holding any interest in the Property now or in the future in the proportion each Owner's acreage bears to the total acreage of the Property. The Owner's obligation shall be assignable as set out in Section 4.02 below. 1.02.4 Water Utility Rules. Connection of the Property to the City's potable water mains will be subject to the payment to the City of the capital recovery fees ("Impact Fees") and charges for retail water service necessitated by and attributable to the development of the Property subject to the provisions set forth in this Agreement. With the exception of Impact Fees for water, no other impact fees, capital recovery fees or charges of any kind or assessments shall be charged in connection with the development of the Property unless agreed to by Owner. Water infrastructure to be constructed by Owner shall be designed and constructed to comply with the City Utility Code; 1.02.5 Water Infrastructure Obligations of Owner. Owner will provide easements for, and tender for dedication to and acceptance by the City, underground water utility easements as shown on the GDP. Owner will construct the potable water Public Infrastructure required to serve the Property including, but not limited to, any off-site extension required to extend water service to the Property and the water main extension loop as shown on the GDP. Owner shall have the potable water extension completed and accepted by City prior to first application for water service within the Property. 1.02.6 Building Permits. City will not require a building permit or certificate of occupancy for any improvements on the Property. 1.02.7 City Fees. Development of the Property will not be subject to payment to the City of any fees and charges in connection with the approval of any development of the Property other than those directly connected with the issuance of water utility connection permits and according to the fee schedule adopted by the City Council and in effect on the submittal date of each application for a water utility connection. The fees applicable to the Property shall be uniformly applicable to all development within the boundaries of an Industrial District of the City except as expressly modified herein. 1.03 Minor Revisions. The City Manager of the City has the authority to administratively approve "minor revisions" to the GDP to: (a) adjust right-of-way dedications for water utility easements or road ways, or (b) modify water infrastructure to serve other facilities constructed within the Property. 1.04 Jurisdiction. The City covenants that for so long as the Owner does not subdivide the Property the City will not exercise any jurisdiction over the review and approval of any development plats which may be required by Nueces County. The City's sole jurisdiction and {C1950265:4} 3 regulation will be limited to the design, construction, installation and inspection of public water supply infrastructure and the dedication and construction of one public roadway as described in the GDP. In the event of any conflict between this Agreement and the Interlocal Agreement between the City and Nueces County, this Agreement shall control. 2. Utility Services. 2.01 Water Service Capacity. The City agrees to provide such information as is within the possession or control of the City to establish that water service capacity to the Property can be designed to provide for delivery of 1,875 gallons per minute ("GPM") at full build out of all phases, with a minimum flow rate of not less than 625 GPM from the City's existing system. Owner will not be required to extend a water main from the Owner's planned tap on the Property along Violet Road, along the proposed Southern Oak Road or through the Property to any other point. The cost of retail water service to the Property, if provided by the City, shall be based on a standard utility cost of service study and shall not exceed the City's industrial rate charged in Industrial District 2. 2.02 Waste Water Service. The City agrees that waste water service to the Property will be supplied by an on-site septic facility ("OSSF") licensed pursuant to State of Texas standards and permitted by the Nueces County Health Department. The Owner will not construct, extend or connect to any City sanitary sewer main. 3. Jurisdictional Status. 3.01 Addition of Property to Industrial District. The Owner consents to the inclusion of the Property in an Industrial District by the appropriate action of the City Council, and the Parties will take such additional actions as are necessary to cause the Property to be added to an Industrial District and enter into an appropriate IDA. 4. General Provisions. 4.01 Duration. This Agreement shall run concurrently with the term of the IDA. 4.02 Assignment by Owner to Successor Owners. Owner has the right to assign all or part of its obligations, rights, title, or interests under this Agreement to any person or entity (an "Assignee") that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Each assignment shall be in writing executed by Owner and Assignee and shall obligate the Assignee to be bound by this Agreement. A copy of each assignment shall be provided to all Parties within 15 days after execution. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City within 15 days after execution, Owner shall not be released until the City receives such assignment. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment. Owner shall maintain written records of all assignments, including a copy of each executed assignment and the Assignee's Notice information, and, upon written request from any Party or Assignee, shall provide a copy of (C1950265:4) 4 such records to the requesting person or entity. An Assignee shall be considered a "Party" to this Agreement. 4.03 Encumbrance by Owner and Assignees. Owner and Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective lenders (each, a "Lender") without the consent of, but with prompt written notice to, the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any Lender to perform any obligations or incur any liability under this Agreement unless the Lender agrees in writing to perform such obligations or incur such liability. When the City has been given a copy of all documents creating the Lender's interest, including Notice (hereinafter defined) information for the Lender, the City shall deliver Notice to Lender of any default concurrently with the delivery of Notice to a defaulting Party. Notwithstanding the foregoing, however, nothing in this section or elsewhere in this Agreement shall create any encumbrance or lien against any property owned by the City. 4.04 Binding Obligations. Pursuant to the requirements of Section 212.172(f) of the Texas Local Government Code, this Agreement, all amendments hereto and all assignments of this Agreement shall be promptly recorded in the deed records of Nueces County. This Agreement, when recorded, shall be a covenant running with the land and binding upon the Property, the Parties, their grantees, successors, trustees and assigns and all others holding any interest in the Property now or in the future. 4.05 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. If it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 4.06 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by resolution or ordinance duly adopted by the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Owner represents and warrants that this Agreement has been approved by appropriate action of Owner, that the individual executing this Agreement on behalf of Owner has been duly authorized to do so. Each Party acknowledges and agrees that this Agreement is binding upon such Party and enforceable against such Party in accordance with its terms and conditions and that the performance by the Parties under this Agreement is authorized by Section 212.171 of the Texas Local Government Code. 4.07 Non Waiver. Any failure by a Party to insist upon strict performance by another Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions. No provision of this Agreement may be waived except by writing signed by the Party (C1950265:4) 5 waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 4.08 Entire Agreement; Severability. This Agreement, along with the IDA between the Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties or their Assignees. The provisions of this Agreement are severable and, in the event any word, phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the Parties as expressed in this Agreement, then such provision shall be deemed severed from this Agreement with respect to such person, entity or circumstance, without invalidating the remainder of this Agreement or the application of such provision to other persons, entities or circumstances except to the extent that the severed provision(s) is a dependent substantive term the removal of which affects the intent and effect of the remaining provisions. 4.09 Notices. All notices required or contemplated by this Agreement (or otherwise given in connection with this Agreement) (a "Notice") shall be in writing, shall be signed by or on behalf of the Party giving the Notice, and shall be effective as follows: (a) on or after the tenth (10th) business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested with a confirming copy sent by FAX; (b) on the day delivered by a private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the Notice is addressed); or (c) otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail. Notices given pursuant to this section shall be addressed as follows: If to the City: For Overnight Mail or Hand Delivery: With a copy to: Office of the City Manager Attn: City Manager 1201 Leopard Street Corpus Christi, TX 78401 For Regular Mail: P.O. Box 9277 Corpus Christi, TX 78649 Mr. Miles Risley, City Attorney 1201 Leopard Street Corpus Christi, TX 78401 P.O. Box 9277 Corpus Christi, TX 78469 (C1950265:4) 6 And a copy to: If to Owner With a copy to: And a copy to: City Secretary 1201 Leopard Street Corpus Christi, TX 78401 P.O. Box 9277 Corpus Christi, TX 78649 Epic Y -Grade Logistics, LP Attn. Mr. Robert W. Smith, Sr. VP 18615 Tuscany Stone, Suite 300 San Antonio, Texas 78258 Mr. Nick Fransen 842 Cantwell Ln. Corpus Christi, Texas 78408 BranscombjPC Attn. Grady B. Jolley 711 Navarro Street, Suite 500 San Antonio, Texas 78204 4.010 Applicable Law; Venue. This Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Nueces County, Texas. Venue for any action to enforce or construe this Agreement shall also be in Nueces County. 4.011 No Third Party Beneficiaries. This Agreement inures only to the benefit of, and may only be enforced by, the Parties and any successor or assign of the Owner. A Lender shall be considered a third -party beneficiary of this Agreement, but only for the limited purposes for which such Lender is bound by this Agreement. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 4.012 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 4.013 Exhibits. The following Exhibits to this Agreement are incorporated herein by reference for all purposes: Exhibit A Legal Description of Tract 1 Exhibit B Legal Description of Tract 2 Exhibit C Survey Plat of Tract 1 Exhibit D Survey Plat of Tract 2 {C1950265:4} 7 Exhibit E General Development Plan Regardless of the date this Agreement is executed, the "Effective Date" shall be the date on which City Council has approved an appropriate resolution authorizing the execution of this Agreement by the City official designated therein. Executed to be effective on the Effective Date. CITY OF CORPUS CHRISTI By: Name: Title: {C1950265:4} 8 EPIC Y -GRADE LOGISTICS, LP By: EPIC Y -GRADE GP, LLC, its General Partner By: Name: Title: v1ER T W $ /'TW (C1950265:4) 9 STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2019, by , , on behalf of City of Corpus Christi. Notary Public, State of Texas My commission expires: {C1950265:4) 10 STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on the I 24h day of “16,CC h , 2019, by Robert Smith, Senior Vice President of EPIC -Y Grade GP, LLC, as general partner, on behalf of EPIC -Y Grade Logistics, LP. ess\c x ��.‘10,kP c" Notary Public, State of Texas My commission expires: 5ct„c.Ic._,t V3, -7 Lytl (C1950265:4) 11 1 JESSICA BRISTER My Notary ID # 125126503 Expires January 13, 2021 EXHIBIT A LEGAL DESCRIPTION Being all of Lots 1, 2 & 5 of the J.A. Hunter Subdivision of the J.A. Hunter Tract, as shown in Volume 3, Page 27 in the Map Records of Nueces County, Texas, being the same tract as conveyed to Clara Driscoll Sevier in Volume 199, Page 475 in the Deed Records of Nueces County, Texas, Less & Except a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas. Said Tract being out of the "EL DIEZMERO" GREGORIO FARIAS Survey No. 599, Abstract No. 592, with the Point of Beginning being located approximately 3.90 miles N 60° 06' E, from Robstown, Texas. This said 297.80 acre tract being more particularly described as follows: BEGINNING at a 1" iron bar (X=1,270,865.82 & Y=17,187,506.53) found on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, being the Southeast corner of a called 200 acre tract, as conveyed to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2, for the Southwest corner of this herein described tract; THENCE N 01° 04' 47" W, a distance of 2,153.71 feet (called N 00° 28' 30" W — 2,153.95') to a 1" iron bar found for an interior corner of said 200 acre tract, being the Northeast corner of said Lot 3 and the Northwest corner of said Lot 2, for an exterior corner of this herein described tract; THENCE N 89° 33' 49" E, a distance of 319.63 feet (called S 89° 50' 00" E — 319.27') to a 1" iron bar in concrete found on the North line of said Lot 2, being an exterior corner of said 200 acre tract, for the Southeast corner of Lot 4 of said Subdivision and the Southwest corner of said Lot 5, for an interior corner of this herein described tract; THENCE N 01° 04' 23" W, a distance of 1,859.93 feet (called N 00° 28' 30" W — 1,860.08') to a 1" iron bar found on the South line of Lot 6 of said Subdvision, same being the South line of a called 213.554 acre tract, as conveyed to 4 J Land, LTD, described as Tract II in Document #2015004604 in the Official Public Records of Nueces County, Texas, being the Northeast corner of said Lot 4, the Northeast corner of said 200 acre tract, the Northwest comer of said Lot 5 and the Northwest corner of this herein described tract; THENCE N 89° 13' 50" E, a distance of 1,095.44 feet (called S 89° 50' 00" E -- 1,093.85') to a 5/8" iron rod with plastic cap stamped Bass and Welsh found on the Southwest line of a called 48.589 acre tract, as conveyed to Herbert L. Holcomb and Yvette D. Holcomb in Document # 830913 in the Official Public Records of Nueces County, Texas, being the Southeast corner of said Lot 6 and said 213.554 acre tract, being the upper Northeast corner of Lot 5 and of this herein described tract; THENCE S 53° 55' 07" E, a distance of 3,467.55 feet (called S 53° 15' 00" E) to a 5/8" iron rod with plastic cap stamped #5652 set on the West Right of Way of F.M. 24 (Violet Road), for the Southeast corner of said 48.589 acre tract, being on the upper East line of said Lot 1, for the Northwest corner of a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas, for the Northeast corner of this herein described tract; THENCE S 09° 38' 59" W, with the West line of said F.M. 24 (Violet Road) a distance of 1,977.50 feet (called S 10° 22' W) to a 5/8" iron rod (0.16 feet Southwest of a 1/2" iron rod with plastic cap stamped CDS Muery) found on the South line of said Lot 1 and the West Right of Way of F.M. 24 (Violet Road), being the Southwest corner of said 1.802 acre tract and the Northeast corner of a called 246.302 acre tract, as conveyed to Equistar Chemicals, LP in Document #1999027620 in the Official Public Records of Nueces County, Texas, for the Southeast corner of this herein described tract; THENCE S 89° 22' 27" W, a distance of 3,076.73 feet (called N 89° 50' W) to a 5/8" iron rod found on the South line of said Lot 1, for the Northwest corner of said 246.302 acre tract and the Northeast corner of said 209.122 acre tract, for a corner of this herein described tract; THENCE S 89° 37' 33" W, (called N 89 ° 50' W) a distance of 733.93 feet to the POINT OF BEGINNING and containing 297.80 acres of land, more or less. EXHIBIT B Legal Description Being all of Lots 3 & 4 of the J.A. Hunter Subdivision of the J.A. Hunter Tract, as shown in Volume 3, Page 27 in the Map Records of Nueces County, Texas, being the same tract as conveying partial interest to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, Less & Except a called 2.50 acre tract, as surveyed for Thomas Marvin Bernsen, et al, shown as (5) 0.50 acre lots "A" thru "E" in Volume 1402, Page 474 in the Deed Records of Nueces County, Texas, Less & Except a called 1.198 acre tract, as conveyed to the State of Texas in Volume 659, Page 178 in the Deed Records of Nueces County, Texas. Said Tract being out of the "EL DIEZMERO" GREGORIO FARIAS Survey No. 599, Abstract No. 592, with the Point of Beginning being located approximately 3.90 miles, N 60° 06' E, from Robstown, Texas. This said 196.52 acre tract being more particularly described as follows: BEGINNING at a 1" iron bar (X=1,270,865.82 & Y=17,187,506.53) found on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, being the Southwest corner of a called 297.80 acre tract, as conveyed to EPIC Y -Grade Logistics, LP, in Document #2018013202 in the Official Public Records of Nueces County, Texas, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2, for the Southeast corner of this herein described tract; THENCE N 01° 04' 47" W, a distance of 2,153.71 feet (called N 00° 28' 30" W — 2,153.95') to a 1" iron bar found for an exterior corner of said 297.80 acre tract, being the Northeast corner of said Lot 3 and the Northwest corner of said Lot 2, for an interior corner of this herein described tract; THENCE N 89° 33' 49" E, a distance of 319.63 feet (called S 89° 50' 00" E — 319.27') to a 1" iron bar in concrete found on the North line of said Lot 2, being an interior corner of said 297.80 acre tract, for the Southeast corner of Lot 4 of said Subdivision and the Southwest corner of said Lot 5, for an exterior corner of this herein described tract; THENCE N 01° 04' 23" W, a distance of 1,859.93 feet (called N 00° 28' 30" W — 1,860.08') to a 1" iron bar found on the South line of Lot 6 of said Subdivision, same being the South line of a called 213.554 acre tract, as conveyed to 4 J Land, LTD, described as Tract II in Document #2015004604 in the Official Public Records of Nueces County, Texas, being the Northeast corner of said Lot 4, the Northwest corner of said 297.80 acre tract, the Northwest corner of said Lot 5 and the Northeast corner of this herein described tract; THENCE S 89° 29' 28" W, at 2,298.33 feet a found 5/8" iron rod 0.18 feet right, continuing for a total distance of 2,328.12 feet to a point on the North line of said Lot 4 and South line of said Lot 6, being on the East Right of Way of F.M. 1694 (Callicoate Road), being the Northeast corner of said 1.198 acre tract, for the Northwest corner of this herein described tract, from which, a found 1/2" iron rod bears: S 89° 29' 28" W - 2.44 feet; THENCE S 00° 54' 03" E, (called S 00° 28' 30" E), a distance of 1,858.99 feet to a point on the East Right of Way of F.M. 1694 (Callicoate Road), for the Northwest corner of said 2.50 acre tract, for a corner of this herein described tract; THENCE N 89° 43' 17" E, (called S 89° 50' E — 198'), a distance of 198.09 feet to a 1/2" iron rod found for the Northeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; THENCE S 00° 54' 03" E, (called S 00° 28' 30" E — 550'), at 2.07 feet a found 5/8" iron bar 0.35 feet right, Continuing for a total distance of 550.00 feet to a point for the Southeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; Exhibit "A" (Legal Description) Page 1 of 2 180236310-1 EXHIBIT B (Continued) THENCE S 89° 42' 08" W, (called N 89° 50' W — 198'), a distance of 198.09 feet to a point on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southwest corner of said 2.50 acre tract, for a corner of this herein described tract, from which, a found 1/2" iron pipe bears: S 88° 21' 40" W - 1.06 feet; THENCE S 00° 54' 03" E, (called S 00° 28' 30" E), a distance of 1,594.63 feet to a highway concrete monument found on the South line of said Lot 3, being on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southeast corner of said 1.198 acre tract, for the Southwest corner of this herein described tract; THENCE N 89° 45' 31" E, (called S 89 ° 50' E) at 3.46 feet a 5/8" iron rod in concrete found to the left 0.12 feet, at 6.76 feet passing a highway concrete monument, for a total distance of 2,020.89 feet to the POINT OF BEGINNING and containing 196.52 acres of land, more or less, within these metes and bounds. Exhibit "A" (Legal Description) Page 2 of 2 GF No.: 180236310-1 EXHIBIT C Survey of Tract 1 PLOT DATE: 03-06-18 9:19 PM V Cb rni="73 wo C+ o ro . m00 a N 0 00 y 2�(64ay)r �A�; ro tri cio 00 M 3 3 3 0 3 3 13 TT 0 01 n r- 111 m m r.T - ,00.001 M „1£,8Z.00 N ,00.001 3 „1£,82.00 S 0 0 H 03 II I II II I II I II 11 I I 1 1 1 1 1 1 T I I I I CHECK FOR PIPELINEFR/O LASALLE I I I I I I I I I 1I 1IIII I11 11 I _-ILMI j ---___--- I I II I III I I II 1 1 I11 I I I 1 1 I II 1 111111 11 I 11,1 I 3�3 I 3 3 3 3 3 3 IJI 1 3N173d/d 377VSV7 Olaf 1 2''001 0NwOl N N I AI � 21 - I ww n AI 0 w� wCO CO ro co 0 m 0.00 ///// �-0�o 1 //// • Iv co O O / /77 o`I(^I?j I \ \ /7/77 Cnrtj A ' 1 `\ \\ ,// ' Ivo mo I',\\\ /\ / // (SCHED o � 2 I ;: C/` COgST30TpPEtij/VE1 N CORP7 qT/ON C.I. )5'1'2; I ,'/i //\ \� `\ SE OL�EEO RE PACE 571 1 ''// v`v - - - NUECES COROS I / /,/ v V v SOU COUNTY TEXAS I i' 1 THCROSS /PEL/NE I /'/,/' \\ \\ //7 / \ \ \\ `\� \ \\ 3 3 /f/ / 3r / 3 3 3 3 3 Li 3 3 3 3 3 3 3 3 LI I i__---3-= 3—N-1--\.7,, 3 u u_\\ LJ 1 1 I I I I I /' / /' I \ ` \ \ p 111 1 1 /// I 3 3 3 3 3 3 3 3 3 3 3 113 III 11 0 3 3 3 3 3 3 3—r',�3-1 3 3 3 3 3 � �� ______ 3 3 0 3 o 3 3 33 33 33 33 33 33 33 33 3 1 11 I o 3 3 3 3 3 3 3-,./-7.-3 3 3 3 3 3 3 `\ 3 \ o 111 I 1 j �\\ I 1 I /' /7 I_ \ Z r f r 1 //7- /// o I 11 1, I /'/ / I 800x31 ;11/1000 0303[7N o a o III I 1 / ,/ 5050335 0330 \`\ o Z y 2 • O C II III I ,/ / ,/ 1 ZOS 300d `1081 3/71770/1 \\'\ T\ 'ry Co O I III I I /// /,/ 1 103/73353 0/5'10373 ,001 \\\ `\\ OOn v (.+ I I I I 1 /, / 1 ,(NGd7700 1/10/7 7/' 53503 70'31/130 \ \\\\\\\\\\\\\,\\\\ \ O �� IIII 11 I /' �/ (X 0/ 7731/ '8 37/703/103) vA `v �n o(Vp A 111 I I / / I \ `\ ^� Iry O I II I I /' p1 111 I ,//' 1 \\ \ a w° I 0 I I /// I \ `\ Co K? I I I I ' / /\ \ \ o II 1 I I 11 11 III 11 I /'/ / /7 1 1 1 I I / /� �y I \\\\'\0;!<•_. r I 111 I /, HdF \ \Op/ y 1 I l7) 1 I 1 ;' /4D/))13.,/ 0 d I • o III11 / /'0� 0�d ����5� 1 s vv`�F 11,'111 II /��/�y��� •�''���d��C� I ��C-To� `vA`v I 1 11 I / /,/ids �3ddd�c7�5`�( I �1G-ooO,°��`vA `vv I I I I �� 5\ 2 � F \ 11 ,' 111 11 /'/ // I 9����0 \.I �FC�aF.�s�� ��`. ��"�`vwv /s v 11 1111 11 '/ �' I od��9 ,3\ I ���'�^ -o-9S ��-o'�� ` V vv c� 9 F o 11 I lil 1 / �/' �yd� I ��-�o`��`��'� o `vv `v 11 IIII j� / / �� I �F� /1 v`� v`v 1 xY/1 / I 1 9s \\ ` \ \ L XI /i I \ /1/1/1/ I 1 \\ \ / I /I I I I I `\\ \\ II ///1 111 1 1 //,;://///411 /' I II 1 1 \\ \ ` /,/ II I 1 / '//// 11 IIII II 1 I \\\\ / III I 1 I /' / / / , / / I 1 /// /' 1 11 I I I / / III I 1 /'/ /' I I I I I I ,' / /' III I I I /'/ / I I 1 1 /// / 1 1 I 1 t // / I I I I y / //' / IIII I 1 1 CP /77/ 11 1 / // I 1 1 11 I /7/ / I_1 11 I L 1 /' 1 /// I III 11 I / ////' I 1 /' / / / IIII I 1 / /// ,// / I I 1 I / / 1 I I 3 3 30031 3151700 5333077 7050335 0330 3 3903 `9f 51 3/7070/ 1037/3003 0/513373 ,09 90054103 1/10/7 2 53503 7051533 (m 01 9/31/ '8 37/703/137) 3 3N/7 01!10373 Vd07 3 3 3 3 3 3 3 3----= 3= 3----- 3 3 3 3 3N17 0/010373 1/2107 3 3 O 0) I 1 I 1 1 I I 1 I I I 1 1 I 1 1 1 1 1 II II 1 I 1 rr 1 II 1 11 1 1 II 1 I I II 1 I 1 1 1 I 1 II 1 1 II 1 1 1 11 1 III 1 I II I 1 III IIII I I n 1 111 1Z-0C/'C▪ )(2 z�,,„:>r-11:;111' �= I II In1c�C �IT1G mn�OTD 111j1 11����077 1•••11-- TIS 1 II 1 11 I I� kyr pm 1 z�Am 1 II lo�z �'rr Oo1l 1 1CrNm �y o� z z om�m Cry 1 II z o I I �0 � 111,1 1 1r-Ii�nW �I m o m Z I I I I X m mo�mo I II I�o�rfl X�WZro II I n� �-Iro- 111 1 nom-- 1 11 I 1 11 1 I I I I I I / II X 11 1 1 111 1 1 1 I 11 1 1111 1 1 11 11 1 11 1 I II 1 II1I j 111 11 1 1 I 1 11 1 1 1 I1 II II 1 1 I 1 II 1 I 1 1 1 1 11 1 III1 1 11 1 111 1 1 1111 II 111 1 1 III II 1 11 I 1 11 1 III1 11 1 1 1 1 IIII 1 III II 1 III II 1 I I II I 1 1 1 II I III 1 II 111 1 1 1 1 1 1 11 I m� 11 1111 II O a n R S 1 1 11 1 n C k m 1 1 1 1 � 1111 II O Z O A II 0 I I I I I 1 1 A���6 �� 11111 III m O n C I 11 I m0_pmX10 �2 1111 1 Irn zit", II r I / / / /77/ / / / /'/ / / /7 / /// / // / /,/ /7//7// //// / ,7 / / / // / / / / / / A / �C) O O Ar /7100 777797 /rte rn z(Tho 0 77 EXX0 (n D 1 m 1333 00Z = I. 0 0 0 8 crl 0 0 rrot2 N W Z U) IT Z w�m0 o- 0Zm0 O x -Io 11 O 0Q Z rA Jm v m 'co D -1D OWm- mr 0°mwin ID m D Fri rw*1Dw X000 II - mmn aozo coq wo '(W,1 Z -1 0C0 -I m m 0 0 3' 0' w 0 0 ZT m 0 Cq paitanans 21. -8Z-30 :aloa uoilaIdwoa z 3 m co O O 0) W Nr'1 N?OCO*DG� -- 0zm<2On -I w o=8 WZF�D m A�oDW�m<0.(pl 0(,IZ-m 0-103 001 0ZD. mO z-WmCmcOMm m m �N0�ODrm*�O� m xxA 0 QC)x �m O)m(pm A. m 2 yyr (OnDLZ0 mOw 00 w- 21D 0 0M� 0 vO =((/72770(0 SOIISIa01 3av ie — Jl ald3 r S 0 H (SCHEDULE- 8 E30' P/PEL/NE XXON P/PEL/NEECOMPANY VOLUME 1888 qE EENT NUECES• COUNT DEX / MOBIL P/PEL/NE- _ _----- AS m-9> x OA wmoozmoom D Comi-zx �s. D�Vi OnZP1 .Zl �oZmDO0o -(mZP1WZO m ziO.W,Mpcn X 0 0 0- 0 97 0 0 'Da=?�1 Ir1 -I OMAMmW w? A w>w ZOm =00w00 0 :mil 01 =-um>0 mmAmmmD mZorx ?DZDW�fn wOmmvw noTcmc 7.12 m3. 0 D O Z 0. zm��rn= m- ONmZZo 0 mom (CALLED S S 093859„ W 70�2' W) 1977.50 • oI I Ill I IV Ij1 I •�-1 1 1 1 � 17)! 0 77 0 7 A▪ a�i a rci N 0o ro (SCHEDULE O/TEA, 10 n.) ESS02ACVOLUA1.pCEUNUESNT); CORDS TEXAS P. MD n.1 CD rn IA 12 1-14 CD co rl ib CD rl rn 63 0 co / 771 / / / // /i / // / / /7 ::A\:\ 4, 6 ,P cn „la 01 CD 0 t 0 01 ▪ -Ps 00 r- 1,1 ANVdwo.9 co so Co Oo co co co .f/ddV ;oN seo0 •6o 111 .94 .94 44. EF co Et - co co ar (21 ctiR co co 5. • 1.3, 2016, recorded at File No. 2016001450 in the Official Public Records of Nueces County, / gl o o o 173 o. CO CO 0 fi ccij Public Records of Nueces County, / /7 // / / 7/ 1' IVA 5. to 0 o o. o tig Q. co ft o o 00 CO fel 0. s. Q. Co r- Fi o rcit Q. o. Co co co co 8. ;1 174 3 173 Volume 854, Page .327 in the Deed Records of Nueces 5.0 co c. • co ssi to 3 cb (71 to 0 Co co t co o co oi o. Rik cc 3 o 0 13 Fir co o 0 2 sl Q. Pa co CD CD co (1) 81, fg o co 8 o o o o ut Fg 5. 3 to o o Eir o. co 11. o fOX o o. o CO CO t Q1 2 q. a. 9,2 co igb al it 0 8 - at Q. 0. o 0 CI 1 ro 0. 8. • co 2 • o 77, CT zia o o az o 2K) CL • /7 / 12, rij-0 o m o ca o o R 8:P3 to :,(1Nn0o S303fN oo (01 43 Co 2 2 co 0 (41 N SVX31 :(1N1700 S3O3fN 90Z091. :if sor EXHIBIT D Survey of Tract 2 V JOB #: 181202 l 01-08-18 PLOT DATE: / / / / / / / / MEADOW LANE / / / / / / / THOMAS MARVIN BERNSEN, ET AL 2.50 ACRES LOTS A-E VOLUME 1402, PAGE 474 DEED RECORDS NUECES COUNTY, TEXAS / / / SET 5/8" IRON ROD FROM WHICH, A FOUND 1/2" IRON PIPE BEARS: S 8821'40" W - 1.06' / / V V w 0 SET 5/8" IRON ROD FROM WHICH, A FOUND 1/2" IRON ROD BEARS: S 89'29'28" W - 2.44' V ✓ ✓ CULVERT F1RpR/S CULVERT F p/A'FIi,V�:s / / / 02,298.3.3' A FOUND 5/8" IRON ROD PLASTIC CAP STAMPED BASS & WELSH 0.18' RIGHT (SCHEDULE B, ITEM 10 q.) VIOLET WATER SUPPLY CORPORATION WATER METER EASEMENT DOC #1998052964 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS STATE OF TEXAS 1.198 ACRES VOLUME 659, PAGE 178 DEED RECORDS NUECES COUNTY, TEXAS CALLED S 89°50' E - 198' N 89'43'17" E FOUND 1/2" 198.09' IRON ROD - 02.07' A FOUND 5/8" IRON BAR - A BARN 1 0.35' RIGHT METAL RABBIT SHED STORAGE SHED o LIGHT POLE TALL FUEL TANK DELORES BERNSEN LORENA ESCAMILIA 0.50 ACRES DOC. ,¢20170275023 OFCCAL PUBLIC RECORDS NUECES SOUND', TEXAS B DELORES BERNSEN LORENA ESCAMILL4 0.50 ACRES DOC. 120170275023 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS CONCRETE DRIVE YENCROACHING 2.7' LORENA ESCAMILLA 0.50 ACRES DOC. 120170273023 I OFFICIAL PUBLIC RECORDS 1 NUECES COUNTY, TEXAS MICHAEL MENDEL ET AL 0.50 ACRES 000. 120170273023 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS 4. w a O E o 5)M H. BELL n O 0.50 ACRES TA DOC. 12007014257 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS 0 S 89'42'08" W SET 5/8" 198.09' IRON ROD CALLED N 89°50' W - 198' 0- 0 (OSS — 3 „o£',8.00 A DELORES BERNSEN LORENA ESCAMILLA 050 ACRES DOC. #20170273023 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS DELORES BERNSEN LORENA ESCAMILLA 050 ACRES DOC. #20170273025 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS NUECES COUNTY, TEXAS "EL DIEZMERO" GREGORIO FARIAS A — 592 5-599 4 J LAND, LTD TRACT II 213.554 ACRES DOC#2015004604 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS LOT 6 (CALLED N 89'50' W) S 89'29'28" W 2328.12' J.A. t1UNTER5U5DIVISION OF THE_ J.A. HUNTER -TRACT VOLUME 3, PAGE 27 MAP RECORDS OF NUECES COUNTY, TEXAS 196.52 ACRES KATHERINE M. BERNSEN & W.T. BERNSEN ESTATE 200 ACRES LOT 3 & LOT 4 THOMAS M. BERNSEN DELORES HILL BERNSEN (CONVEYING INTEREST) TRACT 4 200 ACRES LOT 3 & LOT 4 DOC #2005035072 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS LOT 4 I I I I I I I I I I I II I I I I I I til I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I LOT 3 (SCHEDULE B, ITEM 10 n.) CONTINENTAL PIPELINE PEASEMENTMPANY VOLUME 254, PAGE 374 DEED RECORDS NUECES COUNTY, TEXAS ENERFIN PIPELINE _ - - _ _ _ - - - - ------ ETER POLE - / (SCHEDULE B, ITEM 10 m. / // / EPIC Y GRADE PIPELINE LP. FULVERT // 50' PIPELINE EASEMENT / // I DOC #2018IPELIN /// 7 I // 7 7 ,/ OFFICIAL PUBLIC RECORDS 7 1 / NUECES COUNT TEXAS (SCHEDULE B. ITEM 10 LLC /// / _-- FORD PIPELINE _ _-_-___1:: - E30 EAGLEFORD EASEMENT i / _ _ - __z__-_-__ __,..:10_7" � DOC #2012032403 - _ _ _ _ _I� I— ORDS _ _ OFFICIAL PUBLIC RECORDS / -- - I I v COUNTY, - �/f - _z. - - --- (SCH NUECES - _ _ _ i - --____----- m 2 _ _ - _ / " ____-_-__--- 7/ / o� —_ --_- /, / N I, TEM 70 r') ///// / EAGLEDFORDLE BPIPELINE, LLC 7 / ,7 EAGLE EASEMENT /// / 30' PIPELINE / ,/ 7 I N DOCUMENT #2014046136 / / ,/ PUBLIC RE I - c.., /1/ OFFICIAL COUNTY, TEXAS i / NUECES ,7/ // n w O // ,7 /// / // 1: /// / /1 \0� I I 7/i 7// N' -',0Q -‘,s I 1 / / ;\\:,,,o �5� Q� �P5 I I ,// ,://;;;;;" 7 J\.� Q S� �� I /% 7 �5p/\� pp//SFP� �OO�§(5 // 77 i 7 /// /7 7/ ,/ /// / 7/ / 7/ /7 I I. I /// / I /1/ /7 I I // / /7, /7 I I 7/ // I I / ,7 I ,� // I I / I I CON. MON / I ®3.46' A FOUND EFT IRON ROD IN NAD 83 CONCRETE 0.12' LEFT I ®6.76' FOUND HIGHWAY CON. MON. I FOUND 1" IRON BAR NAD 83 LAT. 27.829919551' LONG. 97.612468866' 0 (CALLED S 89'50' E - 319.27) / I II N 89'33'49" E III 319.63' ,// // 1 FOUND 1" IRON BAR NAD 83 LAT. 27.824803673' LONG. 97.613390437' I II 7 / // 1 / / 1 /Il7 // 1,/ 4)/ ,/fl ,71 /// yl 1 ,// // / / / / // ,// / / / / 7 ,/ 7// / / / / ,/ /1/ / / 7 / // / / 7 /,/ ,// / / / / 7 / 7// 7 / 7 / / - ----------- _t_-- ------------ / --- / , I I 1 8I I �I I N1 I �I 1-o1 I ro I I I I I I I I I t 4 - L / / / FOUND HIGHWAY LAT. 27.818895774'/ LONG. 97.619563541' (SCHEDULE B, ITEM 10 o.) SOUTHWESTERN BELL TELEPHONE COMPANY VOLUME 263, PAGE 513 DEED RECORDS NUECES COUNTY, TEXAS 0. X X 100 0 x N 89'45'31" E 2020.89' (CALLED S 89°50' E) HAC MATERIALS, LTD. 209.122 ACRES DOC #2013016795 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS 100 200 300 400 500 600 H — SCALE: 1" = 200 FEET BLACK GOLD SURVEYING & ENGINEERING, INC. Land & Oilfield Surveying 2711 West Front St. P.O. Box 3416 Alice, TX 78333 www.blackgoldsu rveyingOsbcglobal. net Ph. (361) 668-9200 Fax (361) 668-9204 LAND SURVEYING FIRM NO. 100141-00 ENGINEERING FIRM N0. F-7632 — r I Tyy I/I POINT OF BEGINNING AT FOUND 1" IRON BAR X=1,270,865.82 Y=17,187,506.53 NAD 83 LAT 27.818880291' LONG. 97.613311670' / 55 c �T oPoo rn R --1(f)c-) 0 • 9z3h n (,) V ? LOT 5 m m m m m m m m 0 FOUND 1" IRON BAR IN CONCRETE NAD 83 LAT. 27.824804177' LONG. 97.61240157.3' LOT 2 \ 916113373 *137 r - m I 1 1 I I I I 1 I 1 I 1 I 1 1 1 I I I I 1 I I I I I I I I 1 1 1 1 I I 1 I 1 I 1 I I I I I I I 1 JUNK CONCRETE AND OLD CONCRETE PADS FOUND 5/8" IRON ROD PLASTIC CAP STAMPED BASS & WELSH \ // // /, // / /// / cd// / // %7 / / /7/ / //7 ,/, //// 7/ /// /// ///,' /,7 / 7 , // // y7 / / h c I I I I I I I I I I 1 1 I 1 1 1 1 I I I I I I I 1 1 1 1 m m m m m m m EPIC Y -GRADE LOGISTICS, LP 297.80 ACRES LOTS 1, 2 & 5 DOCUMENT #2018013202 OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS / / / / / / / // // / // -/ / 1 I 1 1 1 1 1 1 I 1 1 1 I I I I I I I I 1 1 1 I 1 I 1 I 1 1 1 I I 1 I I 1 I 1 1 1 1 1 1 1 1 1 1 1 I 1 DESIGNATED 400' X 400' (3.67 ACRES) DRILL SITE TRACT m m m m m 0 m 0 0 E m r E E E E E E i. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Magnolia Pipe Line Company Purpose: Pipeline and appurtenance purposes Recording Date: February 6, 1937 Recording No: Volume 229, Page 6, Deed Records of Nueces County, Texas. (Blanket) j. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Seadrift Pipeline Corporation Purpose: Pipeline and appurtenance purposes Recording Date: November 17, 1952 Recording No: 361403, Volume 573, Page 359, Deed Records of Nueces County, Texas. (Blanket, Pipeline shown on plot) Affects: All of Lots 3 and 4, J. A. Hunter Subdivision k. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Eagle Ford Pipeline, LLC Purpose: Pipeline and appurtenance purposes Recording Date: August 20, 2012 Recording No: 2012032403, Official Public Records of Nueces County, Texas. (Defined, Shown on plat) 1. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Texstar Midstream Utility, LP Purpose: Pipeline and appurtenance purposes Recording Date: May 16, 2013 Recording No: 2013019463, Official Public Records of Nueces County, Texas. (Defined, Shown on plat) m. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Epic Y Grade Pipeline, L.P. Purpose: Pipeline and appurtenance purposes Recording Date: July 3, 2018 Recording No: 2018029053, Official Public Records of Nueces County, Texas. (Defined, Shown on plat) n. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Continental Pipe Line Company Purpose: Pipeline and appurtenance purposes Date: January 24, 1940 Recording No: Affects: Volume 254, Page 374, Deed Records of Nueces County, Texas. (Blanket, Enerfin pipeline shown on plat) o. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Southwestern Bell Telephone Company Purpose: Telecommunications system and appurtenance purposes Recording No: Volume 263, Page 513, Deed Records of Nueces County, Texas. (Shown on plat) p. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Violet Water Supply Corporation Purpose: Water distribution system and appurtenance purposes Recording Date: July 14, 1967 Recording No: 740766, Volume 1222, Page 135, Deed Records of Nueces County, Texas. (Does not Described as being South of State Highway 44) q. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Violet Water Supply Corporation Purpose: Ground water meter and appurtenance purposes Recording Date: December 1, 1998 Recording No:1998052964, Official Public Records of Nueces County, Texas. (Blanket) Affects: Lot 4 - J. A. Hunter r. An unrecorded easement and right of way as evidenced by Memorandum of Right of Way and Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Eagle Ford Pipeline LLC Purpose: Pipeline and appurtenance purposes Recording Date: November 24, 2014 Recording No: 2014046136, Official Public Records of Nueces County, Texas. (Defined) aPPy. PRELIMINARY E BEARINGS, COORDINATES AND DISTANCES RECITED REFER TO THE STATE PLANE COORDINATE SYSTEM, NAD 1983, TEXAS SOUTH ZONE, WITH CONTROL ESTABLISHED BASED UPON NGS MONUMENT SP 210: X=1,273,908.08 AND Y=17,183,592.16 PLAT OF: EPIC Y — GRADE LOGISTICS LP 196.52 ACRES BEING A CALLED 196.52 ACRE TRACT, BEING ALL OF LOT 3 AND LOT 4 OF THE J.A. HUNTER SUBDIVISION OF THE J.A. HUNTER TRACT, AS SHOWN IN VOLUME 3, PAGE 27 IN THE MAP RECORDS OF NUECES COUNTY, TEXAS, LESS & EXCEPT A CALLED 2.50 ACRE TRACT, AS SURVEYED FOR THOMAS MARVIN BERNSEN, ET AL, SHOWN AS 5 - 1/2 ACRE LOTS (A-E) IN VOLUME 1402, PAGE 474, AND LESS & EXCEPT A CALLED 1.198 ACRE TRACT, AS CONVEYED TO THE STATE OF TEXAS (LOCATED WITHIN F.M. 1694 CALLICOATE ROAD) IN VOLUME 659, PAGE 178 IN THE DEED RECORDS OF NUECES COUNTY, TEXAS, BEING OUT OF THE "EL DIEZMERO" GRANT, GREGORIO FARIAS SURVEY NO. 599, ABSTRACT NO. 592, WITH THE POINT OF BEGINNING BEING LOCATED APPROXIATELY 3.90 MILES, N 60'06' E FROM ROBSTOWN, TEXAS. Job #. 181202 Date: 01-07-19 Scale: 1 "=200' File Name: 181202 Drawn by: TM/DT Surveyed by: TM/PG Checked by: TM EXHIBIT E General Development Plan 0 0 N. a WINGS\LAND DEVELOPMENT\1 0 U w 0 w 3 a Z w �W ? N Z �W 'mo 2Z D wi NOTICE: THIS IS FOR EXHIBIT PURPOSES ONLY AND NOT FOR PROPERTY ACQUISITION, PLATTING, AND CONSTRUCTION co 2 0 a 0o 1- r a 0 0 J J 4 0 PROPERTY IDENTIFICATIONS: P1 - BERNSEN DELORES & LORENA ESCAMILLA, HUNTER J A .5 AC OUT OF NW COR LT 3 TR A, DOC NO. 2017027023, OPRNCT P2 - BERNSEN DELORES & LORENA ESCAMILLA, HUNTER J A .5 AC OUT OF NW COR LT 3 TR B, DOC NO. 2017027023, OPRNCT P3 - BERNSEN DELORES & LORENA ESCAMILLA, HUNTER J A .5 AC OUT OF NW COR LT 3 TR C, DOC NO. 2017027023, OPRNCT P4 - MICHEAL MENDEZ, HUNTER J A .5 AC OUT OF NW COR LT 3 TR D, DOC NO. 2017027023, OPRNCT P5 - DIMAS MAGANA, HUNTER J A .5 AC OUT OF NW COR LT 3 TR D, DOC NO. 2017014258, OPRNCT S89° 29' 28.00"W 2,298.33' 4 J LAND, LTD 213.554 ACRES A PORTION OF LOTS 6 AND 7, J.A. HUNTER SUBDIVISION, VOL 3, PG 27, MAP RECORDS OF NUECES COUNTY, TEXAS DOC# 2015004604, OPRNCT w rn 2 LL 0 Q O W 1- O 0 J J a 0 i ---S89° 50' 00.00"E 198.00' �-173.00 P1 0 O 30.0011E-1,594.63' P2 O O O L0 P3 P4 P5 SO° 28' 30.00 173.00 N89° 50' 00.00"W 198.00' 2,273.33 1,945.83 O 1 10,252,266.42 SQFT 235.36 AC N89° 45' 46.38"E, IQ Lf) N 15' UE N89° 14' 03.21"E 1,095.41' 390.41 DESIGNATED 400' x 400' (3.67 ACRES) DRILL SITE TRACT 668.22 SO° 28' 34.89"E LO 7 co co N89°.25'.21.41"E N LO • 705.00 CURVE TABLE DELTA LENGTH CURVE ID LENGTH RADIUS CHORD BEARING CHORD LENGTH C1 70.02' 50.00' 80.24' N49° 46' 25"E 64.44' C2 396.52' 1062.50' 21.38' S79° 12' 09"W 394.23' C3 342.16' 937.50' 20.91' N78° 58' 01"E 340.27' C4 387.79' 1062.50' 20.91' N78° 58' 01"E 385.64' C5 349.87' 937.50' 21.38' S79° 12' 09"W 347.85' C6 87.06' 50.00' 99.76' N40° 13' 35"W 76.47' C7 78.33' 50.00' 89.76' S45° 21' 22"E 70.56' LINE TABLE LINE ID LENGTH BEARING L3 111.68' N9° 39' 13.08"E L2 114.05' N68° 30' 39.77"E L1 114.05' N68° 30' 39.77"E O 1 10,195,397.63 SQFT 234.05 AC FUTURE 125' RIGHT-OF-WAY DEDICATION (17.05 ACRES) co/i) 15' LIE GENERAL DEVELOPMENT PLAN EPIC Y -GRADE A 494.21 ACRE TRACT BEING ALL OF LOT 2, 3, 4, AND LOT 5, AND A PORTION OF LOT 1, J.A. HUNTER SUBDIVISION, AS SHOWN ON A MAP RECORDED IN VOLUME 3, PAGE 27, MAP RECORDS OF NUECES COUNTY, TEXAS. cF 0 , 57,9�QT 6) '7 799,0 FS0�& 4/o O 'g�9 ��• pcT �Ol AC 401: N89°25 -W -1,818.84- N89° 45' 31.00"E 2,020.89' N89° 25' 21.41"E 3,810.62' HAC MATERIALS, LTD 209.122 ACRES OUT OF GREGORIO FARIAS SURVEY, ABSTRACT 592 DOC NO. 2013016795, OPRNCT 125' RIGHT-OF-WAY DEDICATION (11.23 ACRES) 90 4 CORPUS CHRISTI, TEXAS LOCATION PLAN 479.82 SCALE: NTS 0 200 400 SCALE: 1" = 200' N53° 55' 06.14"W 27.92'- 15' UE • EQUISTAR CHEMICALS, LP 246.302 ACRES OUT OF GREGORIO FARIAS GRANT, ABSTRACT 592 DOC NO. 1999027620, OPRNCT Iw Io I, 1 I� to 0 to/ 0Iw W I0 o 0 0 Wlo U oa O WQWwaif: • Uco0I=troo 3Q0W<ID I- N11.1 T aN Q co 0wa0 U 0 0 0 „ ZW .1 N � 00 ZQ W -c1 In g. co 0 a 0 m -on- a/ 0/ce J _ W Jcr ~0 (0 O of ▪ _ 0 W W (v) °o 2 Q 0 m W ro UN�a;QQo . QMa0,�cooa O (01 -2z1 -40Z' - rO W O U Et 0 W 'r• Q �Z cn a 0 W W O co Z-. W 0 m Y � U H } 0] Z w0 z E >- 2 Lij ••TtJ D co 0• 0 J it >0 U~ 0 ao J r � O/- m �w� wr_n • Z� UOU co • D 0u0 co m TBPE FIRM No. F-12240 MUNOZ ENGINEERING 0 z J a 1- z w a O w w J cc w z w C9 NUECES COUNTY, TEXAS. PAGE 1 TOTAL PAGES 1 PAGE 1 Chapter 212 Agreement Proposed Industrial District #4 Creation And Industrial District Agreement with Epic Y- Grade Logistics, L.P. City Council Presentation March 19, 2019 Legend Epic Y -Grade Property - Drill Site (3 67 Acres) Epic Y -Grade Property (494.32 Acres) Parcel Bounds City Limits Location Map 3.67 acres Subject Property tis•• • \ti F '� 3 Recommendation Staff recommends approval of: • Chapter 212 Agreement • Creating Industrial District #4 • Execution of the Industrial District Agreement. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Amendment to Aclara Software Maintenance Agreement CAPTION: Motion authorizing an amendment to Aclara Technologies LLC software maintenance agreement to allow four renewal years of annual maintenance with Aclara Technologies LLC of Hazelwood, Missouri for an amount not to exceed $116,435.75. PURPOSE: This amendment will provide for the renewed annual software maintenance for the STAR Fixed Network Advanced Metering Infrastructure System for Information Technology. BACKGROUND AND FINDINGS: The City entered into a service agreement with Aclara Technologies LLC in 2013 for the software used to monitor and configure devices on the City's automatic meter reading system. The initial term of the agreement was for one year and it was renewed for four individual one-year terms in accordance with the terms of the agreement. This amendment adjusts to term of the agreement to renew it for four additional renewal years of the software maintenance and supplemental monitoring and maintenance services. This is a sole source purchase; Aclara Technologies LLC is the sole manufacturer of the STAR Fixed Network Advanced Metering Infrastructure System, which is currently installed throughout the City of Corpus Christi. 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: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,758,706.45 $52,711.45 $1,811,417.90 Encumbered / Expended Amount $1,170,507.85 $0.00 $1,170,507.85 This item $63,724.30 $52,711.45 $116,435.75 BALANCE $524,474.30 $0.00 $524,474.30 Fund(s): Info Tech Comments: The amendment value is not to exceed $116,435.75, with an estimated expenditure of $63,724.30 funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Service Agreement Aclara AMENDMENT NO. 1 TO MASTER AGREEMENT This Amendment No.1 is entered into in duplicate effective as of the date last signed below by and between Aclara Technologies LLC ("ACLARA") and City of Corpus Christi ("Customer"). WHEREAS, ACLARA and Customer are parties to a certain Master Agreement made effective on October 22, 2013 (hereinafter "Agreement"); and WHEREAS, The Parties desire to modify certain term language contained in the Maintenance Agreement attached to the Agreement as Exhibit D ('Maintenance Agreement"); and WHEREAS, The Parties desire to add updated schedules to the Maintenance Agreement; and WHEREAS, this Amendment modifies, alters or changes specific terms and conditions of the Agreement to reflect the changes in services being purchased; NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter expressed the parties hereby agree as follows: 1. Section 1, Subsection Q of the Maintenance Agreement is hereby deleted and replaced with the following: Q. "Renewal Period" means each one or more consectuvie twelve (12) month periods following the Initial Term of this Agreement. 2. Section 2 of Maintenance Agreement is hereby deleted and replaced with the following: 2. Term of Agreement. Subject to the termination provisions set forth below, this Agreement shall become effective as of the Effective Date. Maintenance Services shall begin upon Delivery of the licensed Software; and shall continue in full force and effect for an initial term of five (5) years ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for four (4) successive twelve (12) month Renewal Periods unless earlier terminated by either Aclara or Customer as provided for in this Agreement. 3. Revised Schedule C to the Maintenance Agreement attached hereto is hereby incorporated into the Maintenance Agreement and replaces the former Schedule C in its entirety. 4. Revised Schedule D to the Maintenance Agreement attached hereto is hereby incorporated into the Maintenance Agreement and replaces the former Schedule D in its entirety. 5. Except as modified in this Amendment, the Agreement will remain in full force and effect. SIGNATURES ON FOLLOWING PAGE Page 1 of 5 Aclara IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date last signed below. Aclara Technologies L. City of Corpus Christi By By Name Robert Enyard Jr. Name Title Vice President Title Date - f ,r Date Page 2 of 5 Aclara SCHEDULE C SUPPLEMENTAL SERVICES OFFERED The following Supplemental Services are offered under the terms of this Maintenance Agreement: STAR A. STAR System Monitoring Service Tier 1 (Less than 1,000 endpoints) Tier 2 (1,001 to 10,000 endpoints) Tier 3 (10,001 to 25,000 endpoints) Tier 4 (25,001 to 50,000 endpoints) Tier 5 (50,001 to 100,000 endpoints) Tier 6 (Greater than100,000 endpoints) $ 2,000.00 $ 4,000.00 $ 6,000.00 $ 8,000.00 $10,000.00 Please contact Aclara for pricing Aclara's STAR System Monitoring service is designed to monitor end to end data transfer from meter/MTU's to and from DCU's to the NCC, and provide health status of your AMI system to minimize system downtime. Aclara will deliver a weekly diagnostic report that will identify issues which could affect the successful operation of the STAR system. The major components of the system that will be analyzed include: • Network Control Computer • Data Collector Units • Meter Transmitting Units • Handheld programmers. Aclara's proactive approach is to look for any condition out of the ordinary and will result in an immediate issue of a troubleshooting ticket and/or field work order based on the nature and severity of the condition. Example diagnostics include: • Battery voltage loss • Reading reception loss • File processing errors Customers will be notified about the issues found, the steps to be completed to solve the problem, and the escalation path. Aclara will provide: • A snapshot of the STAR system's health • Generation of incident tickets, investigation and if needed, scheduling of work orders • Notification that the issue has been resolved and confirmation that the STAR system is operating within established normal parameters. The STAR System Monitoring Service requires that Aclara have reliable remote connectivity to Customer's System. B. STAR® DCU Maintenance Service Tier 1 (Less than 15 DCUs) $ 500.00 per DCU per year Tier 2 (16 to 30 DCUs) $ 450.00 per DCU per year Tier 3 (31 to 50 DCUs) $ 400.00 per DCU per year Tier 4 (Greater than 50 DCUs) Please contact Aclara for pricing In addition to the above unit prices, Customer shall also be responsible for any associated rental equipment and delivery costs to access the DCU. Aclara's STAR® DCU Maintenance service is designed to provide for the on-site repair of any DCU that fails under normal operation after expiration of the standard DCU Warranty. Page 3 of 5 Acalra — Corpus Christi The Service covers all electronics, the Aclara provided WAN module and solar cell, but excludes the mounting frame, mounting hardware and battery. The Service does not include maintenance or repairs attributable to the unauthorized attempt by Customer or any unauthorized person other than an authorized Aclara representative to repair or maintain a DCU. Maintenance or repairs resulting from casualty, catastrophe, extreme weather conditions or natural disaster (including lightening damage), accident, vandalism, civil unrest, war, misuse, neglect or negligence of Customer, or causes external to the DCU such as, but not limited to, failed or faulty electrical power, communication failure resulting from cell or other WAN network service interruption or any causes other than ordinary use. Maintenance or repairs to attachments or to any other devices not originally a part of the DCU and added without the prior written approval of Aclara. Repairs resulting from unauthorized changes, modifications or alterations of or to the DCU are not covered under this Agreement. Upon notification from Customer of DCU failure, Aclara will diagnose the DCU. If a failure occurs to a DCU covered under the Agreement, the unit will be repaired or replaced, at Aclara's option, at no additional cost to Customer. If the Customer has entered into a System Monitoring agreement with Aclara, Aclara will normally identify the problem as part of its System Monitoring and will take the necessary actions to correct the problem. The Customer is responsible for arranging access to DCU sites before Aclara can take action. Customer's electing the STAR® DCU Maintenance Service must purchase the service for all DCUs purchased by Customer; STAR® DCU Maintenance Service may not be purchased on an individual, case-by-case basis. Page 4 of 5 Acalra — Corpus Christi SCHEDULE D LEVEL OF MAINTENANCE SERVICES SELECTED Customer: City of Corpus Christi Address: 2726 Holly Road, Corpus Christi, TX 78415 1. Billing frequency is annually in advance. A. Yearly Maintenance ® 2014 $ (Paid) ® 2015 $ (Paid) ® 2016 $ (Paid) ® 2017 $ (Paid) ® 2018 $ (Paid) ® 2019 $ 15, 924.30 ❑ 2020 $ 16,720.52 ❑ 2021 $ 17,556.55 ❑ 2022 $ 18,434.38 B. Supplemental Services ® STAR System Monitoring Service $ 15,000.00 ® STAR® DCU Maintenance Service $ 32,800.00 2. Customer Designated Contact Information: Designated Contact Information Designated Contact Information Name Name Title Title Address Address Address Address Telephone _ Telephone Fax Fax Cellular Phone _ Cellular Phone Email Address Email Address Designated Contact Information Designated Contact Information Name Name Title Title Address Address. Address Address Telephone _ Telephone Fax Fax Cellular Phone Email Address Maintenance Agmt Cellular Phone Email Address Page 5 of 5 Aclara - Corpus Christi TX MASTER AGREEMENT This Master Agreement is made and entered into as of the date last signed (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Hornet Drive Hazelwood, MO 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Purchaser") Collectively, Aclara® and Purchaser may be referred to as "Parties". Whereas, Aclara has developed certain proprietary equipment and software which together constitute the Aclara ® Technology System which performs automatic meter reading and collects metering data utilized by providers of electricity, gas and water to consumers; Whereas, Purchaser desires to acquire from Aclara an upgrade to its Aclara Technology System utilized by Purchaser for automated meter reading of residential, industrial and commercial utility meters and for other purposes; Now Therefore, in consideration of the mutual covenants set forth herein, and intending to be legally bound, the Parties agree as follows: 1. Definitions. The following words and phrases shall have the following meanings for the purposes of this Master Agreement. A. "Master Agreement" means this document and the following Exhibits all of which are attached hereto and made a part hereof, and any amendments, modifications or supplements thereto or attachments incorporated therein: 1) Exhibit A, Statement of Work 2) Exhibit B, List of Deliverables and Pricing 3) Exhibit C, Software License Agreement 4) Exhibit D, Maintenance Agreement 5) Exhibit E, Aclara Equipment Warranties B. "Aclara Licensed Software" shall have the meaning as it is defined in Exhibit D, Software License Agreement. C. "Aclara Personnel" means all employees of Aclara, Aclara's subcontractors and their employees, or any other personnel assigned by Master Agreement- Rev 3 - 7.18.13 Page 1 of 16 Aclara — Corpus Christi TX Aclara to provide work pursuant to this Master Agreement. Aclara Personnel shall not include any Purchaser Personnel. D. "Aclara STAR System" means the AMI system comprised of: 1) the Hardware purchased from Aclara by Purchaser under this Agreement; and 2) the Software licensed by Aclara to the Purchaser under the terms of this Agreement and Exhibit C, Software License Agreement. E. "Commercially Reasonable Efforts" means taking such steps and performing in such a manner as a well managed company would undertake where it was acting in a determined, prudent and reasonable manner. F. "Contract Manufacturers" means those entities that manufacture proprietary Aclara designed transponders, substation control equipment and other equipment. G. "Deliverables" mean the Equipment, Software and Services listed on Exhibit B, List of Deliverables, Pricing and Delivery Dates. H. "Delivery" means, in the case of Equipment purchased hereunder, the loading of the equipment on the means of transport of the carrier selected by Aclara pursuant to Section 10, below. "Delivery" means, in the case of Software provided hereunder, the remote installation of the Software by Aclara on the Purchaser -provided Designated Equipment, or, if applicable, upon the Delivery of the Designated Equipment provided by Aclara on which the Software is installed. "Delivery" means, in the case of Services provided hereunder, the periodic performance of such Services as described herein. I. "Equipment" means those products described on Exhibit B, List of Deliverables, Pricing and Delivery Dates that are manufactured by Aclara or by a Contract Manufacturer and denoted as "Equipment." J. "Hardware" means the Equipment and Third Party Equipment described on Exhibit B, List of Deliverables, Pricing and Delivery Dates. K. "Maintenance Agreement" means Exhibit D." L. "Project Schedule" shall mean the schedule developed in accordance with Section 3, below. M. "Purchaser Personnel" means all employees of Purchaser, Purchaser's subcontractors and their employees, or any other persons or entities assigned by Purchaser to provide materials, services or labor in furtherance of Purchaser's installation, deployment and use of Purchaser's Master Agreement- Rev 3 — 7.18.13 Page 2 of 16 Aclara — Corpus Christi TX STAR Technology System. Purchaser Personnel shall not include any Aclara Personnel. N. "Services" shall mean those services to be performed by Aclara as described herein. 0. "Software License Agreement" means the agreement, a copy of which is attached as Exhibit D, Software License Agreement P. "Third -Party Equipment" means the those products described on Exhibit B, List of Deliverables, Pricing and Delivery Dates that are not manufactured by Aclara or by a Contract Manufacturer and denoted as "Third Party Equipment." Q. "Third Party Licensed Software" shall have the meaning as it is defined in Exhibit D, Software License Agreement. R. "Work" means all obligations, duties and responsibilities of the Parties necessary to be performed by them in order to accomplish all of their respective obligations under this Master Agreement. 2. Work. Upon the effective date of this Master Agreement, Aclara shall provide all necessary equipment, software, management, supervision, materials, tools, supplies, facilities and resources necessary to perform its Work in accordance with the terms of this Master Agreement. Upon the effective date of this Master Agreement, Purchaser shall provide all necessary management, supervision, resources and materials required (but not to be supplied by Aclara hereunder) to perform its Work in accordance with the terms of this Master Agreement. 3. Project Schedule. Aclara and Purchaser shall meet as expeditiously as possible after the execution of this Agreement to discuss the Start -Up Checklist, the Project Schedule and related matters ("the Kickoff Meeting"). Account Managers from Aclara and Purchaser are responsible for monitoring the Start -Up Checklist and Project Schedule so that the delivery dates shown on Exhibits B and C and/or determined by mutual agreement are met. 4. Term A. The term of this Master Agreement shall become effective on the date last written below and shall continue in full force and effect (unless earlier terminated in accordance with this Master Agreement) until the Work has been completed. Notwithstanding such termination, certain rights and obligations arising under this Master Agreement, including, but not limited to those concerning indemnity, Dispute Resolution, and Limitation of Liability and the Software License Agreement, Non -disclosure Agreement and Maintenance shall survive the termination of this Master Agreement. Master Agreement- Rev 3 — 7.18.13 Page 3 of 16 Aclara — Corpus Christi TX The term of this Master Agreement may be extended by mutual agreement of the Parties. B. The Parties acknowledge that Purchaser may desire to purchase additional equipment following the completion of all Work (referred to herein as "Expiration") of this Agreement. In such case, any such purchases shall be at such prices and delivery shall occur on such dates as the Parties may then agree. All other terms and conditions contained in this Master Agreement shall apply to such purchases. 5. Time for Performance A. Aclara shall use Commercially Reasonable Efforts to deliver the Equipment and Software and provide the Services within the times set forth on Exhibits B and C or by mutual agreement. Purchaser understands and agrees that the ability of Aclara to make such deliveries and provide such Service within such times is dependent upon the timely issuance of Purchase Orders (if required) and timely performance of Purchaser's Work by Purchaser Personnel. Purchaser agrees that it will use Commercially Reasonable Efforts to cause Purchaser Personnel to perform their respective obligations in a timely fashion and to cooperate with Aclara in scheduling their respective Work. B. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by an act or omission of the other Party or such Party's Personnel. C. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by delays in shipment, delivery or taking receipt of any items sold hereunder, or loss or damage thereto, acts of God, acts of the other Party, acts of civil, regulatory or military authority, U.S. Governmental restrictions or embargoes, war, terrorism, riot, fires, strikes, flood, epidemics, quarantine, restrictions, default or delay by supplier, breakdown in manufacturing facilities, machinery or equipment, delays in transportation or difficulties in obtaining necessary materials, labor or manufacturing facilities due to such causes, or any other cause beyond a Party's reasonable control. In the event of such occurrence, performance shall be suspended to the extent made necessary by such forces, and the time for performance shall be extended by a period equal to the time of delay. Upon the occurrence of such an event the Party whose performance is adversely affected shall promptly notify the other Party of the nature and extent of the occurrence and the anticipated period of delay in performance. Any Party so adversely affected shall use all Commercially Reasonable Efforts to minimize the extent of the delay in performance. No event of Force Majeure shall apply to any obligation by either Party to pay money. Master Agreement- Rev 3 — 7.18.13 Page 4 of 16 Aclara - Corpus Christi TX D. If either Party causes a delay not otherwise excused hereunder in the progress of the Work, such Party shall use Commercially Reasonable Efforts (all without additional cost to the other Party) to complete its Work within the times set forth on the Project Schedule. 6. Purchase, Sale and License. Purchaser agrees to purchase the Hardware and Services and license the Aclara Licensed Software and the Third Party Licensed Software from Aclara. Aclara agrees to sell to Purchaser the Hardware and Services and to license the Aclara Licensed Software and the Third Party Licensed Software to Purchaser all at the prices and in the quantities set forth on Exhibit B and upon the terms and conditions set forth in this Master Agreement. 7. Maintenance Agreement. Aclara offers annual Maintenance and Supplemental Support Services to Purchaser (Licensee). A copy of Aclara's standard agreement for the provision of those services is set forth Exhibit E, Maintenance Agreement. Should Purchaser desire such services and fixed rates for optional support services, such Services will be provided by Aclara in accordance with the cost determined as provided therein. 8. Purchaser's Responsibilities A. Purchaser shall perform those tasks and assume those responsibilities specified herein and as set forth in this Master Agreement. B. Purchaser shall provide Aclara Personnel with such access to Purchaser's property and Personnel as may be necessary for Aclara to perform its Work. C. Purchaser shall devote sufficient time and resources, including qualified personnel, to perform its Work in accordance with this Master Agreement. D. Purchaser agrees that it shall insure that Purchaser Personnel cooperate with Aclara in the timely and efficient performance of Aclara's and Purchaser's respective obligations under this Master Agreement. 9. Invoicing and Payment A. Equipment. Aclara shall invoice for the Hardware listed on Exhibit B at the prices on Exhibit B upon Delivery. B. Services. Aclara shall invoice for the Services listed on Exhibit B at the prices on Exhibit B as follows: 1) Project Implementation Fee shall be invoiced upon execution of this Agreement. 2) All other Services will be invoiced as stated on Exhibit B. Master Agreement- Rev 3 - 7.18.13 Page 5 of 16 Aclara - Corpus Christi TX C. Payment. Purchaser shall pay Aclara invoices within thirty (30) days of the date thereof. Any amounts not paid when due shall bear interest at the lesser of 1 '/2% per month or the highest amount permitted by law until paid. 10. Title, Risk of Loss and Insurance. Hardware is sold CPT Destination (Carriage Paid to Destination as defined in accordance with INCOTERMS 2000). Title to and Risk of Loss of Equipment shall pass to Purchaser upon the loading of the Equipment on the means of transport of the carrier selected by Aclara. Carriage shall be arranged for by Aclara on usual terms for its account and Purchaser's risk. Aclara shall have no responsibility to arrange or pay for insurance against loss, damage or destruction occurring after loading of Equipment. 11. Sales and Use Taxes. Aclara shall invoice to Purchaser any applicable state, county or local safes or use taxes applicable to the Work. If Purchaser should determine that all or part of the Work is not subject to such taxes, then in such case, Purchaser shall provide to Aclara a Sales and Use Tax Exemption Certificate. 12. Substitution. Aclara shall have the right to substitute an item of Equipment for an item specified on Exhibit B provided that such substituted item is, in fact, functionally equivalent to the specified item. In the event of any such substitution, Aclara shall give Purchaser prompt written notice of its intention to make a substitution which notice shall set forth the reason(s) for such substitution and shall contain a statement that the substituted item is functionally equivalent to the specified item. 13. Warranties. In connection with the Deliverables, Aclara makes the following warranties: A. Equipment. Aclara warranties, with respect to Aclara equipment sold hereunder, are stated in Exhibit E, Aclara Equipment Warranties. B. Software. Aclara warranties, with respect to the STAR Software License sold hereunder, are stated in Attachment C, Aclara Software License Agreement C. Services. With respect to Services to be performed by Aclara under this Master Agreement, Aclara warrants that the Services shall be performed in a professional, competent and timely manner by Aclara Personnel appropriately qualified and trained to perform such Services. In the event of a breach of the foregoing warranty relating to Services occurs within twelve months from the date of the providing of such Services, Aclara shall, at its sole cost and expense, re -perform such Services. Master Agreement- Rev 3 - 7.18.13 Page 6 of 16 Aclara — Corpus Christi TX D. Except as specifically set forth herein, no warranty under any provision of this Master Agreement is made with respect to software or equipment items that have not been created or manufactured by Aclara or its Contract Manufacturers, such being subject only to the warranties made by their respective creators or manufacturers. Aclara shall not be responsible or liable for unauthorized modifications, alterations, misapplications, or repairs made to the equipment and/or software by Purchaser's Personnel or persons other than Aclara Personnel, or for damage thereto caused by negligence, accidents or use by Purchaser's Personnel or persons other than Aclara Personnel in violation of any provision of this Master Agreement. E. THE WARRANTIES SET FORTH IN THIS MASTER AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 14. Indemnity. For the purpose of this Section 14 only, "Purchaser Parties" shall mean Purchaser, its directors, officers, agents and employees, assignees, subsidiaries and affiliates, and each of them; "Aclara Parties" shall mean Aclara, its directors, officers, agents and employees, contractors and subcontractors at any tier, and the subcontractor's directors, officers, agents and employees, and each of them; and "Claims" shall mean claims, demands, suits or causes of action. The Parties obligations under this Section 14 shall not be limited to their respective insurance coverage. A. General lndemnity 1) Aclara shall indemnify Purchaser Parties for any and all loss or liability, including the costs of settlements, judgments, damages and direct expense including reasonable attorney's fees, costs and expenses arising from Claims, whether based on statute or regulation or on theories of contract, tort, strict liability, or otherwise, which are brought against one or more Purchaser Parties by or on behalf of persons other than Purchaser Parties involving injuries or damages to persons or property arising from or in any manner relating to negligent acts or omissions of Aclara Parties under this Master Agreement provided that: a. Purchaser promptly notifies Aclara in writing of such claims; b. Purchaser fully cooperates with Aclara in assisting in the defense or settlement of such claims; and c. Aclara has the sole right to conduct the defense of such claim or to settle such claim. Aclara shall defend at its own expense, with counsel of its choosing, but reasonably Master Agreement- Rev 3 — 7.18.13 Page 7 of 16 Aclara - Corpus Christi TX acceptable to Purchaser, any suit or action brought against Purchaser Parties based upon such Claims. 2) Further, provided that Purchaser promptly notifies Aclara in writing of any alleged violations described below, Aclara shall also indemnify Purchaser Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standards applicable to the Work arising from or relating to acts or omissions of Aclara Parties. Aclara's obligations under this Section 14.A.1) and 2) shall be reduced to the extent of the negligence, gross negligence or willful misconduct of Purchaser Parties. 3) Purchaser shall indemnify Aclara Parties for any and all loss or liability, including the costs of settlements, judgments, damages and direct expense including reasonable attomey's fees, costs and expenses from Claims, at law or in equity, whether based on statute or regulation or on theories of contract, tort, strict liability, or otherwise, which are brought by or on behalf of persons other than Aclara Parties for injuries or damages to persons or property arising solely from or in any manner solely relating to acts or omissions of Purchaser Parties under this Master Agreement provided that: a. Aclara promptly notifies Purchaser in writing of such claims; b. Aclara fully cooperates with Purchaser in assisting in the defense or settlement of such claims; and c. Purchaser has the sole right to conduct the defense of such claim or to settle such claim. Nothing herein shall waive or limit the Purchaser's defense of governmental immunity as a bar to Purchaser Parties' liability for Claims described above and nothing herein shall waive or limit the Aclara Parties' right to assert a defense of governmental immunity as a bar to liability for Claims described above that arise from acts or omissions of Purchaser Parties. 4) Purchaser shall defend at its own expense, with counsel of its choosing, but reasonably acceptable to Aclara, any suit or action brought against Aclara Parties based upon such Claims. Further, provided that Aclara promptly notifies Purchaser in writing of any alleged violations described below, Purchaser shall also indemnify Aclara Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standards applicable to the Work arising from or relating to acts or omissions of Purchaser Parties. Master Agreement- Rev 3 - 7.18.13 Page 8 of 16 Aclara — Corpus Christi TX 5) Purchaser shall require any contractor and subcontractor (other than Aclara) working on the Aclara STAR System to name Aclara as an additional insured. Purchaser's obligations under this Section 14. A. 3) and 4) shall be reduced to the extent of the negligence, gross negligence or willful misconduct of Aclara Parties. A. Intellectual Property Indemnity. Aclara shall defend, indemnify, save and hold harmless Purchaser from and against any claims, losses, damages, fees, costs and expenses incurred by Purchaser arising out of or in connection with a third party's claim of infringement or alleged infringement of any United States patent, copyright, trademark, trade or business secret, service mark or any other proprietary right based solely on the use or design of any Equipment furnished or the Aclara Licensed Software licensed hereunder and used by Purchaser strictly in accordance with the terms of this Master Agreement provided that: 1) in the case of Aclara Licensed Software, it is the latest released version of the Aclara Licensed Software; 2) Purchaser promptly, and in any event, within ten (10) days of becoming aware of the claim, notifies Aclara in writing of such claims; 3) Purchaser fully cooperates with Aclara in assisting in the defense or settlement of such claims; and 4) Aclara has the sole right to conduct the defense of such claim or to settle such claim. B. In addition, in the event any such Equipment furnished or Aclara Licensed Software licensed hereunder are held in such suit to be infringing or misappropriating or their use by Purchaser is enjoined or limited in any manner, or Aclara believes that such holding or enjoining is likely, Aclara shall at its expense: 1) procure for Purchaser the right to continue use of such Equipment or Aclara Licensed Software, or 2) replace or modify the same with an equivalent non -infringing product with functionality substantially similar to the product it is replacing. Notwithstanding the foregoing, Aclara shall not be liable for any claim based on the combination or use of the Equipment or Aclara Licensed Software with any other equipment or software not supplied or authorized by Aclara, or any claim based on Purchaser's possession or use of any altered version of the Equipment or Aclara Licensed Software unless such alteration has been performed or expressly authorized by Aclara. Master Agreement- Rev 3 — 7.18.13 Page 9 of 16 Aclara - Corpus Christi TX 15. Confidentiality. A. The Parties understand they may exchange information which they deem to be confidential. Purchaser agrees that confidential information provided as a result of this Master Agreement, the Software License Agreement, Maintenance Agreement, and all related information (collectively, the "Information") constitute confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and confidential. Purchaser agrees as a condition of this agreement to keep the Information confidential and not to disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the information for the sole purpose of operating of the Aclara Technology System. Purchaser agrees to ensure that all persons who have access to the information are informed of the confidential nature of the Information and directly to comply with the terms of this provision. Purchaser's obligations with respect to confidentiality of the Information will survive the termination of this Agreement. B. Notwithstanding the foregoing, Purchaser may disclose confidential information if such information is required to be disclosed pursuant to a legal, regulatory or judicial order or requirement, provided the Purchaser shall promptly give Aclara notice of such order or requirement so that Aclara may seek reversal, rescission or modification of such order or requirement. If Aclara is successful in having such order or requirement reversed, rescinded or modified prior to the Purchaser's required compliance, no disclosure shall be made if the order or requirement is reversed or rescinded and, if such order or requirement is modified, disclosure shall be made only in accordance with such modified order or requirement. Any confidential information disclosed by the Purchaser pursuant to this paragraph shall, as between Aclara and Purchaser, remain subject to the duties and obligations with respect to confidential information set forth in this Agreement. C. Aclara acknowledges that Purchaser is subiect to the Texas Public Information Act, Texas Government Code Chapter 552 (the "Act"). Purchaser agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 16. Publicity. Neither Party shall, without the express written consent of the other Party, disclose any information or make any news release, advertisement, or public communication regarding this Master Agreement. Notwithstanding the foregoing, nothing in this Master Agreement shall prevent either Party from making such public disclosures as it, in its sole judgment, may deem appropriate Master Agreement- Rev 3 - 7.18.13 Page 10 of 16 Aclara - Corpus Christi TX to satisfy such Party's (or such Party's Parent's) disclosure obligations under any applicable law or requirement of any stock exchange. 17. Insurance. In the event that Aclara's obligations hereunder require or contemplate performance of Services by Aclara's employees, or persons under contract to Aclara, to be done on Purchaser's property, or property of Purchaser's customers, Aclara shall maintain: A. General liability insurance on a one million dollar ($1,000,000), per occurrence basis; and B. Statutory workers compensation insurance. Purchaser shall be named an additional insured or loss payee as its interest may appear on the policy referred to in a), above. 18. Termination for Convenience. Purchaser reserves the right, at any time, to terminate this Master Agreement, or any portion of the Work, for its sole convenience. Any such termination shall be effected by delivery of a written notice of termination to Aclara specifying the extent to which the Master Agreement and related Work have been terminated and the date upon which the termination shall be effective. The date of the effective date of termination shall be no earlier than 30 days from the receipt of the notice of termination by Aclara. Upon receipt of such notice, Aclara, shall in good faith and using all Commercially Reasonable Efforts, stop all work hereunder, and shall promptly take steps to cancel existing orders, contracts and subcontracts relating to the Work. A. In the event of such termination, Aclara shall be entitled to receive: 1) the contract price due Aclara for the Work performed, the equipment delivered, the Software licensed and the Services performed; 2) the contract price for Equipment manufactured but not delivered prior to the effective date of termination if Purchaser desires to purchase such Equipment; 3) all costs reasonably incurred by Aclara prior to the effective date of termination including, but not limited to, labor, materials and overhead not covered under 1) or 2), above; 4) the reasonable cost of termination reasonably incurred by Aclara in accordance with Purchaser's termination notice which costs shall include the reasonable cost incurred by Aclara in preparing any termination settlement proposal; and 5) Fifteen percent (15%) of the amounts payable under 3) and 4), above. Master Agreement- Rev 3 - 7.18.13 Page 11 of 16 Aclara - Corpus Christi TX B. No costs incurred after the effective date of the notice of termination shall be treated as a reimbursable cost unless it relates to performing the portion of the work not terminated, or taking measures reasonably required to comply with Purchaser's notice of termination in a prudent and business -like manner. 19. Termination for Cause A. Purchaser may terminate this Master Agreement upon delivery to Aclara of a written notice of termination. Such notice of termination shall be given to Aclara at least ten (10) days prior to the effective date of such termination. Such notice of termination may be given for any one of the following reasons: 1) If Aclara shall become insolvent, commit any act of bankruptcy, make a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors; or 2) if a receiver, trustee or liquidator of any property or income of Aclara is appointed; or 3) if Aclara a. defaults in any material manner in the performance of Aclara's obligations under any of the terms, provisions, conditions or covenants contained in this Master Agreement and b. further fails within thirty (30) days (or within such longer period as may be otherwise mutually agreed) after written notice thereof from Purchaser to take reasonable steps to remedy such default; B. Purchaser shall be permitted to pursue any and all rights and remedies available hereunder or at law or in equity without terminating this Master Agreement for cause. In the event of termination for cause by Purchaser, Aclara shall be paid only the portion of the compensation related to Work performed prior to the effective date of termination. Aclara shall also be subject to any claim Purchaser may have against Aclara under other provisions of this Master Agreement, or as a matter of law. C. Aclara may also terminate this Master Agreement upon delivery to Purchaser of a written notice of termination. Such notice of termination shall be given to Purchaser at least ten (10) days prior to the effective date of such termination. Such notice of termination may be given for any one of the following reasons: Master Agreement- Rev 3 - 7.18.13 Page 12 of 16 Aclara — Corpus Christi TX 1) If Purchaser shall become insolvent, commit any act of bankruptcy, make a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors; or 2) if a receiver, trustee or liquidator of any property or income of Purchaser is appointed; or 3) if Purchaser: a. defaults in any material manner in the performance of Purchaser's obligations under any of the terms, provisions, conditions or covenants contained in this Master Agreement and b. further fails within thirty (30) days (or within such longer period as may be otherwise mutually agreed) after written notice thereof from Aclara to take reasonable steps to remedy such default. D. Purchaser shall also be subject to any claim Aclara may have against Purchaser under other provisions of this Master Agreement, or as a matter of law. 20. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 21. Representations A. Aclara represents and warrants the following: 1) Aclara has the authority to execute, deliver and perform its obligations under this Master Agreement; 2) The execution of this Master Agreement by the individual listed on the signature page and the delivery and performance of this Master Agreement by Aclara have been duly authorized by Aclara; 3) Aclara is an entity duly organized, validly existing and in good standing under the laws of the State of Missouri; Master Agreement- Rev 3 — 7.18.13 Page 13 of 16 Aclara — Corpus Christi TX 4) With respect to Equipment sold hereunder, such Equipment will be free from any liens and encumbrances and when Delivered will be owned by Purchaser; and 5) With respect to the Licensed Software, Aclara has the right to grant to Purchaser the rights intended to be granted under this Master Agreement and Exhibit D, Software License Agreement. B. Purchaser represents and warrants the following: 1) Purchaser has the authority to execute, deliver and perform its obligations under this Master Agreement; 2) The execution of this Master Agreement by the individual listed on the signature page and the delivery and performance of this Master Agreement by Purchaser have been duly authorized by Purchaser; a. Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Texas; and b. Purchaser has obtained all required regulatory approvals to enter into and to perform its obligations under this Master Agreement. 22. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery of certain types of damages by both parties. Notwithstanding anything contained herein to the contrary, the total aggregate liability of Aclara to the Purchaser for any and all liability arising out of or in connection with this Master Agreement, including the Software License Agreement shall be limited to the aggregate sum of payments made by Purchaser to Aclara under this Master Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive the termination or expiration of this Master Agreement and the Software License Agreement. 23. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to be given sent by United States registered or certified mail, postage prepaid, to the respective Parties at the addresses shown below. Notices so given shall be deemed received three business days from the date of deposit in the U. S. Mails. A. If to Aclara: Contract Administration Aclara Technologies LLC 945 Hornet Drive St. Louis, MO 63042 Master Agreement- Rev 3 — 7.18.13 Page 14 of 16 Aclara - Corpus Christi TX With a copy to: General Counsel ESCO Technologies Inc. 9900A Clayton Road St. Louis, MO 63124-1186 B. If to Purchaser: City of Corpus Christi Attn: Ron Dubuque, IT Director 2726 Holly Road Corpus Christi, TX 78415 24. Compliance with Laws. Aclara shall comply with all applicable federal, state and local laws, and ordinances ("Laws") in the performance of its duties under this Master Agreement. Specifically: A. Nondiscrimination and Employment Practices. In connection with the performance of this contract, Aclara agrees to become informed of and comply with all laws and/or regulations that are applicable to employment of Aclara personnel performing under this Agreement. Aclara further agrees that it will not discriminate on the basis of race, religion, color, sex, national origin, age or handicap and that it will become informed of and comply with all laws and/or regulations pertaining thereto. B. EEO and Small Business Compliance Clauses. During the performance of this Agreement, if applicable, Aclara agrees as follows: Aclara will comply with all applicable provisions of and, if required, furnish all information and reports required by Section 503 of the Rehabilitation act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212), as amended, the Americans with Disabilities Act (ADA) including the ADA Amendments Act , the Federal Executive Order No. 11246, as amended, the regulations at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, " and of the rules, regulations, and relevant orders of the Secretary of Labor. Such acts, amendments, rules, regulations and orders are incorporated herein by reference. 25. Dispute Resolution. Both Parties agree to attempt to settle any dispute arising out of this Master Agreement through good faith consultations and negotiations. If those attempts fail, the parties may pursue any other available legal remedies. 26. Waiver. No waiver of any term of this Agreement by either party shall be deemed to be a further or continuing waiver of any other term of this Agreement. Master Agreement- Rev 3 - 7.18.13 Page 15 of 16 Aclara — Corpus Christi TX 27. Governing Law. This Agreement shall be govemed by the laws of the State of New York, U.S.A. 28. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 29. Independent Contractor. Aclara agrees to perform and provide the Work in connection with this Master Agreement as an independent contractor and not as a subcontractor, agent or employee or Purchaser, its parent, subsidiaries, or affiliates. 30. Entire Agreement. This Master Agreement including Exhibits A, B, C, D and G constitute the entire agreement between the Parties with respect to the subject matter hereof. There are no oral agreements or representations or additional written materials that revise or supplement the terms of the Master Agreement. No modification, amendment, revisions or supplements to this Master Agreement shall be enforceable unless in writing, signed by both Purchaser and Aclara. IN WITNESS WHEREOF, the Parties have executed this Master Agreement as of the date last signed below. Aclara Technologies LLC By: Name: Terry M. Messmer 4,Def Title: Sr. VP, Financg. & IT 7/M' , Date: City of By: Name: Title: Date: C isti I, L1 MEM }b 127 Master Agreement- Rev..; — 7.18.13 Page 16 of 16 ait ACLARA AclaraTechnologies of ESCO EXHIBIT A STATEMENT OF WORK Project Name: STAR Technology System Upgrade (°Project") - Corpus Christi, TX This Statement of Work ("SOW") and the terms and conditions of the Agreement describe the Services to be provided to Purchaser in support of the Project as authorized by Purchaser by signing this Statement of Work. Scope of Work ACLARA will upgrade the STAR Technology System, including hardware on the Purchaser approved and supplied assets and software on the ACLARA provided hardware, to support various use of the components and applications defined in Attachment 1, section 1.1. More detailed requirements will be developed during the requirements task of the project, but will remain consistent with Attachment 1, unless mutually agreed by Purchaser and ACLARA. This Statement of Work addresses the Implementation Services required of the Project. It is mutually understood that business requirements, resources and dates may change subject to the applicable terms of this Statement of Work and that any such material change requested by Purchaser or as a result of Purchaser inability to provide agreed upon resources and perform its other responsibilities set forth herein or the result of Purchaser errors or omissions may result in a Change Order in accordance with the Change Order Procedure as defined in Attachment 3. It is understood by ACLARA and the Purchaser that any material changes to scope, will be addressed through a formal change order process. Material changes are those which specifically will impact budget, scope, timeline and/or resources 1. Prosect Approach The ACLARA Professional Services Team will perform work for Purchaser for the duration of the Project. The ACLARA Professional Services Team assigned to this Project will implement the ACLARA tasks described in this document. The ACLARA Professional Services Team will work at designated U.S. Purchaser facilities and from remote locations. The scope of the: services engagement for this statement of work is set forth in the attached Attachment 1, hereto: Attachment 1 also includes certain Responsibilities and Assumptions that are the responsibility. of Purchaser. In addition to the tasks specified in Attachment 1 hereto, Purchaser agrees to provide appropriate Project resources, including but not limited to data, information, and appropriate and cooperative personnel, to facilitate the performance of the Services. Purchaser shall designate a Project Manager to work with the ACLARA Professional Services Team to facilitate the provision of the Services. Once the contract is signed, ACLARA and Purchaser will assign resources to the project. The ACLARA Professional Services Team will work on the Project, and provide support as specified by the scope of work. 2. Assumptions and Responsibilities Project Assumptions and Responsibilities are set forth in Attachment 1. Should Purchaser fail to fulfill those that are applicable to Purchaser, the estimated level of effort, timeline and scope may be subject to change. 3. Scope Estimates ACLARA will support the Project by providing an ACLARA Professional Services Team to complete the scope of work defined in Attachment 1, ACLARA's estimate of the level of effort is based on the following: Corpus Christi SOW 1 Confidential ACLARA AclaraTTchnoIogies of ESCO • Information provided by Purchaser to ACLARA • ACLARA's understanding of the project scope, based on Purchaser information Should the information provided by Purchaser be inaccurate or should ACLARA gain additional information during the Project, the estimated level of effort, timeline and scope may be subject to change. Professional Services rates that apply to Change Orders are set forth in Attachment 2. 4. Changes Any change to this Statement of Work shall be subject to mutual written agreement of the parties and shall be made in accordance with Attachment 3 hereto, Change Order, which is hereby incorporated by reference. ACLARA shall not commence work on any such change unless and until the change has been agreed to in writing by both parties. IN WITNESS WHEREOF, the parties have so agreed as of the date written above. Accepted By: Accepted by: ACLARA Technologies LLC (ACLARA) City. of Corp risti (Purchaser By: --72.4.-7�! I .Uh4 By: Print name: Terry M. Messmer Print : me: }4t'1a.el B& W ✓c(. Title: Sr. VP Financefil IT Title: ck,-- J6y«J Date: 7/it ti Date: 10/ l 2 q- i Attachment 1 = Project Definition Attachment 2 = Rate Schedule Attachment 3 = Change Order Procedure Corpus Christi SOW 2 Confidential AclaraTrchnologiPs of ESCO Attachment 1 to Statement of Work Project Definition 1.0 STAR Technology Project Scope Included in the purchase of a STAR System Upgrade are the Professional Services efforts required to analyze the location of DCU sites, complete the installation of DCUs and support System Acceptance. The purpose of this document is to outline the tasks and deliverables of the ACLARA Professional Services team, and provide the customer an overview of the responsibilities and time commitment that will be required of their staff. To ensure the quality and predictability the upgrade, ACLARA will follow the standard methodology outlined in Section 2 to implement the scope defined in Section 1. 1.1 Project Scope The items listed below are those that are included in the Project Scope. This statement of work assumes all scope will be implemented during the project timeframe defined in the Project Plan. If Purchaser chooses to delay implementation of some of the tasks, there may be an additional charge. STAR Technology for Water DCU Installation Installation labor and hardware for 15 new Data Collection Units and upgrading 61 existing Data Collection Units MTU Programmer Configuration of handheld units purchased by Corpus 1.2 Interface Scope This Statement of Work does not provide scope for any interface changes. 1.3 Out of Scope Areas In the event Purchaser requires Services on any of the Out of Scope areas, ACLARA could provide such Services as Additional Services through a separate Statement of Work or change order. 2.0 Project Approach The ACLARA delivery approach can be described within the below project phases. Each phase is described with an objective, team responsibilities and deliverables. Corpus Christi SOW 3 Confidential let ,ALARA Aclera Technologies or ESCO Project Kickoff Requirements Configuration & Testing & Cutover & & Design Network Deploy Training Transition Project Kick -Off Phase Objective: This phase includes project planning with the Purchaser's project manager, team introductions and timeline review and review of the Purchaser's goals and objectives. ACLARA will Jointly confirm the project scope, define the project team organization and develop the communication plan. Entry criteria for this phase are defined as the signature of the contract, the assignment of an ACLARA Project Manager and setting an agreed upon Project IGckoff start date. This phase would be complete once the project teams have been defined, the kickoff meeting has occurred and the project plan has been reviewed. Deliverables: 1. Communication Plan — Includes project contact list, escalation plan and project meeting logistics 2. Project Plan - Lists the different phases and tasks, important milestones, approximate duration for each task, resource requirements and projected start/end dates. Requirements and Design Phase Objective: The implementation process begins with the confirmation of planned DCU locations. All product hardware and requirements will be finalized and product orders submitted. DCU Network If required, propagation studies wilt be completed in order to finalize the installation plan for all DCU's. If DCU locations change from existing sites, the Purchaser will be responsible for securing Site Agreements. Deliverables: 1. Propagation Study — final recommendation for placement of DCU's based upon site surveys and network analysis. Configuration and Network Deploy Objective: The Configuration and Network Deploy project phase may overlap part of the Requirements and Design phase beginning with installation of the DCU's. The goal of this project phase is to complete all tasks needed to prepare for System Acceptance Testing. DCU Network The DCU network will be installed, configured and validated. It is the Purchasers responsibility to dispose of the existing DCU's. Hand Held Hand Held configuration will be completed. Deliverables: 1. Installation of Data Collection Units — Physical installation as well as back haul connectivity. Corpus Christi SOW 4 Confidential ga► ACLAPA AciaraTechnorcares of ESCO 2. Configuration of Handheld Units — Configuration of Handheld software on new devices 3. Test Plan — Lists test cases to be executed during System Acceptance Testing along with testing logistics. Testing Objective: The testing phase will validate the functionality of the system. Once training DCU's are installed, the Purchaser will begin System Acceptance Testing. It is the responsibility of the Purchaser to install all MTU's per the ACLARA installation specifications and to correct any MTU installations not installed per the ACLARA Installation specifications. Once a minimum of 500 MTU's are installed, and ACLARA has met all Acceptance Testing preconditions described in the ACLARA Master Agreement, System Acceptance Testing can begin. ACLARA will assist the Purchaser with System Acceptance Testing. ACLARA.will create a test pian, which will include the test cases to be conducted during System Acceptance Testing. ACLARA will support the Purchaser as they execute the System Acceptance Test.,cases. The Purchaser will provide a signed Acceptance Certificate following completion of testing signifying acceptance of the product. The signed Acceptance Certificate acknowledges that ACLARA products function as expected and concludes System Acceptance Testing. Entry criteria for this phase are defined as successful installation of the DCU's and the handheld devices. This phase would be completed once all Test.Cases have been completed, Severity 1 and Severity 2 issues have been resolved, or a work -around identified, and the Acceptance certificate is signed. ACLARA may defer implementation of the changes for severity level 3 and 4 issues to a later product release cycle. Severity levels have been defined below and apply to issue prioritization throughout the engagement. - Mg.mA,. . '• _ .. r ,' • . - . ,: 4 -.ot2 nr`,=' LAVa,y - � c�ititi Y� �7�rt.' 0'E +, 1 Requires immediate attention —Service is lost or degraded for all users preventing operation 6f business 2 Requires priority attention= Service is lost or degraded for single or small number of users, affecting significant business functionality 3 Requires attention — Users are able to continue business operations, but a problem or issuetias been identified that affects operation of business 4 There is a problem or issue that does not affect operation of business Deliverables: - 1. Signed Certificate of Acceptance - ACLARA will deliver the Certificate of Acceptance to the Purchaser after the completion of System Acceptance Testing. The certificate will be signed by.the-Purchaserto signify the completion of System Acceptance Testing. Cutover & Transition Objective: Once Acceptance Testing is complete, the ACLARA Maintenance team will provide support to the Purchaser on production issues following System Acceptance. The ACLARA professional services team will transition any remaining open issues to the ACLARA maintenance and Account Management teams. Corpus Christi SOW 5 Confidential ACLARA AcaraTechno;ogios of £SCO 2.1 Project Timelines The schedules below present a high level overview of the Purchaser STAR Technology implementation schedule for the project. ACLARA will provide the Purchaser an actual start date once the signature of this SOW is received. ID 0 Task Name %Complete Duration Start Rntsh Predecessors 1 Corpus OCU STAR Upgrade 276 71 days Non 3118113 Mon e124/13 2 Project Kickoff & Pluming 0% 4days Mon 4115113 Thu 4118/13 3 M" Stood 9oVy 096 1 day Mon 4115/13 Mon 4/15/13 4 GL Conduct Kickoff 096 3 deers Tue 4/1613 Thu 4/18/13 3 5 OCU Rangling & Prop 0% 10 days Non 4/1/13 RI 4112113 6 i i 0Pdale R111100likrr 096 5 days Mon 4/1113 RI4/5/13 7 Review Paopogatbn with Cusimwr 016 1 day Mon 4/8/13 Mon 4/8113 6 8 I Ariake CCU LocaOorfs p% 4 days Tue 4/613 Al 4/12113 7 9 Order Prodigal 376 55 days Man 3/18/13 RI 513183 10 DcU's 23% 13 days Mao 3/18113 Mbd 413/13 14 M1U's 0% 16 days Fri 4710/13 Fri 910/13 19 ilandlgeld 011 49 days Tun 3011N3 Al 931/13 24 DCU stele 0% 24 days Mon 411113 Thu 511113 25 L'T'. Secure Field Resources 096 1 dry Mon 4/1113 Fen 4/V13 26 l Denim CCU Instal Ran 096 3 days Tue 412!13 Thu 4/4113 25 27 Review beta Fan wilt Qedamer 0% 1 day Fri 4/513 Ff14f5l13 26 28 $ Rwi1r Shite Deals 0% 1 day Thu 4/4/13 Thu 4/4/13 13 29 Redact Shipped to Customer 0% 3days Fri 4/5/13 The4/1113 26 30 $ Redact P ceived by Qnlomer 096 1 der Wad 4/10/13 Wbd 4/1G113 29 31 bshrl OQfs 0% 15 days Thu 4/11113 Wed 5/1/13 30,27 32 * Add t7Clfa b regubr monlnrhg schedule 0% 1 day Thu 502113 Thu 5/2113 31 33 MTU Intal for SAT 0% 15dayys Mon 5113/13 RI 931113 34 ltstal 500 Mllfs for MT 0% 15 days Fon 5/13/13 FM 931/13 29,32,18 35 Product Acceptance 8 Transition OIKr 38 drys Thu 5213 Yon 024/13 36 Review Tams of RoductAcceptance 096 0.5 days Thu 5/2/13 Thu 5/2/13 31 37 Conduct SAT 094 10 days Fon e/313 Fri 6/14/13 3234 38 Barter SAT -Nadia 096 2days Mon617/13 Tue6118/13 37 39 Sign Acceptance Certfieie 096 1 day Weed 6119113 Wad 81913 38 40 Salop TrafsiMon b Support Ran 096 2 days Thu 6/20/13 Al 8/21/13 3B 41 Transition Customer b Support 096 1 day Fon 82413 Man 624/13 40 2.2 Project Organization Purchaser agrees to provide appropriate Project resources including but not limited to, data, information, remote access, workspace and appropriate and cooperative personnel, all as necessary to facilitate ACLARA's performance of the Services. On-site workspace will be needed during travel to Purchaser for up to 3 ACLARA resources. Data and system access should be provided for up to 2 resources. Purchaser will allocate the following described personnel to the Project appropriate knowledge of the indicated area and the skills to perform the Purchaser tasks, and any additional personnel that may be necessary for Purchaser to perform its obligations under the implementation work plan. Corpus Christi SOW 6 Confidential figt ACLAPA Acta r8Techno•ogie, at ESCO • Project Manager • Field Resources to support site surveys, installations and troubleshooting • System Acceptance Testing Resources • 'To -be system administrators • Escalation Resources 2.2.1 Project Governance The Project will have sponsorship from Purchaser's senior management, who will be available on a timely and regular basis to monitor the Project progress and to act as a decision maker for policy decisions 3.0 Project Deliverables The tables contained in this Section list the key Deliverables of the Project. 3.1 Acceptance Procedure The acceptance procedure for all Deliverables outlined in this SOW will be as follows: • ACLARA will work with Purchaser personnel to gather input and complete Deliverables. • When complete, final Deliverables will be given to Purchaser. Purchaser should review and sign off by Purchaser utilizing a mutually agreed Acceptance Form. • The Acceptance Form should be physically signed (or electronically signed) indicating approval or disapproval within five (5) business days of receiving the deliverable. • If a Deliverable Is neither approved nor rejected within five (5) business days, ACLARA will escalate the issue in accordance with the escalation procedure. Any delay beyond the 5 day period for an acceptance or rejection may result in a project delay and additional charges • if Purchaser is not able to approve a Deliverable, Purchaser will provide ACLARA with a description of why the Deliverable cannot be approved. If required, the parties will meet to discuss the deficiency of the Deliverable in detail. • ACLARA will inform Purchaser if delays are to be incurred due to the Deliverable Acceptance forms not being signed and returned in a timely manner. 3.2 Accountability The following shows the key that is used to identify accountability for each deliverable: [R] Responsibility Indicates that the designated Party has responsibility and accountability for the applicable Deliverable or milestone. [Al Approve Indicates that the designated Party is responsible for reviewing and approving the content of the applicable Deliverable or milestone. Corpus Christi SOW 7 Confidential ACLARA AclaraTechno.owes cf ESCO The tables below describe the responsibilities and obligations of each Party with respect to each Deliverable listed in this Section. xrwaprprzf Communication Plan Project Plan R R v�/3'�3•3 th-£N Y!8.F,`�'nk:CL4.er...`J� Propagation Analysis Installation of Data Collection Units Configuration of Handheld Units Test Plan R A R A R R R System Acceptance Certificate A iur-- to r •a -e xf R Corpus Christi SOW 8 Confidential ACLARA AclaraTechnotog.es of ESCO Attachment 2 to Statement of Work Rates The following categories have been defined for the ACLARA Professional Services Team in the event of a change order: Professional Services Staff Hourly Rate Off -hours hourly rate On-call hourly rate Sr. Technical Advisor 250 375 120 Product Manager 200 300 120 Project Manager 195 290 120 Systems Engineer 165 240 120 Systems Analyst 165 240 120 DBA 185 270 120 Expenses: as incurred per visit Mileage: then -current IRS mileage rate A. Services will be charged at the applicable Rates as follows: 1) Standard Hourly Rates will apply to all service hours expended that do not exceed eight (8) consecutive hours during ACLARA's normal business hours of 6:30 a.m. - 6:00 p.m. Central Time, Monday through Friday, excluding ACLARA Holidays. 2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8) consecutive hours during ACLARA's normal businesshours of 6:30 a.m. — 6:00 p.m. Central Time, Monday through Friday excluding ACLARA Holidays. 3) On -Call service is a pre -arranged service by which Purchaser places a request to have an ACLARA staff member accessible for a specified time period. During the period for which an ACLARA staff member is accessible, On -Call Rates will be charged. If an ACLARA staff member must actually perforrrt services during the On -Call period, the services will be billed at the appropriate Hourly Rate or Off -Hours Hourly Rate, instead of the On -Call rate. This service will be provided remotely via a telecommunications Zink. B. If ACLARA is requested to travel to the Customer's site to provide Services, the costs and expenses associated with such travel will be borne by Customer and invoiced as set forth below. C. ACLARA reserves the right to change the above rates upon 30 days' notice. Changed rates shall not apply retroactively. Corpus Christi SOW 9 Confidential ACLARA Acler3Technologies of ESCO Attachment 3 to Statement of Work This Page intentionally Left Blank A SAMPLE CHANGE ORDER FORM FOLLOWS Corpus Christi SOW 10 Confidential M 1119 AC LARA AclaraTechnomoiac i.t ESCO Chancre Order Procedure Any change to a Statement of Work must be agreed upon in writing by both parties. The following procedure (whether requested by Purchaser or ACLARA) will be used to control all changes. All Requests for Change ("RFC') to the applicable Statement of Work must be made in writing and shall be submitted by the appropriate Project Manager. Each request should contain the following information: • The requested change; • Estimated impact, if any, on project schedule; and • The impact, if any, on the existing work product; • Estimated change, if any, in Services fees. The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned to the submitting party with written reasons for rejection and, as appropriate, any altematives. All approved RFC's will be incorporated into the Change Order to this Statement of Work. ACLARA will not perform any Services outside of the Statement of Work until the RFC has been signed by both parties. 1. Describe the requested change: 2. Define the impact, if any, on existing work product: 3. Define additional work product required as a result of the requested change, if any: 4. Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule, if appropriate. 5. Provide ari updated work pfoduct and payment schedule, if appropriate. Accepted By: Accepted By: ACLARA Technologies LLC (ACLARA) City of Corpus Christi (Purchaser) By. SAMPLE Print name: SAMPLE Title: SAMPLE Date: SAMPLE By: SAMPLE Print name: SAMPLE Title: SAMPLE Date: SAMPLE Corpus Christi SOW 11 Confidential Qty Unit Unit price ER ended Pike ACLARA - CORPUS CHRISTI TX CONFIDENTIAL ACLARA EXHIBIT B, LIST OF DELIVERABLES AND PRICING STAR® Fixed Network AMR System - City of Corpus Christi TX Date: 6/21/2013 Item Product Description A. DCU Conversion to 2 -Way 1 P/N 101 -9975J -T, J -Board 81 ea $ 186.15 $ 15,078.15 2 P/N 056-9975, 2 -Way Antenna Mast 61 ea $ 38.75 $ 2,363.75 3 P/N 070-9975F, Multi -Strand Cable 61 ea $ 51.75 $ 3,156.75 4 P/N 015-0052, Ligntening Arrestor 61 ea $ 60.30 $ 3,678.30 5 P/N 070-2570-25, 25' RF Antenna Cable 61 ea $ 71.43 $ 4,357.23 6 P/N 109-9975D, Antenna Base 61 ea $ 52.80 $ 3,220.80 7 P/N 073-0010, RF Antenna 61 ea $ 67.35 $ 4,108.35 8 Credit for G Boards 20 ea $ (98.20) $ (1,964.00) Subtotal $ 33,999.33 B. DCU Installations 9 Full Installation of DCU's 10 Upgrade of DCU II's to 2 -Way 11 Change out of G -Board 12 Bucket Truck Rental per week 13 Discount on DCU Installations 6 ea $ 1,000.00 $ 6,000.00 61 ea $ 750.00 $ 45,750.00 20 ea $ 150.00 $ 3,000.00 2 weeks $ 1,500.00 $ 3,000.00 1 ea $ (19,958.00) $ (19,958.00) Subtotal $ 37,792.00 GRAND TOTAL $ 71,791.33 ACLARA - CORPUS CHRISTI TX CONFIDENTIAL Aclara — Corpus Christi TX EXHIBIT C ACLARA® SOFTWARE LICENSE AGREEMENT This Software License Agreement is entered into as of the date last signed below (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Homet Drive Hazelwood, MO 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Licensee") Individually, Aclara® and Licensee may be referred to as "Party" and collectively as "Parties". Whereas, the Parties have entered into a Master Agreement of even date under which Aclara has agreed to sell and Licensee has agreed to purchase certain equipment and services; and Whereas, Licensee desires to obtain from Aclara, and Aclara desires to provide certain computer software and associated maintenance services as more fully described below: NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Master Agreement, and intending to be legally bound, the Parties agree as follows: 1. Definitions. The following words and phrases shall have the following meanings for the purposes of this Software License Agreement: A. "Software License Agreement" means this document and the following Attachments all of which are attached hereto and made a part hereof, and any amendments, modifications or supplements thereto or attachments incorporated therein: 1) Attachment A is a listing of Aclara Licensed Software, Third Party Licensed Software, Licensing Parameters, Third Party Software Not Licensed, and License Fees. B. "Aclara Licensed Software" means the software described on Attachment A as "Aclara Software". C. "Delivery" shall mean the remote installation of the Software on the Licensee -provided Designated Equipment, or, if applicable, upon the Aclara Software License Agreement — Rev 1 — 7.11.13 Page 1 of 8 Aclara — Corpus Christi TX Delivery of the Designated Equipment provided by Aclara on which the Software is installed. D. "Designated Equipment" means the computer equipment of Licensee in which Aclara loads the Licensed Software or the Licensee's back-up computer equipment and such additional equipment as Licensee may from time to time designate in writing, which such back-up equipment and such additional equipment shall meet Aclara's applicable specifications. E. "Documentation" means basic, descriptive, training and instructive materials pertinent to the Licensed Software. F. "Licensed Software" means the Aclara Licensed Software and the Third Party Licensed Software. G. "Licensing Parameters" means Central Processing Units (CPUs), Processors (including Sockets and/or Cores), Seats, Interfaces and End Points connected to the system (Meters, LCTs, CSTs, DSIs, etc.) and Utilities as set forth on Attachment A. H. "Master Agreement" means the agreement between the Parties of even date to which a copy of this Software License Agreement is attached as an Exhibit. I. "Multi-Utilitv" means a license under the Licensing Parameters of which the Licensee is allowed to read meters for another electric utility. J. "Object Code" means the instructions or statements comprising the Licensed Software expressed in machine-readable language, being the machine level representations that actually cause the computer to execute instructions and operations. K. "Peripheral Programs" mean computer programs which do not include any logic or code of the Licensed Software and which use the output of the Licensed Software as input to another computer program. L. "Software Release" for the purpose of this Agreement, Software Release means a release of licensed or available Software that includes Software Updates or Software Upgrades. Software Releases may also be developed to address updates of Third -party Software and Hardware products. M. "Software Update" for the purpose of this Agreement, Software Update means a modification or addition that, when made or added to the Software or Third Party Licensed Software, establishes material conformity of the Software or the Third Party Licensed Software to its Aclara Software License Agreement — Rev 1 — 7.11.13 Page 2 of 8 Aclara — Corpus Christi TX respective specification, i.e. bug fixes and/or enhancement to existing function. N. "Software Upgrade" for the purpose of this Agreement, means a modification or addition to Licensed Software that is beyond the scope of the definition of Software Updates; and that may be offered to Customer for licensed use and maintenance. If Customer requests Aclara to add a Software Upgrade of the Software licensed under this Agreement such Software Upgrade shall be incorporated by written Amendment. O. "Source Code" means a set of instructions expressed in human readable language from which the Object Code is derived. P. "Third Party Licensed Software" means the software described on the Attachment A as "Third Party Software—Included in this Software License Agreement." Q. "ACLARA Technology System" means the system comprised of: 1) the equipment purchased by Licensee from Aclara under the Master Agreement, and 2) the Licensed Software licensed to Licensee hereunder. 2. Grants of License. A. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee, and Licensee accepts, a fully paid, non-exclusive, non- transferable, perpetual (subject to termination as set forth herein), Object Code license to use the Licensed Software on the Designated Equipment solely in connection with use by Licensee of Licensee's Aclara Technology System. Third Party Licensed Software is sublicensed by Aclara to Licensee pursuant to sublicensing agreements with the respective third parties identified on Attachment A. B. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee, and Licensee accepts, a fully paid, non-exclusive, non- transferable, perpetual (subject to termination as set forth herein), license to use the Documentation solely in connection with its use of the Licensed Software. 3. License Fee. Upon Delivery of the Licensed Software, Aclara shall issue an invoice for the License Fee set forth on Attachment A. Such invoice shall be due and payable, without discount, within 30 days. The Licensee Fee is exclusive of all taxes imposed by any governmental agency based on Licensee's use or possession of the Licensed Software, including, but not limited to, state or local sales, use and personal property taxes, all of which shall be Licensee's sole responsibility. Aclara Software License Agreement — Rev 1 — 7.11.13 Page 3 of 8 Aclara — Corpus Christi TX 4. Restrictions on Use. Licensee's use of the Licensed Software and Documentation is restricted and limited as follows: A. Licensing Parameters. Licensee use of the Licensed Software is restricted to the Licensing Parameters. Use of the Licensed Software outside the Licensing Parameters is subject to the express written consent of Aclara and the payment of all required additional License Fees. B. Aclara Technology System. 1) Unless Licensee has a Multi -Utility license, Licensee's use of the Licensed Software and Documentation is restricted to Licensee's internal use solely in connection with Licensee's use of Licensee's Aclara Technology System. Licensee may not rent the Licensed Software or use the Licensed Software on a time share basis. This restriction is specifically applicable to any service or service bureau arrangement to which Licensee is, or may be, a party. Licensee shall not directly or indirectly, make the Licensed Software available to others. 2) If Licensee has a Multi -Utility license as stated in Attachment A to this Agreement, Licensee's use of the Licensed Software and Documentation is restricted to (i) Licensee's internal use solely in connection with Licensee's use of Licensee's Aclara Technology System and to (ii) Licensee's use in providing services to its customer/utilities. The customer/utilities to which the Licensee may provide services is limited to those that are identified in Attachment C, Licensee's List of Utility Customers. It is the obligation of Licensee to update such list no less frequently than annually. Licensee may not rent the Licensed Software or use the Licensed Software on a time share basis. C. Alteration. Licensee's use of the Licensed Software is limited in that Licensee is prohibited from altering, attempting to reverse engineer, attempting to decompile, or creating or attempting to create a derivative work from the Licensed Software. D. Copies. 1) Licensee's use of the Licensed Software is limited in that it may not copy the Licensed Software except for: a. use in the Designated Equipment; b. back-up purposes; and c. archival purposes. 2) All such copies shall include any copyright notices appearing in the Licensed Software. Aclara Software License Agreement — Rev 1 — 7.11.13 Page 4 of 8 Aclara — Corpus Christi TX 3) Licensee shall have the right to copy and to modify the Software Documentation to coordinate the Documentation with Licensee's own intemal training and working procedures. Aclara shall have no liability or obligation to Licensee with respect to any such modified Documentation and any additional costs incurred by Aclara in the integration of maintenance changes caused by such modifications shall be reimbursed to Aclara by Licensee. E. Compliance with Laws. Licensee's use of the Licensed Software is limited in that it must use the Licensed Software and the Documentation in accordance with all applicable laws and regulations of the United States and the States, Country and localities in which the Licensed Software and Documentation is used. F. Use on Designated Equipment. Licensee's use of the Licensed Software is restricted to use on the Designated Equipment. Should Licensee desire to transfer the operation of the Licensed Software to a computer other than the Designated Equipment, Licensee shall notify Aclara upon such transfer. Such computer must meet the specifications of the Designated Equipment. Upon such notification, such computer shall become the Designated Equipment. Under no circumstances may the Licensed Software be used for production purposes on other than the Designated Equipment. G. Temporary Use. Without notice to Aclara, Licensee may temporarily transfer the operation of the Licensed Software to a backup computer if the Designated Equipment is inoperative due to malfunction, or during the performance of preventive maintenance, engineering changes or changes in features or model until the Designated Equipment is restored to operative status and processing of the data already entered into the back up computer is completed. 5. Ownership of Licensed Software and Documentation. Aclara is the owner of the Aclara Licensed Software and Documentation. The Third Party Licensed Software is owned by the third parties named on Attachment A. Upon the cessation of use of the Licensed Software by Licensee or upon the termination of this Software License Agreement as herein provided, Licensee shall promptly return to Aclara all copies of the Licensed Software and Documentation or destroy same and provide to Aclara a certificate of destruction in form and content satisfactory to Aclara and executed by an officer of Licensee. 6. Warranty. Aclara's warranties with respect to the Licensed Software are as set forth in the Master Agreement. ACLARA MAKES NO WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE OTHER THAN THE WARRANTIES SET FORTH IN THE MASTER AGREEMENT. Aclara Software License Agreement — Rev 1 — 7.11.13 Page 5 of 8 Aclara — Corpus Christi TX 7. Term and Termination. A. The term of this Software License Agreement shall commence upon the installation of the Licensed Software in the Designated Equipment. Unless this Software License Agreement is terminated sooner as provided herein, this Software License Agreement shall remain in effect so long as Licensee continues to own and operate the Aclara Technology System and shall automatically and immediately terminate when that ceases to be the case for any reason. Aclara may terminate this Software License Agreement: 1) for any material breach or default by Licensee upon notice in writing to Licensee, specifying the breach or default by Licensee, and Licensee's failure to cure such breach or default within 30 days from the date of its receipt of such notice; 2) upon Licensee's ceasing to do business; 3) upon the dissolution of Licensee; 4) upon the filing of any petition for declaration of bankruptcy or insolvency by or against Licensee which is not withdrawn or dismissed within 30 days; or 5) upon the appointment of a receiver for Licensee. B. Licensee may terminate this Software License Agreement without cause at any time upon 30 days' notice in writing to Aclara. 8. Peripheral Programs. In order to make efficient use of the data generated by the Licensed Software, Licensee shall have the right to develop one or more Peripheral Programs. Aclara shall have no rights to or obligations with respect to Peripheral Programs. 9. Third Party Beneficiaries. With respect to the owners or licensors of Third Party Licensed Software, such owners or licensors are third party beneficiaries of this Software License Agreement. 10. Confidentiality. Licensee agrees that the Licensed Software, the Documentation and all related information (collectively, the "Information") constitutes confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and Confidential. Licensee agrees as a condition of this license agreement to keep the Information confidential and not to disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the Information for the sole purpose of operation of the Aclara Technology System. Licensee agrees to ensure that all persons who have access to the Information are informed of the confidential nature of the Information and directed to comply with the terms of this provision. Licensee's Aclara Software License Agreement — Rev 1 — 7.11.13 Page 6 of 8 Aclara — Corpus Christi TX obligations with respect to non -disclosure of the Information will survive the termination of this Agreement. Aclara acknowledges that the Licensee is subject to the Texas Public Information Act, Texas Government Code Chapter 552 (the "Act"). Licensee agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 11. Indemnity. The respective indemnity obligations of the parties, including Aclara's indemnity obligations relating to Intellectual Property are as set forth in the Master Agreement. It is the Parties' expressed intention that such provision shall be applicable to this Software License Agreement notwithstanding the termination or expiration of the Master Agreement. 12. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery by both parties of certain types of damages. It is the Parties' expressed intention that such provision shall be applicable to this Software License Agreement notwithstanding the termination or expiration of the Master Agreement. 13. Uniform Computer Information Transactions Act. The Uniform Computer Information Transactions Act (the "Act"), including any law that incorporates substantially all of the provisions of the Act, however titled, shall not apply to this Software License Agreement. 14. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 15. Notices. Any Notices required or permitted to be given under this Software License Agreement shall be given to the persons and in the manner provided in the Master Agreement. 16. Iniunctive Relief. Licensee agrees that notwithstanding anything contained herein to the contrary, in the event of a breach by Licensee of the terms of this Software License Agreement, or if Aclara has reasonable reason to believe that such a breach is imminent, Aclara shall have the unequivocal right to seek and Aclara Software License Agreement — Rev 1 — 7.11.13 Page 7 of 8 Aclara — Corpus Christi TX obtain timely injunctive relief against Licensee in order to protect Aclara's rights in and to the Licensed Software. 17. Governing Law. This Software License Agreement shall be governed by the laws of the State of Missouri, USA. 18. Survival. Expiration or Termination of the Master Agreement by either Party shall not affect the rights and obligations of the Parties of this Software License Agreement with respect to licensing and use of Software. This Agreement shall apply until the termination of this agreement by either Party in accordance with Section 7 herein. IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of the date last signed below. Aclara Technologies LLC By: l U �Yj14 Name: Terry M. Messmer Title: Sr. VP, Finance & IT Date: 7//j/3 City of Corpus Christi By: Ii ► •. Name: .1 • 1/1/11/1 Title: 1 &, '/ FV -C 6--'' Date: Aclara Software License Agreement — Rev 1 — 7.11.13 Page 8 of 8 Aclara — Corpus Christi TX EXHIBIT D MAINTENANCE AGREEMENT This Agreement is made and entered into as of the January 1, 2014 (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Hornet Drive Hazelwood, Missouri 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Customer') Individually, Aclara® and Customer may be referred to as "Party" and collectively as "Parties". Whereas, Customer and Aclara are parties to a STAR Network Services Agreement, effective January 1, 2010 under which Aclara provides maintenance and support services to Customer; and Whereas, Aclara has recently changed the manner in which it provides maintenance services to its customers; and Whereas, for the provision of such maintenance services, the Parties desire for this Maintenance Agreement ("Agreement") to replace the aforementioned STAR Network Services Agreement as of the Effective Date of this Agreement; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties agree as follows: 1. Definitions. For the purposes of this Agreement, the following definitions shall apply: A. "Aclara Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving, Christmas Eve, Christmas Day and New Year's Eve. B. "Aclara Technology System" (or "System") means the system comprised of, in part 1) the Hardware purchased from Aclara by Customer, and 2) the Software licensed by Aclara to Customer under the terms of the Software License Agreement. C. "Additional Services" means services offered by Aclara for improvements Aclara Maintenance Agreement Page 1 of 20 Aclara — Corpus Christi TX and/or enhancements to the Customer's System that are not covered by this Agreement, but may be offered and provided at the rates set forth on Schedule B hereto. D. "Classroom Training" means training offered by Aclara at its facility. E. "Customer Portal" means an electronic gateway to a secure entry point via Aclara's website at www.Aclara.com that allows Aclara customers to log in to an area where they can view and download information or request assistance regarding Issues with the System. F. "On -Site Maintenance Services" means Aclara providing Maintenance Services at the Customer's facility at the then current rates stated in Schedule B, Time and Material Rates, attached hereto. G. "Custom Enhancement" means any improvement, modification or addition that, when made or added to the Software or Third Party Licensed Software, changes its utility, efficiency, functional capability or application. Custom Enhancements are not included as part of this Agreement. H. "Customer Site Training" means Aclara providing its training at the Customer's facility at the then current terms and pricing published on the Aclara Customer Portal. The training may be customized to meet the Customer's needs. "Delivery" means, in the case of Software provided hereunder (and as applicable), (i) the remote installation of the Software by Aclara on the Customer -provided Designated Equipment; or (ii) delivery of the Designated Equipment provided by Aclara on which the Software is installed; or (iii) the loading of the software to an FTP site for Customer's availability to download. "Delivery" means, in the case of Services provided hereunder, the periodic performance of such Services as described herein. J. "Error" means any failure of Software to conform in all material respects to the requirements of this Agreement or Aclara's published specifications. Any nonconformity resulting from Customer's misuse, improper use, alteration or damage of the Software, the combination of the Software with any hardware or software not supplied by or authorized by Aclara, or any other condition beyond the control of Aclara, shall not be considered an Error. K. "Error Correction" means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the published specifications, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity Aclara Maintenance Agreement Page 2 of 20 Aclara — Corpus Christi TX L. "E-Leaminq" means on-line training offered by Aclara via the Internet. M. "Hardware" means the equipment supplied by Aclara which may include the Substation Communication Equipment (SCE), Remote Communications Equipment (RCE), Test Equipment, Meter Transmission Unit (MTU), Data Collection Unit (DCU) and MTU programmer. N. "Issue" means a problem with the System identified by the Customer, which requires a response by Aclara to resolve. 0. "Maintenance Services" means activities to investigate, resolve Issues and correct product bugs arising from the use of the Software in a manner consistent with the published specifications and functional requirements defined during implementation. P. "Patch" means a version of the Software that provides an Error Correction to address an urgent need that is outside the schedule of regularly released Software Revisions or Software Versions. Q. "Renewal Period" means each of one or more consecutive twelve (12) month periods following the Initial twelve (12) month Term of this Agreement. R. "Severity Level" means a designation of the effect of an Issue on the Customer's use of the System. The Severity of an Issue is initially defined by the Customer and confirmed by Aclara. Until the Issue has been resolved, the Severity Level may be raised or lowered based on Aclara analysis of impact to business. The four Severity Levels are: Severity Level Description 1 Requires immediate attention— Critical production functionality is not available or a large number of users cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available, therefore preventing operation of the business. 2 Requires priority attention - Some important production functionality is not available, or a small number of users cannot access the system. Causes significant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate In a limited fashion. 3 Requires attention —There is a problem or inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available such that the system can continue to operate fully and users are able to continue business operations. 4 There is a problem or issue with no loss of service and no business impact. Aclara Maintenance Agreement Page 3 of 20 Aclara — Corpus Christi TX S. "Software" means the software and firmware provided by Aclara, and listed in the Software License Agreement. All Software, Software Revisions and Software Versions provided by Aclara shall be subject to the terms and conditions of the Software License Agreement entered into by and between Aclara and Customer, including any amendments thereto. T. "Software Version" means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. Software Versions are not provided or included as part of this Agreement. U. "Software Revision" means an update to the released version of the Software code which consists of minor enhancements to existing features and code corrections. Software Revisions are provided and included as a part of this Agreement. V. "Supplemental Services" means the services set forth on Schedule C hereto, and offered at the prices set forth on Schedule C hereto. W. "Target Response" refers to the period of time between a Customer's initial contact with Aclara to report an issue (by phone, email or through the Customer Portal, thereby creating a ticket which has been assigned a number for tracking purposes) and Aclara's initial contact back to Customer to begin investigation of the reported Issue. X. "Third Party Licensed Software" shall have the meaning as it is defined in the Software License Agreement. Y. "Training Services" means all training provided by Aclara to the Customer, including but not limited to Classroom Training, E-Leaming Training and Customer -Site Training. 2. Term of Agreement. Subject to the termination provisions set forth below, this Agreement shall become effective as of the Effective Date. Maintenance Services shall begin upon Delivery of the Licensed Software; and shall continue in full force and effect for an initial term of one (1) year ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive Renewal Periods, unless sooner terminated by either Aclara or Customer as provided for in this Agreement. 3. Scope A. Software Maintenance. The Software maintained under this Agreement shall be the Software set forth in the Software License Agreement. Any additional Software for which a license is obtained by the Customer from Aclara Maintenance Agreement Page 4 of 20 Aclara — Corpus Christi TX Aclara shall be automatically incorporated into this Agreement and the pricing for Maintenance Services adjusted accordingly. B. Hardware Maintenance. The hardware maintained under this Agreement shall include those items identified in Section 1.M. above, which have been purchased by Customer from Aclara. C. Levels of Maintenance Services. Two (2) Levels of Maintenance are available to Customer under this Agreement. Each level is identified and described in Schedule A, Levels of Maintenance Services attached hereto and made a part hereof. Customer may, at its option, change the Level of Maintenance for any subsequent Renewal Period, provided Customer gives Aclara written notice of the requested change no less than thirty (30) days prior to the end of the Initial Term or then current Renewal Period. D. Maintenance Services Provided. Aclara shall provide Maintenance Services at the level selected by the Customer as designated in Schedule D, Level of Maintenance Services Selected. The following are included as part of this Agreement: 1) Aclara Software Revisions and Patches. Aclara shall provide Software Revisions and Patches to the Customer as they become available. In support of such Software Revisions and Patches, Aclara shall provide updated user technical documentation reflecting the Software Revisions and Patches as soon as reasonably practicable after the Software Revisions and Patches have been released. Updated user technical documentation that corrects Errors or other minor discrepancies will be provided to Customers when available. 2) Third Party Software Revisions. At the option of Aclara, periodic Software Revisions of the Third Party Licensed Software will be provided by Aclara without further charge provided the following conditions are met: (i) the Software Revision corrects a malfunction in the Third Party Software that affects the operation of the Software; and (ii) the Software Revision has, in the opinion of Aclara, corrected malfunctions identified in the Aclara Technology System and has not created any additional malfunctions; and (iii) the Software Revision is available to Aclara. Customer is responsible for obtaining and installing the Software Revision if the Third Party Software was not licensed to Customer by or through Aclara. Software Revisions to Third Party Licensed Software provided by Aclara are specifically limited to the Third Party Software identified and set forth in the Software License Agreement. Any associated Hardware or Hardware modifications required to support revisions of Third Party Software are not included under the terms of this Agreement. Aclara Maintenance Agreement Page 5 of 20 Aclara — Corpus Christi TX E. Response to Issues. Aclara will provide verbal or written responses to Issues identified by the Customer in an expeditious manner. Such responses shall be provided in accordance with the Target Response Times as defined in Schedule A, Level of Maintenance Services. F. Service Limitations. The Maintenance Services defined in this Agreement are applicable only to the Aclara Technology System, excluding third party equipment, and Third Party Software identified in the Software License Agreement. The following limitations apply to Maintenance Services under this Agreement. 1) New Software Versions are not included as a part of this Maintenance Agreement. Such Software Versions will be offered to Customer for additional fees and costs. 2) Services requested by Customer for assistance with installation or implementation of Software Revisions and Patches are not included in this Maintenance Agreement, but are offered to the Customer on a time and materials basis at the rates stated in Schedule B hereto. 3) System administration, database maintenance and recovery, server malfunctions, database backup processes, management and training services, repair of Hardware under warranty or master station computer equipment repair are not included as part of this Agreement. 4) Maintenance services shall be limited to the latest Software Revision, and the two previous Software Revisions provided to the Customer and currently maintained by Aclara in accordance with Section 4.E below. All code changes, Enhancements or fixes will be incorporated into the latest Software Revision or a future Software Revision. Aclara has no obligation to make code changes, Enhancements or fixes to previous Software Revisions. 5) Maintenance Services do not include costs incurred by Aclara while investigating problems that are the result of Customer's negligence, misuse, or unauthorized application, alteration, or modification of the Software, Hardware, or interfaces to the equipment configuration, which shall be invoiced to Customer on a time -and - material basis at Aclara's then current published rates. The current rates are set forth on Schedule B hereto. 6) Services offered outside of Maintenance Services as noted in Schedule C, Supplemental Services attached hereto are not included in this Agreement. Such additional services are available and may be provided upon Customer's request at the fixed price Aclara Maintenance Agreement Page 6 of 20 Aclara — Corpus Christi TX established on Schedule C, and if no fixed price is established, in accordance with the terms and rates provided in Schedule B hereto. 7) During Renewal Periods, certain follow-up training is provided as outlined in Schedule A, Levels of Maintenance Services. Additional training is available and may be purchased. Please contact Aclara Customer Support at 1-800-892-9008 for training requirements and fees. 8) Aclara shall consider and evaluate the development of Custom Enhancements for the specific use of Customer and shall respond to Customer's requests for Custom Enhancements or other additional services pertaining to the Software. Such Custom Enhancements or additional services shall be subject to a separate charge in accordance with Aclara's then in effect rates. The current rates are listed on Schedule B hereto. 9) Maintenance Services do not include any problem arising from the use of components manufactured or authorized by anyone other than Aclara as an interface or peripheral to the Software. 10) Maintenance Services do not include any problem resulting from the combination of the Software with such other programming or equipment unless such combination has been approved by Aclara. 11) Maintenance Services do not include any problem caused by changes to other software (including releases and patches), interfaces or systems connected to the Software including but not limited to changes of operating systems database servers, web servers, and communications software. 12) Maintenance Services do not include changes in workflow, practices, procedures, or processes that differ from the Software approved specifications. 13) Customer specific testing and reimplementation of Custom Enhancements are not part of this Maintenance Agreement Customer will be responsible to pay Aclara for time or other resources provided by Aclara to diagnose or attempt to correct any of the items set forth above in this Section 3.F., at Aclara's then current time and material rates. If Aclara incurs expense in servicing claims which are later shown to result from any of the above activities, Customer shall pay Aclara the costs associated with the performance of such service. Aclara's time and material rates are attached hereto as Schedule B. Aclara, in its sole discretion, may Aclara Maintenance Agreement Page 7 of 20 Aclara — Corpus Christi TX change these rates from time to time with thirty (30) days advance notice to Customer. 4. Customer Responsibilities A. Backups. Customer shall maintain a current backup copy of all Software and databases. Customer shall perform regular daily backups of its data, and weekly backups of its entire system maintained under this Agreement. B. Notification of Issues During the hours between 6:30 a.m. and 6:00 p.m. Central Time on Monday through Friday, excluding Aclara Holidays: 1) Customer shall provide Aclara with timely notification of any new System issues by one of three methods: a. By entering the problem on the Aclara Customer Portal (See Note 1 below); b. Contacting Aclara Customer Support at 1-800-892-9008; or c. Emailing the problem to supportAaclara.com Note 1: Customer's utilization of the Aclara Customer Portal is the preferred method for Issue notifications. 2) Premier Level. Selection of the Premier level of services provides technical support for Severity 1 and 2 issues, 24 hours per day; seven (7) days per week; 365 days per year. All Severity 1 and 2 notifications submitted between the hours of 6:00 p.m. and 6:30 a.m. Central Time (Monday through Friday, Weekends and Aclara Holidays) must be submitted through the Aclara Customer Portal. If Customer cannot readily access the Aclara Customer Portal, Customer may contact Aclara at the "800" number listed above. Premier Level Customers will receive priority treatment over Base Level Customer when resources are allocated to competing, same - priority issues. 3) Base Level. Selection of the Base level of services ensures tickets will be processed on the next business day within the normal business hours (6:00 p.m. and 6:30 a.m. Central Time) noted on Schedule A, Levels of Maintenance Service. If an emergency arises, Aclara does offer support for Issues arising during other than normal business hours at the Time and Material Rates set forth in Schedule B hereto. Aclara Maintenance Agreement Page 8 of 20 Aclara — Corpus Christi TX C. Technical Staff. Customer shall be responsible for maintaining sufficient suitably trained technical staff to operate and maintain the System on a day-to-day basis, including backing up the Software and report handling. Aclara training for designated contacts shall be made available to Customer. D. Support for Problem Investigation. Customer shall support all reasonable requests by Aclara as may be required in problem investigation and resolution. For troubleshooting purposes, Aclara may need remote system access to Customer's system. E. Maintain Current Software Revision. Customer shall install new revisions of defined Software in the production environment within six (6) months of receipt of the Software Revision. Customer shall maintain the required version of the Third Party Licensed Software, if applicable, specified by Aclara for each released Software Revision provided. Aclara Error Corrections will be provided on Aclara's latest release of the Software Revision. F. Additional Requirements. Customer is responsible for procuring, installing and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Software and obtain Maintenance Services from Aclara. G. Designation of Point of Contact. Customer shall assign an individual or individuals to serve as the designated contact(s) for all communication with Aclara during Issue investigation and resolution. H. Discovery of Errors. Upon discovery of an Error, Customer agrees, if requested by Aclara, to submit to Aclara a listing of output and any other data that Aclara may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. I. Test Environment. Customer should maintain a test copy of the Program and a separate test data base (other than Customer's production database) and shall test all new Software Revisions, Patches, Custom Enhancements, hotfixes and Error Corrections before integrating them into system productions. J. Technical Infrastructure Management. Customer shall manage hardware, software, network, storage, database, and peripheral devices for optimal operating performance and availability as required by end users. K. Proactive Monitoring. Customer shall regularly monitor the hardware, software and infrastructure that support the Software application. Customer shall define system (OS/Oracle) level event logging, notification and escalation procedures, and detect and react to events. Customer shall Aclara Maintenance Agreement Page 9 of 20 Aclara — Corpus Christi TX regularly monitor event logs, server logs, and other debug information generated by the application to proactively identify problems. L. Acceptance. On or before thirty (30) business days after Aclara's release of a new Custom Enhancement, hotfix or Error Correction that Aclara issues in response to an Error Report, Customer shall test and notify Aclara if there are any problems that need further resolution, or if Customer accepts the solution, Customer shall send such notification to Aclara's e-mail support address. If Aclara receives neither a request for further assistance nor an acceptance of the solution, the solution will be deemed accepted by Customer, and Aclara will have no further obligation to maintain the Software in its earlier form or version. Problems arising from the aforementioned items requiring further resolution will be included as part of this Agreement. M. Routine System Management. Customer shall monitor the system logs and database and perform routine system and database management to ensure proper system operation. 5. Payment and Charges A. Basis of Support Service Fee. Pricing for Maintenance Services is calculated based on the cumulative Software License Fee paid by the Customer. The cumulative Fee is identified in the Aclara Software License Agreement as amended during the term of this Agreement. Pricing for each Support Level during the Initial Term is detailed in Schedule D, Level of Maintenance Services Selected hereto. B. Billing Rate. The charge for the Service Level selected by the Customer and defined herein shall be at the annual Fee as identified in Schedule D, Level of Maintenance Services Selected hereof during the Initial Term of this Agreement. The annual Fee shall not be subject to adjustment during the Initial Term. Thereafter, during any subsequent Renewal Period, upon receipt of a 30 day notice, the Fee shall be subject to adjustment [not to exceed five percent (5%)] at the commencement of each Renewal Period. C. Currency and Taxes. Prices and charges stated herein are in U.S. dollars and are exclusive of Import Duties, Tariffs, Provincial, Federal, State, Municipal or other Government Excise, Sales, Use or like Taxes, all of which shall be Customer's responsibility. D. Suspension of Services due to Unpaid Invoices. In the event that any of the Charges remain unpaid for more than thirty (30) days after becoming due for payment, Aclara shall be entitled to withdraw the Maintenance Services. Aclara Maintenance Agreement Page 10 of 20 Aclara — Corpus Christi TX E. Billing Frequency. Charges for the services provided under this Agreement shall be invoiced annually in advance. Payment of all such invoices shall be due and payable within thirty (30) days of the date of invoice. F. Partial Services. Aclara reserves the right to invoice the Customer for any partial month services which may result from the Effective Date or date of termination of this Agreement, at a prorated charge. G. Reinstatement Fee. In the event that Customer terminates or elects not to renew this Agreement and subsequently wishes to reinstate it, in addition to paying Aclara's then current fees and charges, Customer shall also pay Aclara, a reinstatement charge. The reinstatement charge shall include a lump sum equal to the total fees and charges which would have been paid for the period of lapse had the lapse not occurred: provided, however that if the lapse period is three (3) years or longer, Aclara shall have the option at its sole discretion to refuse to reinstate said Agreement 6. Termination A. This Agreement may be terminated by either party at any time by not less than thirty (30) days prior written notice. B. Aclara shall have the right to terminate this Agreement at any time in the event of Customer's bankruptcy, insolvency, or any continuing non- payment for services in excess of thirty (30) days. C. If either party shall at any time commit any breach of any covenant or agreement herein contained, and shall fail to remedy any such breach within thirty (30) days after the other party provides written notice specifying in reasonable detail such breach, the other party may, at its option, terminate this Agreement by prior notice in writing to such effect. D. Aclara shall have the right to terminate or refuse Maintenance Services if, in Aclara's opinion, conditions at the equipment location represents a hazard to the safety or health of Aclara's personnel. 7. Warranties A. With respect to Services to be performed by Aclara under this Agreement, Aclara warrants that it will use reasonable care and skill in the provision of the Services. The Services shall be performed in a professional, competent and timely manner by Aclara Personnel appropriately qualified and trained to perform such Services. In the event of a breach of the foregoing warranty relating to Services occurs within twelve months from the date of the providing of such Services, Aclara shall, at its sole cost and expense, re -perform such Services. Re -performance of such Services Aclara Maintenance Agreement Page 11 of 20 Aclara — Corpus Christi TX shall be Aclara's sole liability and Customer's sole remedy for a breach of warranty. B. Except as expressly set out herein, all conditions and warranties, express or implied, statutory or otherwise (including but not limited to any concerning merchantability or fitness for a particular purpose) are hereby excluded to the extent permitted by law. 8. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery of certain types of damages. Notwithstanding anything contained herein to the contrary, the total aggregate liability of Aclara to the Customer for any and all liability arising out of or in connection with the performance of this Maintenance Agreement shall be limited to the then current annual Maintenance Services Fee paid by Customer to Aclara under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. This provision shall survive termination of this Agreement. 9. Excusable Delays. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by delays in shipment, delivery or taking receipt of any items sold hereunder, or loss or damage thereto, acts of God, acts of the other Party, acts of civil, regulatory or military authority, U.S. Govemmental restrictions or embargoes, war, terrorism, riot, fires, strikes, flood, epidemics, quarantine, restrictions, default or delay by supplier, breakdown in manufacturing facilities, machinery or equipment, delays in transportation or difficulties in obtaining necessary materials, labor or manufacturing facilities due to such causes, or any other cause beyond a Party's reasonable control. In the event of such occurrence, performance shall be suspended to the extent made necessary by such forces, and the time for performance shall be extended by a period equal to the time of delay. Upon the occurrence of such an event the Party whose performance is adversely affected shall promptly notify the other Party of the nature and extent of the occurrence and the anticipated period of delay in performance. Any Party so adversely affected shall use all Commercially Reasonable Efforts to minimize the extent of the delay in performance. No event of Force Majeure shall apply to any obligation by either Party to pay money. 10. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either Aclara Maintenance Agreement Page 12 of 20 Aclara — Corpus Christi TX owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 11. Waiver. No waiver of any term of this Agreement by either party shall be deemed to be a further or continuing waiver of any other term of this Agreement. 12. Governing Law. This Agreement shall be governed by the laws of the State of New York , U.S.A. 13. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 14. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to be given sent by United States registered or certified mail, postage prepaid, to the respective Parties at the addresses shown below. Notices so given shall be deemed received three business days from the date of deposit in the U.S. mails. If to Aclara: Aclara Technologies LLC Attn: Contracts Administration 945 Hornet Drive Hazelwood, MO 63042 With a copy to: ESCO Technologies Inc. Attn: General Counsel 9900A Clayton Road St. Louis, MO 63124-1186 If to Customer: City of Corpus Christi Attn: Ron Dubuque, IT Director 2726 Holly Road Corpus Christi, TX 78415 15. Confidentiality. The Parties understand that they may exchange information which they deem to be confidential. Customer agrees that the Licensed Software, Maintenance, the Documentation and all related information (collectively, the "Information") constitutes confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and Confidential. Texas Government Code Chapter 552, Customer agrees as a condition of this agreement to keep the Information confidential and not to Aclara Maintenance Agreement Page 13 of 20 Aclara — Corpus Christi TX disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the Information for the sole purpose of operation of the Aclara Technology System. Customer agrees to ensure that all persons who have access to the Information are informed of the confidential nature of the Information and directed to comply with the terms of this provision Customer's obligations with respect to non -disclosure of the Information will survive the termination of this Agreement. Aclara acknowledges that the Customer is subiect to the Texas Public Information Act, Texas Govemment Code Chapter 552 (the "Act"). Customer agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 16. Entire Agreement. This Agreement, including Schedules A, B, C and D hereof, contains the entire agreement between the parties hereto relating to the subject matter hereof and may not be changed or modified in any manner, orally or otherwise, except by a written amendment signed by a duly authorized officer of each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused the agreement to be executed as of the Effective Date above. Aclara Technologies LLC City of By: Name: Terry M. Messmer Title: Sr. VP, Finance and IT Date: 7 ld'i3 Aclara Maintenance Agreement s Christi By: I,• IL 0 Name: 1111111141L f-Iftfi I , Title: PANIFAM, Date: , Ill Page 14 of 20 Aclara — Corpus Christi TX SCHEDULE A LEVELS OF MAINTENANCE SERVICES Aclara Maintenance Agreement Page 15 of 20 Base Premier Technical Support: Technical Support is available during the hours of 6:30am- 6:OOpm Monday -Friday US Central Time, excluding Aclara Holidays and weekends, toll-free at 800-892- 9008. X 24x7 Technical Support: Technical Support is available between the business hours of 6:30am to 6pm US Central Time by accessing the Aclara Customer Portal (or Toll-free at 800- 892-9008, if access to the Customer Portal is not readily available to Customer). On-call technical support is available after 6pm and before 6:30am Central Time 24 -hours a day/7 days a week/365 days a year, including Aclara Holidays and weekends. Such after hours support is provided for Severity 1 and 2 issues only. Non Severity 1 or 2 items will be addressed during the standard business hours of 6:30am-6:OOpm US Central Time. X Target Response Time — Severity 1: Requires immediate attention— Critical production functionality is not available or a large number of users cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available, therefore preventing operation of the business. <4 hours <2 hours Target Response Time — Severity 2: Requires priority attention - Some important production functionality is not available, or a small number of users cannot access the system. Causes significant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate in a limited fashion. <1 day <4 hours Target Response Time — Severity 3: Requires attention —There is a problem or inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available such that the system can continue to operate fully and users are able to continue business operations. <2 days <6 hours Target Response Time — Severity 4: There is a problem or issue with no loss of service and no business impact. <3 business days <1 business day Access to Aclara Customer Portal (www.aclara.com): Customer will receive individual user names/passwords to the Aclara Customer Portal, as well as have access to Issue Management Reports for each case generated by Customer. X X Follow-up Aclara Classroom Training. Training is available at Aclara's facilities as listed on the Aclara Customer Portal. The maximum number of Customer's employees attending any Classroom Training session is three (3). Aclara List Price No Maximum Number of Classes Aclara Web based E-Leaming classes. Certain E -Learning classes are available as listed on the Aclara Customer Portal to an unlimited number of Customer employees per course at the prices listed on the Aclara Customer Portal. Aclara List Price No Cost Aclara Maintenance Agreement Page 15 of 20 Aclara — Corpus Christi TX SCHEDULE B TIME AND MATERIAL RATES Additional Services may be provided at the Customer's request in accordance with the following Time and Material Rates (hereinafter referred to as "Rates"'). Rates: 1. The following Rate categories have been defined for Aclara technical staff: Aclara Technical Staff Standard Hourly Rate Off -Hours Hourly Rate On -Call Hourly Rate Sr. Technical Advisor $250 $375 $120 Product Manager $200 $300 $120 Project/Account Manager $195 $290 $120 Deployment Manager $195 $290 $120 Sr. Engineer $185 $270 $120 Sr. Business Analyst $185 $270 $120 DBA $185 $270 $120 Trainer $185 $270 $120 Engineer/Support Engineer $165 $240 $120 Business Analyst $165 $240 $120 Equipment Service/Installation $125 $200 N/A Administrative Support $125 N/A N/A 2. Rate Adjustments. The above hourly rates are in U.S. Dollars and are subject to adjustment upon thirty (30) days' notice. 3. Service Charges. A. Services will be charged at the applicable Rates as follows: 1) Standard Hourly Rates will apply to all service hours expended that do not exceed eight (8) consecutive hours during Aclara's normal business hours of 6:30 a.m. - 6:00 p.m. Central Time, Monday through Friday, excluding Aclara Holidays. 2) Off -Hours Hourly Rates will apply to all service -hours expended beyond eight (8) consecutive hours during Aclara's normal business hours of 6:30 a.m. — 6:00 p.m. Central Time, Monday through Friday excluding Aclara Holidays. 'Rates exclude any applicable taxes and the like. Aclara Maintenance Agreement Page 16 of 20 Aclara — Corpus Christi TX B. If Aclara is requested to travel to the Customer's site to provide Services, the costs and expenses associated with such travel will be borne by Customer and invoiced as set forth below. 1) Travel Expenses: Unless otherwise mutually agreed, Aclara's travel expenses for On -Site Services shall include, but are not limited to airfare, lodging, meals, automobile rental, fuel, parking and associated administration fees, and will be charged to Customer on an actual basis. 2) Portal to Portal Invoices: Travel time for On -Site Maintenance Services will be invoiced to Customer on a portal-to-portal basis at Aclara's On -Call Hourly Rates. 4. On -Call Maintenance Service On -Call Maintenance Service is a pre -arranged service by which Customer places a request to have Aclara technical staff accessible remotely for a specified time period. During the period for which Aclara technical staff is accessible, On - Call Hourly Rates will be charged. If Aclara technical staff must actually perform services during such period, the services will be billed at the appropriate Standard Hourly Rate or Off -Hours Hourly Rate, instead of the On -Call Hourly Rate. This service will be provided remotely via a telecommunications link. 5. Pre -Purchased Support Hours A. Pre -purchased software support hours are a block of hours intended to cover Software issues that are not covered under this Agreement, thereby allowing the Customer added flexibility to utilize Aclara's services without generating a Change Order. Should Customer request services which are not included in this Agreement and desire to utilize the pre -purchased hours, Aclara shall provide the Customer with an estimated number of hours required to resolve such request. The Customer may then advise Aclara either to stop working, sign and fund a Change Order, or use the pre -purchased support hours to resolve the request. Aclara reserves the right to decline the Customer's request, depending on the nature of the request. B. Pre -purchased support hours may be purchased at any time during the term of this Agreement. Pre -purchased support hours expire upon termination of this Agreement or within one year after purchase (regardless of use), whichever occurs first. C. Pre -purchased software support hours are offered in the following increments and volume discounts: 40 hours 80 hours 120 hours Hourly Rates listed in Section 1 above. 5% discount 10% discount Aclara Maintenance Agreement Page 17 of 20 Aclara — Corpus Christi TX SCHEDULE C SUPPLEMENTAL SERVICES OFFERED The following Supplemental Services are offered under the terms of this Maintenance Agreement: 1. Reserved 2. STAR A. STAR System Monitoring Service Tier 1 (Less than 1,000 endpoints) Tier 2 (1,001 to 10,000 endpoints) Tier 3 (10,001 to 25,000 endpoints) Tier 4 (25,001 to 50,000 endpoints) Tier 5 (50,001 to 100,000 endpoints) Tier 6 (Greater than100,000 endpoints) $ 2,000.00 $ 4,000.00 $ 6,000.00 $ 8,000.00 $10,000.00 Please contact Aclara for pricing Aclara's STAR System Monitoring service is designed to monitor end to end data transfer from meter/MTU's to and from DCU's to the NCC, and provide health status of your AMI system to minimize system downtime. Aclara will deliver a weekly diagnostic report that will identify issues which could affect the successful operation of the STAR system. The major components of the system that will be analyzed include: • Network Control Computer • Data Collector Units • Meter Transmitting Units • Handheld programmers. Aclara's proactive approach is to look for any condition out of the ordinary and will result in an immediate issue of a troubleshooting ticket and/or field work order based on the nature and severity of the condition. Example diagnostics include: • Battery voltage loss • Reading reception loss • File processing errors Customers will be notified about the issues found, the steps to be completed to solve the problem, and the escalation path. Aclara will provide: • A snapshot of the STAR system's health • Generation of incident tickets, investigation and if needed, scheduling of work orders • Notification that the issue has been resolved and confirmation that the STAR system is operating within established normal parameters. Aclara Maintenance Agreement Page 18 of 20 Aclara — Corpus Christi TX The STAR System Monitoring Service requires that Adara have reliable remote connectivity to Customer's System. B. STAR® DCU Maintenance Service Tier 1 (Less than 15 DCUs) Tier 2 (16 to 30 DCUs) Tier 3 (31 to 50 DCUs) Tier 4 (Greater than 50 DCUs) $ 500.00 per DCU per year $ 450.00 per DCU per year $ 400.00 per DCU per year Please contact Aclara for pricing In addition to the above unit prices, Customer shall also be responsible for any associated rental equipment and delivery costs to access the DCU. Aclara's STAR® DCU Maintenance service is designed to provide for the on-site repair of any DCU that fails under normal operation after expiration of the standard DCU Warranty. The Service covers all electronics, the Aclara provided WAN module and solar cell, but excludes the mounting frame and mounting hardware. The Service does not include maintenance or repairs attributable to the unauthorized attempt by Customer or any unauthorized person other than an authorized Aclara representative to repair or maintain a DCU. Maintenance or repairs resulting from casualty, catastrophe, extreme weather conditions or natural disaster (including lightening damage), accident, vandalism, civil unrest, war, misuse, neglect or negligence of Customer, or causes external to the DCU such as, but not limited to, failed or faulty electrical power, communication failure resulting from cell or other WAN network service interruption or any causes other than ordinary use. Maintenance or repairs to attachments or to any other devices not originally a part of the DCU and added without the prior written approval of Aclara. Repairs resulting from unauthorized changes, modifications or alterations of or to the DCU are not covered under this Agreement. Upon notification from Customer of DCU failure, Aclara will diagnose the DCU. If a failure occurs to a DCU covered under the Agreement, the unit will be repaired or replaced, at Aclara's option, at no additional cost to Customer. If the Customer has entered into a System Monitoring agreement with Aclara, Aclara will normally identify the problem as part of its System Monitoring and will take the necessary actions to correct the problem. The Customer is responsible for arranging access to DCU sites before Aclara can take action. Customer's electing the STAR® DCU Maintenance Service must purchase the service for all DCUs purchased by Customer; STAR® DCU Maintenance Service may not be purchased on an individual, case-by- case basis. Aclara Maintenance Agreement Page 19 of 20 Aclara — Corpus Christi TX SCHEDULE D LEVEL OF MAINTENANCE SERVICES SELECTED Customer: City of Corpus Christi Address: 2726 Holly Road, Corpus Christi, TX 78415 1. Billing frequency is annually in advance. A. Selected Maintenance Level (check one) (Annual First Term Price shown) ❑ Base ❑ Premier @ 20% $ 6,318.00 @ 30% $ 9,477.00 B. Supplemental Services El STAR System Monitoring Service ❑ STAR® DCU Maintenance Service 2. Customer Designated Contact Information: $ 15,000.00 $ Quote provided upon request Designated Contact Information Designated Contact Information Name Name Title Title Address Address Telephone Fax Cellular Phone Email Address Designated Contact Information Name Title Address Address Telephone Fax Cellular Phone Email Address Address Address Telephone Fax Cellular Phone Email Address Designated Contact Information Name Title Address Address Telephone Fax Cellular Phone Email Address Aclara Maintenance Agreement Page 20 of 20 Aclara Warranties Aclara Technologies LLC Aclara Equipment and Software Warranties • STAR® MTU Warranty • STAR® Utility DCU Warranty • STAR® Utility NCC Warranty • STAR® Utility MTU Programmer Warranty The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. ACLARA Adara Warranties Adana Technologies LLC STAR® MTU Warranty Basic Warranty Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility Meter Transmission Unit (MTU) that the MTU shall perform in accordance with the specifications in effect at the time of original product shipment and shall be free from defects in material and workmanship for a period of ten (10) years from the date of original product shipment (the "full warranty period"). Any STAR® Utility MTU manufactured by Aclara Technologies LLC that, within the full warranty period: (i) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship, when returned to Aclara Technologies LLC, freight prepaid, will be repaired or replaced at the option of Aclara Technologies LLC without charge to the PURCHASER. A STAR® Utility MTU which has been repaired or replaced by Aclara Technologies LLC will be retumed to the PURCHASER by Aclara Technologies LLC, freight prepaid. All costs associated with the removal and/or reinstallation of a defective STAR® Utility MTU shall be the responsibility of the PURCHASER. Aclara Technologies LLC warrants replacement MTUs for the longer of (i) the remaining term of the full warranty period applicable to the STAR® Utility MTU repaired or replaced or (ii) one year from the date the repaired STAR® Utility MTU or its replacement is returned to PURCHASER. Aclara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model that provides equivalent or better performance. Extended Warranty Subject to the limitations set forth below, Aclara Technologies LLC, will replace any STAR® Utility MTU that, after expiration of the full warranty period but before the expiration of the twentieth (20th) full year after the date of original product shipment (the "extended warranty period"): (i) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship. The cost of replacement will be prorated in accordance with the following table based on the number years of service before failure: Years of Service Replacement Cost Percentage 11 55% 12 60% 13 65% 14 70% 15 75% 16 80% 17 85% 18 90% 19 95% 20 100% The cost of replacement will be calculated by multiplying the applicable replacement cost percentage by the STAR® Utility MTU price in effect at the time of replacement. The defective MTU must be returned to Aclara Technologies LLC by the PURCHASER, freight prepaid; Aclara Technologies LLC will pay the freight charges for the retum of the replacement to the PURCHASER. All costs associated with the removal and/or reinstallation of a defective STAR® Utility MTU shall be the responsibility of the PURCHASER. Aclara Technologies LLC warrants MTUs replaced pursuant to the Extended Warranty for ten (10) years (in accordance with the terms of the Basic The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. 211 ACLARA 2 Adan Warranties Adana Technologies LLC Warranty) from the date the replacement is returned to the PURCHASER. Aclara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model that provides equivalent or better performance. The STAR® Utility MTU warranties do not cover repairs or replacements required as a result of: misuse, mishandling, improper storage, accident, modification, improper operation, installation errors, meter failures, theft, vandalism, repair by unauthorized personnel, or battery life for MTUs that are configured and operated for more than two (2) to four (4) transmissions per day. Aclara Technologies LLC makes no warranty whatsoever with respect to the minimum communication distance or reliability of the radio propagation path of STAR® Utility MTUs. Each MTU includes software which is proprietary to Aclara Technologies LLC and which is protected by United States Copyright Laws with which the PURCHASER must comply. PURCHASER has the right to utilize the software in the MTU with the MTU, but PURCHASER may not disassemble, decompile, or modify the software. The software is confidential and the property of Aclara Technologies LLC and shall not be disclosed to others. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, RESULTING FROM PRODUCT INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND NON -FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN ADEQUATE REMEDY. The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. ACLARA 3 Adara Warranties Adana Technologies LLC STAR® Utility DCU Warranty Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility Data Collection Unit (DCU) that the DCU shall perform in accordance with the specifications in effect at the time of original product shipment and shall be free from defects in material and workmanship for a period of one (1) year from the date of original product installation. Any STAR® Utility DCU manufactured by Aclara Technologies LLC that, within the warranty period: (i) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship, will be repaired or replaced at the option of Aclara Technologies LLC without charge to the PURCHASER. PURCHASER may either; 1) Request return authorization from Aclara Technologies LLC, and return defective DCU for repair. Aclara Technologies LLC will be responsible for lowest cost inbound and outbound freight when using shipping method of Aclara Technologies LLC's choice. Should PURCHASER request altemative shipping method, PURCHASER will be responsible for all excess freight charges. All costs associated with the removal and/or reinstallation of a defective STAR® Utility DCU shall be the responsibility of the PURCHASER, or 2) Request on site repair by Aclara Technologies LLC, provided PURCHASER pays all reasonable Aclara Technologies LLC travel expenses. PURCHASER must assure reasonable access to the equipment, and shall be responsible for additional costs incurred should Aclara Technologies LLC be prevented access at the scheduled time. Aclara Technologies LLC warrants replacement DCU's for the longer of (i) the remaining term of the full warranty period applicable to the STAR® Utility DCU repaired or replaced or (ii) six (6) months from the date the repaired STAR® Utility DCU or its replacement is returned to PURCHASER. Aclara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model that provides equivalent or better performance. The STAR® Utility DCU warranty does not cover repairs or replacements required as a result of: misuse, mishandling, improper storage, accident, modification, improper operation, installation errors, theft, vandalism, acts of god or repair by unauthorized personnel. Aclara Technologies LLC makes no warranty whatsoever with respect to the minimum communication distance or reliability of the radio propagation path or required density of STAR® Utility DCUs. Each DCU includes software which is proprietary to Aclara Technologies LLC and which is protected by United States Copyright Laws with which the PURCHASER must comply. PURCHASER has the right to utilize the software in the DCU with the DCU, but PURCHASER may not disassemble, decompile, or modify the software. The software is confidential and the property of Aclara Technologies LLC and shall not be disclosed to others. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. 11 ACLARA 4 Adara Warranties Adana Technologies LLC SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, RESULTING FROM PRODUCT INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND NON -FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN ADEQUATE REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. 5 ACLARA Aclara Technologies of ESCO Adara Warranties Adara Technologies LLC STAR® Utility NCC Warranty Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility Network Control Computer (NCC) that Aclara Technologies LLC will provide a computer, which in its best judgment is sufficient to run the NCC Software. The Computer to be supplied will be manufactured and assembled by a nationally recognized computer manufacturer to comply with minimum specifications established by Aclara Technologies LLC, but will not be assembled by or manufactured by Aclara Technologies LLC. Aclara Technologies LLC agrees to assign all of its rights and interests in the warranties, if any, provided by the manufacturer of said computer, to the extent that this assignment is permitted by such manufacturer, to the PURCHASER. Aclara Technologies LLC will arrange for a three-year on-site repair and service agreement at no additional cost to PURCHASER. PURCHASER'S only remedy is to look to the warranty provided by such manufacturer and/or benefits provided by the service agreement with respect to the repair and correction of defects and/or failures in the computer and its components. Aclara Technologies LLC makes no warranty or representation, either express or implied for products or software supplied by Aclara Technologies LLC but manufactured or licensed by third parties. The warranties for products manufactured or licensed by third parties are limited to those provided by and in effect for the respective manufacturer or licenser. The NCC Software and Documentation will meet the specifications therefore in effect on the effective date sale. If the NCC Software or Documentation fails to meet this warranty and PURCHASER gives written notice thereof, within one (1) year from date of initial sale, Aclara Technologies LLC shall correct the failure, provided that PURCHASER gives detailed information regarding such failure. Aclara Technologies LLC shall not be liable for the NCC Software and Documentation warranty provisions if modifications are made to the NCC Software by someone other than Aclara Technologies LLC or its authorized representatives THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THE INSTALLATION, USE, REMOVAL OR REINSTALLATION OF THE NCC PRODUCT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF OR FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE NCC SOFTWARE OR DOCUMENTATION. CONSEQUENTIAL DAMAGES FOR PURPOSES OF THIS AGREEMENT SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, LOSS OF USE, INCOME OR PROFIT, LOSS OF DATA, OR LOSSES SUSTAINED AS A RESULT OF INJURY TO ANY PERSON OR LOSS OF OR DAMAGE TO PROPERTY. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND NON -FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN ADEQUATE REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. ACLARA 6 Aclara Warranties Adana Technologies LLC STAR® Utility MTU Programmer Warranty Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility MTU Programmer (PROGRAMMER) that the PROGRAMMER shall perform in accordance with the specifications in effect at the time of original product shipment and shall be free from defects in material and workmanship for a period of one (1) year from the date of original product shipment. Any STAR® Utility MTU Programmer manufactured by Aclara Technologies LLC that, within the warranty period: (i) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship, when returned to Aclara Technologies LLC, freight prepaid, will be repaired or replaced at the option of Aclara Technologies LLC without charge to the PURCHASER. A STAR® Utility MTU Programmer which has been repaired or replaced by Aclara Technologies LLC will be returned to the PURCHASER by Aclara Technologies LLC, freight prepaid. Aclara Technologies LLC warrants replacement PROGRAMMERS for the longer of (i) the remaining term of the warranty period applicable to the STAR® Utility PROGRAMMER repaired or replaced or (fi) Ninety (90) days from the date the repaired STAR® Utility PROGRAMMER or its replacement is returned to PURCHASER. Aclara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model that provides equivalent or better performance The STAR® Utility MTU Programmer warranty does not cover repairs or replacements required as a result of: misuse, mishandling, improper storage, accident, modification, improper operation, installation errors, theft, vandalism, acts of god or repair by unauthorized personnel. Each MTU Programmer includes software which is proprietary to Aclara Technologies LLC and which is protected by United States Copyright Laws with which the PURCHASER must comply. PURCHASER has the right to utilize the software in the MTU Programmer with the MTU Programmer, but PURCHASER may not disassemble, decompile, or modify the software. The software is confidential and the property of Aclara Technologies LLC and shall not be disclosed to others. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, RESULTING FROM PRODUCT INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND NON -FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN ADEQUATE REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC The information contained herein is proprietary and confidential to Aclara Technologies LLC and shall not be released or disclosed to any third party without prior written approval. 7 Vii' ACLARA AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Phone System Support and Upgrades for IT CAPTION: Motion authorizing the purchase of a three-year phone support flex plan and a statement of work for phone system support and upgrades under the current master services agreement with Great South Texas Corporation dba Computer Solutions of San Antonio, Texas for a total amount not to exceed $504,062.50 and ratifying the purchase back to the effective date of January 30, 2019. PURPOSE: This item is to ratify the agreement for phone system support and upgrades for Information Technology and is a companion item to Phone System Updates for IT. BACKGROUND AND FINDINGS: In late January, the new Interim Director of Information Technology became aware the City's core phone system was without support and had not been upgraded in some time, meaning if the current core phone system failed, the City would be in the position of a prolonged and unplanned phone system outage. The lack of upgrades and support included the hardware, software, licensing, telecommunications, and network circuits. The City-wide core phone system consists of the following locations: City Hall, Police -Municipal Court Building, Frost Building's Emergency Operations -Development Services, and Utilities Building. On January 30, 2019, an emergency memo was approved to upgrade the core phone system and procure necessary software support for a not to exceed amount of $260,000 to Computer Solutions and $130,000 to TPx Communications Co. This agreement was procured through the Texas Department of Information Resources (DIR) cooperative contract number DIR-TSO-4167. 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: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $582,842.32 $244,062.50 $826,904.82 Encumbered / Expended Amount $550,026.91 $0.00 $550,026.91 This item $0.00 $244,062.50 $244,062.50 BALANCE $32,815.41 $0.00 $32,815.41 Fund(s): Info Tech Fund Comments: The agreement total is $504,062.50 for a three-year agreement, of which an amount not to exceed $260,000.00 has been approved through an emergency purchase funded in FY2018-19, with the remaining balance funded in future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN PRICE SHEET PHONE SUPPORT AND UPGRADES FOR IT *Items 1-3 were approved through an Emergency Memo dated January 30, 2019. Page 1 of 1 Computer Solutions San Antonio, TX ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 One-time purchase of telecome hardware upgrades and updates* 1 EA $ 38,829.92 $ 38,829.92 2 One-time professional services agreement for support and upgrades to the core phone system* 1 EA $ 84,413.78 $ 84,413.78 3 Year 1 - Cisco phone support flex plan* 1 YR $ 126,939.60 $ 126,939.60 4 Year 2 - Cisco phone support flex plan 1 YR $ 126,939.60 $ 126,939.60 5 Year 3 - Cisco phone support flex plan 1 YR $ 126,939.60 $ 126,939.60 Total Price $504,062.50 *Items 1-3 were approved through an Emergency Memo dated January 30, 2019. Page 1 of 1 • r� ; compuberi Salubions 4)1 STATEMENT OF W City of Corpus Christi Project Title: UC 12.O.X Upgrade Submitted By: Jeff Byrom, Account Executive Version' 1.O.2O19(Rev3) CW Contract: 9683 814 Arion Parkway, Suite 101, San Antonio, Texas 78216 1 office: 210.369.0300 1 fax' 210.369.u369 City of Corpus Chrisli Project: UC 12.0.X Upgrade AGREEMENT This Statement of Work (SOW) is by and between Computer Solutions and City of Corpus Christi and is pursuant to the Master Services Agreement between Computer Solutions and City of Corpus Christi. This SOW defines the services and deliverables, if any, to be provided to City of Corpus Christi. PROJECT OVERVIEW EXECUTIVE SUMMARY Computer Solutions will refresh the City of Corpus Christi UC environment in a three-step process by upgrading the current UC Versions to Version 12.0, updating PSTN facing voice gateways, and assisting with review and remediation to meet best practices. Step 1 • Review the current environment for best practices then remediate issues Computer solutions identifies as recommended before continuing with upgrades. • Provide remote support during the provider (TPX) change from PRI to SmartPRI connectivity for City Hall. • Install and configure one (1) new PSTN facing 4XXX ISR Voice Gateways (VG). • Provide training for Contact Center users on using Finesse Desktop which replaces their current CAD. • Upgrade Cisco Unified Communications Manager (CUCM - call control), Cisco Unity Connection (CUCxN - Voicemail), Cisco Instant Messaging and Presence (IM&P/CUPS), Cisco Contact Center Express (CCX), and Vistapoint Attendant Console. These upgrades are to refresh versions due to the end -of -support of their current CCX version (7131118) and CUCM/CUCxN (12/31/18), ▪ Provide training for Supervisors on accessing contact center reporting via the Cisco Unified Intelligence Center (CUIC) included with CCX. • Create a Unified Messaging Profile in CUCxN for Office 365 mail unification. • Perform additional UC environment review as necessary based on pending remediation items. • Provide administration training to the City of Corpus Christi voice team. Step 2 Step 3 Provide remote support during provider (TPX) change from PRI to SmartPRJ connectivity for PD and EOC (Frost). • Participate in conference calls with service provider (TPX) to discuss requirements on PRI to SIP Migration. Provide remote support during test and turn -up of SIP. Telephony provider (TPX) changes frorn SmartVoice PRI to SIP for City Hall, EOC (Frost), and PD. • Deploy Cisco Emergency Responder for high availability and integrate with CUCM. Configure an Emergency Location zone for up to 10 sites, each with 1 Zone, and associate to switch(s) at each site. Provide knowledge transfer for CoCC to independently be able to create new zones For other sites including process to associate down to the port level of a switch if desired. F �.•, ©2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or W c�� in part, without the prior written permission of Computer Solulions. Disclosure of information contained herein to outside parties is strictly Y 5oI u Gaon s k 4%1 prohibited. Tm p: 1.0.2019(Rev3) Page 2 City of Corpus Christi Project: UC 12.0.X Upgrade SCOPE OF WORK Step Task Location Role Deliverable Planning Attend Kickoff Meeting. Attend Kickoff Meeting and facilitate attendance of the appropriate City of Corpus Christ stakeholders. Establish a project schedule. TBD TBD TBD Approve and signoff on the proposed project schedule. TBD Computer Solutions City of Corpus Christi nla nla Computer Solutions Project Schedule City of Corpus Christi nla Discovery Provide documentation describing City of Corpus Christi standards for labeling technology assets, if applicable. Provide the existing network and systems documentation to Computer Solutions. Review the existing network and systems documentation from City of Corpus Christi. Verity power and network patching requirements, if applicable. Identify maintenance windows, if needed. Develop a final Implementation Design. Develop a Test Plan to verify the operational readiness after implementation is complete. Remote Remote Remote Remote Remote Remote Remote City of Corpus Christi nla City of Corpus Christi n/a Computer Solutions nla Computer Solutions Computer Solutions Computer Solutions Computer Solutions n/a n/a Implementation Design. Test Plan Design Review Submit the proposed Implementation Design, Test Plan, and Training Remote Agenda (if applicable). Approve and signoff 011 the proposed Implementation Design, Test Plan, Remote and Training Agenda (if applicable). Computer Solutions n/a City of Corpus Christi n/a Step 1 Provide remote support while the telephony provider performs changes Remote to the SmartVoice PRI requiring a restart of the PSTN facing voice gateways at CH. Review 005 relating to call paths for the UBO and the Call Centers 1st Remote floor switch and routes to ensure QOS is enabled from VG to UC Infrastructure. • This work will be a Day 1 work effort. Review the existing Call Manager and CCX for any Best Practice Remote remediation that would immediately benefit the site if processed prior to initiating UC version upgrades. Review will include: 1. Reviewing LDAP Integration with CUCM focusing on identifying any requirements from the City of Corpus Christi to prepare for CUCxN for unified messaging with Microsoft Office 365. 2. Reviewing current reported call center issues (e.g. calls dropping after 30 minutes on hold, music on hold issues, max parts compared to available call paths, agent stuck in reserved, etc.). 3. Not all issues will be addressed prior the upgrade as the current UC applications are end -of -support limiting ability of Cisco TAC assistance if required during remediation. In addition, enhancements/fixes may already be included as UC version 12 may resolve some items. 4. This review and remediation will be scheduled as a 2 -day work effort. Physically install up to four (4) Cisco ISR 4XXX voice gateways. On -Site • Configure the voice gateway(s) far ISDN/PRI matching current functionality of existing VG's replaced. Existing City of Corpus Christi units may have more T11PRIs configured than are listed here. The required T11PRI count is validated by the City of Corpus Christi as what is required to match what is in use today. Moving current PRI connections will not be processed until after the upgrades to CUCM 12.0 and testing is completed. 1. CH VG1 ISR 4331 wl 4 PRI — CH (Replaces 3825). 4331 will be licensed for 200 Concurrent call paths activated during Step 3 PRI to SIP Migration. 2. CH VG2 ISR 4331 w/ 4 PRI - CH (Replaces 2921) 4331 will be licensed (redundancy only) for 200 Concurrent call paths which are activated if CH VG1 SIP Trunk is down (inbound trunk failover is responsibility of the City of Corpus Christi service provider (TPX) during configuration of PRI to SIP Migration in Step 3.) Computer Solutions Computer Solutions Computer Solutions Computer Solutions n/a n/a nla n/a F ©2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or p�r�� NI' in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly So to l o n s r ,J„.7 Imp: 1.0.2019(Rev3) Page 3 City of Corpus Christi Project: UC 12.0.X Upgrade Step 2 Step 3 3. ISR 4331 wl 2 PRI — EOC (replaces 3925). 4331 will be licensed for 50 concurrent call paths activated during Step 3 PRI to SIP Migration. 4. ISR 4331 wl 2 PRI - PD (replaces two 2851) 4331 will be licensed for 50 concurrent call paths activated during Step 3 PRI to SIP Migration. Work with the City of Corpus Christi to perform the Post -Cutover Test RemoteComputer Solutions rite Plan PRIOR to the CCX upgrade validating the operational status of the current call center environment. Maintenance 1: Upgrade CCX to 10.5.1(1)SU1 in advance of the main Remote Computer Solutions nla maintenance window to support the upgrade to version 12.0 during the main upgrade of CUCM. Upgrade includes activation of Finesse and creation of up to ten (10) Not Ready Reason Codes, Sign Out Codes, and Call Wrap up codes if in use today. Maintenance 2: Perform upgrades of CUCM, IM&P, and CUCxN to Remote Computer Solutions n/a version 12.0 (00 not restart to a new version: leave in inactive partition). CDR records and Voicemail received between the end of this maintenance window and Maintenance 3 will not be available after Maintenance 3 is completed. • Assist the City of Corpus Christi with suggested notification verbatim for users to clear voicemails during these days. Maintenance 3: Ori -Site Computer Solutions n/a • Upgrade the version of CUCM & IM&P to 12.0.x. • Upgrade the version of version of CUCxN to 12.0.x, Perform test plan in relation to CUCM Call control and voicemail functions. Upon successful testing proceed to upgrade CCX to 12.0. Perform upgrade of CCX to 12.0.x Install licenses (Smart Account enabled) necessary for the CUCM, CUCxN, IMP, and CCX based on customer Flex plan. Upgrade VistaPoint Attendant Console to the latest version an up to ten (10) desktops. Vendor iQNetSoluticns will provide remote support es necessary. Execute the Post -Cutover Test Plan. Perform any remediation as On -Site Computer Solutions n/a required. Assist in executing the Post -Cutover Test Plan and associate On -Site City of Corpus Christi nla remediation. Review any items previously reported during best practice Remote Computer Solutions n/a review/remediation andlor identified during this stage. Request feedback from the City of Corpus Christi voice team and Call Center to validate if they are still occurring (ex: call drop at 30 minutes, caller cannot hear music on hold, etc.) and assist the City of Corpus Christi with remediation and/or recommendation for future steps. • This review and remediation will be scheduled as a two (2) day work effort. Assist the City of Carpus Christi with configuring Unified Messaging for Remote Computer Solutions n/a CUCxN to synchronize mail wilh Office 365. • Dependent on the City of Corpus Christi's ability to satisfy LDAP requirements in advance of this task, this may be for a subset of users as a knowledge transfer for the City of Corpus Christi to independently add features to additional users in the future. Interview the assigned contact center staff with the City of Carpus Remote Computer Solutions n/a Christi voice team to identify desired call flow changes. • This will be a 90 -minute session via Cisco WebEx. Provide up to (24) hours of work on contact center scripts. Remote Computer Solutions n/a These will be minor changes to scripts (approved by the City of Corpus Christi) including adding an additional option in a menu, changing business hours, assisting with uploading new City of Corpus Christi - provided audio prompt, etc. with any remaining time being spent as a best practice review of scripts. Provide approximately one (1) hour of remote support during telephony Remote Computer Solutions n/a provider changes to SmartVoice PRI requiring a restart of the PSTN facing voice gateways at PD and EOC (Frost). Discuss requirements on incoming call delivery where overflow or trunk- Remote Computer Solutions n/a to -trunk failoverwill occur to ensure VG receiving digits are capable of directing overflow traffic to CUCM. Provide remote support during test and turn -up of SIP and Telephony Remote Computer Solutions n/a provider (TPX) changes from SmartVoice PRI to SIP for City Hall, EOC (Frost), and PD. ;. ©2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not he reproduced or distributed, in whole or 61:Y in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly G of ns Solu'.t)t prohibited. Tmp: 1.O.2019(Rev3) Page 4 City of Corpus Christi Project: UC 12.0.X Upgrade Deploy Cisco Emergency Responder for high availability and integrate Remote Computer Solutions rola with CUCM on the existing infrastructure. 1. Configure an Emergency Location zone for up to 10 sites, each with 1 Zone, and associate to switch(s) at each site. 2. Provide knowledge transfer for CoCC to independently be able to create new zones for other sites including process to associate down to the port level of a switch if desired. 3. New zone creation will require customer to have a new DID associated to each zone associated with telephony provider listing site address. Based on customer dialing 911 tests from the sites associated with new Remote Computer Solutions nla CER Emergency zones computer Solutions will remediate CER configuration if required to ensure correct zone information is applied and provide results to service provider if issue resolution Is required on their end. Training Perform two (2) 1 -hour user level administration training sessions for Remote Computer Solutions n/a CCX Agents to prepare them for change from Client Agent Desktop (CAD) to Finesse Desktop (Browser based). This training will be held via Webex remotely. Perform one (1) hour of administration training sessions for CCX Remote Computer Solutions nla Supervisors to prepare them for using Finesse Supervisor Desktop and review accessing the new reporting application Cisco Unified Intelligence Center. This training will be held via Webex remotely. After the 12.0 upgrade, perform two (2) 90 -minute training sessions on Remote Computer Solutions n/a Cisco Unified Intelligence Center via Webex overviewing how to access stock reports For call center statistics. Training includes: • Accessing reports available in the system similar to what is done today as naming conventions are the same. • Reviewing new reports that may be of value to the call center as well as the process to schedule reports for delivery by email (dependent on the City of Corpus Christi providing an SMTP relay) on an automated basis. After the 12.0 upgrade, perform up to eight (8) hours of training for the Remote Computer Solutions ole City of Corpus Christi Voice Team to provide high level instruction including but not limited to the following: 1. Moves/Adds/Changes in CUCM with highlight on Contact Center users. 2. Contact Center user modifications in CCX based on agent, supervisor, or solely for reporting. 3. Highlight common troubleshooting of items to check for Call Center Agent issues (inability to login to Finesse, etc.). 4. Overview of the CL/IC reporting application that contact center will be using, common areas they may inquire about, and system reports where you can see max port usage, agent license usage, etc. 5. Assist the City of Corpus Christi with creation of up to twenty (20) sok phones for users that may require based on current physical phone no longer being supported. Testing Execute the Test Plan. Remote Computer Solutions nfa Remediate issues affecting the documented requirements. Remote Computer Solutions nfa Signoff on execution of the Test Plan. Remote City of Corpus Christi nla Day 1 Support Provide up to eight (8) hours of day 1 support for Finesse Agents after the CCX 10.5 upgrade. Provide up to eight (8) hours of day 1 support after final upgrades lo 12.0. On-sile On -Site Computer Solutions nla Computer Solutions n/a Turnover Develop and deliver the As -built Documentation defined in Deliverables Remote (see below) Submit project closeout documents. Remote Computer Solutions As -built Documentation Computer Solutions n/a DELIVERABLES Computer Solutions will develop the following materials: Deliverable Project Schedule Description Identifies the meeting schedule for project stakeholders and team. j ©2019 Computer Solutions. All rights reserved. Proprietary and contlldenlial. This document may not be reproduced or distributed, in whole or oomovcvr R )1 in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly Solutilons% prohibited. Tmp: t.0,2019(Rev3) Page,' City of Corpus Christi Project: UC 12.0.X Upgrade Implementation Design Describes the design of the environment after the implementation is complete. This design will guide all implementation tasks. Implementation Completion of the tasks within the Implementation step(s). Training Agenda Describes the agenda for the various training sessions that will discuss system administration and usage. Test Plan Verifies the implementation meets the defined requirements_ Once executed, signoff will be requested from City of Corpus Christi to acknowledge testing as complete. As -built Documentation Includes IP addresses, user accounts, serial numbers, and diagrams. This will bean update to the previous 9.x As -Built submitted by Computer Solutions in past project. OUT OF SCOPE ITEMS 1. Work items, tasks, and deliverables not identified herein are outside the scope of this engagement. Out of scope items include the following; a. Formal operational or training guides. L Vendor installation or configuration guides. c. Relocation of uninstalled or removed equipment, unless defined in the Scope of Work. d. Upgrading Uptivity. PROJECT ASSUMPTIONS/CONSIDERATIONS This Statement of Work is based on our current understanding of City of Corpus Christi's requirements and current environment. The overall scope and related quotes or estimates for this engagement were also developed on the following assumptions: ■ Project tasks will be completed on a contiguous basis, otherwise project cost and resource scheduling may be impacted. ■ City of Corpus Christi has a variety of EO1JEOS hardware within their environment which could impact their ability of engaging Cisco TAC for issue resolution. These include router models 3745, 3825, 2851, and 1760, the Cisco Catalyst 6513 Switch, and the Cisco VG248. To minimize risk: a. Replacement of PSTN facing gateways are Included. b. City of Corpus Christi will deploy ATAs to resolve any analog FXS issues if they occur, ■ City of Corpus Christi has deprecated phones in versions 11.5 and 12.0 of CUCM. City of Corpus Christi is reviewing quantities and how they will repurpose other stock phones and/or buy new phones to accommodate. Models confirmed as still in use are 7910, 7912, 7935, and 7970. Based on 1/2019 review, there are less than (20) phones. To minimize risk: a. Softphones will be created during administrative training to accommodate these users. b. Consider replacement of other deprecated models. Deprecated in CUCM 12 - Wireless 7921; 7970, and 7971_ Deprecated in 11.5 IP12&30s, 7902g, 7905g, 7916011, 79128, wiretess7920, and conf7935 ■ City of Corpus Christi will create new agent devices and/or profiles to facilitate the desired increase of CCX max agents from an estimated 50 to 70 with concurrent licensing capacity. • City of Corpus Christi will designate points of contacts for testing at specific sites to provide feedback on results. • For CER zones, City of Corpus Christi will obtain a unique DID for each zone in CER with the service provider as well as have all information stored in the provider database for PSAP to receive. Telephony provider (TPX) may require an additional feature/service be activated at customer cost to support this (ex: some AT&T PRIs have a service titled Inform911 to accommodate). • City of Corpus Christi accepts risk of EOLIEOS as described under Customer Responsibilities and Assumptions. In the event additional time Is required due to this, a Project Change Request (PCR) may be required to allocate additional service hours. • The quantity of T1 /PRIs on each PSTN Facing gateway quoted is according to the quantity the City of Corpus Christi states are in use. However, additional T1/PRIs are visible as configured in CUCM contrary to the T1/PRIs identified by the City of Corpus Christi. No additional T1, FXO, or FXS ports were requested on these units. • Per the City of Corpus Christi request, we have included additional services hours in this Statement of Work that will be spent on best practice review/remediation and minor scripting changes. As it Is not possible to estimate the exact work effort required to remediate items until identified, Computer Solutions will: ©2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or �•� y. in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly So tut Inn s ,t]r prohibited. Imp: 1.0.2019(Rev3 ) Page 6 City of Corpus Christi Project: UC 12.0.X Upgrade a. Review our Best Practice remediation items and provide time estimates if additional hours are required beyond what is scoped to complete them. The City of Corpus Christi may prioritize remediation tasks andlor allow a PCR for additional hours to perform these tasks. b Review Contact Center scripting change requests to identify if the allotted time will accommodate changes and offer prioritization if necessary as described above. 1. City of Corpus Christi confirmed contact center script changes involve minor menu updates and call flows are simple ACR without any database integrations. ■ The City of Corpus Christi confirmed there are no requirements for analog FXO ports for 911 call distribution at any sites. ■ The City of Corpus Christi confirmed there are no requirements for Survivable Remote Site Telephony (SRST) in their environment. ■ The City of Corpus Christi is required to have support contracts for third -party applications that integrate with the UC environment throughout this engagement. Otherwise. The City of Corpus Christi accepts risk of possible loss of functionality. a. Vista Point: The City of Corpus Christi confirms they will have IQ Net Solutions available for support. b. Uptivity 5.008: The City of Corpus Christi states this support may have lapsed and are determining if they will restore the contract. The City of Corpus Christi will validate if they have support after upgrade and/or engage their support company to validate if an upgrade is required by their support company and have them perform it if so. The City of Corpus Christi accepts risk if they do not take these actions. If a new recording solution is desired, Computer Solutions can provide a quote (based on the City of Corpus Christi providing options required in their environment.) c. Miscellaneous items involving SIP Trunk connectivity to CUCM that will be included in test plan are as follows: i. Xmedias 7.5.0 - SIP trunk integration - Faxing. ii. Phone bill processing from the SIP trunk to Select -Tran. Intrado Viper 911 - only the SIP Trunk. (Intrado will not be integrated with CUCM beyond this.) • The City of Corpus Christi validates rack space and power will be available. ■ Any cabling will be done by the City of Corpus Christi if required. • Prior to the implementation of Cisco Emergency Responder (CER), the location information received by PSAP will be as it is today and will not change. Upon completion of CER, the top 10 sites selected by City of Corpus Christi will have their Emergency Location Information populated based on the phone being connected to any of the switches at the site. City of Corpus Christi is required to provide Computer Solutions with adequate information to locate switches in CER based on subnet, etc. and/or provide a MAC address listing of switches at each location. ROLES AND RESPONSIBILITIES The following resources are assigned to this project. Company Resource Responsibilities City of Corpus Christi City of Corpus Christi Project Executive Project Manager Computer Solutions Project Manager/Coordinator Computer Solutions Engineer Computer Solutions Sr_ Engineer Authorizing expenditure levels and ensuring funding is available. Authorizing or rejecting proposed changes to scope, cost. or schedule. Ensuring Risks and Issues are tracked and mitigated/resolved. Serving as the City of Corpus Christi liaison with Computer Solutions. Coordinating meeting with City of Corpus Christi resources. Authorizing formal closure of the project. Executing the tasks as outlined in Project Management (See page 8) and Scope of Work (See page 3.) Executing the tasks as outlined in the Scope of Work. (See page 3.) Executing the tasks as outlined in the Scope of Work. (See page 3.) LOCATION Services will be performed at the fallowing location(s): ■ 1201 Leopard St, Corpus Christi, TX 78401 02019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or �m�n� Icti•A in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly Sol u t Ione 4.)I prohibited. Tmp:1.0.2019(Rei3) Page 7 City of Corpus Christi Project: UC 12.0.X Upgrade PROJECT MANAGEMENT ❑ COMPUTER SOLUTIONS PROJECT COORDINATOR Computer Solutions will assign a Project Coordinator to assist with project kickoff, communication, scheduling, scope management, and closing. Tasks include: 1. Serving as the primary point of contact for project activities. 2. Coordinating meetings and schedule. 3. Managing the change control process. ® COMPUTER SOLUTIONS PROJECT MANAGER Computer Solutions will assign a Project Manager to lead this project. The Project Manager will oversee project planning, coordination. and reporting activities. Tasks include: 1. Serving as the primary point of contact for project activities related to the Scope of Work_ 2. Communicating project status to stakeholders. 3. Coordinating meetings and schedule as identified in the kickoff meeting. 4. Managing the change control process. 5. Engaging with City of Corpus Christi and vendor resources contracted by Computer Solutions to execute project tasks. 6, Risk and Issue tracking. 7. Planning, tracking, and reporting on outputs and outcomes. 8. Financial planning and tracking as identified in the kickoff meeting. 9. Continually assessing scope, liming, and resource requirements. Computer Solutions' team will prepare a status report at a frequency agreed upon between City of Corpus Christi and Computer Solutions. This report will contain work progress details as well as identify issues or risks requiring the attention of City of Corpus Christi or Computer Solutions' management. Computer Solutions will also conduct status meetings at an agreed upon time with City of Corpus Christi, typically once per week during the engagement. II. CHANGE MANAGEMENT For any project changes, City of Corpus Christi and/or Computer Solutions must request a Proiect Change Request (PCR). The PCR will identify changes to the project schedule, tasks, staffing, and/or pricing. Services requiring a PCR will not be performed prior to the approval of said PCR by City of Corpus Christi and Computer Solutions, CITY OF CORPUS CHRISTI RESPONSIBILITIES 1. Engagement Readiness: City of Corpus Christi will prepare their environment prior to project commencement. This includes but is not limited to data backup. system access, and resolution of any open issues affecting Computer Solutions' services. 2. Environment Changes: City of Corpus Christi will notify Computer Solutions prior to initiating changes to the City of Corpus Christi IT environment or implementing 3rd party vendor changes that affect the hardware, software, or services associated with this project. Computer Solutions shall not be liable for any service failures or disruptions associated with City of Corpus Christi initiated changes that have not been approved by Computer Solutions. If Computer Solutions' labor is required to correct said disruptions, City of Corpus Christi will be charged the appropriate time and materials hourly rates associated with remediation. 3. Environment Documentation: City of Corpus Christi will provide applicable current IT environment documentation before the project begins. Examples include network and voice diagrams, call center scripts. system configurations, etc. When applicable, documentation will include user account, relevant IP addresses, and administrative passwords. tf 2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or pW ,,w,� p� in part, without the prior written permission of Computer Solutions. Disclosure of infomtation contained herein to outside parties is strictly 5olutione�.) prohibited, Tmp: 1.0.2019(Rev3) Page 8 City of Corpus Christi Project UC 12,O.X Upgrade 4. Facilities and Environment Access: City of Corpus Christi will provide physical access to server rooms, workstations, and network closets as needed. City of Corpus Christi will provide a dedicated work area as well as a conference room for training or meetings as required. City of Corpus Christi will provide remote access to appropriate systems and network on request, 5. Software/Hardware Licensing: City of Corpus Christi will ensure Software/Hardware is correctly licensed and available prior to project commencement. 6. 3'" Party Tools: City of Corpus Christi accepts that 3'd party software and tools may be used during the course of the engagement and that City of Corpus Christi will assist in the installation to facilitate project delivery. 7. Pre -Engagement Checklist: City of Corpus Christi will complete all Pre -Engagement Checklist items prior to project commencement, if applicable. 8. Staff Availability and Points of Contact: City of Corpus Christi will schedule time for City of Corpus Christi team staff to be available as needed to facilitate project tasks to the developed schedule. 9. Project Approvals: As noted in the scope of work section of this SOW, there will be a series of approvals requested of City of Corpus Christi such as schedule, Implementation Design, Test Plan, maintenance and training agenda approvals. Once requested of City of Corpus Christi, such approvals will be granted or rejected no more than two (2) business days of being submitted to City of Corpus Christi. If no response is received, then the project work may be placed on hold until a response is received, and cancellation fees may be incurred, 10. As -Built Documentation and Project Closure Acceptance: After the delivery of project documentation, City of Corpus Christi has five (5) business days to approve or reject said documentation. if City of Corpus Christi does not provide a written explanation of rejection during this timeframe, the documentation will be deemed accepted, the project will be closed, and invoices will be prepared and delivered for payment. TERMS AND CONDITIONS The following terms and conditions are applicable to this Statement of Work. 1. Computer Solutions Commitment: For a period of thirty (30) days, following project completion, Computer Solutions warrants the performance of Computer Solutions' professional services, 2. Manufacturer Defects: Computer Solutions shall not be responsible for any manufacturer product defects, features or functionality as advertised, for the outcome or scheduling of services provided by manufacturers or for any acts or omissions of 3'd party contractors hired by City of Corpus Christi in connection with the project. 3. Service Hours. All services will be scheduled and performed during Computer Solutions' business hours of Monday through Friday, 8:00 a.m. to 5:00 p.m., local time. Services outside these hours must be scheduled at least 24 hours in advance, as needed. If the project requires services outside of Computer Solutions' normal business hours. Computer Solutions will work with City of Corpus Christi to schedule such services. 4 Data Backup: Computer Solutions recommends that City of Corpus Christi back up its environment including servers. networks, storage. power, lighting, and heating/cooling systems before the start of Computer Solutions' services. Maintenance and backup of the physical and technical environment is solely the responsibility of City of Corpus Christi. In the event that data loss occurs, Computer Solutions shall not be liable. Data loss includes but is not limited to corrupt, inaccurate, lost and damaged data, or unrecoverable media errors. 5. Project Delays: City of Corpus Christi may be subject to additional fees for any City of Corpus Christi induced delays including but not limited to the City of Corpus Christi documentation approval process, City of Corpus Christi personnel availability, or unprepared work environment. 6. Product Delays: Computer Solutions shall not be responsible for project delays concerning product sourcing. delivery. andlor availability from the manufacturer or distributor. In the event that product sourcing affects the project, Computer Solutions will make reasonable efforts to find an alternative method for acquiring product. Any product delays will be communicated to City of Corpus Christi as necessary. 7. Product Delivery: City of Corpus Christi will not withhold or delay payment for product invoiced by Computer Solutions regardless of project outcomes or timeline. 8. Cancellation/ReschedLaing: If City of Corpus Christi postpones scheduled project within eight (8) hours of the scheduled start date, Computer Solulions reserves the right to invoice up to eight (8) hours For each resource if alternative work cannot fulfill idle time. 9. Unscheduled Work: If City of Corpus Christi requests Computer Solutions to perform work that is not scheduled at least 24 hours in advance of performing said work, City of Corpus Christi will be charged at current after-hours rates. These rates do not apply when Computer Solutions requests the option to perform unscheduled services for convenience purposes. 10. Resource Reassignment: Computer Solutions reserves the right to change staff and assign different resource types and applicable costs due to unique project requirements learned during project initiation or execution, with full intenl to stay within quoted price. 11. Travel For travel extending beyond 50 miles outside the San Antonio metropolitan area, City of Corpus Christi will be charged for travel charges incurred by Computer Solutions, unless the resource type was not available in the respective city or at the time required to perform (02019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or aompubon 6,1.'1 in part, without the prior written permission of Computer Solutions, Disclosure of Information contained herein to olllside parties is strictly Solus ions � .� prohibited. Trip: 1.0.2019(Rev3) Page 9 City of Corpus Christi Project: UC 12.0 X Upgrade the work. Travel fees will be based on the provisions of the State of Texas Travel Allowance Guide and may include but are not limited to reasonable airfare, rental car, lodging, meals, travel time, and mileage to the City of Corpus Christi site. 12. Insurance: Computer Solutions carries appropriate Insurance coverage and will provide certificates of insurance upon request. 13. Finality: This Statement of Work is final, and no other written or verbal agreements are binding. This Statement of Work may be amended or modified by, and only by, a written instrument executed by all parties hereto. 14. NetWatch Managed Services: Any design. planning, and execution of services performed within the scope of this Statement of Work are separate from any existing NetWatch Managed Services Agreements. Once complete. management of the solution may be added to the current NetWatch Managed Services Agreement and supported by the Computer Solutions Support Operations Center (SOC). Inclusion of the solution under NetWatch Managed Services rnay be subject to additional fees. 15. Limitations of Liability: 15.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPUTER SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CITY OF CORPUS CHRISTI OR TO ANY OTHER PERSON REGARDING ANY SERVICES, RESOURCES, EQUIPMENT, SOFTWARE, OR OTHER ITEMS PROVIDED TO CLIENT UNDER THIS AGREEMENT OR THE RESULTS TO BE DERIVED FROM THE USE THEREOF, AND COMPUTER SOLUTIONS EXPRESSLY DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE OR COURSE OF PERFORMANCE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. 15.2. Limited Time for Action. No action. regardless of form, arising out of the services under this Statement of Work may be brought by either party more than two years after the alleged action has accrued; provided, however, an action for nonpayment may be brought within two years of the dale of termination. 15.3. Force Majeure. Computer Solutions shall not be liable to City of Corpus Christi for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deeded to include the occurrence of any event beyond the control of Computer Solutions, City of Corpus Christi failure to furnish necessary information with respect to details of performance on the part of City of Corpus Christi, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, failure or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw materials, machinery or technical failures. 15.4. Damages. COMPUTER SOLUTIONS' ENTIRE LIABILITY IS SET FORTH IN THIS SECTION 14.3. IN NO EVENT WILL COMPUTER SOLUTIONS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR ANY OTHER NON - DIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ANY CLAIM OR DEMAND AGAINST City of Corpus Christi BY ANY OTHER PART DUE TO ANY CAUSE WHATSOEVER. EVEN IF COMPUTER SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUTER SOLUTIONS' ENTIRE LIABILITY HEREUNDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY City of Corpus Christi FOR SERVICES RENDERED UNDER THIS AGREEMENT TO COMPUTER SOLUTIONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION, EXCLUDING AMOUNTS PAID FOR REIMBURSEMENT OF EXPENSES. 15.5. Applicable Law: This Agreement has been accepted and made performable in Nueces County, Texas. This Agreement and the rights and obligation of the parties hereto shall be construed under and governed by the laws of the State of Texas, without giving effect to principles of conflict of laws. Exclusive venue for resolution of any dispute between the parties related to the subject matter hereof shall be in Nueces County, Texas. 15. Equal Opportunity' "This contractor and all covered subcontractors shall abide by the requirements of 41 CFR }} 60-1.4(a}, 29 CFR Part 749, Appendix A to Subpart A, 60-300.5(a) and 6O -741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals based on their race. color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability," SUPPLEMENTARY DOCUMENTS • Project Change Request Template: https://www.dropbox.comlslrcbi4xy44g4591h/Proiect%20Change%20Reauesl%2OTemplate.odf?d1=0 PRICING AND PROJECT SUMMARY 1. Pricing Structure: City of Corpus Christi will be invoiced according to one (1) of the following: ©2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or :RARa in part, without the prior written permission of Computer Solutions, Disclosure of information contained herein to outside parties is strictly Snlubrone'ly prohibited. Tmp: 1.0.2019(Rev3) Page 10 City of Corpus Christi Project: UC 12.0.X Upgrade Time and Materials: City of Corpus Christi will be invoiced at the end of each month, if the project extends beyond one (1) calendar month, or upon completion if project is completed within one calendar month. Fixed Bid: City of Corpus Christi will be invoiced at the end of each month based on the percentage complete when the project extends beyond one (1) calendar month or according to the milestones defined herein (if applicable). 2. Estimated Project Duration- Six (6) weeks 3. Project Total: $ 82,492.50 4. Estimated Travel Expenses: $ 1,921.28 5, Validity: The terms and pricing of this Statement of Work are valid for thirty (30) days from the date of delivery of this Statement of Work to City of Corpus Christi, ACCEPTANCE City of Corpus Christi has reviewed the content of this Statement of Work as well as its supplementary documents. City of Corpus Christi hereby authorizes Computer Solutions to commence and begin procurement of both product and resources. Computer Solutions Account Executive Signature: Name: Jeff Byrom Title: Account Manager Date: January 30, 2019 QuoteICNET: 1013857 Computer Solutions Architect Signature: Name: Richard Lucas Title: Architect Date: City of Corpus Christi Signature: Name: Title: Date: xit.. CIA -1C aS — . } YCL-ra Y G'C rt' fla nc LZ_.I SL' CU t CES P.O. (if required): 02019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or pLc� 6+A in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly Solutions ". prohibited. Tmp: 1.02019(Rev3) Page 11 191119111111111111111 11111911111 I1111111191111119111I 111111111 I11111111111111111111111191111I111111111 1111 19111111111 1111119111111111911 Section 1: Change Request Customer Name: Requestor Name: Project ID: Origination Date: Change Request #: Contact Name: Priority: Project Name: Date Submitted: Change Request Name: ❑ High 0 Medium ❑ Low Provide a detailed description to include the reasons and/or benefits along with the specific requirement(s): Insert the detailed description that includes reasons and/or benefits along with the specific requirement(s) it it 111 11111 1111il ll I liHMI ii 111 Section 2: Change Estimate it 1111 1 li Action(s) required to implement the change including, but not limited to, the tasks, skill sets, materials, etc.: Insert action(s) required to implement the change including, but not limited to, the tasks, skill sets, materials, etc. Estimated impact (to schedule, budget, resources, specifications, other departments, etc.): See below for product and services pricing and time estimates. Please note that these prices are estimates. Payment Basis: Purchase Order Type: Purchase Order Number: Type Unit Labor Type/Material Description Quantity Price Extended Price Total Price $0.00 Is there a change to the overall project's schedule by implementing this change request? Details regarding the schedule change: 11111,1„ 11 ;11 1111111111111 I 1111111119 II 1119111111111111911111111111111111111 11111111111111111111111111111111 111 11111111 11111 111 Section 3: Approval City of Corpus Christi Project: UC 12.0.X Upgrade APPENDIX A: PROJECT CHANGE REQUEST PROJECT CHANGE REQUEST 0 0 • A CorTtpuGBP Y �11 Solutions �■/� rD2019 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or c puGn� in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly 5olut Ions 1(4,9 prohibited. Tnip: 1.0.2019(Rev3) Page 12 City of Corpus Christi Project: UC 12.O.X Upgrade The undersigned attest that they have read and understand the functionality described herein. Approval of this change request indicates that the described functionality satisfies the referenced requirement. This change is effective as of the approval date and supersedes all previous documentation, agreement, understanding, or interpretation regarding the referenced requirement. Once approved, this change is governed by the terms and conditions of the Master Services Agreement between Client and Computer Solutions. This Change Request is valid for 30 days from the submission date. Computer Solutions Project Manager and/or Account Executive ❑ Approved ❑ Deferred Name: ❑ Rejected Date: Authorized Customer ❑ Approved ❑ Deferred Name: ❑ Rejected Date: O2O19 Computer Solutions. All rights reserved. Proprietary and confidential. This document may not be reproduced or distributed, in whole or Ons A.,' in part, without the prior written permission of Computer Solutions. Disclosure of information contained herein to outside parties is strictly Solubfons" prohibited. Imp: 1A.2019(Rev3) Page 13 computersolutions CONSULTINIG.SERV10E.SOLUTIONS MASTER SERVICES AGREEMENT computersofutions C0NSULT1NG.SERVICE.SOLU TIONS Computer Solutions 814 Arlon Parkway — Suite 101 San Antonio, Texas 78216 Of ice (210) 369-0300 Fax (210) 369-0389 wrvnv.conisoltex om MASTER SERVICES AGREEMENT This Master Services Agreement (the "Agreement") is made effective on the Effective Date set forth below by and between Great South Texas Corporation, a Maryland corporation doing business as Computer Solutions ("Computer Solutions") and City of Corpus Christi (the "Client), and shall remain in effect until terminated in accordance with the terms hereof: CITY OF CORPUS CHRISTI Name: City of Corpus Christi Address: 1201 leopard Street City: Corpus Christi Telephone: 361-826-4091 Zip: 78415 Effective Date: 06,121200" NOW, THEREFORE, in consideration of the mutual covenants and agreements set fcrth below, tie pies hereto agree as follows: 1. Services. Computer Solutions agrees to provide to Client certain computer consulting, programming, hardware repair and system engineering services under the terms and conditions of this Agreement. Specific services shall be detailed in one or more written statements of work P,'SOW), j, which shall specify the scope of the work to be performed, deliverables. project schedule, and rates for such services. Services shall be performed on a time and materials basis or on a fixed fee basis. as described on the applicable SOW. SOW shall became sclb ice to and part of this Agreement when signed by both parties. This Agreement shall not preclude Computer Solutions from providing services to others which may result in computer programs techniques, products and documentation which are compethtive whether or not such materials are similar to materials developed by Computer Solutions pursuant to this Agreement 2. Time for Performance. Client understands that the nature of the services to be performed hereunder is such that the time required for performance cannot be determined in advance, end that all milestones and timetables regarding performance of the services are therefore only estimates. In the event Computer Solutions anticipates at any time that it witl not reach one or more milestones or complete one or rrrore assignments within the timetable set forth on any SOW, Computer Solutions shall promptly so inform Client, submit proposed revis!ons to the tirne.table and mileserles that reflect Computer Solutions' best estimate of wtiat can realistically be achieved, and continue to work under the revised timetable and milestones until otherwise directed by Cl!ent 3. Payment. Client shall pay fees for actual time spent (time and materials) for all services performed by Computer Solutions in accordance \Ole the listing of fees and payments included in the applicable SOW or, if the applicable SOW dearly states that services are to be performed on a fixed fee basis, then Client shall pay the charges set forth on the applicable SOW for such services under the terms and conditions of this Agreement. Computer Solutions shall be reimbursed by Client for all reasonable out-of-pocket expenses incurred by Master Services Agreement Page 2 of 6 June 12, 2007 ©2005 Computer Solutions All Rights Reserved. This document and the information contained herein Is PROPRIETARY and CONFIDENTIAL and may not be duclirated. redistributed, or displayed to any other party without the w4t'en permission of Computer Solutions computersolutions CDNSIJLTIlkiG.SERVICE.S0LUTIONS Computer Solutions 814 Arlon Parkway - Suite 101 r=oan Antc-c. Texas 78216 Office (210) 369-X300 Fax (210) 369-0389 wweecon soitx.corn Computer Solutions in the performance of services for Client Client shall be liable for and pay to Computer Solutioes upon Client's receipt of an invoice for any amounts paid or incurred by Computer Solutions relaf eg to taxes based on such fees and charges an this Agreement or the services rendered hereunder, regardless of how designated or levied, or whether so ncurred or paid during or after the termination of this Agneeement, including but not limited to state and local sales, privilege or exccse taxes based on gross revenue, but excluding taxes based on net income. Computer Solutions shall send invoices to Client for serves rendered, and Cent shall pay Computer So4utions within ten (10) days of receipt of such invoice. Commencing en the thirtieth (30th) day following Clients receipt of an invoice from Computer Solutions, Client shall be liable for a monthly rate of interest of not more than the highest rate permitted by law on any unpaid amounts, which shall be in addition to such fees due and owing to Computer Solutions. 4. Control and Supervision. With regard to tasks for which Computer Solutions assumes primary project responsibility, Computer Solutions shall be responsible for the control and supervision of its personnel. With regard to tasks in which Client assumes primary project responsibility and Computer Solutions personnel assist Client, Client shall have project responsibility and shall be respor•sible for the supervision, management and control of Computer Solutions personnel. For such tasks, Client shall be responsible for the technical direction of Computer Solutions personnel and the overall quality and end result of such tasks. 5. Proprietary Rights. Computer Solutions does not convey nor does Client obtain any tight in the programs, systems, data or n aterials utilized or provided by Computer Solutions in the performance of this Agreement (together with, but not limited to, their source codes and related documentation and instructions); provided. however, that Client shall have a perpetual, royalty -free license to use any and all programming deliverables described on the applicable SOW from and after full payment to Computer Solutions of all amounts due under such SOW. Computer Solutions shall hold all right, title, and interest in and to all techniques: methods, ideas, products, and programs developed by it in connection with tate uerfomiance or the Agreement 6. Confidentiality. information relating to Computer Solutions' business and the ser ices Computer Solutions provides under this Agreement, including without limitation technical, financial, and personnel information, are Confidential Information of Computer Solutions. Client shall designate to Computer Solutions in writing what information it discloses to Computer Solutions shall be considered Canfiderrtiai information of Client under this Agreement Financial information of Client's customers shall be considered Client's Confidential Information under this Agreement. Each party shall keep the others Corfidential Information confidential, and shall instruct its employees. directors, and agents to keep such Confidential lnfonrtiatkyi confidential; using the sante carr and discretion with regard to the Confidential Infonration as the receiving party uses with similar information which it considers to be Confidential Information. "Confidential information" does not include information which n is or becomes generally available to time pubic other than as a result of a disc os re by the receiving party, (ii) was within the receiving nart/s possession prior to its being furnished to it by or on behalf of The disclosing party, voided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with or other coni; actual legal or fiduciary caligation of confideritia"ly to the discic erg party or any oteer party with respect to such infon bson, or (IP) becomes avalat>ie to the neceiving party on a non - confidential bass from a sour o other than the disclosing party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary oblk ation of confidentiality to the disclosing party or any other party with respect to suCl'' information Master Services Agreement Page 3 of 6 June 12, 2007 ®2045 Computer Solutions Ali Rights Reserved. This document and the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any ether party without the written permission of Computer Solutions. computorSollut!ons C0NSUITING.SERVICE.50LU'ION5 Computer Solutions 814 Arson Parkway — Suite 101 San Antonio, Texas 78216 Office (210) 369-0300 Fax (210) 369-0389 I+tw.Y ccr lotN,corri 7. Personnel. 7.1 Right to Assign Personnel. Ctient hereby admin that Computer Solutions personnel working on proirer. under this Agreement may perform similar services from time to time for others. and that this Agreement small not prevent Compuher Solutions from performing such similar services or restrict Computer Solutions from so assigning the personnel provided to CI1e t under this Agreement Computer Solutions will make every effort consistent with sound b..:' mess practices to honor the. specific requests of Clieentwith regard to the assignment of its employees; however, Computer Solutions reserves the sole right to r_' + - -e the assignment of its employees. 72 No Hire. Client agrees that during the tern of this Agreement and for a period of twelve (12) months immediately following the period for wf ch Computer Solutions or its .mss fast performed services for the Client under this Agreement, neither Client nor its employees, agents. suldiarses, or ckI'e' aif ated persons Of organizations shall solid or influence, directly or indiry, employees or consultants of Compeer Solutions or its affiliated organizations (each such person a 'Restricted Pasco) to lave the employ of CornerSolutions or its Mates, nor hire or engage any Restricted Personas En employee orirideperident contractor. 7.3 Liquidated Damages. ,oniputer Solutions may, in its sole discrebon, waive in writing any violation by Client of Section 7.2 as to any particular Restricted Person upon Clients request if Computer Soiiutions determiines to waive Clients violation as contemplated in the previous sentence, Client agrees to pay Computer Solutions a fee equal to ten weeks of lost revenue calculated at OW standard hourly labor rates for 40 hour weeks. Cl1ertfurther agrees to disclose and enforce tt` s provision with any subcontractor operating on Client's behalf Notwithstanding anything else in this Agreement to the contrary, Cent shall have paid Computer Solutions art o..tstandrig amounts due from Client prior to hiring any Restridiad Person in fiance %kith this Sectio 7.3. 8. Term and Termination. 8.1 Term. This Agreement is effective upon the Effective Date listed above and shall reran in e until terminated as provided herein. 82 Termination Upon Nonce. Either patty may at any time terminate this Agreement pt or 'e performance of any SOW or under this Agreement upon sixty (60) days prior written notice, stating its intention to termines and specicyii"•g what is to be terminated and the date upon which such termination shall be effective. 8.3 Termination Upon Insolvency. Either party may terminate this Agreement by written notice to the other, and regard the other party as in default of this Agreement if the other party becomes Insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or hermits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insovency law whether domestic or foreign, or has wound up or liquidated its besttress, voluntarily or wise_ 8.4 Payment Due. Notwithstanding the reason for or manner of termihat;on of the Agreement Client shall pay for all services rendered by Computer Solutions up to the effective date of termination of the Agreement within ten (10) days of such irarminat on date. 8.5 Return of Materials. in the event that this Agreement is terminated as prided for herein, each party shell forthwith return to the Other, or certify to the otter in writing as to the destnlcaon of (if the other party in willing instructs that succi be destroyed). at Confidential Infarrra c r or other property of the other party ter in its possession. Master Services Agreement Page 4 of 6 June 12, 2007 2OO5 Computer Solutions All Rights Reserved. This document and the hformation Container; herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party v.-'` :ut the written permission of Computer Solutions. computersolutions C0NSULT1NG.SERVICE.SCLUTIONS Computer Solutions 814 Arian Parkway — Suite 101 Sant Antor io, Texas 78216 Office (210) 369-0300 Fax {210) 3E8-038; '.www cornsolbb.corn 9. Warranty and Disclaimers. Computer Solutions warrants that Computer Solutions will perform the Services in a professional manner, and subs4anlially in accordance with the motion in the SOW. Computer Solutions carries appropriate insurance coverage and will provide certificates of insurance upon request. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPUTER SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CUENT OR TO ANY OTHER PERSON REGARDING ANY SERVICES, RESOURCES, EQUIPMENT, SOFTWARE, OR OTHER ITEMS PROVIDED TO CLIENT UNDER THIS AGREEMENT OR THE RESULTS TO BE DERIVED FROM THE USE THEREOF. AND COMPUTER SOLUTIONS EXPRESSLY DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COARSE OF PERFORMANCE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE. 10. Limitations of Liability. 10.1 Limited Time for Action. No action, regardless of form, arising out of the Services under this Agreement may be brought by either party more than two years after the cause of action has accrued, except that an action for nornpayment my be brought within two years of the tate of terminator), 10.2 Force Majeure, Compiler Solutions shall not be liable to Client (or to any of Cliierfs cents) for any delay in cello/mance or any failure in performance hereunder causal in who or in part by reason Of face rnajeure, which shaII be deemed to include the occurrence of any event beyond the control of Computer Solutions, Clent's failure to fumsh necessary infow na`ian with rpt to details of per`orr anoe on the part of C-elt. war {whettt}e• an actual i ratan thereof is made or rte), sabotage insurreCtor, riot and other acts of cavil disobedience, action of a public enemy, failure or delays in transportation, laws. regaatiuns or acts of any national, state or Ictal government for any agency, subdivision or umentalTj thereat), judicial actson. tabor dispute. accident, fire, explosion, Road, storm or other ant of God, shortage of tabor, fuel, raw materials, machinery or technical failures, 103 Damages. COMPUTER SOLUTIONS ENTIRE LIABIUTY 15 SET FORTH IN THIS SECTION 10.3. IN NO EVENT VNLL COMPUTER SOLUTIONS BE LIABLE FOR CONSEQUEN i LA4, INDIRECT, INCIDENTAL. PUNITIVE, OR ANY OTHER NON -DIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY DUE TO ANY CAUSE WHATSOEVER, EVEN 1F COMPUTER SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COMPUTER SOLLMONS ENTIRE UABIUTY HEREUNDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR SERVICES RENDERED UNDER THIS AGREEMENT TO COMPUTER SOLUTIONS DURING THE TWF1VE (12) MONTHS IMMEDIATELY PRECEDING THE EENT GIVING RISE TO SUCH ACTION. EXCLUDING AMOUNTS PAID FOR REIMBURSEMENT OF EXPENSES. 11. Miscellaneous. 11.1 Notices. Al notices, requests, demands, and other communications hereunder she be in vir-iting and, unless otherwise provided herein, shat be mimed to have been duty given upon hand delivery or upon deposit in the United des MSI, postage prepaid, certified or registered rrr--a>f, retl rm neckpt requested, at the addrcIscs set forth above, or at such other address as shall have been famished to the other in wring in accordance herewith, except that such notice of such change she% be effective only upon receipt 11.2 independent Contractor. Under this Agreement Computer Solutions shall be an independent contractor. This Aareerrert shall not be constn.ied as creating a perership, joint venture, agency or employment relationship, or as granting a franchise under federal or state taw. Master Services Agreement Page 5 of 6 June 12. 2007 (r:,2005 Computer Solutions All Rights Reserved. This document and the inrorration contained herein is PROPRIETARY and CONFIDENTIAL. and may not be duplicated, redistributed, or displayed to any other party without the written permission of Computer Solutions. computersot utions CONSULTrNG.SER9ICE SQL'ri,oNiS Computer Solutions 814 Arlon Parkway — Suite 101 San Antonio. Texas 78216 Office (210) 369-0300 Fax (210) 369-0389 wv.w ccrnsol`y core, 11.3 Amendments and Waiver. This Agreement may be amerce or modified by, and only by, a v viten instrument executed by all the parties h veto. The terms of this Agreement may be waived by, and c,^ir by; a written instrument executed by the party againstwhorn such waiver is sought to be enforced. 11.4 Section and Other Headings. The section and other headings c c ntained in this Agreement we for Cornvenierce of reference only and shat not i any way affect the meaning or in or of this Agreement. 11.5 Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which sha;i cnstit ire one and the same instrument 11.6 Assignments and Parties In interest This Agreement shaH inure to the benet of and be binding upon the parties hereto and their respective successors and assigns. This Agreement that not be assigned by Client without the prior written consent of Computer Solutions. 11.7 No implied Rights or Remedies. Except as otherwise expressly provided herein_ nothing herein expressed or implied is intended or shad be cortsirred to confer upon or to give any person, firm. orcorperalion, cti-er than the parties hereto and their respective sur essays and assigns, any rights or remedies under or by reason of this Agreement 11.8 Entire Agreement This Agreernent embodies the entire agreement and urderstarxring bet en the parts hereto relating to the subject matter hereof and supersedes any prior agreements and unJersiancrings relating to the subt matter hereof. 11.9 Appiicable Law This Agreement has been accepted and made performable in Sexar County, Texas. This Agreement and the rights and obligations of the parties hereto shat be construed under and governed by the laws of the State of Texas without giving effect to principles of contfrct of laws. Exclusive venue for resolution of any dispute between the parties related to the subject matter hereof shalt be in Bexar County. Texas. IN WITNESS WHEREOF, the parties hereto hereby warrant that they have the requisite authority to execute this Agr_eemernt, and have executed this Agreement, as of the Effective Date. GREAT SOUTH TEXAS CORPORATION DSA COMPUTER SOLUTIONS Signed: Name: Title: (Sig nature) Carolyn Labatt President & Owner Signed: Name: I Title: CITY OF CORPUS CHRISTI (Signature) lC .� -Iii4eatefernrrvrces Master Services Agreement Page 6 of 6 June 12, 2607 C21E105 Computer Saiutions All Rights Reserved. This document and the infarrrat?on contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, rev ist ibuted, or displayed to any other party without the :ritter permission of Cemputer Sa Jticf+s. Addendum No. 1 to the Master Services agreement between City of Corpus Christi and Computer Solutions ("Contractor") The parties agree to the following provisions to be included in the Master Services Agreement: 1. SUBCONTRACTORS. When using subcontractors, Contractor must obtain prior written approval from the City. In using subcontractors, Contractor agrees to be 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 shall be applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 2. INDEISEkTIFICATION. Contractor must indemnify and hold City, Corporation, their officers, employees or agents ("Indemnitees") harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against lndemnitees on account of injury or damage to person or property to the extent any such damage or injury may be incident to, arise out of, or be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the performance of this Agreement; an act or omission, negligence or misconduct on the part of Contractor, or any of its agents, servants, contractors, or employees in performance of this Agreement. 3. INSURANCE. Contractor agrees to provide insurance in accordance with the attached exhibit A 4. Confidentiality. Section 6 of the Computer Solutions Master Services Agreement is subject to the City's compliance with the Texas Public Information Act, Chapter 552, Texas Government Code. If the City receives a request for information that Computer Solutions has identified as confidential, then the City will notify Computer Solutions of the request and Computer Solutions may make written arguments to the Attorney General of Texas regarding disclosure of the information. 5. Assignment. This Agreement may not be assigned by Contractor without the prior written consent of the City. 6. Contractor agrees to complete the attached Disclosure of Interests form. 7. Contractor agrees that City shall not be required to complete the Computer Solutions Credit Application. 8. These changes take effect on this the 4th day of June, 2007. Agreed to by: Great South Texas Corporation Dba Computer Solutions Signed:: f, .' •Y- Vo- Signed: Name: Carolyn Labatt City of Corpus Christi Title: President and Owner George K. Noe, City Manager AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Agreement for Phone System Updates for IT CAPTION: Resolution authorizing a three-year service agreement for phone system updates and support for the core phone system with TPx Communications Co. of Austin, Texas, for an amount not to exceed $390,000 and ratifying the agreement back to the effective date of January 30, 2019. PURPOSE: This item is to ratify the agreement for phone system updates and support for the core phone system for Information Technology and is a companion item to Phone System Support and Upgrades for IT. BACKGROUND AND FINDINGS: In late January, the new Interim Director of Information Technology became aware the City's core phone system was without support and had not been upgraded in some time, meaning if the current core phone system failed, the City would be in the position of a prolonged and unplanned phone system outage. The lack of upgrades and support included the hardware, software, licensing, telecommunications, and network circuits. The City-wide core phone system consists of the following locations: City Hall, Police - Municipal Court Building, Frost Building's Emergency Operations -Development Services, and Utilities Building. On January 30, 2019 an emergency memo was approved to upgrade the core phone system and procure necessary software support for a not to exceed amount of $260,000 to Computer Solutions and $130,000 to TPx Communications Co. This agreement was procured as a sole source. TPx Communications is performing the emergency phone system updates and services, so it is necessary to continue with the current vendor for the three-year term to obtain the best cost to the City. 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: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $582,842.32 $260,000.00 $842,842.32 Encumbered / Expended Amount $550,026.91 $0.00 $550,026.91 This item $0.00 $260,000.00 $260,000.00 BALANCE $32,815.41 $0.00 $32,815.41 Fund(s): Info Tech Fund Comments: The agreement total is $390,000 for a three-year agreement, of which an amount not to exceed $130,000 has been approved through an emergency purchase funded in FY2018-19, with the remaining balance funded in future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement Resolution authorizing a three-year service agreement for phone system updates and support for the core phone system with TPx Communications Co. of Austin, Texas, for an amount not to exceed $390,000 and ratifying the agreement back to the effective date of January 30, 2019. WHEREAS, this service for the phone system updates used by Information Technology will provide the necessary updates to the core phone 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) (2) a procurement necessary to preserve or protect the public health or safety of the municipality's residents; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (3) a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (D) a procurement of items that are available from only one source, due to captive replacement parts or components for equipment; 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 purchase three-year phone system updates and support services for the core phone system from TPx Communications Co. of Austin, Texas, for an amount not to exceed $390,000, and execute any documents necessary for such purpose. A copy of the agreement will be on file in the Office of the City Secretary. The approval of this purchase is ratified back to the effective date of January 30, 2019. 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 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 Quote/Order ID: 210720 T� COMMUNICATIONS Service Agreement CITY OF CORPUS CHRISTI TPx Communications will provide Customer with the specified type and amount of Services at the rates, and terms and conditions listed below and on the Rate Schedule(s) that follow, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement (TAA)/Master Service Agreement (MSA) and any related Addendums that follow that govern this Service Agreement. For any Access, MSx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location, a new Service Term (as provided in the Term Length below) shall apply to any such Service. Federal, Stale and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s) being ordered is 36 months. ("Term") RS ID Non - Recurring 388685 1201 Leopard St, Corpus Christi TX 1201 Leopard St, Corpus Christi, TX 78401-2120 $11,545.00 388687 2406 LEOPARD ST, CORPUS CHRISTI TX 2406 Leopard St, Corpus Christi, TX 78408-3710 $500.00 391227 120 N CHAPARRAL ST, CORPUS CHRISTI 120 N Chaparral St, Corpus Christi, TX 78401- TX2802 $4,395.00 Title Address Recurring $5,361.08 $733.02 $1,668.02 Sub Totals $16,440.00 $7,762.12 Installment Payment Amount of Non -Recurring charges included in Installment Payments (36 months) Estimated Monthly Installment Payments ($16,440.00) $500.14 Total Non -Recurring Charges $0.00 Total Monthly Recurring Charges $8,262.26 Agreed by: Customer Signature tUt s 1 (Z Customer Name (Print) Title 3o. L1 Date A5GA_t_Padnr___c)c gcaania_ia t Se ruCces Alicia Woo Sales Representative Name Phone 512-735-7306 .9enn.� e6z-10Awv.�o. 01/30/2019 Agreed by: Sales Manager Signature Date https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC v040117 oproved as rti v_u_fif Assistant City Attorney For City Attorney 1/9 TP) Rate Schedule #388685 1201 Leopard St, Corpus Christi TX Quote ID: 210720 1/24/2019 CITY OF CORPUS CHRISTI Good through: 2/23/2019 Address: 1201 Leopard St, Corpus Christi, TX 78401-2120 The term for Service(s) being ordered is 36 months ('Term"). SmartVoice Trunking (Install) Description Qty Each Usage Type NRC MRC 2500 T -Pack Minute Bundle 80 $70.00 - xNet - $5,600.00 Non -Standard Discount 80 ($35.00) - xNet - ($2,800.00) Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths - SmartVoice 184 $12.00 - xNet - $2,208.00 Non -Standard Discount 184 ($8.00) - xNet - ($1,472.00) PRI SmartVoice 184 $0.00 - xNet - $0.00 Tier A Equipment 1 $19.00 - xNet - $19.00 Cater ID (Inbound - Name & 1 $0.00 xNet $0.00 Number) DID Numbers (block of 20) 8 $5.63 - xNet - $45.00 DID Numbers (sold in blocks of 20) - Setup 8 $44.16 - xNet $353.25 - Charge Non -Standard Discount 8 ($44.16) - xNet ($353.25) - End User Connection Charge 184 $2.37 - xNet - $436.08 (EUCC) Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking - Setup 1 $150.00 xNet $150.00 Charge Non -Standard Discount 1 ($150.00) - xNet ($150.00) - Expedite - Customer Paid 1 $500.00 - xNet $500.00 - Outbound Calling Line ID (Name &Number) 1 $0.00 - xNet - $0.00 $500.00 $4,086A8 r-. �.-__ W_-._..��.«_ TPx Data Service (Install) Description Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet - $0.00 15M Port 1 $474.75 - xNet - $474.75 Non -Standard Discount 1 ($208.62) - xNet - ($208.62) 15M Tier 3 Access (ICB 1 Code: NS_RO) 1 $1,783.87 - xNet - $1,783.87 I Non -Standard Discount 1 ($1.500.00) - xNet - ($1.500.00) No Data Service Required 1 $0.00 - xNet - $0.001 https://dash.tpx. corn/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 2/9 Data Only Service - Setup 1 $500.00 - xNet $500.00 - Charge Non -Standard Discount 1 ($500.00) - xNet ($500.00) - $0.00 $550.00 _. _.�..m. ..®..���m�—m_.. . °e._.�.�..m�.._..e..__.—.®— MSx WAN (Install) Description PQE Code: 277124 Qty Each Usage Type NRC MRC MSx WAN Service 1 $0.00 - MSx - $0.00 Inbound Internet Failover - Block of 16 (13 usable) 1 $50.00 - MSx - $50.00 Inbound Internet Failover - Non Recurring Charge 1 $50.00 xNet $50.00 Non -Standard Discount 1 ($5.00) - xNet ($5.00) - MSx WAN Optimum 1 $0.00 - MSx - $0.00 MSx WAN Optimum 1 $675.00 - MSx - $675.00 2000M Multi Services Router 2000 1 $11,000.00 - xNet $11,000.00 - Multi Service Router - Optimum Prof Installation 1 $750.00 xNet $750.00- Non -Standard Discount 1 ($750.00) - xNet ($750.00) - SmartVoice - Related Voice Service 1 $0.00 - MSx - $0.00 TPx Provided DIA 1 $0.00 - MSx - $0.00 $11,045.00 $725.00 https://dash.Ipx.com/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=1 3/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TP)' Rate Schedule #388687 2406 LEOPARD ST, CORPUS CHR/STI TX Quote ID: 210720 1/24/2019 CITY OF CORPUS CHRISTI Good through: 2/23/2019 Address:2406 Leopard St, Corpus Christi, TX 78408-3710 The term for Service(s) being ordered is 36 months ("Term"). https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=l ENV77998701-6728-CCCF- 0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129 -ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 4/9 SmartVoice Trunking (Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths - SmartVoice 46 $12.00 - xNet - $552.00 Non -Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 TierZ Equipment 1 $0.00 - xNet - $0.00 Caller ID (Inbound - Name & Number) 1 $0.00 xNet 0.00 $ DID - On -Net ( Up to 100) 3 $0.00 - xNet - $0.00 End User Connection Charge (EUCC) 46 $2.37 - xNet - $109.02 Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking - Setup 1 $150.00 xNet $150.00 Non -Standard Discount 1 ($150.00) - xNet ($150.00) - Expedite - Customer Paid 1 $500.00 - xNet $500.00 - Oulbound Calling Line ID (Name & Number) 1 $0.00 xNet $0.00 __ __ _ Description �r �P �� r_ Qty T�Each Usage m $500.00 $343.02 Type NRC MRC ___ _ _ TPx Data Service (Install) M Data Only Service 1 $0.00 - xNet - $0.00 3M Port 1 $205.73 - xNet - $205.73 3M Tier 3 Access 1 $327.61 - xNet - $327.61 Non -Standard Discount 1 ($143.34) - xNet - ($143.34) L- No Data Service Required 1 $0.00 - xNet - $0.001 Data Only Service - Setup Charge 1 $500.00 xNet $500.00 I r Non -Standard Discount 1 ($500.00) - xNet ($500.00) - !I $0.00 $390.00 https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=l ENV77998701-6728-CCCF- 0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129 -ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 4/9 TPY Rate Schedule #391227 120 N CHAPARRAL S7; CORPUS CHR/ST/ TX Quote ID: 210720 1/24/2019 CITY OF CORPUS CHRISTI Good through: 2/23/2019 Address: 120 N Chaparral St, Corpus Christi, TX 78401-2802 The term for Service(s) being ordered is 36 months ("Term"). https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=l &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 5/9 SmartVoice Trunking (Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths - SmartVoice 46 $12.00 - xNet - $552.00 Non -Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 Tier Z Equipment 1 $0.00 - xNet - $0.00 Caller ID (Inbound - Name & Number) 1 $0.00 xNet $0.00 DID - On -Net ( Up to 100) 6 $0.00 - xNet - $0.00 End User Connection Charge (EUCC) 46 $2.37 xNet $109.02 Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking - Setup Charge 1 $150.00 - xNet $150.00 Non -Standard Discount 1 ($150.00) - xNet ($150.00) - Expedite - Customer Paid 1 $500.00 xNet $500.00 Outbound Calling Line ID (Name & Number) Description 1 $0.00 xNet $0.00 MSxWAN (Install) PQE Code: 277130 -500.00 $343.02 -...,_.-„��,..,..�.�,.,.,.-......o....,,R.......��..,.�...._..,.._.-.-_a,.,..,...__.�,.e..-:a._��..._,.�...�..,�,.�i Qty Each Usage Type NRC MRC MSx WAN Service 1 $0.00 - MSx - $0.00'; Inbound Internet Failover - Block of 8 (5 usable) 1 $25.00 - MSx - $25.00 Inbound Internet Failover - Non Recurring Charge 1 $50.00 xNet $50.00 Non -Standard Discount 1 ($5.00) - xNet ($5.00) - MSx WAN Optimum 1 $0.00 - MSx - $0.00 MSx WAN - Optimum 1000M 1 $500,00 - MSx - $500.00 Multi Services Router 1000 1 $3,850.00 xNet $3,850.00 Multi Service Router - Optimum Prof Installation 1 $750.00 - xNet $750.00 - https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=l &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 5/9 Non -Standard Discount 1 ($750.00) - xNet ($750.00) - SmariVoice - Related Voice Service 1 $0.00 - MSx - $0.00 TPx Provided DIA 1 $0.00 - MSx - $0.00 $3,895.00 $525.00 TPx Data Service (Install) Description Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet - $0.00 1G Port 1 $3,355.96 - xNet - $3,355.96 Non -Standard Discount 1 ($3,000.00) - xNet - ($3,000.00) 1G Tier 1 Access (ICB Code: NS_RO) 1 $519.98 - xNet $519.98 Non -Standard Discount 1 ($75.94) - xNet - ($75.94) No Data Service Required 1 $0.00 - xNet - $0.00 Data Only Service - Setup Charge 1 $500.00 - xNet $500.00 - Non -Standard Discount 1 ($500.00) - xNet ($500.00) - $0.00 $800.00 https://dash.tpx.comlribeye/service/fife?id=811491 &deleteAfterServing=1&inline=l 6/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC INSTALLMENT PAYMENT DETAILS Charge Description DID Numbers (sold in blocks of 20) Setup Charge Expedite - Customer Paid Multi Services Router 2000 Inbound Internet Failover - Non Recurring Charge Expedite - Customer Paid Expedite - Customer Paid Multi Services Router 1000 Inbound Internet Failover - Non Recurring Charge Monthly Payment Amount $0.00 $15.21 $334.64 $1.37 $15.21 $15.21 $117.12 $1.37 Selected Term (months) 36 36 36 36 36 36 36 36 Total of Monthly Payment Amounts $500.14 " In/tial monthly installment payment amounts may vary based "" Total of installment payments will be different from the NRC on rounding. cash price. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted -out NRC Amounts $0.00 Currently there are no opted -out NRCs. htips://dash.tpx.com/ribeye/service/file7id=811491 &deleteAfterServing=l &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC naie TpCOYIiN'IUNICATIONS Master Service Agreement Must include Service Agreement This Master Service Agreement (referred to as "Agreement" or "MSA") is made by and between U.S. TelePacific Corp. and/or its affiliated companies ("TPx Communications", also referred to as "our, us, we"), and the Customer described below ("Customer" also referred to as "you, 1"), pursuant to the TPx Terms and Conditions, to which you agree and which are included in summary herein (available in full at www.tpx.com/terms ). CITY OF CORPUS CHRISTI Company Legal Name (Individual if Sole Proprietorship Doing Business As (DBA) Legal Composition: [ ] Corporation [ ] General Partnership [ ] LLP [ ] LLC [ ] Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary. This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General - This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment - This section covers when the Agreement becomes effective, when the Term starts and renews, how additional Services, if any, are handled, how billing will occur and what is included, how a deposit may be required, what happens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations - This section covers equipment for use with our Service and your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions. Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination - This section states the rights and duties related to termination of Services or the Agreement, the renewal of the Term, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity - This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and defense of certain claims. 6. Resolution of Disputes - This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions - This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. https://dash.tpx.com/ribeye/service/file?id=811491 &deleteAfterServing=1 &inline=l 8/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129 -ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 8. Service Guarantee — This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW ../l(,itii �� FULL TERMS AND CONDITIONS SET FORTH AT www.tpx.com/terms ✓ Initial 11 �/ 911 FOR SMARTVOICE ADDENDUM SET FORTH AT www.tpx.com/wp-content/uploads/2017/03/911-for- SmartVoice-Addendum.pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ /r i(ja) EQUIPMENT ADDENDUM SET FORTH AT www.tpx.com/Equipment-Addendum.pdf I r / MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf Initial MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTH AT www.tpx.com/MSx-Firewall.pdf Initial MSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf / lhifi� �� MSx SERVICES ADDENDUM SET FORTH AT www.tpx.com/MSx-Services.pdf ✓ ,Ipft• / MSx WAN ADDENDUM SET FORTH AT www.tpx.com/MSx-WAN.pdf Int ial UCx ADDENDUM SET FORTH AT www.tpx,com/UCx- Addendum.pdf ✓ / l SERVICE LEVEL AGREEMENTS (SLA) SET FORTH ATwww.tpx.com/sla By signing below, the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. Agreed by: Customer Signature Customer Name (Print) Alicia Woo Sales Representative Name 1 3C. 19 Date Title 512-735-7306 Phone cC E'na.nc. Q ( -Corvl;c � v011619 https //dash.tpx.com/ribeye/service/file?id=811491&deleteAflerServing=1&inline=l 919 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TpCOMMUNICATIONS VI III - taaan Service Agreement Quote/Order ID: 212168 CORPUS CHRISTI, CITY OF TPx Communications will provide Customer with the specified type and amount of Services at the rates, and terms and conditions listed below and on the Rate Schedule(s) that follow, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement (TAA)/Master Service Agreement (MSA) and any related Addendums that follow that govern this Service Agreement. For any Access, MSx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location, a new Service Term (as provided in the Term Length below) shall apply to any such Service. Federal, State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s) being ordered is 36 months. ("Term") RS ID Title Address 391398 5352 AYERS ST, CORPUS CHRISTI TX 5352 Ayers St, Corpus Christi, TX 78418-2104 Sub Totals Installment Payment Amount of Non -Recurring charges included in Installment Payments (36 months) Estimated Monthly Installment Payments e_ Non -Recurring Recurring $945.00 $982.12 $945.00 $982.12 ($945.00) $28.75 Total Non -Recurring Charges $0.00 Total Monthly Recurring Charges $1,010.87 Agreed by: Customer Signature Customer Name (Print) Alicia Woo Sales Representative Name e8cria.,e43eecve/w. Agreed by: Sales Manager Signature https://dash.tpx.com/ribeye/service/file?id=812484&deleteAfterServing=1 &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC Date it c C Financial &ivas Title 512-735-7306 Phone 01/30/2019 Date Ai*rovedastofrm' i/�t)((1 _AA)/ Assistant City Attorney For City Attorney v040117 1/6 L 14 100 / 1,11 1 yr V jn uo ur1RIJ 11 - V11511 TP) Rate Schedule #391398 5352 A YERS ST, CORPUS CHRISTI TX Quote ID: 212158 1/25/2019 CORPUS CHRISTI, CITY OF Good through: 2/23/2019 Address: 5352 Ayers St, Corpus Christi, TX 78418-2104 The term for Service(s) being ordered is 36 months ('Term"). SmartVoice Trunking (Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths - SmartVoice 46 $12.00 - xNet - $552.00 Non -Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 TierA Equipment 1 $19.00 - xNet - $19.00 Caller ID (Inbound - Name & 1 $0.00 - xNet - $0.00 Number) DID- On -Net ( Up to 100) 3 $0.00 - xNet - $0.00 End User Connection Charge 46 $2.37 xNet $109.02 (EUCC) Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking - Setup 1 $150.00 xNet $150.00 Charge Solution Discount 1 ($150.00) - xNet ($150.00) - Outbound Calling Line ID (Name & Number) 1 $0.00 - xNet - $0.00 $0.00 $362.02 a_ TPx Data Service (Install) Description Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet - $0.00 3M Port 1 $205.73 - xNet - $205.73 Non -Standard Discount 1 ($143.24) - xNet - ($143.24) 1 3M Tier 3 Access 1 $327.61 - xNet - $327.611 No Data Service Required 1 $0.00 - xNet - $0.00 Data Only Service - Setup 1 $500.00 - xNet $500.00 - Charge Solution Discount 1 ($500.00) - xNet ($500.00) - $0.00 $390.10 MSx WAN (Install) PQE Code: Not Specified Description Qty Each Usage Type NRC MRC MSx WAN Service 1 $0.00 MSx Inbound Internet Failover - Block of 8 (5 usable) 1 $25.00 MSx - $0.00: $25.00' https://dash.tpx.com/ribeye/service/file?id=812484&deleteAfterServing=1 &inline=1 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 2/6 Inbound Internet Failover - Non Recurring Charge 1 $50.00 - xNet $50.00 - Non -Standard Discount 1 ($5.00) - xNet ($5.00) - MSx WAN Optimum 1 $0.00 - MSx - $0.00 MSx WAN - Optimum 100M 1 $205.00 - MSx - $205.00 Multi Services Router 100 1 $900.00 - xNet $900.00 - Multi Service Router - Optimum Prof Installation 1 $750.00 xNet $750.00 Non -Standard Discount 1 ($750,00) - xNe1 ($750.00) - SmartVoice - Related Voice Service 1 $0.00 MSx $0.00 TPx Provided DIA 1 $0.00 - MSx - $0.00 $945.00 $230.00 hltps:/ldash.lpx.com/ribeye/service/file?id=812484&deteteAfterServing=l &inline=1 3/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129 -ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC INSTALLMENT PAYMENT DETAILS Charge Description Monthly Payment Amount * Selected Term (months) Multi Services Router 100 Inbound Internet Failover - Non Recurring Charge $27.38 36 $1.37 36 Total of Monthly Payment Amounts $28.75 * Initial monthly installment payment amounts may vary based on rounding. ** Tota/ of installment payments will be different from the NRC cash price. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted -out NRC Amounts $0.00 Currently there are no opted -out NRCs. https://dash.tpx.com/ribeye/service/file?id=812484&deleteAfterServing=l &inline=1 4/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TCONItoUNitCArioNs Master Service Agreement Must include Service Agreement This Master Service Agreement (referred to as "Agreement' or "MSA") is made by and between U.S. TelePacific Corp. and/or its affiliated companies ("TPx Communications", also referred to as "our, us, we"), and the Customer described below ("Customer" also referred to as "you, I"), pursuant to the TPx Terms and Conditions, to which you agree and which are included in summary herein (available in full at www.tpx.com/terms ). CORPUS CHRISTI, CITY OF Company Legal Name (Individual if Sole Proprietorship Doing Business As (DBA) Legal Composition: f ] Corporation [ ] General Partnership [ ] LLP ( ] LLC [ ] Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General - This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment - This section covers when the Agreement becomes effective, when the Term starts and renews, how additional Services, if any, are handled, how billing will occur and what is included, how a deposit may be required, what happens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations - This section covers equipment for use with our Service and your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions. Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination - This section states the rights and duties related to termination of Services or the Agreement, the renewal of the Term, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity - This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and defense of certain claims. 6. Resolution of Disputes - This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions - This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. https://dash.lpx.com/ribeye/service/file?id=812.484&deleleAfterServing=1 &inline=1 5/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 8. Service Guarantee -- This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW J / FULL TERMS AND CONDITIONS SET FORTH AT www.tpx.com/terms ./ Mit" 911 FOR SMARTVOICE ADDENDUM SET FORTH AT www.tpx.com/wp-content/uploads/2017/03/911-for- S ma rtVoice-Addendum. pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ [� �ritj�p/ EQUIPMENT ADDENDUM SET FORTH AT www.tpx.com/Equipment-Addendum.pdf Initial MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf Initial MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTH AT www.tpx.com/MSx-Firewall.pdf InitialMSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf J �i3l lw� MSx SERVICES ADDENDUM SET FORTH AT www.tpx.com/MSx-Services.pdf J 4rytiQ L 12 MSx WAN ADDENDUM SET FORTH AT www.tpx.com/MSx-WAN.pdf Initial UCx ADDENDUM SET FORTH AT www.tpx.com/UCx- Addendum.pdf ./ it3l � SERVICE LEVEL AGREEMENTS (SLA) SET FORTH ATwww.tpx.com/sla By signing below, the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. X• Agreed by: Customer Signature Customer Name (Print) Alicia VVoo Date rte Prykri Title 512-735-7306 Sales Representative Name Phone v011619 https://dash.tpx.com/ribeyelservicelfile?id=812484&deleteAfterServing=1 &inline=1 616 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TP COMMUNICATIONS Service Agreement Quote/Order ID: 212167 CORPUS CHRISTI, CITY OF TPx Communications will provide Customer with the specified type and amount of Services at the rates, and terms and conditions listed below and on the Rate Schedule(s) that follow, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement (TAA)/Master Service Agreement (MSA) and any related Addendums that follow that govern this Service Agreement. For any Access, MSx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location, a new Service Term (as provided in the Term Length below) shall apply to any such Service. Federal, State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s) being ordered is 36 months. ("Term") RS ID Title Address Non -Recurring Recurring 391407 1201 LEOPARD ST, CORPUS CHRISTI TX 1201 Leopard St, Corpus Christi, TX 78401-2120 $0.00 $800.00 Totals $0.00 $800.00 Agreed by: Customer- { Ot 3r-,, ( 1 ate Customer Name (Print) Alicia Woo Sales Representative Name .9etn.�;eFz-3Bowend. Pry itle 512-735-7306 Phone 01/31/2019 Agreed by: Sales Manager Signature Date ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC v040117 TPX Rate Schedule #391407 1201 LEOPARD ST, CORPUS CHR/ST/ TX Quote ID: 212167 1/25/2019 CORPUS CHRISTI, CITY OF Good through: 2/23/2019 Address: 1201 Leopard St, Corpus Christi, TX 78401-2120 The term for Services) being ordered is 36 months ("Term"). ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TPx Data Service (Install) Description Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 xNet- $0.00 r �I 1G Port 1 $3,355.96 - xNet - $3,355.96 Non -Standard Discount 1 ($3,000.00) xNet - ($3,000.00) 1G Tier 1 Access (ICB Code: NS_RO) 1 $519.98 - xNet - $519.98 Non -Standard Discount 1 ($204.74) - xNet - ($204.74) Internet 1 $128.80 - xNet - $128.80 IPv4 - IP Address - 128 1 $0.00 - xNet- $0.00 Data Only Service - Setup Charge 1 $500.00 - xNet $500.00 - Non -Standard Discount 1 ($500.00) - xNet ($500.00) - $0.00 $800.00 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC INSTALLMENT PAYMENT DETAILS Charge Description Monthly Payment Amount' Selected Term (months) Total of Monthly Payment Amounts $0.00 Currently there are no monthly installment payments. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted -out NRC Amounts $0.00 Currently there are no opted -out NRCs. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC T� I1UN!CATJONS Master Service Agreement Must include Service Agreement This Master Service Agreement (referred to as "Agreement" or "MSA") is made by and between U.S. TelePacific Corp. and/or its affiliated companies ("TPx Communications", also referred to as "our, us, we"), and the Customer described below ("Customer" also referred to as "you, I"), pursuant to the TPx Terms and Conditions, to which you agree and which are included in summary herein (available in full at www.tpx.com/terms ). CORPUS CHRISTI, CITY OF Company Legal Name (Individual if Sole Proprietorship Doing Business As (DBA) Legal Composition: [ ] Corporation [ 1 General Partnership [ ] LLP [ ] LLC ( ] Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General — This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment —This section covers when the Agreement becomes effective, when the Term starts and renews, how additional Services, if any, are handled, how billing will occur and what is included, how a deposit may be required, what happens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations — This section covers equipment for use with our Service and your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions. Also included is your responsibility to pay any 3`d party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination — This section states the rights and duties related to termination of Services or the Agreement, the renewal of the Term, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity — This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and defense of certain claims. 6. Resolution of Disputes — This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions — This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee — This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW ✓ /et/ �� FULL TERMS AND CONDITIONS SET FORTH ATwww.tpx.com/terms / In. ;al aAT 911 FOR SMARTVOICE ADDENDUM SET FORTH www.tpx.com/wp-content/uploads/2017/03/911-for- SmartVoice-Addendum.pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ 1 fti EQUIPMENT ADDENDUM SET FORTH AT www.tpx.com/Equipment-Addendum.pdf ni,al Initial MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTFI AT www.tpx.com/MSx-Firewall.pdf Initial MSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf ✓ 14j 15 MSx SERVICES ADDENDUM SET FORTH AT www.tpx.com/MSx-Services.pdf / I i MSx WAN ADDENDUM SET FORTH AT www.tpx.com/MSx-WAN.pdf Initia! UCx ADDENDUM SET FORTH AT www.tpx.com/UCx- Addendum.pdf ✓ 0Xf(�( 3-t) SERVICE LEVEL AGREEMENTS (SLA) SET FORTH ATwww.tpx.com/sla By signing below, the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. Agreed by: Customer Signature \!,\kv: Date i ret-oc r ' Rm ILLStrvic_..s Customer Name (Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone vD1161e -. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TricommuN:CATrc;dds This Master Service Agreement (referred to as "Agreement" or "MSA' affiliated companies ("TPx Communications", also referred to as "our, referred to as "you. I"), pursuant to the TPx Terms and Conditions, to (available in full at www.tpx.com/terms ). CORPUS CHRISTI, CITY OF Company Legal Name (Individual if Sole Proprietorship Master Service Agreement Must include Service Agreement ') is made by and between U.S. TelePacific Corp. and/or its us, we"), and the Customer described below ("Customer" also which you agree and which are included in summary herein Doing Business As (DBA) Legal Composition: [ I Corporation ( ) General Partnership ( ) LLP [ ] LLC [ ] Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General - This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment - This section covers when the Agreement becomes effective, when the Term starts and renews, how additional Services, if any, are handled, how billing will occur and what is included, how a deposit may be required. what happens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations -This section covers equipment for use with our Service and your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions. Also included is your responsibility to pay any 3` party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination - This section states the rights and duties related to termination of Services or the Agreement, the renewal of the Term, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity - This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and defense of certain claims. 6. Resolution of Disputes - This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions - This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision ofthe Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee - This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 P14 UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC ENV9999869 9/3019m1B93 ENV41861874 1/31/2019 5 ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum") is made as of the 4th day of September 2018, by and between TPx Communications Co., a Washington corporation (flkla TelePacific Communications Co.), 11501 Domain Drive, Suite 110, Austin, TX 78758 ("TPx") and City of Corpus Christi, a Texas municipality, with offices at 1201 Leopard Street, Corpus Christi, TX 78401-2120 ("Customer"). This Addendum amends and modifies that certain Telecommunication count A reement between TPx and Customer signed by Customer on the 5 day of L ! 04 ("Agreement"), as follows: 1. Based on the volume of Services ordered by Customer and the competitive conditions in the marketplace for telecommunications services, TPx agrees to provide Services to Customer pursuant to Terms and Conditions and rates applicable to the Agreement as modified below based upon Customer's commitment to a one (1) year term ("Service Term") and other fees and charges set forth in the Agreement, which is different from those Terms and Conditions provided for those same Services to others: 2. Delete the first (15') and second (2"4) sentences of subsection (d) of Section 5 of the Terms and Conditions of the Agreement. 3. At the beginning of the first (131) sentence of subsection (d) of Section 6 of the Terms and Conditions of the Agreement, insert the following: "To the extent allowed by Texas law,". 4. Except as modified by this Addendum, all of the other provisions of the Agreement shall remain in full force and effect. TPx Communications Co., a Washington corporation By: Name: Derrick Flowers Title: Sales Manager APPROVED BY LEGAL v_e_ L: (- -i a 9-59281-EBBa-M239-xFES 75913 0 5 PEIMUUEC -6129-ADFE-8388-ABFB :40:10 PM UTC City of Corpus Christi, a Texas municipality eit/�� ,-7 q'1o110 By: Name: Title:. t` ved as to form• 18 Assis For t City Attor ey Attorney SECOND ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Second Addendum to Telecommunications Account Agreement ("Addendum") is made as of the 4th day of February 2019, by and between TPx Communications Co., a Washington corporation (f/k/a TelePacific Communications Co.), 11501 Domain Drive, Suite 110, Austin, TX 78758 ("TPx") and City of Corpus Christi, a Texas municipality, with offices at 1201 Leopard Street, Corpus Christi, TX 78401-2120 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TPx and Customer signed by Customer on the 5th day of September 2018 ("Agreement"), Addendum dated the 4th day of September 2018 and 911 for SmartVoice Addendum thereto and related Service Agreements, as follows: 1. Based on the volume of Services ordered by Customer and the competitive conditions in the marketplace for telecommunications services, TPx agrees to provide Services to Customer pursuant to Terms and Conditions and rates applicable to the Agreement as modified below based upon Customer's commitment to a Service Term and other fees and charges set forth in the Agreement, which is different from those Terms and Conditions provided for those same Services to others: 2. Insert the following new subsection (j) following subsection (i) of Section 7 of the Terms and Conditions of the Agreement: "(j) Non -Appropriation. The continuation of the Agreement after the close of your fiscal year, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering the Agreement as an expenditure in said budget, and it is within the sole discretion of your City Council to determine whether or not to fund the Agreement." 3. Insert the following new subsection (k) following subsection (j) of Section 7 of the Terms and Conditions of the Agreement: "(k) Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, you may not enter into a contract with a company for goods or services unless the contract contains a written verification from TPx that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. We verify that our company does not boycott Israel and will not boycott Israel during the term of the Agreement." 4. The Service Term for any Service Agreement with a Service Term of thirty-six (3 6) or twenty-four (24) months must be ratified by Customer's City Council. If the Service Agreement is not ratified, the Service Term shall expire at the end of twelve (12) months. Each Service Agreement is subject to appropriation of funds in Customer's annual budget. 5. Notwithstanding any other provisions to the contrary in Sections 2(b) and 4(a) of the Terms and Conditions of the Agreement, at the end of any Service Term, the Service Term shall not renew unless ratified by Customer's City Council. 6. In the 911 SmartVoice Addendum, delete the last sentence in the first paragraph under "Disclaimer of Liability and Indemnification". ENV32533049-0582-ABBB-3802-DDAB 2/5/2019 6:50:05 PM UTC 7. Except as modified by this Addendum, all of the other provisions of the Agreement shall remain in full force and effect. TPx Communications Co., City of Corpus Christi, a Washington corporation a Texas municipality By: 'Qe-nA .e±k- 6Hwe-it,a- By: Name: Derrick Flowers Name: 1..t 6.p Y� Title: Sales Manager Title: 1A(Q{b(oe emancea.c SeYv ckxS APPROVED BY LEGAL 2 roved as to form' Zl t7 Assistant City Attorney For City Attorney ENV32533049-0582-ABBB-3802-DDAB 2/5/2019 6:50:05 PM UTC 0.1‘yz Envelope Subject: Documents: Document Hash: Envelope ID: Sender: Sent: Status: Status Date: Data City CC Addendum City of Corpus Christi Second Addendum to TAA 02 04 19.pdf 5531302 ENV 32533049 -0582 -AB B B -3802-D DAB Alicia Woo 2/5/2019 5:27:37 PM UTC Completed 2/5/2019 6:50:05 PM UTC Recipients / Roles Name / Role Alicia Woo Derrick Flowers Alicia Woo Document Events Address awoo@tpx.com dflowers@tpx.com awoo@tpx.com Type Sender Signer Signer Name / Roles Email IP Address Date Event 2/5/2019 Alicia Woo awoo@tpx.com 52.29.113.231 5:27:37 PM Created UTC 2/5/2019 Derrick Flowers dflowers@tpx.com 208.57.0.134 6:38:15 PM Signed UTC 2/5/2019 Alicia Woo awoo@tpx.com 136.49.116.236 6:50:06 PM Signed UTC 2/5/2019 6:50:05 PM Status - Completed UTC Signer Signatures Signer Name / Roles Derrick Flowers Alicia Woo Signature CL&L& 1Y►'a s- Envelope Data Subject: City CC Contract Documents: TPX Service Agreement and Addendums.pdf Document Hash: 37262497 Envelope ID: ENV77998701-6728-CCCF-0733-FFEB Sender: Alicia Woo Sent: 1/30/2019 6:25:35 PM UTC Status: Completed Status Date: 1/30/2019 7:11:05 PM UTC Recipients / Roles Name / Role Alicia Woo Derrick Flowers Alicia Woo Address awoo@tpx.com Type dflowers@tpx.com awoo@tpx.com Sender Signer Signer Document Events Name / Roles Email Alicia Woo Derrick Flowers Alicia Woo awoo@tpx.com dflowers@tpx.com awoo@tpx.com IP Address 52.29.113.231 107.77.231.168 136.49.116.236 Date 1/30/2019 6:25:35 PM UTC 1/30/2019 6:33:10 PM UTC 1/30/2019 7:11:06 PM UTC 1/30/2019 7:11:05 PM UTC Event Created Signed Signed Status - Completed Signer Signatures Signer Name / Roles Derrick Flowers Alicia Woo Signature -11ewer�,o. ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC Envelope Data Subject: Documents: Document Hash: Envelope ID: Sender: Sent: Status: Status Date: Counter Sign City of CC Fully Executed TPX Service Agreement.pdf 42198774 EN V41861874 -6129 -AD FE -8388 -AB FB Alicia Woo 1/31/2019 2:54:20 PM UTC Completed 1/31/2019 5:40:10 PM UTC Recipients / Roles Name / Role Alicia Woo Derrick Flowers Document Events Address awoo©tpx.com dflowers@tpx.com Type Sender Signer Name / Roles Email IP Address Date Event 1/31/2019 Alicia Woo awoo@tpx.com 52.29.113.231 2:54:20 PM Created UTC 1/31/2019 Derrick Flowers dflowers@tpx.com 65.60.80.217 5:40:11 PM Signed UTC 1/31/2019 5:40:10 PM Status - Completed UTC Signer Signatures Signer Name / Roles Derrick Flowers Signature �-�P.ewesca- AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC(a�cctexas.com (361) 826-3735 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2cctexas.com (361) 826-3169 Service Agreement for Commvault and Nimble Software Support for IT CAPTION: Motion authorizing two one-year service agreements with Freeit Data Solutions of Austin, Texas for Commvault software support for $53,657.55 and for Nimble software support for $40,154.82, for a total amount not to exceed $93,812.37. PURPOSE: This item is to authorize two one-year service agreements for software support for the City's storage area network and data backup solution for Information Technology. BACKGROUND AND FINDINGS: The City entered into a purchase agreement with Freeit Data Solutions in 2014 for the hardware and software used for our storage area network as well as the software used for our data backup solution. The storage area network, manufactured by Nimble, is used as data storage for all City files including servers, databases and other electronic data storage needs. The initial agreement was for a five-year term and staff is requesting a new one-year maintenance agreement to allow for continued support of this critical system. The current hardware is at the end of its life after this one-year extension and will not be renewed further. The data backup solution, Commvault, is used to provide backup and recovery service for over 300 servers and 150 terabytes (TB) of data. This software is critical to our disaster recovery and business continuity. The initial five-year coverage term is ending, and staff is requesting a new one-year maintenance agreement to allow continued support for this system. This purchase is procured through a Texas Department of Information Resources (DIR) cooperative agreement number DIR-TSO-3047 and DIR-TSO-4160 respectfully. 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: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $338,125.60 $0 $338,125.60 Encumbered / Expended Amount $56,903.20 $0 $56,903.20 This item $93,812.37 $0 $93,812.37 BALANCE $187,410.03 $0 $187,410.03 Fund(s): Info Tech Comments: N/A RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreements SERVICE AGREEMENT NO. 68239 Commvault Premium Renewal Software Support THIS Commvault Premium Renewal Software Support Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Freeit Data Soluitions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Commvault Premium Renewal Software Support in response to Request for Bid/Proposal No. DIR-TSO-3047 ("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 Commvault Premium Renewal Software Support ("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 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 $53,657.55, 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: Francisco Franco Department: Information Technology Phone: 361-826-3783 Email: FrancoF@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 001 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 001 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: Francisco Franco IT Network Supervisor Address: 1201 Leopard Street, Corpus Christi, Texas 78401 Phone: 361-826-3783 Fax: 361-826-3048 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Freeit Data Solutions Attn: Dulari von Christierson Title: Director of Operations Address: 900 East 6th Street, Suite 102, Austin, Texas 78702 Phone: 512-593-5212 Fax: 888-416-0471 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 Name: Dulari von Christierson Title: Director of Operations Date: 02/22/2019 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. DIR-TSO-3047 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 SCOPE OF WORK: ATTACHMENT A: SCOPE OF WORK • Contractor will provide CommVault premium backup software support and maintenance license. This support consists of online and remote support when applicable. • The premium support will address mission critical environments as it provides comprehensive 24/7 coverage period. The premium support includes as a minimum: o 24 -hours a day, 7 -days a week access to maintenance advantage self- help website o Notifications for critical software updates and product fixes o Notifications for product related enhancements o Software updates o Patch releases • The term of this agreement is for twelve months. • Support Period Start Date: 02/25/2019 • The premium support renewal package includes the following items: ✓ Commvault Premium Renewal - Part # S-PREM-RNWL ✓ Data Archive Enterprise feature pack, 1TB capacity - Part # SB-C-DAE-1T ✓ Data Protection Enterprise feature pack, 1TB capacity - Part # SB-C-DPE-1T ✓ Commvault Backup & Recover - Per Front End TB - Part # CV -BR -FT ✓ Commvault File Archive Enterprise - Per TB, Capacity License, Perpetual, TIER B (11-50) - Part # SB-C-FAE-1T ✓ Commvault VM Backup & Recovery Foundation - Per VM (10 Pack), So - Part # SB-CSIM-V-F-10 Page 1 of 1 ATTACHMENT B: QUOTE/PRICING SCHEDULE CITY OF CORPUS CHRISTI QUOTE FORM 1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, vendor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL Commvault Premium Renewal Support as specified in the Scope of Work 1 YR $53,657.55 $53,657.55 TOTAL $53,657.55 COMPANY: Freeit Data Solutions Contract # DIR-TSO-3407 NAME OF PERSON AUTHORIZED TO SIGN: Dulari von Christierson ADDRESS: 900 East 6th St., Suite 102 CITY / STATE/ZIP: Austin, TX 78702 PHONE: 512-593-5212 EMAIL: dulari@freeitdata.com FAX: 888-416-0 1 DATE: 02/13/2019 SIGNATURE: TITLE: Director of Operations THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page 1 of 1 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS Section 5 is null for this agreement. Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Section 8 (A) and (B) is null for this agreement. Page 1 of 1 SERVICE AGREEMENT NO. 68349 Nimble Storage Hardware Support Services THIS Nimble Storage Hardware Support Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Freeit Data Soluitions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Nimble Storage Hardware Support Services in response to Request for Bid/Proposal No. DIR-TSO-4160 ("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 Nimble Storage Hardware Support Services ("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 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 $40,154.82, 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: Francisco Franco Department: Information Technology Phone: 361-826-3783 Email: FrancoF@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 001 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 001 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: Francisco Franco IT Network Supervisor Address: 1201 Leopard Street, Corpus Christi, Texas 78401 Phone: 361-826-3783 Fax: 361-826-3048 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Freeit Data Solutions Attn: Dulari von Christierson Title: Director of Operations Address: 900 East 6th Street, Suite 102, Austin, Texas 78702 Phone: 512-593-5212 Fax: 888-416-0471 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 Printed Name: Dulari vonn Christierson Title: Director of Operations Date: 02/22/2019 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. DIR-TSO-4160 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 SCOPE OF WORK: ATTACHMENT A: SCOPE OF WORK • Contractor will provide Nimble Storage Hardware Support Services maintenance. • This support consists of online and remote support when applicable. • Nimble Storage Hardware Support Services includes the following support: o 24x7 support with around-the-clock support via email, phone, and online support portal access o 4 -hour parts delivery and on-site parts replacement support on parts listed in the SLA below o NBD Parts exchange on items listed below in the SLA o Advanced Hardware replacement for hardware covered in the SLA • Support Start Date: 3/14/2019 • Support Term: Eight to twelve months based on hardware end of life. • The Service Level Agreement (SLA) will cover the following assets: SLA Product Code Serial Number HPE Serial Number 4 Hour Parts Exchange CS460G-X2 AF -105239 AF105239NIM 4 Hour Parts Exchange ES1-H65 AF -106203 AF106203NIM 4 Hour Parts Exchange ES1-H65 AF -106204 AF106204NIM NBD Parts Exchange CS240G AF -106253 AF106253NIM 4 Hour Parts Exchange NGA-CS500 AF -106151 AF106151 NIM NBD Parts Exchange CS260G AA -105334 AA105334NIM NBD Parts Exchange ES1-H65 AF -106165 AF106165NIM NBD Parts Exchange ES1-H65 AF -106191 AF106191NIM NBD Parts Exchange CS260G AA -105315 AA105315NIM NBD Parts Exchange ES1-H65 AF -106207 AF106207NIM NBD Parts Exchange CS260G AA -105349 AA105349NIM 4 Hour Parts Exchange CS240G AF -106252 AF106252NIM NBD Parts Exchange ES1-H65 AF -109409 AF109409NIM 4 Hour Parts Exchange ES1-H65 AF -112117 AF1 121 17NIM NBD Parts Exchange ES1-H85 AF -1 11929 AF111929NIM Page 1 of 1 ATTACHMENT B: BID/PRICING SCHEDULE DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL NBD SUPPORT. Part # Q8H29A, NS CS ES1 45TB HDD 60DGB Cache Shelf Serial Numbers: AFTO6203NIM. AF106165NIM, AF109409NIM. AF106191NIM,AF106207NIM Support Period Start Date: 3/14/2019 Support Period Duration: 3/14/2019- 12/11/2019 5 _ =A $1. 4d.85 $6,72425 NBD SUPPORT. Part # Q8H31 A. NS CS ES1 6018 HOD 1.6TB Cache Shelf Serial Number:AF111929NIM Support Period Start Date: 3/14/2019 Support Period Duration: 3114/2019-12/11/2019 1 EA $1,221.99 $1221.99 NBD SUPPORT. Part # Q8G86A. NS CS260G Hybrid Base Array. Serial Number: AA105315NIM,AA105334NIM AA105349NIM Support Period Start Date: 3/14/2019 Support Period Duration: 3/14/2019-12/11/2019 3 EA $3,515.73 $10547.19 NBC] SUPPORT. Part # O8G80A, NS C32400 Hyhid Base Array, Serial Number: AF106252N IMI. AF10625311M Support Period Start Date: 3/14/2014 Support Period Duration_3/14/2019-12/11/2019 _ =A $2,751.14 $5,50228 4HR SUPPORT, PART # OBH11A. NS CS4600-X2 Hybrid Base Array, Serial Number: AF105239NIM Support Period Start Tarte: 3/1412019 Support Period Duration:3/14/2019 - 1 2/11/2019 1 =A $4,988.53 $4,888.53 4HR SUPPORT, PART # OBH13A. NS 05500 Hybrid Base Array, Serial Number: AF106151 NIM Support Period Start Tarte: 3/14/2019 Support Period Duration:3/14/2019 - 3/13/2020 1 _ =A $6„627.82 $6,427.82 4HR SUPPORT, PART # O131120A. NS CS Hybrid 36TB HDD Bndl, Support Period Start Date: 3/14!2019 Support Period Duration:3/14/2019 - 3/13/2020 1 =A $716.19 $716.19 4HR SUPPORT, PART # 081188A, HPE NS 2x10GbE 2p Adptr Kit, Support Period Start Date: 3/14!2019 Support Period Duration:3/14/2019 - 3/13/2020 1 =A $302.99 $302.99 4HR SUPPORT, PART #08H15A, Support Period Start Date: 3/14/2019, NS CS Hybrid 2.4TB Cache Bndl Support Period Duration: 3/14/2019-12/1112019 1 =A $564.88 $564.88 4HR SUPPORT, PART #O8H29A, NS CS ES1 4513 HDD 60008 Cache Shelf. Serial Number AF106204NIM. AF112117NIM Support Period Start Date: 3/14/2019 Support Period Duration:3/14/2019-12/1112019 � _ =A $1,479.35 $2,958.70 DIR !Discounted Total: $49,919.00 Aaditional Discount_ 1$9,764.18] TOTAL $40,154.82 COMPANY: Freeit Data Solutions DI R -TS O-4160 NAME OF PERSON AUTHORIZED TO SIGN: Dulari von Christierson ADDRESS: 900 E. 6Th ST., Suite 102 CITY / STATE/ZIP: Austin, TX 78702 PHONE: 408-398-6640 EMAIL: dulari@freeitdata.com DATE: 02/19/2019 TITLE: Director of Operations THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page 1 of 1 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS Section 5 is null for this agreement. Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Section 8 (A) and (B) is null for this agreement. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: March 19, 2019 Keith Selman, Interim City Manager FROM: Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361.826.7205 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2@cctexas.com 361.826.3169 Cooperative purchasing program with Minnesota Multistate Contracting Alliance CAPTION: Resolution authorizing participation in cooperative purchasing program with the Minnesota Multistate Contracting Alliance for Pharmacy, for the purchase of pharmaceuticals for the City and the Corpus Christi-Nueces County Public Health District. PURPOSE: This action will allow the City and the Corpus Christi-Nueces County Public Health District (CCNCPHD) to participate in the State purchasing program to purchase pharmaceuticals and other related items. BACKGROUND AND FINDINGS: Pharmaceuticals for the Corpus Christi-Nueces County Public Health District used to be purchased at a very low rate through the Texas Department of State Health Services Comptroller of Public Accounts Office. Recently the Texas Comptroller stopped providing this service and joined into a cooperative agreement (Vaccines & Biologicals) with Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP). In order for the CCNCPHD to purchase pharmaceuticals at the reduced State rate the City must execute an application and agreement to participate in the MMCAP cooperative purchasing program also. ALTERNATIVES: City Council could choose not to approve the cooperative purchasing program with MMCAP and CCNCPHD will have to pay the higher prices for pharmaceuticals. OTHER CONSIDERATIONS: None 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): RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Purchasing LIST OF SUPPORTING DOCUMENTS: Resolution Application Agreement Resolution authorizing participation in cooperative purchasing program with the Minnesota Multistate Contracting Alliance for Pharmacy, for the purchase of pharmaceuticals for the City and the Corpus Christi-Nueces County Public Health District. WHEREAS, in order to increase the efficiency and effectiveness of local governments, Chapter 271, Subchapter F of the Texas Government Code authorizes the City to enter into cooperative purchasing programs with local cooperative organizations of the State of Texas or another state; WHEREAS, the State of Minnesota has created the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP), a cooperative purchasing program which allows state and local entities to procure healthcare and pharmaceutical products at a discounted rate; WHEREAS, in order to procure health care and pharmaceutical products for the City and the Public Health District through MMCAP, the City must establish an account by executing an application for admission to MMCAP and execute the MMCAP Facility Agreement; and WHEREAS, admission to MMCAP will be highly beneficial to the taxpayers through the anticipated savings and efficiencies to be realized. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Manager, or designee, is authorized to execute all necessary documents with the Minnesota Multistate Contracting Alliance for Pharmacy in order to establish a new account and procure pharmaceutical products for the City and the Corpus Christi-Nueces County Public Health District. A copy of the MMCAP application and agreement are attached. ATTEST: CITY OF CORPUS CHRISTI Rebecca L. Huerta City Secretary Corpus Christi, Texas of Joe McComb Mayor 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 (*liPM( MMCAP Minnesota Multistate Contracting Alliance for Pharmacy 651.201.2420 www.mmcap.org Membership Application and Facility Agreement Instructions for Completion Thank you for your interest in membership with the Minnesota Multistate Contracting Alliance for Pharmacy (MMCAP). Processing a new membership application generally takes less than a week after MMCAP receives it. You will receive a welcome letter and copy of the fully executed Membership Application and Facility Agreement after the membership has been activated. Eligibility Membership in MMCAP is limited to facilities that: 1. Have legal authority to contract with the State of Minnesota, and 2. The State of Minnesota has legal authority to contract with the entity. Minnesota's authority is limited by Minnesota Statutes Section 471.59, subdivision 10 to: • Other states • Agencies of other states • Counties • Cities • School Districts • Federally recognized Indian tribes • Entities recognized by the member state's statutes as authorized to use that state's commodity or service contracts (Minnesota Statutes Section 16C.03, subdivision 10 — found at: https://www.revisor.mn.gov/statutes/?id=16C.03). Application Check List: ❑ Membership Application completed with each question answered If this application includes multiple ship -to locations contact MMCAP Membership at 651.201.2420 or MMCAP.Membership@state.mn.us. ❑ Facility Agreement signed by proper authority of the facility applying ❑ Membership Application and Facility Agreement forwarded to MMCAP for final processing, at MMCAP.Membership@state.mn.us If you have any questions, please contact MMCAP at 651.201.2420. Rev. 11/2018 Page 1 of 7 (TJ( MMCAP Minnesota Multistate Contracting Alliance for Pharmacy Membership Application and Facility Agreement Forward the completed Membership Application and executed Facility Agreement to MMCAP for final processing, at MMCAP.Membership@state.mn.us 1. Facility Information: * If this application includes multiple ship -to locations contact MMCAP Membership at 651.201.2420 Legal Name: (no abbreviations or acronyms) Corpus Christi - Nueces County Public Health District "Bill To" Street Address: 1702 Horne Road City: Corpus Christi State: Texas Zip: 78416 "Ship To" Street Address: 1702 Horne Road City: Corpus Christi State: Texas Zip: 78416 Facility Website: Primary Contact Name: Jessica Hernandez Title: Immunization Program Manager Primary Contact Email: jessicah2@cctexas.com Primary Contact Phone: 361-826-1303 Second Contact Name: (two contacts must be listed for facility) Belinda Granados Title: LVN Second Contact Email: belindaar a(�cctexas.com Second Contact Phone: 361-826-1719 2. What type of entity is the facility? (Check one) ❑ State Government ❑ County/Parish Government ❑x Municipal Government ❑ Non-government Private — non-profit ❑ Federal Government 3. What is the primary purpose of your facility? (Check one) ❑ ❑ Public Safety/First Responders ❑ ❑ School/College/University Central Purchasing/Business Office Correctional Facility Convalescence/Nursing Facility Mental Health Public Health Rev. 11/2018 ❑ Veterinary 0 Other Page 2 of 7 4. Facility Identifiers: a) Health Industry Number (HIN), if unknown leave blank: b) Facility's State Pharmacy License Number, if applicable: 7062 c) DEA Number, if applicable (required for controlled substances): 5. Indicate which MMCAP programs the facility intends to use? (Check all that apply) ❑ Pharmacy Program ❑x Pharmaceutical Wholesaler Services (AmerisourceBergen, Cardinal Health, or Morris & Dickson) 0 Products ❑ Prescription Drugs (other than vaccines) x❑ Vaccines (other than influenza) ❑ Over-the-counter ❑ Nutritionals ❑ Diabetic Supplies (meters/strips/syringes) ❑ Containers and Vials ❑ Contract Price Auditing ❑ Returned Goods Processing ❑ Pharmaceutical Repackaging ❑x Influenza Vaccine Program O Prescription Filling/Pharmacy Service Program ❑ Student Health Oral Contraceptives Program ❑ Emergency Preparedness/Stockpiling Program O Healthcare Products and Services Program ❑ Medical Supplies & Distribution Services ❑ Dental Supplies & Distribution Services ❑ Drug Testing Kits and Services ❑ Condoms 6. If anything under "Pharmacy Program" was checked please answer this question, otherwise skip. Within the past year, has this facility been affiliated with a pharmaceutical group purchasing organization (GPO) other than MMCAP? (Please check one.) ❑ No O Yes, but the facility is switching to MMCAP. Attach a signed letter on the facility's letterhead stating that it wishes to discontinue your association with its current pharmaceutical GPO and use MMCAP instead. x❑ Yes and the facility will remain with its current GPO. Current pharmaceutical GPO Name: Casa Physicians Alliance Products the facility currently purchases: Vaccines offered by Merck and Sanofi ******************* MMCAP WIT J. COMPLETE THESE TWO QUESTIONS ******************** 7. Specific legal authority under which this facility may purchase goods and services from MMCAP: 8. Is the facility 340B (PHS)* Eligible? *The Federal 340B Drug Pricing Program provides significant pharmaceutical discounts to facilities receiving certain types of federal government funding. ❑ Yes ❑ No ******************************************************************************************* Rev. 11/2018 Page 3 of 7 9. Which best describes this facility? (Check all that apply) Acute Care Adult Daycare Ambulatory Care Pharmacy Assisted Living Clinic (if checked, then check all that apply) city dental dialysis oncology infusion clinic or practice outpatient radiology services state surgical WIC (women, infant, children) ❑ Central Purchasing/Business Office ❑x Community/Public Health Nursing ❑ Corrections ❑ city Jail ❑ county Jail ❑ Juvenile Detention ❑ state Prison ❑ Dentist ❑ Detoxification ❑ Education ❑ school district ❑ elementary ❑ secondary ❑ post -secondary ❑ Emergency First Responders ❑ Emergency Medicine & Ambulance ❑x Emergency Preparedness ❑ Health Service ❑ Home Health ❑ home health provider, non pharmacy ❑ home infusion ❑ home medical equipment ❑ Hospice ❑ Hospital (if checked, then check all that apply) ❑ acute care Rev. 1 1 /2018 city/county/state dialysis long-term care oncology infusion clinic or practice outpatient radiology services surgical ❑ Juvenile Detention ❑x Laboratory services O Long Term Care ❑ Mail Order Pharmacy ❑ Mental Health (if checked, then check all that apply) ❑ ICF / IDD n inpatient O outpatient ❑ developmental disabilities ❑ No Care Provided ❑ Nursing Facility convalescences nursing home inpatient outpatient ❑x Nutrition Services O Other (State and Local Gov't) healthcare related: ❑x Patient Population Served ❑x pediatrics n adult ❑x geriatrics ❑x Public Health O Public Safety O Rehabilitation ❑ inpatient ❑ outpatient ❑ skilled nursing facilities O Research/Training ❑ Senior Services ❑ Skilled Nursing Facilities ❑ Specialty Pharmacy/Special Care ❑ Student Health O Surgery Center ❑ University (if checked, then check all that apply) O teaching hospital O training or research (clinic research centers) ❑ college student health services ❑ pharmacy school O Urgent Care Center n Veterans Home — State O Veterinary ❑ veterinary medicine O veterinary medicine — university dept. ❑ veterinary zoological medicine (if checked, then check all that apply) Page 4 of 7 (*111( ilCAP Minnesota Multistate Contracting Alliance for Pharmacy 50 Sherburne Avenue, Suite 112, St. Paul, MN 55155 651.201-2420 www.mmcap.org Member Facility Agreement This Agreement is by and between the State of Minnesota, acting through its Commissioner of Administration on behalf of Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") and the facility named in line one of the Membership Application. MMCAP is a free, voluntary, public sector group purchasing organization for government -authorized facilities and is operated by the Office of State Procurement of the State of Minnesota's Department of Administration. It combines the purchasing power of its members to receive the best prices available for the products and services for which it contracts. Membership in MMCAP is limited to facilities with which the State of Minnesota may contract, as defined by Minnesota Statutes Section 471.59, subdivision 10. The Member Facility desires to access MMCAP's programs to purchase products and services for the Member Facility. 1. Term of Agreement and Cancellation This Agreement, which is required by 42 C.F.R. § 1001.952(j) and Minnesota law, will be effective upon the date it is fully executed by all parties; and will remain in effect until cancelled by MMCAP or the Member Facility. This Agreement may be cancelled by either party upon 30 days' written notice to the other party, or immediately upon material breach by one of the parties. 2. Member Facility The Member Facility: A. Certifies it has authority to enter into this Agreement with the State of Minnesota and, where applicable, authorizes MMCAP to negotiate contracts on its behalf. For non-government entities, also certifies it has statutory authority under which it may purchase goods and services from its state's contracts. B. Must comply with all applicable laws, rules, and regulations governing government purchasing of pharmaceuticals, and related healthcare products and services when utilizing MMCAP contracts and programs. C. Should endeavor, where practical, to purchase its goods and services from MMCAP contracts. D. Acknowledges it will be bound by applicable antitrust laws (Robinson-Patman (15 U.S.C. 13 (a)) and purchase products for its "own use" as defined by Abbott Labs v. Portland Retail Druggists (425 U.S. 1(1976)) and Jefferson County Pharmaceutical Association, Inc. v. Abbott Labs (460 U.S. 150 (1983)). E. Will not resell (as may be prohibited by law) or divert products obtained under the MMCAP contracts. If there are any questions about the propriety of the use of products purchased from the MMCAP contracts, the Member Facility will obtain an opinion from its legal counsel and notify MMCAP of the decision. F. When applicable, acknowledges that the prices made available under MMCAP's contracts may represent a discount to price that must be properly and accurately accounted for and reported in accordance with all federal and state laws, including the anti -kickback law (42 C.F.R. § 1320a- 7b(b)(3)(A)) and regulations thereunder (42 C.F.R. §1001.952(h)). G. Must comply with the terms and conditions of the applicable MMCAP vendor contracts and usual and customary industry standards, upon making a purchase. H. Understands that MMCAP is not liable for any denied pricing, chargeback, refusal of vendors to honor contract pricing, or failure of vendors to deliver the products or services. THE Rev. 11/2018 Page 5 of 7 MEMBER FACILITY ACKNOW EDGES THAT MMCAP IS NOT THE MANUFACTURER OR DISTRIBUTOR OF ANY PRODUCT AND SERVICE AND MAKES NO REPRESENTATION AS TO WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, OR OTHER ATTRIBUTE OF THE PRODUCTS SUPPLIED BY VENDORS UNDER MMCAP CONTRACTS. I. Must update MMCAP regarding changes to the Member Facility information and contact person information. J. Must promptly pay MMCAP-contracted vendors for all products or services purchased. MMCAP does not assume any responsibility for the accountability of funds expended by the member Facility. 3. MMCAP MMCAP will: A. Select products or services for cooperative contracting under the programs offered. B. Comply with Minnesota laws, including procurement and data practices, that require fair and open competition. C. Make available copies of contract documents. D. Maintain vendor performance records. E. Assist in resolving administrative, contract, or supplier problems that cannot be resolved by the Member Facility. F. Provide information to the Member Facility regarding products and services available through the MMCAP program. G. Distribute to Member Facilities any unused administrative fees collected from contracted vendors (Article 4 below); and annually disclose in writing to Member Facilities, and to the Secretary of the United States Department of Health and Human Services upon request, the amounts received by MMCAP from vendors that were directly attributable to the Member Facility's purchases. 4. Administrative Fee Collected from MMCAP's Vendors The MMCAP Managing Director may, pursuant to contract terms and conditions, require the contracted vendors (not Member Facilities) to pay an administrative fee to MMCAP. The fee of not more than three percent will be based on a percentage of sales made through the individual contracted vendor. Fees will be collected by the MMCAP office and used to pay for the administrative costs incurred in the operation of MMCAP as approved by the MMCAP Managing Director. Any remaining balance of funds will be returned to active members by means of either a credit to their wholesaler or distributor account, or other mechanism agreed to by the parties, in an amount proportional to the Member Facility's on -contract purchases. 5. Assignment, Amendments, Waiver, and Contract Complete 5.1 Assignment. Neither party may assign or transfer any rights or obligations under this Agreement without the prior consent of the other party and a fully executed assignment agreement. 5.2 Amendments. Any amendment to this Agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original agreement. 5.3 Waiver. If either party fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. 6. Liability Each party will be responsible for their own acts and behavior and the results thereof. Nothing in this membership agreement will be construed as expanding the limits of liability of the Member Facility beyond the limits of the law of its state. MMCAP's liability is governed by the Minnesota Tort Claims Act, Minnesota Statutes Section 3.736, and other applicable laws. Rev. 11/2018 Page 6 of 7 7. State Audits As mandated by Minnesota Statutes Section 16C.05, subdivision 5, "the books, records, documents and accounting procedures and practices of the [Member Facility] relevant to this Agreement shall be made available and subject to examination by the State of Minnesota, including the contracting agency/division, Legislative Auditor, and State Auditor" for a minimum period of six years after the termination of this Agreement. IN WITNESS WHEREOF, the undersigned parties represent they have the authority to bind their respective party and have signed intending to be bound thereby. Member Facility: (Person with legal authority to bind the facility) Signature: Title: Date: State of Minnesota, through its Commissioner of Administration on behalf of MMCAP: Signature: Title: Date: Commissioner of Administration, as delegated to the Office of State Procurement: Signature: Date: IN AN APPROVAL CAPACITY ONLY: State Contact: I have reviewed and approve the facility's eligibility for membership in MMCAP. By: Date: Rev. 11/2018 Page 7 of 7 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Annette Rodriguez, Director of Public Health AnnetteR a(�cctexas.com (361) 826-7205 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Amendment to Medical Provider for TB Clinic Service Agreement CAPTION: Motion authorizing a two-year amendment for renewal of the professional services agreement with Dr. William W. Burgin, Jr. M.D., as the medical provider for the Corpus Christi Nueces County Health District for an amount not to exceed $36,000, and a total revised agreement amount of $72,000. PURPOSE: This amendment will provide professional medical service for the TB Clinic at the Corpus Christi Nueces County Public Health District. BACKGROUND AND FINDINGS: The City entered into a service agreement with Dr. William W. Burgin, Jr., M.D. in 2017 for professional services as a medical provider for the Corpus Christi Nueces County Public Health District. The initial term was for two years, and this amendment will allow for an additional two-year renewal. Dr. Burgin is a medical physician with a specialty in pulmonology and as such has extensive years of experience in the treatment of tuberculosis (TB). Pulmonologist are in short supply in Nueces County. Dr. Burgin is a knowledgeable specialist that is willing to assist the TB clinic with diagnosing and treatment of TB patients. 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: Health Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $61,645.00 $27,000.00 $88,645.00 Encumbered / Expended Amount $41,859.71 $0.00 $41,859.71 This item $9,000.00 $27,000.00 $36,000.00 BALANCE $10,785.29 $0.00 $10,785.29 Fund(s): Health Grants Comments: The amendment value is not to exceed $36,000, with an estimated expenditure of $9,000 funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Service Agreement Amendment City of Corpus Christi Purchasing Division Date: February 8, 2019 Service Agreement No.: Professional Services Agreement Between the City. of Corpus Christi and Dr. William W. Burgin, Jr., M.D. Reference: N/A Amendment No. 1 Service Agreement Current Value: $36,000 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Dr. W. W. Burgin, Jr., M.D., Kerrville, Texas, hereinafter referred to as the Contractor, do hereby make and enter into this Amendment No. 1 (the "Amendment") which, together with the Professional Services Agreement Between the City of Corpus Christi and Dr. William W. Burgin, Jr., M.D. (the "Service Agreement") and all other duly executed amendments, constitutes the entire agreement under the above - referenced Service Agreement between the City and the Contractor. This Amendment exercises one two-year term option under Section 3. Term of the Service Agreement. The term is revised as follows: 1. Current Agreement Term: 05/01/2017-04/30/2019 2. Revised Agreement Term: 05/01/2017-04/30/2021 11. This Amendment modifies Section 6. Fee/Compensation for Services of the Service Agreement, effective through the end date of the Service Agreement as follows: The cost of the option exercised by this Amendment is $36,000 for the 24 -month extension, for a revised contract value of $72,000. 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. Dr. William W. Burgin, Jr., Date >Z U " I`7 Kim Baker Date M.D. Assistant Director of Financial Services City of Corpus Christi, Texas DocuSign Envelope ID: B7B85273-E989-4B6D-€....: i -9B1 F9DA81 FBA PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND DR. WILLIAM W. BURGIN, JR., M.D. TI•IE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § Section 1. Parties. This professional services agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting through its City Manager or the City Manager's designee ("City Manager"), and Dr. W. W. Burgin, Jr., M.D., a licensed medical doctor of the State of Texas, in his individual capacity ("Dr. Burgin"). Section 2. Engagement. The City engages Dr: Burgin to provide professional services for the Corpus Christi-Nueces County Public Health District ("CCNCPHD") in the capacity of the Medical Provider for the CCNCPHD's Tuberculosis Clinic(("TB Clinic") Section 3. Term.' The term of this Agreement commences on May :1,-2017, and terminates on April 30, 2019.This Agreement may be renewed for additional two year terms, subject to sufficient appropriations, for the same period of calendar days and under the same terms and conditions, upon mutual agreement of the parties, in writing and signed by authorized representatives of each. Section 4. Services. In consideration of payment to be made for services rendered, Dr. Burgin agrees to provide professional services, including, but not limited to the following: a) serve as the Medical Provider for the TB Clinic; b) responsible for the overall operation and administration of the TB Clinic, located at 1702 Horne Road, Corpus Christi, Nueces County Texas, including: i) ensure all personnel are competent to perform test procedures; ii) record and report test results promptly, accurately and proficiently; and iii) assure compliance with statutes and standing orders; c) be accessible to the TB Clinic for consultation or professional service within 24-72 hours of notification with patients and/or other physicians; d) be available to address the media; e) ensure the identification and treatment of positive Tuberculosis ("T13") patients are according to the standards of care per the Texas Department of State Health Services ("TDSHS") Standing Delegation Orders for Tuberculosis; f) reading of Chest X -Rays in the TB clinic or via electronic transmission (if applicable); Page 1 of 8 DocuSIgn Envelope,lD: 87885273-E989-4B6D-6__4-9B1F9DA81FBA g) provide verbal and/or written orders for medications, treatments according to protocol to include Direct Observed Therapy (DOT) h) consult with TDSHS Iaboratory when additional testing or information is needed i) assist in the coordination of care should the patient need to be transferred to Texas Center for Infectious Disease (voluntary or involuntary); and j) assist with procedure to apply for court management of non-compliant TB Suspect/Case Quarantine. Section 5. Relationship of the Parties. (A:) Dr. Burgin will perform all Services as an independent contractor and will furnish the Services in his own mariner and method. Under no circumstances or conditions will Dr. Burgin be considered an employee of the City for any purpose or reason. Dr. Burgin may only act as an agent of the City's TB Clinic in the capacity of a Medical Provider. (B) Dr. Burgin acknowledges that he is competent, capable, qualified and duly licensed by the State of Texas to perform the Services specified under this Agreement. Dr. Burgin will provide the City with a copy of his current medical license upon execution and return of this Agreement. Section 6. Fee/Compensation for Services. (A) In consideration of Dr. Burgin's faithful performance of this Agreement and as full compensation for Services performed pursuant to this Agreement, the City shall pay Dr. Burgin a monthly amount of $1,500.00, to be remitted on a monthly basis following the delivery of Services. (B) Dr. Burgin acknowledges and agrees that he is personally responsible for the payment of all federal, State, and local taxes and fees, of any nature whatsoever, accruing or that may derive from the receipt of compensation under this Agreement. Section 7. Insurance Required. (A) Before the performance required under this Agreement can begin, Dr. Burgin shall deliver copies of all Certificates of Insurance ("Certificates") required by Exhibit A, which is attached to this Agreement and Incorporated in this Agreement by reference, as proof that the required insurance coverage provisions of this Agreement have been satisfied. Copies of the Certificates must be submitted to the City's Risk Manager ("Risk Manager") and to the City Manager. Dr. Burgin must maintain in good standing and keep in force all insurance coverages required under this Agreement for the term of this Agreement. (B) The Certificates must state, in writing on the face of each document, that the Risk Manager shall be given at least 30 days written notice of cancellation, any material change, or intent not to renew any of the policies required under this Agreement, by Page 2 of 8 DocuSign Envelope-ID: B7B§5273-E989-4B6D-t. _,i-9B1F9DA89 FBA certified mail. Additionally, the City of Corpus Christi, Corpus Christi-Nueces County Public Health District, and County of Nueces must be named as separate additional insureds for liability arising from Dr. Burgin's provision of Services under this Agreement. (C) If the insurance company or companies utilized by Dr. Burgin elects to use the standard ACORD form, the cancellation clause located on the bottom right of each ACORD form must be amended by adding the wording "materially changed or" between "be" and "canceled," deleting the words "endeavor to," and deleting the wording after "left." In lieu of modification of an ACORD form, separate endorsements addressing the same substantive requirements, as stated in this section and Exhibit A, are mandatory on the ACORD form. (D) Dr. Burgin must provide workers' compensation coverage through a licensed insurance company or through self-insurance obtained in accordance with Texas law or in lieu of the forgoing, sign the Release of Liability and Covenant Not to Sue attached and labeled Exhibit C. Section 8. Indemnification. To the extent allowed by Texas law, Dr. Burgin ("iudematitor') will indemnify and hold harmless the City, Corpus Christi- Ntteces County Public Health District, County of Nueces and their respective officers, employees, representatives, and agents (indemnitees') from and against any and all liability, damages, loss, claims, demands, suits, and causes of action of every nature whatsoever asserted against or recovered from the indemnitees, or any of them individually, on account of persona! injuries (including, without limitation on the foregoing, workers' compensation, premises defects, and death clarets), property loss or damage, or any other kind of damage, including dishonest, fraudulent, negligent, or criminal acts of the Indenmitor or any of f his employees, representatives, or agents, acting alone or in collusion with others, and including all expenses of litigation, court costs, and attorneys' fees which arise, or are claimed to arise, out of or in connection with the services provided by the Indemnitor pursuant to this Agreement, regardless of whether such injuries, death, or damages are caused or claimed to be caused by the concurrent or contributory negligence of the Indemnitees, or any of them individually. The Indemnitor covenants and agrees that, if the indemnitees, or any of then individually, are made a party to any litigation against the Indeanaailor or, in any litigation commenced by any party other than'tlte Indemnitor, relating to this Agreement, the Indemnitor, shall, upon receipt of reasonable notice regarding the commencement of any litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend the indemnitees collectively or each separately, in Page 3 of 8 DocuSign Envelope 4D: B7B85273-E989-4B6D-&_.-9B1F9DA81FBA all actions based thereon with counsel satisfactory to the indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said !lability, damage, loss, demand, claim, or action. Section 9. Nondiscrimination. Dr. Burgin shall not discriminate nor permit discrimination against any person or group of persons, as to employment or in the performance of Services under this Agreement, on the grounds of race, religion, national origin, sex, disability, or age, or in any manner prohibited by the laws of the United States or the state of Texas. The City retains the right to take such action as the United States may direct to enforce this non-discrimination covenant. Section 10. Compliance with Laws. Dr. Burgin must comply with all applicable federal, State, and local government Taws, rules, regulations, and ordinances, which may be applicable to the Services to be rendered under this Agreement and to his performance under this Agreement. Section 11. Notices. (A) All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid; (3) by prepaid telegram;(4) by deposit with an overnight express delivery service, for which service has been prepaid; or, (5) by fax transmission. (13) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax will be deemed effective upon transmission with proof of delivery to the receiving party. All such communications must only be made to the following: IF TO THE HEALTH DISTRICT: IF TO DR. BURGIN: City of Corpus Christi Attn: City Manager P. O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3220 Office (361) 826-3839 Fax Dr. William W. Burgin, Jr., M.D. 4091 Bandera Hwy. Kerrville, TX 78028 (361) 633-1324 Cell Copy to: Corpus Christi-Nueces County Health District Attn: Director of Public Health 1702 Horne Rd. Page 4 of 8 DocuSign Envelope1D: B7B65273-E989-4B6D-B„-6-9B1F9DA81FBA Corpus Christi, TX 78416-1902 (361) 826-7205 Office (361) 826-1343 Fax (C) Either party may change the address to which notice is sent by using a method set out above in this section. Dr. Burgin must notify the City of an address or phone number change, within 10 days after the address or number is changed. Section 12. Amendments. No alterations, changes, or modifications to the terms of this Agreement nor the waiver of any provision will be valid unless made in writing and signed by all parties to this Agreement, by a person authorized to sign agreements on behalf of each party. Section 13. Waiver. (A) The failure of any party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. (B) No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by any party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. (C) If any action by Dr. Burgin requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. (D) Any waiver or indulgence of Dr. Burgin's default of any provision of this Agreement will not be considered an estoppel against the City. It is expressly understood that, if at any time Dr. Burgin is in default of any of the conditions or covenants of this Agreement, the failure on the part of the City to promptly avail itself of any rights and remedies which the City .may have will not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies or elect to terminate this Agreement on account of said default. (E) The rights and remedies in this section are cumulative and are in addition to any other rights and remedies provided by law. Section 114. Budgetary Appropriations. Dr. Burgin understands and acknowledges that the continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30, of each year, is subject to sufficient appropriations and budget approval providing for or covering this Agreement as an expenditure in the City's budgets. The City does not represent to Dr. Burgin that said budget item will be actually adopted, the determination as to Page 5 of 8 DocuSign Envelope ID: B7B65273-E989-4B6D-8:._.1-9B1F9DA81FBA appropriations and expenses being within the sole discretion of the City's governing body at the time of adoption of its budget. If revenue funds are not appropriated by the City for any individual fiscal year following the execution of this Agreement, the City reserves the right to terminate this Agreement without penalty. Section 15. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The rights and obligations of the parties will be temporarily suspended during this period to the extent performance is reasonably affected. Section 16. Assignment and of Agreement. This Agreement may not be, in whole or in part, assigned or transferred, directly or indirectly, by Dr. Burgin without the prior written consent of the City. Subject to the foregoing, this Agreement shall be binding upon the City and Dr. Burgin and each of their respective successors and assigns. Section 17. Termination of Agreement. (A) This Agreement may be terminated prior to the term specified in Section 3 of this Agreement under the following circumstances: (I) Upon 30 days written notice by either party; (2) Lack of budgetary appropriations by the City as specified in Section 14; or (3) By mutual consent of the parties to this Agreement. (B) In the event of a termination of this Agreement, any unpaid compensation due by the City to Dr. Burgin for Services performed up to the effective date of termination will be paid to Dr. Burgin within 10 days of the effective termination date. (C) The parties acknowledge and agree that this Agreement may be terminated with or without cause. Section 18. Venue and Jurisdiction. (A) All actions brought to enforce compliance will be brought in Nueces County, where this Agreement was executed and will be performed. (B) This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 19. Severability. (A)If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held Page 6 of 8 DocuSign Envelope ID: B7865273-E989-4B6D-L r9B1 F9DA81 FBA 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 said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof 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 thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 20. Disclosure of Interest. In compliance with Section 2-349 of the City's Code of Ordinances, Dr. Burgin agrees to complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit B, the contents of which are incorporated in this document by reference as if fully set out in this Agreement. Section 21. Entirety Clause. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the parties for the purposes stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to Dr. Burgin`s performance hereunder. (EXECUTION PAGES FOLLOW) Page7of8 DocuSign Envelope, ID: B7B65273-E989-4B6D-8L_0-9B1 F9DA81 FBA EXECUTED IN DUPLICATE, each of which will be considered an original, on this the 3rd day of August , 2017. CITY OF CORPUS CHIUSTI cDacuSignedby: 10Akilt, Ftp„ 114-19A- Iffiligleceitose City Manager APPROVED AS, .O FORM ONLY: Aik malitlego Y 4 tte A; :fir' 0 A ristant City Attorney For the City Attorney Designee on behalf of Margie Rose. Dr. William W. Burgin, Jr., M.D., in his individual capacity - ? 7-20-J7 Signature Date Printed Name 1,a, , 1, e r ,'r� ,,T:i M /� � -- 2,0 'r% Texas Medical License Number STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on thenA day of 111.1%, 2017, by Dr. William W. Burgin. Jr., M.D. ten - Musty 21,2818' Page 8 of 8 rry ' ublic, State of Texas AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: March 6, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Professional Services Contracts Construction Inspection Staff Support (Capital Improvement Program and Bond Projects) CAPTION: Motion authorizing multiple amendments to existing contracts with optional renewals to be administratively approved totaling $1,297,920 for providing Construction Inspection Staff Support for Engineering Services. 1. Award contract amendments to Freese and Nichols — 2 Inspectors at $413,920 2. Award contract amendments to Heneco — 4 Inspectors at $696,800 3. Award contract amendment to Maverick Engineering — 1 Inspector at $187,200 Firm Inspector Original Contract Amendment No. (if applicable) Contract (THIS ITEM) Duration Optional Extensions Freese Nichols David Marotta $48,000 Amend. No. 3 $208,000 12 -months (1) one-year renewal Freese Nichols Harley Hampton $47,520 Amend. No. 3 $205,920 12 -months None Heneco John Hinojosa $197,600 Amend. No. 2 $197,600 12 -months None Heneco Julian Pineda $176,800 Amend. No. 1 $176,800 12 -months (1) one-year renewal Heneco Gerald Lopez $48,000 Amend. No. 1 $156,000 12 -months None Heneco Juan Hernandez $48,000 Amend. No. 1 $166,400 12 -months None Maverick Engineering Joe Sandoval $49,680 Amend. No. 1 $187,200 12 -months None Total $1,297,920 Project No: Various Legistar No.: 19-0175 JS/VP Rev. 2 — 03/06/19 PURPOSE: This supplements existing City staff construction inspection with three new contract inspectors, and four extensions of previously approved inspector contracts to support City construction that exceeds the capacity of the existing inspector workforce of 19 City employees. BACKGROUND AND FINDINGS: City construction is near its highest activity in recent years with over 60 major construction projects under construction and total contract value in excess of $250 Million, see Exhibit 1. To meet the design and construction staffing requirements, Engineering Services historically uses a combination of in-house and contract staff resources to accomplish the mission. In 2016, an outside assessment of the Engineering Services Department was conducted that recommended use of "surge" contracted services to address the needs of peak activity levels. This agenda item is consistent with that recommendation. The City uses a sealed competitive Request for Proposals (RFP) for inspection contract selections with best value evaluations based on the individuals' qualifications and competitive rates submitted by the respective firms. This process achieves significant savings while increasing the level of inspector qualifications, and allows the City to provide a more standardized management approach to construction oversight across the City's entire construction portfolio. The contracted Construction Inspector work assignments and responsibilities are comparable to City Employee requirements for maintaining regular business work hours and completion of required responsibilities. Typically, a small Construction Inspection contract (under $50,000) is required to meet the initial construction start dates, while a large contract amendment is presented to City Council for award. The large contracts establish a period of performance for the inspection to align with the project duration or up to one-year, whichever is shortest. Staff evaluates the available resources and project requirements at the end of the proposed timelines to determine if exercising the extension is required due to resource limitations and construction continuity. On April 17, 2018, City Council approved 12 of 15 construction inspection contracts, with renewal options (to be approved by Council). These contracts supplemented the City workforce of 19 City fulltime positions (3 vacant positions in April). Currently all 19 City inspector positions are full with vacancies for the Construction Manager and Assistance Construction Manager positions. This item with the extensions and new positions proposes to bring the total contract inspection positions to 13. Two of the existing inspector contracts will be complete within 60-90 days. This item extends 4 of the 12 previously Council approved construction inspection contracts and provides 3 new inspection contract positions for new projects. The new projects consist of street, facility renovations/alterations, utility projects and the Harbor Bridge Replacement Project City utility adjustments. Engineering Services provides inspection for the 47 private subdivision work City-wide with 38 upcoming subdivision projects. Construction Inspectors are essential to the successful execution of construction projects. Responsibilities include: • Daily onsite monitoring to ensure that contractors are compliant with contract documents, codes and regulations • Daily quality assurance of the contractor's performance for quality control with materials and workmanship Project No: Various 2 JS/VP Legistar No.: 19-0175 Rev. 2 — 03/06/19 • Coordinate and monitor traffic control plans and other construction impacts with local businesses, residents and other agencies • Coordinate City utilities for outages, connections etc. with Operating Departments and local businesses and residents • Coordinate with private utilities including AEP, AT&T, Time Warner, etc. • Regular project progress monitoring and tracking to adequately review and recommend progress pay applications from the contractors • Implement and coordinate proper material testing, general inspections, special inspections and final inspections • Contract closeout and warranty phase support ALTERNATIVES: 1. Authorize execution of professional services contract. (Recommended) 2. Do not authorize execution of contract. (Not Recommended) OTHER CONSIDERATIONS: Staff will continue to evaluate and amend current recruiting strategies to successfully fill Department vacancies. CONFORMITY TO CITY POLICY: This conforms to city policy for procurement of construction support and inspection services. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Engineering Services FINANCIAL IMPACT: • Operating ❑ Revenue Capital D Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 1,297,920 1,297,920 Encumbered / Expended Amount This item 1,297,920 1,297,920 Future Anticipated Expenditures This Project BALANCE 0 0 Fund: Street and Utility CIP, Operating Budgets Project No: Various Legistar No.: 19-0175 3 JS/VP Rev. 2 — 03/06/19 RECOMMENDATION: City staff recommends approval of the CISA contracts to maintain the current level of inspector support. LIST OF SUPPORTING DOCUMENTS: Exhibit 1: Number of major active construction projects Presentation Location Map Contracts Project No: Various 4 JS/VP Legistar No.: 19-0175 Rev. 2 — 03/06/19 Construction Inspection Staff Support Contracts Corpus Chr sti Engineering Council Presentation March 19, 2019 Construction Activity Minus Private Subdivisions Corpus Chr sti Engineering 60 70 60 50 40 30 20 10 0 Active Bond & CIP Construction Projects Current Date 14O -•5'ti° 11 ;Y� 11 11 1^ 1� rib rib 1 14' 1� 1i 1 1� 1 1j 1 1' ;ti' c'2 ti� Sao �y< e lJ� 5 fax Pc% e " jai '� des Sao mac jai '� 9� boa >ac �� N\ N% moa qac ers „.;P 49 ‘'•°4 2 Current Construction Activity Corpus Chr sti Engineering ➢ Experiencing Peak Level of Construction Activity ➢ Currently over 60 City Projects under Construction ✓ Bond, CIP and operating projects ✓ Active project portfolio in excess of $250M ✓ $10-15M average monthly pay applications ➢ 47 New Subdivision Projects under Construction ➢ Contract Staff Required to Manage Workload ✓ Currently: o 19 of 19 budgeted inspector positions filled o 13 total contract inspectors (proposed) o 2 of 13 contracts will be complete in 60-90 days Inspector Procurement Corpus Chr sti Engineering ➢ Construction Oversight Services Procured ✓ Request for competitive proposals (RFP) ✓ Supplements existing budgeted staff ➢ Best Value Procurement ✓ Improved quality and reduced cost ✓ Based on individual inspector qualifications (resumes) and proposed hourly rate ➢ All-inclusive Rates ✓ Includes vehicle, computer, telecom resources Inspection Contracting Benefits Corpus Chr sti Engineering ➢ Allows Rapid Response to Workload Changes ✓ "Ramping up" support as workload increases ✓ "Ramping down" as workload decreases ➢ Provides Experienced Inspectors ✓ Ready to "hit the ground running" ➢ Best Value Procurement Approach ✓ Cost savings Construction Management Corpus Chr'sti Engineering > Currently: ✓ 19 City Inspectors (of 19 Positions) ✓ 11 Contract Inspectors > This Item: ✓ Adds 3 new Inspectors ✓ Extends 4 existing contracts ✓ Total Contract Inspectors 13 6 Construction Inspection Staff Support Contracts Corpus Chr sti Engineering QUESTIONS Active Bond & CIP Construction Projects (Excludes New Development Projects) Current Timeline 1 1 1 1 1 1 1 1 1 1 1 11 t0 t0 t0 t0 t0 LID N N N N N N 00 CO CO CO CO CO Ol Ql CI Ol CT T 0 0 0 0 0 0 c -I c -I cI ,1 ,1 ,1 ci ci ci ,--I ,--I ,--I ,--I ,--I ,--I c -I ci ci ci ci ,—I ,—I ,--1 ,--1 ,--1 ci ci ci ci c-1 N N N N N N N N N N N N @ ? Q > C T Q > C @ ? Q > C @ >• 0 > C '- >- 0 > C - ? 6_ > (0 as N 0 f0 a1 0 (0 f6 aJ 0 f6 as _, Ili 0 co t6 111 O m • c0 aJ O � Z 2 2 N Z , N Z , N Z , Z V) Z Morgan Farm Area (TT) f1C11u4IuuLIlR13 Del Sol -Loma Linda Tart 1radewiirs Doyle rtll nd Ingleside SCALE: N.T.S. L.,251 Falrna A J 1 th San IP 2dro 'f{ Robstown Petronila s, Staff Augmentation - Construction Inspection (Citywide) Tierra Grande nroi Bauch Ingleside on the Bay *35 tl LOCATION MAP NOT TO SCALE Staff Augmentation - Construction Inspection CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES i CITY OF CORPUS CHRISTI AMENDMENT NO. 3 CONTRACT FOR REPRESENTATIVE SERVICES 17102A Construction Inspection Staff Augmentation (David Marotta) RFP No. 2017-02 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $208,000 for a total restated fee not to exceed $464,000. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agreement may be renewed for up to one (1) one-year renewal option upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI SE NICHOLS • � a 3 1, k,Jeff H. Edmonds, P. E. Date R n Guz n, P. Date Director of Engineering Services APPROVED AS TO LEGAL FORM Assistant City Attorney Date ATTEST City Secretary Date Vice President/Principal 800 N. Shoreline Boulevard, Suite 1600N Corpus Christi, TX 78401 (361) 561-6500 Office (361) 561-6501 Fax rg@freese.com Construction Inspection Staff Augmentation (Freese and Nichols David Marotta) [RFP No. 2017-02] Project Number 17102A Amendment No. 3 Fund Name Accounting Unit Account No. Activity No. Amount Street 2013 GO Bd 12 3549-051 530000 E16247 -01 -3549 -EXP 100,000 SW 2013 RvBd 3497-043 530000 E16247 -01 -3497 -EXP 50,000 Water 2015 CIP 4096-041 530000 E16247 -01 -4096 -EXP 25,000 WW 2013 RvBd 4252-042 530000 E16247 -01 -4252 -EXP 33,000 Total $208,000 F� NICNOLS Innovative approaches Practical results Outstanding service 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 February 28, 2019 City of Corpus Christi Attn: Jeff Edmonds, P.E. Dept. of Engineering Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION — RFP 2017-02 AMENDMENT #3 — LARGE CONTRACT DAVID MAROTTA — PROJECT NO. E15107 AND OTHER STREET PROJECTS Dear Mr. Edmonds: www.freese.com Thank you for this opportunity for Freese and Nichols (FNI) to continue our services to the City of Corpus Christi on the above referenced contract. FNI proposes to provide the following inspector on a full-time basis for a period of 52 weeks (Starting on or about January 16, 2019) at the corresponding rate and Not to Exceed (NTE) amount for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2017-02: David Marotta $100/hr NTE -$208,000.00 It is our understanding that David will be assigned to either a Roadway or Utility Project, or as otherwise directed by the City of Corpus Christi. FNI will provide these services to the level of professionalism you have previously experienced with FNI inspectors. We appreciate this opportunity and look forward to all opportunities to continue providing our inspection staff augmentation services to the City of Corpus Christi. If you have any questions or need further clarification, please do not hesitate to call my office. Sincerely, 126q -m7 Ron Guzman Vice President/Principal cc: John New— FNI Central Texas Division Manager AMEND. NO. 3 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. CITY OF CORPUS CHRISTI AMENDMENT NO. 3 CONTRACT FOR REPRESENTATIVE SERVICES 17102A Construction Inspection Staff Augmentation (Harley Hampton) RFP No. 2017-02 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services underthis Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized underthis Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $205,920 for a total restated fee not to exceed $459,360. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agrccmcnt may not be renewed for up to one year rencwal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.eth ics.state.tx. us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI FREESE ►IkND NICHOLS '1- 3 I. 11 Jeff H. Edmonds, P. E. Date Ro Gu man, E. Date Director of Engineering Services Vice President/Principal 800 N. Shoreline Boulevard, Suite 1600N Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 561-6500 Office (361) 561-6501 Fax rg@freese.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Freese and Nichols Harley Hampton) [RFP No. 2017-02] Project Number 17102A Amendment No. 3 Fund Name Accounting Unit Account No. Activity No. Amount Wastewater 2013 RvBd 4252-042 530000 E16247 -01 -4252 -EXP $205,920 Total $205,920 F� NICNOLS Innovative approaches Practical results Outstanding service 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 February 28, 2019 City of Corpus Christi Attn: Jeff Edmonds, P.E. Dept. of Engineering Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION — RFP 2017-02 AMENDMENT#3 HARLEY HAMPTON— PROJECT NO. E17029 AND OTHER UTILITY PROJECTS Dear Mr. Edmonds: www.freese.com Thank you for this opportunity for Freese and Nichols (FNI) to continue our services to the City of Corpus Christi on the above referenced contract. FNI proposes to provide the following inspector on a full-time basis for a period of 52 weeks (Starting on or about January 8, 2019) at the corresponding rate and Not to Exceed (NTE) amount for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2017-02: Harley Hampton $99/hr NTE -$205,920.00 It is our understanding that Harley will be assigned to utility projects, or as otherwise directed by the City of Corpus Christi. FNI will provide these services to the level of professionalism you have previously experienced with FNI inspectors. We appreciate this opportunity and look forward to all opportunities to continue providing our inspection staff augmentation services to the City of Corpus Christi. If you have any questions or need further clarification, please do not hesitate to call my office. Sincerely, 1261-147 Ron Guzman Vice President/Principal cc: John New— FNI Central Texas Division Manager AMEND. NO. 3 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. CITY OF CORPUS CHRISTI AMENDMENT NO. 2 CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (John Hinojosa) RFP No. 2018-02 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211, Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $197,600 for a total restated fee not to exceed $444,600. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agrccmcnt may be renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first tryto resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.eth ics.state.tx. us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING 3/1/2019 Jeff H. Edmonds, P. E. Date Alex Dawotola, Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Date Construction Inspection Staff Augmentation (Heneco John Hinojosa) [RFP No. 2018-02] Project Number 18073A Amendment No. 2 Fund Name Accounting Unit Account No. Activity No. Amount Water 2015 CIP 4096-041 530000 E16247 -01 -4096 -EXP 65,866 WW 2013 RvBd 4252-042 530000 E16247 -01 -4252 -EXP 65,866 SW 2013 RvBd 3497-043 530000 E16247 -01 -3497 -EXP 65,868 Total $197,600 HENECO Our Ref: COCC01-022719 Date: February 27, 2019 City of Corpus Christi Attn: Mr. Jeff H. Edmonds, PE Director of Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 HENECO Engineering & Consulting 16350 Park Ten PI., Suite 211 Houston, TX 77084 USA 281 717 4523 (Office) 1 www.heneco.com RE: Proposal for Construction Staff Augmentation — John Hinojosa (RFP No. 2018-02) Rev.1 Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes John Hinojosa for this assignment. He will be available to work on a full-time basis on the project starting May 2019 through end of April 2020 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-02: John Hinojosa First 6 -month renewal $95/hr. NTE - $98,800 OPTIONAL: $95/hr_ NTE - $98,800 6 -month renewal TOTAL amount (Two 6 -month renewals) NTE - $197,600 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks. It is our understanding that Mr. Hinojosa will be assigned to Utilities Projects, or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President/CEO AMEND. NO. 2 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 Contract for Professional Services 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. Contract for Professional Services 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Julian Pineda) RFP No. 2018-02 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211, Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $176,800 for a total restated fee not to exceed $353,600. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agreement may be renewed for up to one (1) one year renewal option upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E., Director of Engineering Services APPROVED AS TO LEGAL FORM Date Assistant City Attorney Date ATTEST City Secretary Date ?IpotW Alex Dawotola, Date PresidenUCEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Construction Inspection Staff Augmentation (Heneco Julian Pineda) [RFP No. 2018-02] Project Number 18073A Amendment No. 1 Fund Name Accounting Unit AcNount Activity No. Amount Street 2018 CO 2016 PR 3553-051 550910 E16247 -01 -3553 -EXP 88,400 SW 2013 RvBd 3497-043 550910 E16247 -01 -3497 -EXP 44,200 WW 2013 RvBd 4252-042 550910 E16247 -01 -4252 -EXP 22,100 Water 2015 CIP 4096-041 550910 El 6247 -01 -4096 -EXP 22,100 Total $176,800 HENECO Our Ref: COCC04-120318 Date: December 03, 2018 City of Corpus Christi Attn: Mr. Jeff H. Edmonds, PE Director of Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 HENECO Engineering & Consulting 16350 Park Ten PI., Suite 211 Houston, TX 77084 USA 281 717 4523 (Office) 1 www.heneco.com RE: Proposal for Construction Staff Augmentation — Julian Pineda (RFP No. 2018-02) Rev.1 Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Julian Pineda for this assignment. He will be available to work on a full-time basis on the project starting April 18, 2019 through end of March 2020 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018- 02: Julian Pineda First 6 -month renewal $85/hr. NTE - $88,400 OPTIONAL: $85/hr_ NTE - $88,400 6 -month renewal TOTAL amount (Two 6 -month renewals) NTE - $176,800 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks. It is our understanding that Mr. Pineda will be assigned to Utilities Projects, or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President/CEO AMEND. NO. 1 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 18155A Construction Inspection Staff Augmentation (Gerald Lopez) RFP No. 2018-09 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211, Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $156,000 for a total restated fee not to exceed $204,000. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agreement may bo renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.eth ics.state.tx. us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E. Date Alex Dawotola, Director of Engineering Services PresidenUCEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date D to Construction Inspection Staff Augmentation (Heneco Gerald Lopez) [RFP No. 2018-09] Project Number 18155A Amendment No. 1 Fund Name Accounting Unit Account No. Activity No. Amount SW 2013 RvBd 3497-043 550910 E16247 -01 -3497 -EXP $156,000 Total $156,000 0 HENECO Our Ref: COCC03-111918 Date: November 19, 2018 City of Corpus Christi Attn: Mr. Jeff H. Edmonds, PE Director of Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 HENECO Engineering & Consulting Houston: 16350 Park Ten PI, Suite 211, Houston, TX 77084 Corpus Christi: 400 Mann Street, Suite 906, Corpus Christi, TX 78401 281 717 4523 (Office) 1 www.heneco.com RE: Proposal for Construction Staff Augmentation — Gerald Lopez (RFP No. 2018-09) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-09, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Gerald Lopez for this assignment. He will be available to work on a full-time basis on the project for a period of 52 weeks starting on or about March 4, 2019 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-09: Gerald Lopez First one-year contract (thru March 2020) $75/hr. NTE - $156,000 TOTAL amount (one-year contract) NTE - $156,000 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks. It is our understanding that Mr. Lopez will be assigned to Street Projects, or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President / CEO alex.dawotola@heneco.com 281-717-4523 (Office) 1405 651 1943 (Mobile) AMEND. NO. 1 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 18155A Construction Inspection Staff Augmentation (Juan Hernandez) RFP No. 2018-09 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211, Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $166,400 for a total restated fee not to exceed $214,400. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agreement may bo renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approvcd changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first tryto resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.eth ics.state.tx. us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING t`)-at \;)-Gie, Jeff H. Edmonds, P. E., Date Alex Dawotola, Date Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Heneco Juan Hernandez) [RFP No. 2018-09] Project Number 18155A Amendment No. 1 Fund Name Accounting Unit Account No. Activity No. Amount WW 2013 RvBd 4252-042 550910 E16247 -01 -4252 -EXP $166,400 Total $166,400 �J HENECO Our Ref: COCCO2-111918 Date: November 19, 2018 City of Corpus Christi Attn: Mr. Jeff H. Edmonds, PE Director of Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 HENECO Engineering & Consulting Houston: 16350 Park Ten PI, Suite 211, Houston, TX 77084 Corpus Christi: 400 Mann Street, Suite 906, Corpus Christi, TX 78401 281 717 4523 (Office) 1 www.heneco.com RE: Proposal for Construction Staff Augmentation — Juan (Jay) Hernandez (RFP No. 2018-09) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-09, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Juan Hernandez for this assignment. He will be available to work on a full-time basis on the project for a period of 52 weeks starting on or about February 25, 2019 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-09: Juan Hernandez OPTIONAL: First one-year contract (thru February 2020) $80/hr. NTE - $166,400 TOTAL amount (one -year contract) NTE - $166,400 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks. It is our understanding that Mr. Hernandez will be assigned to Utilities Projects, or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President / CEO alex.dawotola@heneco.com 281-717-4523 (Office) 1 405 651 1943 (Mobile) AMEND. NO. 1 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 18155A Construction Inspection Staff Augmentation (Joe Sandoval) RFP No. 2018-09 The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Maverick Engineering, Inc., a Texas corporation, 400 Mann Street, Suite 200, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY ASSURANCE 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V INSURANCE REQUIREMENTS 5 ARTICLE VI INDEMNIFICATION 5 ARTICLE VII TERMINATION OF AGREEMENT 6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 7 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders, work change directives, field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre -construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or -equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions, traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $187,200 for a total restated fee not to exceed $236,880. 3.2 The Consultant's fee will be on a time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 3.3 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.6 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.7 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.9 In the event of any dispute(s) between the Parties regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.10 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 12 -months beginning on the Effective Date. The Agreement may bo renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approvcd changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V — INSURANCE REQUIREMENTS 5.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court cost. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VII — TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Losses that are incurred because of errors and/or omissions in documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 11.2 Mediation 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 11.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 11.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 11.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 12.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. 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; or (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/elf_info_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 https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 12.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 12.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. Construction Inspection Staff Augmentation (Maverick Engineering Joe Sandoval) [RFP No. 2018-09] Project Number 18155A Amendment No. 1 Fund Name Accounting Unit Account No. Activity No. Amount Street 2015 GO Bd 14 3551-051 550910 E16247 -01 -3551 -EXP 93,600 SW 2013 RvBd 3497-043 550910 E16247 -01 -3497 -EXP 46,800 WW 2013 RvBd 4252-042 550910 E16247 -01 -4252 -EXP 23,400 Water 2015 CIP 4096-041 550910 E16247 -01 -4096 -EXP 23,400 Total $187,200 1MMAJUE C�Krrc. www.maveng.com 29 -November -2018 Mr. Jeffrey H. Edmonds, P.E. Director of Engineering Services Engineering Services City of Corpus Christi, Texas 1201 Leopard Street, 3rd Floor Corpus Christi, TX 78401 Ref: City of Corpus Christi Engineering Services 18155A Construction Inspection Staff Augmentation Services (RFP No. 2018-09) Maverick Engineering, Inc. Proposal Dear Mr. Edmonds: As requested, Maverick Engineering, Inc. is pleased to submit this proposal to provide a full time Construction Inspector in support of the City's Construction Inspection Staff Augmentation Services. It is anticipated our inspector will provide conflict resolution documentation and inspection for Street Improvements and Underground Utility Lines Projects as needed to support the City's Construction Inspection Staff. Construction Inspector: Joe Sandoval Billing Rate: $90 per hour based on a standard 40 hour work week Period of Performance: 260 work days / 52 weeks Projected Time Period: 4 -February -2019 through 31 -January -2020 Total Cost: $187,200 This effort can be extended at your request via a separate proposal. MEI looks forward to continue working with the City of Corpus. If you have any questions regarding this proposal or need additional information, please contact me via email or at (361) 696-3568. Respectfully, Maverick Engineering, Inc. Percy Millet Corpus Christi Operations Manager 400 Mann St., Suite 200 Corpus Christi, Texas 78401 361.696.3500 • Fax 361.696.3699 • www.maveng.com AMEND. NO. 1 Exhibit "A" Page 1 of 1 Inspection Services: Consultant Fees Hours @ $65/hr (John Doe) EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $49,400.00 $0.00 $0.00 $49,400.00 80.00 0.00 760.00 0.00 0.00 760.00 Current Previous Invoice Invoice Total Invoice $5,200.00 $0.00 $5,200.00 80.00 0.00 80.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Remaining Percent Balance Complete $44,200.00 10.5% 680.00 10.5% EXHIBIT "B" Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Applicable for paid employees, Consultant 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; 1.7.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.8 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. AGENDA MEMORANDUM Future item for the City Council Meeting of March 19, 2019 Action item for the City Council Meeting of March 26, 2019 DATE: February 27, 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 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 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. Project No: 19002A 1 JJ/VP Legistar No.: 19-0189 Rev. 3— 02/27/19 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 task orders (TO's). This change allows full competition among the FMAC contractors on each TO. 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 Master Agreements 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 TO 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%) 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 Project No: 19002A 2 JJ/VP Legistar No.: 19-0189 Rev. 3— 02/27/19 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 TO's that do not exceed $500,000 and to extend the option years based on performance of the contractor(s). Any TO (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 Fund(s): Not applicable Project No: 19002A Legistar No.: 19-0189 3 JJ/VP Rev. 3— 02/27/19 RECOMMENDATION: Staff recommends awarding Facilities Multiple Award Contract Master Agreements to Teal Construction, Barcom Construction, Gourley Contracting, Davila Construction, and Abba Construction (Alternate Contractor). 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. 3— 02/27/19 Corpus Chr sti Engineering Facilities Multiple Award Contract (FMAC) Council Presentation March 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 can be executed administratively with a maximum aggregate of $2,500,000 to any one contractor per year. Facilities Multiple Award Contract IMO Corpus Chr 5ti Engineering The FMAC Program fills the gap between service contractors and projects that are publicly advertised and bid. The project size range for FMAC will typically be between $50,000 and $500,000. INCREASING PROJECT SIZE AND COMPLEXITY 3 Facilities Multiple Award Contract Corpus Chr'Sti Engineering Eight (8) contractors submitted competitive proposals with the following five recommended after evaluations: 1. Barcom Construction 2. Davila Construction 3. Gourley Contracting 4. Teal Construction 5. Abba Construction (Alternate Contractor) 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 ,, 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 ,, 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 ,, 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 ,, 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 March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: March 5, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Becky Perrin, Interim Director Parks & Recreation beckyp@cctexas.com (361) 826-3498 Professional Services Contract Amendment Packery Channel Monitoring (Packery Channel TIF #2) CAPTION: Motion to authorize execution of Amendment No. 1 with Texas A & M University - Corpus Christi (TAMU-CC) in the amount of $188,123 for a total restated fee of $238,114 for Packery Channel Monitoring. PURPOSE: This amendment continues annual monitoring services of Packery Channel and the adjacent beaches along Mustang Island and North Padre Island. BACKGROUND AND FINDINGS: Packery Channel provides an outstanding feature for our community for natural habitat, navigation, and recreational opportunities. Channel monitoring was originally a U.S. Army Corps of Engineers (USACE) Permit requirement to study the effects of tidal flow and eddy currents that cause shoaling and scour. The monitoring began in 2003 with Texas A&M University - Corpus Christi (TAMU-CC) as part of the City's initiative to support research -based management of this system. This information is used to determine future dredging requirements to maintain the navigable waterway. As a result of the monitoring, it was discovered the anticipated dredging requirements were substantially different than originally projected. The scour from eddy currents and tidal flows better "flush" the channel and change the rate of sedimentation, and therefore dredging frequency. The monitoring program consists of three seasonal investigations of shoaling and scour from the Deposition Basin at HWY 361 to the channel mouth at the Gulf of Mexico. The program also includes one annual survey for the full length of Packery Channel and includes Beach surveys from the Fish Pass to approximately one mile south of Bob Hall pier. The information helps the Project No: 18140A 1 SW/CJ Legistar No.: 19-0343 Rev. 0 — 2/25/2019 City determine the optimal time and areas to dredge to avoid early dredging and unnecessary cost. Post -dredge surveys allow for evaluating effectiveness of the dredging. The information is critical to navigation safety and placement of navigation aids, beach nourishment planning, structural stability assessment for coastal structures and other channel features. This proposed agreement will provide for monitoring of Packery Channel commencing in Spring 2019 through Spring 2020 (one monitoring year). ALTERNATIVES: 1. Authorize execution of Amendment. (Recommended) 2. Do not authorize execution of Amendment. (Not Recommended) OTHER CONSIDERATIONS: On January 17, 2019, the sub -committee for the Island Strategic Action Committee (ISAC) recommended a one-year agreement for City Council consideration. On January 22, 2019, the Tax Increment Reinvestment Zone (TIRZ) #2 recommended a one-year agreement for City Council consideration. CONFORMITY TO CITY POLICY: The contract and selection process comply with Professional Procurement Act, City Policy, statutes regarding Fiscal Year 2018-2019 Capital Improvement Budget, and conforms to the appropriation and use requirements of ISAC and TIRZ # 2. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 51,339 205,000 256,339 Encumbered / Expended Amount 51,339 51,339 This item 188,123 188,123 Future Anticipated Expenditures 16,877 16,877 BALANCE 0 0 0 Fund(s): Packery Channel Projects TIF #2 Project No: 18140A Legistar No.: 19-0343 2 SW/CJ Rev. 0 — 2/25/2019 RECOMMENDATION: City staff recommends approval of Amendment No. 1 for Professional Monitoring be awarded to TAMU-CC. LIST OF SUPPORTING DOCUMENTS: Amendment 1 Project Budget Location Map Presentation Project No: 18140A 3 SW/CJ Legistar No.: 19-0343 Rev. 0 — 2/25/2019 PROJECT BUDGET ESTIMATE Packery Channel Monitoring (Packery Channel TIF #2) PROJECT FUNDS AVAILABLE: Packery Channel TIF #2 256,339 TOTAL FUNDS AVAILABLE 256,339 FUNDS REQUIRED: Monitoring Activities Fee. 242,549 Texas A&M University Corpus Christi (Amd No. 1, Full Year Survey) THIS ITEM 188,123 Texas A&M University Corpus Christi (Original Contract, Fall Survey only) 49,991 Contingency 4,435 Reimbursements 13,790 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 5,100 Engineering Services (Project Mgt) 7,690 Miscellaneous 1,000 TOTAL 256,339 ESTIMATED PROJECT BUDGET BALANCE CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI 2444 GULF OF MEXICO Project Number: 18140A Packery Channel Monitoring CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES IIF CITY OF CORPUS CHRISTI AMENDMENT NO. 1 to the CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas, hereinafter called "CITY," and Texas A & M University Corpus Christi, hereinafter called "TAMU-CC," agree to the following amendment to the Contract for Professional Services for Packery Channel Monitoring Project (Project No. 18140A) as authorized and administratively amended by: Original Contract November 2, 2018 Administrative Approval $49,991.00 IN THE ORIGINAL CONTRACT, EXHIBIT A, SCOPE OF SERVICES, shall be modified as shown in the attached Exhibit A. IN THE ORIGINAL CONTRACT, COMPENSATION shall be modified as shown in the attached Exhibit A for an additional fee not to exceed $188,123.00 for a total restated fee not to exceed $238,114.00. All other terms and conditions of the November 2, 2018 contract between the "CITY" and "TAMU-CC" and of any amendments to that contract which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI TEXAS A & M UNIVERSITY CORPUS CHRISTI 1 xr, 0e/25/ (I Jeff H. Edmonds, P.E. Date Ahmed -hdy, h D. Date Director of Engineering Services Vice President for Research and Innovation 6300 Ocean Drive, Unit 5844 Corpus Christi, TX 78412-5844 (361)825-3881 Office Ahmed.mandy@tamucc.com APPROVED AS TO FORM Legal Department Date ATTEST City Secretary Date Fund Name Accounting Unit Account No. Activity No. Amount Packery Channel 3278-717 550950 18140 -A -3278 -EXP $188,123.00 Total $188,123.00 Encumbrance No. Amendment No. 1 Page 1 of 1 RESEARCH & INNOVATION February 18, 2018 Ms. Sarah West Major Projects Engineer Department of Engineering Services City of Corpus Christi City Hall 201 Leopard St. Corpus Christi, TX 78401 Dear Ms. West; Ahmed Mandy, Ph.D. VICE PRESIDENT 6300 OCEAN DRIVE, UNIT 5844 CORPUS CHRISTI, TEXAS 78412 0 361.825.3881 • F 361.825.3920 RE: Project No. 18140A, Amendment # 1 Packery Channel Monitoring Program: 2019 Seasonal Survey/Analysis/Assessment Please find attached the requested statement of work (SOW) and budget for seasonal monitoring at Packery Channel to include survey, analysis and assessment in both the channel and along the adjacent beaches. The monitoring will include four Tasks outlined in the attached SOW and estimated budget. The work is scheduled to start with the Winter 2019 survey/assessment, which is planned for April 2019. After conferring with the survey crew, it is unlikely that the survey can be completed with the delay in funding authorization. The survey crew has previous obligations that were scheduled in advance, and they anticipate limitations due to weather sea conditions during this dynamic time of year. Therefore, it may not be possible to complete the winter 2019 during April 2019. Should the survey not be possible in the limited timeframe, the peak winter survey will be deferred to 2020. The next scheduled survey is July 2019. Limiting breaks in funding authorization provide the mechanism for sustaining long-term scheduling of surveys, which ensures that surveys at Packery Channel are conducted according to schedule. Coastal surveyors with the experience needed for complicated channel and nearshore surveys are in high demand and book well in advance due to limited windows of weather/sea opportunity. Since the monitoring program began in 2004, no seasonal surveys have been missed prior to the lapse in contract authorization by the City during 2018/2019. The fee for the effort described in the attached SOW is $188,123. Texas A&M University -Corpus Christi appreciates the opportunity to continue to support the City in proactive management of Packery Channel through the continuation of the Packery Channel Monitoring Program. Since ely, mea sy Vice President for Research and Innovation EXHIBIT A Page 1 of 6 Packery Channel Monitoring Program Seasonal Monitoring of Channel and Adjacent Beaches (Mustang and North Padre Island) Survey, Analysis, and Assessment Statement of Work Amendment #1, Project No. 18140A Submitted to: City of Corpus Christi Department of Engineering Services Submitted by: Deidre D. Williams Deidre.Williams@tamucc.edu The Conrad Blucher Institute for Surveying and Science Texas A&M University -Corpus Christi Seasonal monitoring will be conducted at Packery Channel and annual monitoring will be conducted at the adjacent beaches along Mustang Island and North Padre Island. Surveys, analysis and assessment will be conducted at three seasonal peaks of change in the channel and one annual summer assessment will be conducted along the adjacent beaches. The proposed effort includes: 1) channel and beach surveys, 2) analysis and 3) assessment. The proposed annual summer monitoring effort will include three (3) unique surveys conducted at the peak of the summer season. Two additional abbreviated channel surveys will be conducted at the peak of the winter season and during the transitional peak spring season. Each channel survey/assessment serves a specific purpose. The peak summer seasonal survey marks the anniversary of channel completion in 2006 and documents the peak in annual net shoaling in the channel. The peak winter seasonal survey documents a time when scour dominates and sand is actively transported out of the channel into the Gulf of Mexico. The peak winter survey/assessment has been applied by City Staff to justify dredge deferment in the past. Deferral of dredging results in significant cost savings to the City. The transitional spring seasonal survey/assessment documents a historic period of rapid shoaling and the potential for depth limited navigation that has resulted in the City issuing navigation public safety warnings four (4) times since the channel was completed. City Staff selected the 2019 seasonal survey suite from a larger suite of CBI recommended surveys that have been conducted annually and seasonally since 2006. Annual assessment will include analysis of change in the channel and along the beaches. The annual assessment will provide interpretation of status for City applications to planning for dredging and beach nourishment as well as the identification of shoals with the potential for depth limited navigation. Two additional abbreviated seasonal channel surveys are proposed to document the peak winter and spring channel status in the primary area of rapid shoaling. The two surveys were abbreviated in along -channel extent in an effort to meet budget restrictions. The focus of the surveys is to document change in shoaling location, elevation and volume along the most dynamic channel segment and area of nearshore ebb shoal development. These abbreviated surveys support both the calculation of volume change along the channel segment proposed for future dredging and support the identification of peaks shoal elevation that present the potential for depth -limited navigation. All EXHIBIT A Page 2 of 6 channel surveys are conducted in the channel segment with structural damage that occurred during and after Hurricane Harvey, therefore the survey and assessment may serve a dual purpose in providing information and documentation during the structural restoration process. With appropriate advance communication from the City Staff, the surveys can be timed to support these repair activities within the seasonal limitations and pending appropriate weather and sea forecast. The 2019 monitoring effort consists of the following tasks: Winter Seasonal Survey (Task 1): • Abbreviated Extent Bathymetric Survey (1) (Multibeam sonar) -Extent: Deposition Basin from HWY 361 to and including Entrance Channel and nearshore surrounding the channel mouth. Includes nearshore region of ebb shoal development during Nov 2018 and includes the area of scour north of and adjacent to the HWY 361 Bridge. - Purpose: Identify shoal locations and potential for depth limited navigation, calculate channel volume change and potential available volume of sand for City Staff to apply to dredge and nourishment planning, track changes where the deep region of scour meets the scour protection at the HWY 361 Bridge. • Analysis and Assessment - Calculate channel volume/annual change and develop guidance briefing for application to dredge and nourishment planning by City Staff - Identify channel locations that present the potential for depth -limited navigation - Determine net change in volume for application to dredge deferment by City Staff Transitional Spring Seasonal Survey (Task 2): • Abbreviated Extent Bathymetric Survey (1) (Multibeam sonar) - Extent: Deposition Basin from HWY 361 to and including Entrance Channel and nearshore surrounding the channel mouth. Includes nearshore region of ebb shoal development during Nov 2018 and includes the area of scour north of and adjacent to the HWY 361 Bridge. - Purpose: Identify shoal locations and potential for depth -limited navigation, calculate channel volume change and potential available volume of sand for City Staff to apply to dredge and nourishment planning, track changes in the deep region of scour adjacent to the scour protection at the HWY 361 Bridge • Analysis and Assessment -Calculate channel volume/annual change and develop guidance briefing for application to dredge and nourishment planning by City Staff -Identify channel locations that present the potential for depth -limited navigation Annual Summer Seasonal Survey, Analysis and Assessment (Task 3): • Full Extent Bathymetric Survey (1) Multibeam sonar in channel and singlebeam sonar in Gulf of Mexico. - Extent: Design channel footprint from the intersection of the Gulf Intracoastal Waterway (GIWW) to and including the nearshore around the mouth and nearshore in Gulf of Mexico EXHIBIT A Page 3 of 6 - Purpose: Identify shoal locations and potential for depth limited navigation. Calculate volume available for dredging and coordinate with beach nourishment need. Obligation: EIS, Department of the Army (DOA) Cooperative Agreement and Public Safety • Beach Profile Survey (1) - Extent (General): Adjacent beaches along Mustang Island and North Padre Island from north of Fish Pass to approximately 0.5 mile south of Bob Hall pier along previously occupied transects -Extent (Focused) Dense transect grid along the North Padre Island Seawall appropriate for nourishment planning - Purpose: Applied to identify areas of erosion and coordinate with channel assessment for application by City Staff to beach nourishment planning and long-term sand management • Shoreline Position Survey (1) -Extent: Mustang and North Padre Island (Fish Pass to 1 mile south of Bob Hall Pier) - Purpose: Monitor changes in beach width. Applied to guide beach nourishment planning and interim bollard location adjustment along the North Padre Island Seawall. • Analysis and Assessment -Channel: Calculate channel volume and annual change and develop guidance reporting for application to dredge and nourishment planning by City Staff -Channel: Identify potential for depth limited navigation -Beach: Document status of beach, calculate change in volume and shoreline position over annual period, and identify areas of erosion and accretion Meetings (Task 4) • Annual Briefing (1) • Committee meetings (2) Island Strategic Action Committee (ISAC) and Watershore Beach Advisory Committee (WBAC) • Beach Operations (4) Note: This proposal describes an annual monitoring effort consisting of an annual summer seasonal assessment that includes a suite of unique surveys and two abbreviated winter and spring seasonal assessments. The annual monitoring effort includes a subset of a suite of three surveys/assessments that have comprised the Packery Channel Monitoring Program (PCMP) since 2006. The PCMP has successfully supported proactive management of these valuable coastal resources by the City of Corpus Christi and previously by the United States Army Corps of Engineers. Two documents were provided in 2018 to describe the scope of the full PCMP suite of surveys. These documents describe the purpose of each survey and define how the deletion of specific surveys and the subsequent assessment influence long-term planning. Both a Statement of Qualifications (SOQ) and an annual proposal (Williams 2018a and Williams 2018b) were previously submitted to City of Corpus Christi Engineering Staff. The monitoring described in the full proposal has been previously approved by the City Council since 2006 and was recommended in the past by the Island Strategic Action Committee (ISAC) and the Watershore Beach and Advisory Committee (WBAC). The approval of this proposal acknowledges that the City understands the implications of reducing the level of effort and information such that decisions will be made based on one annual assessment and two abbreviated seasonal assessments. EXHIBIT A Page 4 of 6 Schedule: The abbreviated peak winter survey is scheduled between February and April due to the limited opportunity for an adequate window of appropriate sea and weather conditions. Due to delays in contract authorization, it is unlikely that it will be possible to conduct the peak winter survey by 30 Apr 2019. If it is not possible to complete the survey prior to 30 Apr 2019 then the winter survey will be deferred during 2019 and will be conducted between February and April 2020. The abbreviated spring survey is scheduled for July 2019. The annual summer seasonal survey/assessment is recommended to coincide with the peak period of shoaling in the channel, thereby providing the most effective estimate of volume available for dredging and beach nourishment planning. The annual evaluation at the end of the summer season falls immediately in advance of the time targeted for maintenance dredging and beach nourishment to begin if conducted during the winter of 201912020. The previous dredge and nourishment was conducted between October and March; therefore, if staff communicate planning needs it is possible that the peak summer survey can be applied as the pre -dredge survey. The survey is recommended at the end of September 2019 but may be conducted as late as October or early November if delayed by tropical storms or as directed by City Staff. All survey dates are subject to rescheduling based on forecasted conditions and actual date of contract authorization. Contract Period The recommended contract period is from 01 April 2019 to 31 May 2020 in order to accommodate the potential for the deferment of the 2019 peak winter survey to 2020. Deliverables: • xyz data and shapefiles (ESRI .shp) files • Annual summary report and briefing • Meetings: (1) City Briefing (4) Beach Operations (2) Committee Total Estimated Cost: $ 188,123 Signature: Dr. Ahmed Mandy Vice President Division of Research and Innovation Estimated Budget Next Page EXHIBIT A Page 5 of 6 Budget Proiect No. 18140A Tasks Original Contract Amendment #1 Total Abbreviated Survey Single 2018 Year Fall Abbrev. Channel Survey $ 49,991.00 $ 49,991.00 Seasonal Surveys Task 1 — Abbreviated Winter Peak Scour Survey and Analysis/Assessment Channel Bathymetry (Basin, Entrance, ebb shoal/nearshore in Gulf) $ 29,482.00 $ 29,482.00 Task 2- Abbreviated Transitional/Spring Navigation Shoaling/Hazard Survey and Analysis/Assessment Channel Bathymetry (Basin, Entrance, ebb shoal/nearshore in Gulf) $ 29,482.00 $ 29,482.00 Task 3 — Annual Full Survey and Analysis/Assessment (Peak Summer) Channel Bathymetry (GIVWVto and including ebb shoal/nearshore in Gulf) Beach Profile Shoreline Position $ 123,953.00 $ 123,953.00 Task 4 — Meetings: Beach Operations and Committee Meetings/presentations 4 Beach Operations 2 Committee Meetings 1 City Staff Briefing $ 5,206.00 $ 5,206.00 Total $ 49,991.00 $ 188,123.00 $ 238,114.00 References: Williams, D.D, 2018a. Packery Channel Monitoring Program, Statement of Work: 2018/2019, Project Tasks and Cost Estimate, Proposal submitted July 2018. Williams, D.D. 2018b. SOQ for FY2018 Capital Improvement Projects, Group C, Project 3, Packery Channel Monitoring Program submitted Feb 2018 EXHIBIT A Page 6 of 6 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- 0 E9 E9 0 0 EA 0 69 00000 0 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f- O� O� N- (D f• --N 0) M Lf) 000009 $1,000.00 L() 4. 0 TBD 69- TBD 09 E9 $1,120.00 09- 09 E9 0 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O O $0.00 O TBD TBD TBD $0.00 O $0.00 O O O O O O O O O O O 00 ft O 09 0 E9 0 E9 E9 0 0 EA 0 69 00000 0 ti o O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 o 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- r 69 o r 09 r 09 E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O O O O 0 0 0 TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 ti o r` 69- 69- LC) O LC) EA 09- N N LC) N r - N O N CD(D N C0 00 r r EA r 09 r 69 r 09 r 09 N 69 000009 $1,000.00 O $1,120.00 O TBD TBD TBD O O $1,120.00 O 0 0 0 0 O O o O O Ef} O Ef} Ef} Ef} Ef} N O N 0r r 09- r 09 0 r ua r N to 0o o O 00.005$ $2,500.00 o O 0 o TBD TBD TBD O o $2,000.00 0 0 0 0 tn 0 0 0 OO r N O (0 O N O N O C0 O Ef} Ef} 09 09 69 09 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit B Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/hr) Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C INSURANCE REQUIREMENTS SPECIAL (TEXAS A&M UNIVERSITY - CORPUS CHRISTI) 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 EXHIBIT C 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 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. EXHIBIT C 2 OF 3 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 Engineering Packery Channel Monitoring Services 10/01/2018 cg Risk Management Valid Through 12/31/2018 EXHIBIT C 3 OF 3 rr�rr� City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Texas A&M University -Corpus Christi P. O. BOX: STREET ADDRESS: 6300 Ocean Dr., Unit 5844 CITY: Corpus Christi, TX ZIP: 78412-5844 FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner ❑ 4. Association 5. Other Education DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Depai huent (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "D" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d}] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ahmed Mandy, Ph.D. Title Vice President for Research and Innovation (Type or Print) Signature of Certifying Person: Date: 2/2 5/I DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "D" Page 2 of 2 Packery Channel Monitoring (Packery Channel TIRZ #2) Corpus Chr sti Engineering Council Presentation March 19, 2019 Project Location CORPUS CHRISTI BAY Corpus Chr sti Engineering N SCALE: N.T.S. TEXAS A U UNNERSIT CORPUS CHRIST PACKERY CHANNEL MONITORING LAGUNA MADRE GULF OF MEXICO 2 Project Vicinity Corpus Chr sti Engineering FISH PASS MUSTANG ISLAND STATE PARK PACKERY CHANNEL BOB HALL PIER GULF OF MEXICO 3 Project Scope Corpus Chr sti Engineering Packery Channel Monitoring Program (PCMP) is set up to achieve the following objectives: • Avoid unnecessary dredging and associated costs by not dredging on a regular schedule but only when required, based on survey and analysis • Maintain a safe and navigable waterway • Meet agreements with TGLO for beach management The PCMP consists of the following activities: • Three seasonal investigations of shoaling and scour in the channel and Gulf of Mexico • Annual survey to monitor changes in the width/depth of the inland channel segment and beach width/volume Project Schedule Corpus Chr sti Engineering 2019 2020 M A M J J A S 0 N D J F M A M Packery Channel Monitoring Projected schedule reflects City Council award in March 2019 with anticipated completion in May 2020. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: Keith Selman, Interim City Manager February 27, 2019 THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Charlie Cardenas, P. E., Interim Director of Street Operations charliec2@cctexas.com (361) 826-1870 Professional Services Contract Six Points Intersection Improvements (Capital Improvement Program) CAPTION: Motion to authorize a professional services contract with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of $421,340 for Six Points Intersection Improvements project. PURPOSE: This provides for engineering and design services for the Six Points Intersection at Staples Street, Ayers Street and Alameda Street. BACKGROUND AND FINDINGS: On July 26, 2016 City Council approved Certificates of Obligation to address the needs of the Six Points intersection. Three Bond street reconstruction projects that terminate at the Six Points intersection are now complete: 1. S. Alameda Street from Ayers Street to Louisiana Avenue (Bond 2012) 2. Ayers Street from Alameda Street to Ocean Drive (Bond 2014) 3. Staples Street from Alameda Street to Morgan Street (Bond 2014) None of the three projects included reconstruction of the Six Points intersection, which needs rehabilitation to improve safety and functionality. Project No: E17036 1 MA/VP Legistar No.: 19-0238 Rev. 2 — 02/27/19 This project proposes to implement full rehabilitation of the intersection and, as an additive alternate, the immediate street sections approaching the intersection not reconstructed in previous Bond projects, including Staples Street to 10th Street and Ayers Street to 10th Street. The additive alternate is proposed to eliminate the need to impact the intersection and businesses when street reconstruction is continued beyond the intersection. The full details of the improvements will be refined during the design phase and will include public meetings and workshops to maximize the scope and effectiveness within the available funds. This item provides for the engineering, design, bid and construction phase support services that includes: • Detailed analysis of the traffic loads, counts with future projections • Adjustments to roadway alignment and traffic signalization • Pavement analysis and recommendations • Detailed utility investigations and recommendations to ensure the sustainability of the services and underground infrastructure • Public meetings • If reconfiguration is recommended, additional public outreach and workshops • Construction sequencing and temporary traffic control planning • Other miscellaneous improvements, including signage, lighting, landscape, etc. ALTERNATIVES: 1. Authorize execution of the professional services contract. (Recommended) 2. Do not authorize execution of the contract. (Not Recommended) OTHER CONSIDERATIONS: Freese and Nichols, Inc. was selected for this project under RFQ No. 2018-01. CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2019 Capital Improvement Program. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Street Operations Project No: E17036 2 MA/VP Legistar No.: 19-0238 Rev. 2 — 02/27/19 FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 439,340 3,988,660 4,428,000 Encumbered / Expended Amount This item 421,340 421,340 Future Anticipated Expenditures This Project 18,000 3,735,636 3,753,636 BALANCE 0 253,024 253,024 Fund(s): Certificates of Obligation RECOMMENDATION: Staff recommends award of the professional services contract with Freese and Nichols, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Contract Project No: E17036 3 MA/VP Legistar No.: 19-0238 Rev. 2 — 02/27/19 PROJECT BUDGET ESTIMATE Six Points Intersection Improvements (Capital Improvement Program) PROJECT FUNDS AVAILABLE: Street Certificates of Obligation 3,750,000 Storm Water Fund 350,000 Wastewater Fund 186,000 Water Fund 137,000 Gas Fund 5,000 TOTAL FUNDS AVAILABLE 4,428,000 FUNDS REQUIRED: Construction Fees 3,333,000 Construction (Estimate) 3,030,000 Contingency (Estimate) 303,000 Construction Inspection and Testing Fees. Construction Inspection (estimate) 125,236 Construction Phase - Materials Testing Services (estimate) 54,000 179,236 Design and Survey Fees 439,340 Engineer (Freese and Nichols) THIS ITEM 421,340 Design Phase - Geotechnical Testing Services (estimate) 18,000 Reimbursements. 223,400 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 88,560 Engineering Services (Project Mgt) 132,840 Misc. (Printing, Advertising, etc.) 2,000 TOTAL 4,174,976 ESTIMATED PROJECT BUDGET BALANCE 253,024 ) NUECES BAY PROJECT LOCATION SCALE: N.T.S. CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI ___Y 44 Project Number: E17036' Six Points Intersection Improvements CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES IIF Corpus Chr sti Engineering Six Points Intersection Improvements (Capital Improvement Program) Council Presentation March 19, 2019 Project Location Corpus Chr sti Engineering AVIGATION Wi� Six Points Intersection Improvements CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI SCALE T.S. 2 Project Vicinity Corpus Chr sti Engineering SCALE N.T.S SIX POINTS INTERSECTION IMPROVEMENTS ® S STAPLES ST (Morgan to Alameda) C 0 M P1C 0 M PL ETE AYERS ST (Alameda to Gcesnl ®COMPLETE S ALAMEDA ST )Ayers to Louisiana} ®COMPLETE SIX POINTS INTERSECTION PROPOSED START June, 2020 Bond 2014 Prop 1 Bond 2014 Prop 1 Bond 2012 Prop 1 Duration: 9 mo. 4.. Project Vicinity Corpus Chr sti Engineering SIX POINTS INTERSECTION IMPROVEMENTS S STAPLES ST (Morgan to Alameda) COMPLETE AYERS ST (Alameda to Ocean) COMPLETE S ALAMEDA ST (Ayers to Louisiana) COMPLETE ® SIX POINTS INTERSECTION PROPOSED START June, 2020 Bond 2014 Prop 1 Bond 2014 Prop 1 Bond 2012 Prop 1 Duration: 9 mo. SIX POINTS INTERSECTION (Additive Alternate) PROPOSED START June, 2020 Project Scope Corpus Chr'sti Engineering This project proposes to implement full rehabilitation of the intersection and, as an additive alternate, the immediate street sections. Provides for the engineering, design, bid and construction phase support services with the following: • Detailed analysis of the traffic loads, counts with future projections • Adjustments to roadway alignment and traffic signalization • Pavement analysis and recommendations • Detailed utility investigations and recommendations to ensure the sustainability of the services and underground infrastructure • Public meetings • If reconfiguration is recommended, public outreach and workshops • Construction sequencing and temporary traffic control planning • Other miscellaneous improvements, including signage, lighting, landscaping, etc. Project Schedule Corpus Chr'sti Engineering 2019 2020 2021 M A M J J A SIO N DI F M A MJ J A S 0 N DIJ F Design Bid Construction Projected Schedule reflects City Council award in March 2019 with anticipated completion in February 2021. (0) Corpus Chr sti Engineering Questions? CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES E17036 Six Points Intersection Improvements The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY CONTROL 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V OPINIONS OF COST 5 ARTICLE VI INSURANCE REQUIREMENTS 5 ARTICLE VII INDEMNIFICATION 5 ARTICLE VIII TERMINATION OF AGREEMENT 6 ARTICLE IX RIGHT OF REVIEW AND AUDIT 7 ARTICLE X OWNER REMEDIES 7 ARTICLE XI CONSULTANT REMEDIES 8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII MISCELLANEOUS PROVISIONS 10 EXHIBITS Page 1 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Page 2 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II — QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $421,340. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). /1.2 This service shall be for a period of years beginning on the Effective Date. The Agreement may be renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approvcd changes. Page 4 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V — OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES. DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX — RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X — OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Page 7 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 When the City incurs non -value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non -value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 8 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re -use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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. Page 10 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I -XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. 13.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI FREESE AND NICHOLS Jeff H. Edmonds, P. E. Date Director of Engineering Services APPROVED AS TO LEGAL FORM Assistant City Attorney Date ATTEST City Secretary Date 1 2 r- - ) d I- I/ i . - - - Ron Guzman, P. E. Vice President/Principal 800 N. Shoreline Boulevard, Corpus Christi, TX 78401 (361) 561-6500 Office (361) 561-6501 Fax rg@freese.com February 4, 2019 Date Suite 1600N Page 11 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC Six Points Intersection Improvements (Project No. E17036) Fund Name Accounting Unit Account Activity Account Category Amount Storm Water 2013 RVBD 3497-043 550950 E17036 -01 -3497 -EXP 50950 $105,336 Water 2019 CIP 4098-041 550950 E17036 -01 -4098 -EXP 50950 52,667 Wastewater 2015 Bond 4255-042 550950 E17036 -01 -4255 -EXP 50950 52,667 Street 2018 CO 2016 PR 3553-051 550950 E17036 -01 -3553 -EXP 50950 210,670 Total [ $421,340 Page 12 Rev. 18-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\E17036 SIX POINTS INTERSECTION IMPROVEMENTS\CONSULTANT CONTRACT FREESE NICHOLS\2018-0928 CONTRACT PROFESSIONAL SERVICES.DOC F� NICNOLS Innovative approaches Practical results Outstanding service 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 Exhibit A January 28, 2019 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P. O. Box 9277 Corpus Christi, TX 78469-9277 www.freese.com Re: Six Points Intersection Improvements — Staples Street @ Ayers Street @ Alameda Street City Project No. E17036 Freese and Nichols Professional Services Contract Dear Mr. Edmonds, Freese and Nichols, Inc. (FNI) is pleased to provide our Engineering Services proposal for the Six Points Intersection Improvements — Staples Street @ Ayers Street @ Alameda Street (City Project No. E17036). Our project scope will include full rehabilitation of the intersection and approaches connecting to other ongoing city bond projects including Staples Street to the north, Alameda Street to the south, and Ayers Street to the east. The project includes improvements to Ayers Street to the west and Staples Street to the south as shown on the attached Exhibit B for future connectivity of roadway improvements on these streets. We understand the Six Points Intersection Improvements project scope may include, but not be limited to the following activities: Basic Services: Preliminary Phase. The Architect/Engineer-A/E (also referred to as Consultant) will: a) Hold Project Kick-off Meeting. Compile and distribute meeting minutes to attendees within five working days of the meeting. b) Provide scope of geotechnical testing requirements to the City's Geotechnical Consultant. c) Review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. e) Develop preliminary street cross section to incorporate the Geotechnical Consultant's recommendations. f) Identify right-of-way acquisition requirements and illustrate on a schematic strip map. g) Prepare preliminary opinions of probable construction costs for the recommended improvements. h) Develop drainage area boundary map for existing and proposed drainage areas served. i) Conduct the hydraulic analysis to quantify the storm water design of existing and proposed systems. Include the analysis of inlet capacity. EXHIBIT "A" Page 1 of 12 j) Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. k) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. I) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as TxDOT, RTA, USPS, Corpus Christi Independent School District community groups, and TDLR. m) Identify and recommend public outreach and community stakeholder requirements. n) Furnish one (1) electronic copy and three (3) sets of 30% plans (plans only—identify needed specifications) to the City staff for review and approval purposes with executive summary, estimates and probable construction costs. Required with the 30% submission is as follows: • Plan view and proposed infrastructure improvements • Overall roadway alignment • Identification of required R.O.W. acquisitions • Opinion of Probable Construction Costs o) Participate in Project review meeting with City staff to review and receive City comments on the 30% Submittal. City staff will provide electronic copies only of the following information (as applicable and upon request): a) Record drawings, record information of existing facilities, and utilities (as available from City Engineering files). b) The preliminary budget, specifying the funds available for construction. c) A copy of existing studies and plans. (as available from City Engineering files). d) Applicable Master Plans and GIS mapping are available on the City's website. e) Geotechnical reports and traffic counts Project Assumptions: 1. All necessary geotechnical services and pavement design options will be provided by the City. During the preliminary design phase, the City will provide the geotechnical report. FNI will provide a recommended scope of geotechnical needs and boring locations. 2. All necessary Level A subsurface utility engineering (SUE) services will be provided by the City. FNI will provide the City a recommended scope of SUE services and pothole locations. 3. The City will provide Televising of Utility Lines for all applicable storm water and wastewater utility lines that will be incorporated and/or replaced as part of the project. FNI will provide the City with a recommended scope of utility lines that should be televised. 4. Detailed stormwater modeling including hydrologic impact analysis is not included in the scope. 5. FNI will acquire peak hour turning movement counts at the Six Points intersection. If additional traffic counts and/or peak hour turning movement counts are necessary, FNI will inform the City. FNI will provide the City with recommendations for this scope of work. 6. The City will schedule and coordinate the agenda and presentation material for all public meetings. The City will prepare and mail out notices for the meetings to the affected stakeholders. FNI will participate in two (2) public meetings and provide exhibits. 7. Detailed street lighting design including lighting distribution and photometric analysis is not included in this scope of work. FNI will assist the City in developing recommendations for the street lighting to be consistent with the future City Street Lighting Policy that has not yet been adopted. EXHIBIT "A" Page 2 of 12 The City staff will: 1. Designate an individual to have responsibility, authority, and control for coordinating activities for the project. 2. Provide the budget for the Project specifying the funds available for the construction contract. 3. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 4. Provide electronic index and database of City's record drawing and record information. 5. Provide requested record drawings, record information in electronic format as available from City Engineering files. 6. Provide a copy of existing studies and plans. (as available from City Engineering files). 7. Provide applicable Master Plans and GIS mapping are available on the City's website. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). c) Develop drainage area boundary map for existing and proposed drainage areas served. Conduct hydraulic analysis to quantify the storm water design of existing and proposed systems. Include the analysis of inlet capacity (if applicable). Submit analysis results and calculations used to analyze drainage. d) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water, and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. e) Prepare construction plans in compliance with CPPSCF using English units on 22"x 34" plan sheets that can be reduced to 11"x 17". 1. Provide Storm Water Pollution Prevention Plan, including construction drawings. f) Furnish three (3) sets of the interim plans (60% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary" to summarize the project by distinguishing key elements and opinion of probable project costs. g) Participate in Project 60% review meeting. Compile and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. h) Furnish three (3) sets of the pre -final plans (90% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. i) Participate in Project 90% review meeting. Compile and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. j) Provide three (3) sets of the final (100%) plans (unsealed and unstamped - electronic and half-size hard copies using City Standards as applicable) for City's final review. k) Assimilate all final review comments Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and EXHIBIT "A" Page 3 of 12 half-size hard copies using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. I) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City-provided review comments or provided submittals in accordance with City standards. m) Anticipated Drawing Register for the Six Points Intersection Improvements is as follows: • Title Sheet • Drawing Index/ Drawing Legend • General Notes 01 • General Notes 02 • Base Bid 1 Concrete Pavement Quantities Summary • Base Bid 2 HMAC Pavement Quantities Summary • Existing and Proposed Concrete Cross Sections Sta. 5+00 • Existing and Proposed Concrete Cross Sections Sta. 10+00 • Existing and Proposed HMAC Cross Sections Sta. 5+00 • Existing and Proposed HMAC Cross Sections Sta. 10+00 • Project Location Map and Alignment Layout • Existing Topo Plan Sta 0+00 to Sta 4+80 • Existing Topo Plan Sta 4+80 to Sta 9+60 • Existing Topo Plan Sta 9+60 to End • Project Control Points 01 and 02 • Storm Water Drainage Areas • Proposed Storm Water Analysis • Demolition/Removal Summary • Existing Waterline Basemap • Existing Wastewater Basemap • Existing Storm Water Basemap • Existing Gas line Basemap • Street and Storm Water P&P Sta 0+00 to Sta 4+80 • Street and Storm Water P&P Sta 4+80 to Sta 9+60 • Street and Storm Water P&P Sta 9+60 to End • Street and Storm Water P&P Ayers - Staples to 10th • Storm Water Profiles 01 • Storm Water Profiles 02 • Storm Water Profiles 03 • Six Points (Ayers/Staples/Alameda) Intersection Plan • Ayers/10th Intersection Plan • Staples/Palmero Intersection Plan • Staples/10th Intersection Plan • Staples/Clifford Intersection Plan • Staples/Brownlee Intersection Plan EXHIBIT "A" Page 4 of 12 • Curb Ramp Details 01 • Curb Ramp Details 02 • Bus Stop Shelter Pad Plans • Bus Stop Shelter Pad Details • Misc. HMAC Pavement Details • Reinforced Concrete Pavement Section and Details • Reinforced Concrete Pavement 01 • Reinforced Concrete Pavement 02 • Jointed Concrete Pavement Layout Details • Storm Water Misc Details 01 • Storm Water Misc Details 02 • Water /Waste Water/Gas P&P Sta 0+00 to Sta 4+80 • Water /Waste Water/Gas P&P Sta 4+80 to Sta 9+60 • Water /Waste Water/Gas P&P Sta 9+60 to End • Water /Waste Water/Gas P&P Ayers - Staples to 10th • Water /Waste Water/Gas P&P 10th Street — Ayers to Staples • Waterline Laterals 01 • Waterline Laterals 02 • Wastewater Tie-in Details 01 • Wastewater Tie-in Details 02 • Water, Wastewater and Gas Details • Conduit Layout Plan • Striping Plan • Signage Plan • Typical Standard Pavement Markings Plan • Position Guidance using Raised Markers Plan • Pavement Markings for Two - Way Street Plan • Standard Pavement Markings Arrows and Words • Crosswalk Pavement Marking Details • Sign Mounting Details Slipbase System • End of Road Barricade, Traffic Sign Assembly • Storm Water Pollution Prevention Plan • SW3P Plan Notes • SW3P Permit issues and Comments (EPIC) • SW3P Details • Curb, Gutter and Sidewalk Standard Details • City of CC Pedestrian Curb Ramp Details #1-4 • City of CC Driveway Standard Details #1-3 • Concrete Pavement Details • City of CC Storm Water Standard Details #1-3 • City of CC Water Standard Details #1-4 • City of CC Wastewater Standard Details #1-3 n) Prepare and submit monthly status reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. EXHIBIT "A" Page 5 of 12 o) Provide copy of contract documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. c) Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. Bid Phase. The A/E will: a) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. b) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re -advertise that particular portion of the Project for bids. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review, and provide copies of the contract for execution between the City and the contractor. Construction Administration Phase. The A/E will perform construction administration activities to include the following: a) Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. c) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. EXHIBIT "A" Page 6 of 12 e) Make site visits (4 hours/month — 6 -month duration) to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Prepare change orders as authorized by the City; provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Attend final inspection with City staff and provide the City with a Certificate of Completion for the project upon successful completion of the project. h) Review Contractor -provided construction "red -line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. i) When requested by City, assist in addressing Request for Information (RFI) that may be submitted by the Contractor. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. Additional Services: This section defines the scope of additional services that may be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under the section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1. Permit Preparation. Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a) Texas Commission of Environmental Quality (TCEQ) Permits/Amendments. Consultant will prepare NOI for signature by City's responsible party b) Texas Department of Licensing and Regulation (TDLR) 2. Topographic Survey. All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include references tying Control Points to a minimum of two (2) registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. EXHIBIT "A" Page 7 of 12 c) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. — the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non -GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water, and gas lines as well as any other lines owned by third -parties and locate all visible utilities, wells, and signs within the apparent ROW width along project limits. Survey shall include utility markings from Texas 811 request. Surveying services, related to subsurface utility engineering (SUE) shall be provided by the City's SUE consultant. i) Locate improvements within the apparent ROW. j) Obtain finished floor elevations of buildings that are immediately adjacent to the Everhart Road Right -of -Way. k) Locate and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. I) Generate electronic planimetric base map for use in project design. m) Obtain finished floor elevations of buildings along the roadway corridor. The survey should not stop at the property line but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead doors, driveways, parking lots, etc. within 20' of the property line. 3. Right -of -Way Acquisition Survey. (NOT AUTHORIZED) To Be Determined 4. Environmental Issues. (NOT AUTHORIZED) To Be Determined 5. Public Meetings. (AUTHORIZED) Participate in two (2) public meetings. One public meeting shall be held after submittal of the 30% Preliminary Design and one public meeting shall be held prior to start of project construction. Prepare required exhibits for meetings. The City will schedule and coordinate the agenda and presentation material for the public meetings and prepare and mail out all notices for the meetings to the affected stakeholders. The City will schedule and coordinate the agenda and presentation material for the public meetings. 6. Public Outreach and Workshops. (TO BE AUTHORIZED) Provide up to five (5) additional stakeholder meetings for the project design and intersection configuration. 7. Construction Observation Services. (NOT AUTHORIZED) To Be Determined 8. Traffic Control. (TO BE AUTHORIZED) Provide traffic control design to allow for construction of all proposed improvements. Consultant shall provide for the design of advanced warning signage, traffic control phases and associated details for the implementation of all planned traffic control measures. The Traffic Control Plan will include construction sequencing, typical cross section, construction phasing sheets, warning and barricades, as well as standard sheets for barricades, traffic control plan, work zone pavement markings and signage. EXHIBIT "A" Page 8 of 12 Anticipated Drawing Register for the Traffic Control design is as follows: • Traffic Control Advanced Warning Signage 01 • Traffic Control Advanced Warning Signage 02 • Construction Sequencing Layout • Sequence of Construction and General Notes • Traffic Control Sections 01 • Traffic Control Sections 02 • Traffic Control Phase 1 Sheet 01 • Traffic Control Phase 1 Sheet 02 • Traffic Control Phase 1 Sheet 03 • Traffic Control Phase 1 Temp Detour Plan 01 • Traffic Control Phase 1 Temp Detour Plan 02 • Traffic Control Phase 2 Sheet 01 • Traffic Control Phase 2 Sheet 02 • Traffic Control Phase 2 Sheet 03 • Traffic Control Phase 2 Temp Detour Plan 01 • Traffic Control Phase 2 Temp Detour Plan 02 • Traffic Control Phase 3 Sheet 01 • Traffic Control Phase 3 Sheet 02 • Traffic Control Phase 3 Sheet 03 • Traffic Control Phase 3 Temp Detour Plan 01 • Traffic Control Phase 3 Temp Detour Plan 02 • Traffic Control Phase 4 Sheet 01 • Traffic Control Phase 4 Sheet 02 • Traffic Control Phase 4 Sheet 03 • Traffic Control Phase 4 Temp Detour Plan 01 • Traffic Control Phase 4 Temp Detour Plan 02 • Barricade and Construction Sheets #1-19 9. Signalization Improvements. Prepare signalization plans, specifications and estimate for the traffic signal and pedestrian signal improvements at Six Points Intersection (Ayers/Staples/Alameda). Develop design elements using City of Corpus Christi design criteria in TxDOT format and standards. Prepare the timing and synchronization recommendations of the traffic signals in the immediate vicinity of the Six Points Intersection. FNI will provide optimized signal timings and synchronization to provide the City's contractor for programming into each signal. The signalized intersections will be coordinated for better traffic flows via the City's traffic network. FNI will acquire peak hour turning movement counts at the Six Points intersection. If additional traffic counts and/or peak hour turning movement counts are necessary, FNI will inform the City and provide the City with recommendations for this scope of work. FNI will develop a traffic model using Synchro modeling software. 10. Warranty Phase. (NOT AUTHORIZED) To Be Determined PROJECT SCHEDULE Date Activity March 2019 NTP EXHIBIT "A" Page 9 of 12 June 2019 30% Design submittal June 2019 City Review October 2019 60% Design Submittal October 2019 City Review December 2019 90% Design Submittal December 2019 City Review February 2020 100% Final Submittal February 2020 Advertise for Bids March 2020 Pre -Bid Conference March 2020 Receive Bids May 2020 Contract Award June 2020 Begin Construction December 2020 Complete Construction If FNI's services are delayed through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation and FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. Freese and Nichols, Inc. proposes to perform the scope of services listed above for the lump -sum fee of $421,340 as shown in the table below: Basic Services Fees 1. Preliminary Phase $38,082 2. Design Phase $248,543 3. Bid Phase $11,352 4. Construction Administration Phase $31,999 Subtotal Basic Services Fees $329,976 Additional Services Fees (Allowance) 1. Permit Preparation (AUTHORIZED) $3,928 2. Topographic Survey (AUTHORIZED) $18,526 3. ROW Acquisition Survey (NOT AUTHORIZED) To Be Determined 4. Environmental Issues (NOT AUTHORIZED) To Be Determined 5. Public Meetings (AUTHORIZED) $7,814 6. Public Outreach and Workshops (TO BE AUTHORIZED) $10,000 7. Construction Observation Services (NOT AUTHORIZED) To Be Determined 8. Traffic Control (TO BE AUTHORIZED) $19,725 9. Signalization Improvements (AUTHORIZED) $31,371 10. Warranty Phase (NOT AUTHORIZED) To Be Determined Sub -Total Additional Services Fees $91,364 Total Authorized Fee $421,340 We look forward to working with your team on this project. Please feel free to contact me at 361.561.6500 if you have any questions. EXHIBIT "A" Page 10 of 12 Respectfully, Freese and Nichols, Inc. Ron Guzman, P.E. Vice President/Principal Attachments EXHIBIT "A" Page 11 of 12 Six Points Intersection Improvements Project Limits EXHIBIT "A" Page 12 of 12 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees EXHIBIT B SAMPLE PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30°% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $S,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre -Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 Contract for Professional Services 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1— Definitions and Terminology 2 Article 2 — Preliminary Matters 8 Article 3 — Contract Documents: Intent, Requirements, Reuse 8 Article 4 — Commencement and Progress of the Work 9 Article 5 — Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions 9 Article 6 — Bonds and Insurance 10 Article 7 — Contractor's Responsibilities 10 Article 8 — Other Work at the Site 10 Article 9 — Owner's and OPT's Responsibilities 10 Article 10 — OAR's and Designer's Status During Construction 11 Article 11— Amending the Contract Documents; Changes in the Work 13 Article 12 — Change Management 13 Article 13 — Claims 14 Article 14— Prevailing Wage Rate Requirements 16 Article 15 — Cost of the Work; Allowances; Unit Price Work 16 Article 16 — Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 16 Article 17 — Payments to Contractor; Set -Offs; Completion; Correction Period 16 Article 18 — Suspension of Work and Termination 16 Article 19 — Project Management 16 Article 20 — Project Coordination 16 Article 21— Quality Management 17 Article 22 — Final Resolution of Disputes 17 Article 23 — Minority/MBE/DBE Participation Policy 17 Article 24— Document Management 17 Article 25 — Shop Drawings 17 Article 26 — Record Data 20 Article 27 — Construction Progress Schedule 21 Article 28 — Video and Photographic documentation 21 Article 29 — Execution and Closeout 21 Article 30 — Miscellaneous 22 Excerpt from Form 00 72 00 General Conditions - 1 Rev 18-2 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; Excerpt from Form 00 72 00 General Conditions - 2 Rev 18-2 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. 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; Excerpt from Form 00 72 00 General Conditions - 3 Rev 18-2 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; 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. Excerpt from Form 00 72 00 General Conditions - 4 Rev 18-2 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. 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. Excerpt from Form 00 72 00 General Conditions - 5 Rev 18-2 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. 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, Excerpt from Form 00 72 00 General Conditions - 6 Rev 18-2 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. 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. Excerpt from Form 00 72 00 General Conditions - 7 Rev 18-2 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 ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent 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. 3.02 Reference Standards 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. Excerpt from Form 00 72 00 General Conditions - 8 Rev 18-2 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. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents 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. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions 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. Excerpt from Form 00 72 00 General Conditions - 9 Rev 18-2 5.05 Underground Facilities 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; 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. ARTICLE 6 — BONDS AND INSURANCE ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES ARTICLE 8 — OTHER WORK AT THE SITE 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 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. Excerpt from Form 00 72 00 General Conditions - 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 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. Excerpt from Form 00 72 00 General Conditions - 11 Rev 18-2 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. 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. Excerpt from Form 00 72 00 General Conditions - 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 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 labor by classification; 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 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 Excerpt from Form 00 72 00 General Conditions - 13 Rev 18-2 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. ARTICLE 13 — CLAIMS 13.01 Claims 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. Excerpt from Form 00 72 00 General Conditions - 14 Rev 18-2 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 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. Excerpt from Form 00 72 00 General Conditions - 15 Rev 18-2 ARTICLE 14— PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION ARTICLE 19 — PROJECT MANAGEMENT ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 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. 20.04 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. Excerpt from Form 00 72 00 General Conditions - 16 Rev 18-2 ARTICLE 21— QUALITY MANAGEMENT ARTICLE 22 — FINAL RESOLUTION OF DISPUTES ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 — DOCUMENT MANAGEMENT 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. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 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. Excerpt from Form 00 72 00 General Conditions - 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 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. 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. Excerpt from Form 00 72 00 General Conditions - 18 Rev 18-2 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. Excerpt from Form 00 72 00 General Conditions - 19 Rev 18-2 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. 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.B 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. ARTICLE 26 — RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 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. 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 Excerpt from Form 00 72 00 General Conditions - 20 Rev 18-2 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 ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 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. 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. Excerpt from Form 00 72 00 General Conditions - 21 Rev 18-2 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. ARTICLE 30 — MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions - 22 Rev 18-2 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 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 a(�cctexas.com (361) 826-3169 Econolite Cobalt Controllers Supply Agreement CAPTION: Motion authorizing a three-year supply agreement for Econolite Cobalt Controllers with Paradigm Traffic Systems, Inc of Arlington, Texas for an amount not to exceed $147,000. PURPOSE: This item is to approve the supply of Econolite Cobalt Controllers for Street Operations. BACKGROUND AND FINDINGS: The Econolite Cobalt Controllers will be used citywide for maintenance and operations of equipment installed in existing traffic controller cabinets. It manages the right of way at signalized intersections to provide for the safe and efficient movement of vehicles and pedestrians. This is the only traffic controller that is fully compatible with our Econolite Centracs Advanced Transportation Management System Software. Centracs ATMS manages our entire traffic signal network. The Econolite Cobalt Controllers will be used to replace non -repairable, damaged from an accident, and/or out of warranty controllers. 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: 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: Street Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $258,900.00 $98,000.00 $356,900.00 Encumbered / Expended Amount $174,415.56 $0.00 $174,415.56 This item $49,000.00 $98,000.00 $147,000.00 BALANCE $35,484.44 $0.00 $35,484.44 Fund(s): Streets Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet PRICE SHEET CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Japan Shah Department: Streets Operations ITEM DESCRIPTION UNIT 1 Econolite Cobalt TS -2 Type 1 Controller 60 Paradigm Traffic System, Arlington, Texas Buy Board Contract # 524-17 UNIT PRICE EXTENDED PRICE $2,450.00 $147,000.00 Total Price $147,000.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: February 14, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Dan Grimsbo, P.E. Executive Director of Water Utilities DanG@cctexas.com (361) 826-1718 Construction Change Order & Professional Services Amendment City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program (IDIQ) (Capital Improvement Program) CAPTION: Motion to authorize execution of Change Order No. 1 with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of $1,275,000 for a total restated fee of $6,375,000 and Amendment No. 1 to the Professional Services Contract with Urban Engineering of Corpus Christi, Texas in the amount of $451,746 for a total restated fee not to exceed $802,256, for the City -Wide Water Distribution Repair and Replacement IDIQ Program (Capital Improvement Program). PURPOSE: The construction change order and engineering amendment provide for additional contract capacity to complete critical water line infrastructure improvements. BACKGROUND AND FINDINGS: City -Wide Water Distribution System Repair and Replacement IDIQ Program provides an extensive list of repetitive construction activities and unit prices to address a wide range of improvements to various pipe sizes, material types, depths and conditions. The Water IDIQ project has been successfully developed and executed over the last ten years with overall Project No: 18094A SG/LH Legistar No.: 19-0385 Rev. 2 — 03/01/19 reduced cost and time of execution. The construction IDIQ contract is a multi-year contract with an undetermined number of Delivery Orders. The Delivery Orders are prepared post -award with construction commencing almost immediately to implement major improvements, repairs, and rehabilitation, as needed. Each Delivery Order (DO) is based on contractor unit bid prices to determine the most cost-effective solution. On March 28, 2017, City Council awarded a construction contract to CPC Interests, LLC for the Water IDIQ Program with a total duration of three years with a 1 -year base contract in the amount of $5.1 M plus two optional 1 -year extensions with a total contract value of $15.3M. The base year included 11 delivery orders and is nearing construction completion within the $5.1M. The second year (option year 1) was administratively authorized in July 2018 with 10 delivery orders issued, fully obligating the available $5.1M. The remaining capacity in years 2 and 3 is insufficient to meet the immediate needs to sustain water quality and pressures with the introduction of two new elevated storage tanks (Holly Road and Rand Morgan Road). The third -year renewal is planned to be administratively executed in the next 90 days. Years 1 through 3 are fully funded under the Water Department Capital Improvement Program. The proposed change order in the amount of $1.275M (25% of the annual contract value) increases contract capacity from $5.1 M to $6.375M. The additional capacity allows further critical line improvements to sustain water quality, flows, and pressures. Change order No. 1 funding in the amount of $1,275,000 is proposed from Water Capital Reserves. On July 31, 2018, City Council awarded a professional services contract to Urban Engineering for implementation of delivery orders for field investigations and analysis to prepare deliver orders for the first renewal year with technical support during construction. The base year engineering services was awarded by separate contract with subsequent year engineering planned with in- house City staff. Due to resource limitations, the outside engineering was necessary for the renewal years and additional capacity for the proposed change order. This amendment provides for engineering and construction technical support for the final year with additional change order capacity. The amendment also includes preparation of bid documents for a new multi-year Water IDIQ contract. The increased capacity for this Water IDIQ contract is critical to support the ACR (Alternative Capacity Requirement) Program and upcoming Bond 2018 Residential Street Rebuild Program, the Street Preventative Maintenance Program and citywide distribution infrastructure improvements. The new Water IDIQ construction contract is planned in the CIP over the next three fiscal years in the amount of $6M per year for three years and total value of $18M. ALTERNATIVES: 1. Authorize execution of Change Order and Amendment 1. (Recommended) 2. Do not authorize execution of Change Order and Amendment 1. (Not Recommended) OTHER CONSIDERATIONS: Urban Engineering was selected for this project as a result of RFQ 2018-01. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts. Conforms to FY 2018-2019 Capital Improvement Planning (CIP) Budget. Project No: 18094A SG/LH Legistar No.: 19-0385 Rev. 2 — 03/01/19 EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Water Utilities Department FINANCIAL IMPACT: ❑ Ooeratina ❑ Revenue X Caaital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 360,716 7,320,665 7,681,381 Encumbered / Expended Amount 360,716 360,716 This item 1,726,746 1,726,746 Future Anticipated Expenditures This Project 5,593,919 5,593,919 BALANCE 0 0 0 Fund(s): Water CIP No. 17 RECOMMENDATION: Staff recommends the approval of Change Order No. 1 with CPC Interests, LLC, and approval of Amendment No. 1 with Urban Engineering for the City -Wide Water Distribution System Repair and Replacement IDIQ Program. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Amendment No. 1 Change Order No. 1 Project No: 18094A SG/LH Legistar No.: 19-0385 Rev. 2 — 03/01/19 SCALE: N.T.S. CITYWIDE PROJECT LOCATION MAP NOT TO SCALE Project Number: 18094A Citywide Water Distribution System (IDIQ) Program CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Corpus Chr sti Engineering City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program (IDIQ) Council Presentation March 19, 2019 Project Location Corpus Chr'sti Engineering Citywide Water Distribution System (IDIQ) Program N SCALE: N.T.S. 2 Project Vicinity Corpus Chr'sti Engineering Citywide Water Distribution System (IDIQ) Program 1' ..�.�. r*�,- 4 " N SALE: N.T.S. • Data SIO NOAA, U, Navy. NGA+GEbi:c4_ e 3 Project Scope Corpus Chr'sti Engineering This provides for the following actions to meet critical infrastructure improvements for the water distribution system: 1. Construction Change Order No. 1 - Increases contract capacity on existing Water IDIQ (Year 2) 2. Professional Services Amendment No. 1 a. Engineering and technical support to execute delivery orders for change order capacity and final year (Year 3) of existing IDIQ construction contract b. Scope also includes preparation of a new 3 -year Water Line IDIQ program to continue strategic water line improvements citywide Project Schedule Corpus Chr sti Engineering 2018 2019 2020 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Wlltngineering Services wor Construction (Year 2 Plus Change Order) Construction (Year 3) Project schedule reflects City Council award in March 2019. * Year 3 is planned to commence within 90 days. PROJECT BUDGET ESTIMATE City -Wide Water Distribution System Repair and Replacement IDIQ Program (Capital Improvement Program) PROJECT FUNDS AVAILABLE: Water CIP FY 17 360,716 Water CIP FY 19 6,000,000 Water Capital Reserves 1,320,665 TOTAL FUNDS AVAILABLE 7,681,381 FUNDS REQUIRED: Construction Fees 6,375,000 Change Order #1 (CPC Interests, LLC dba Clark Pipeline) THIS ITEM 1,275,000 Contract Renewal Year #2 5,100,000 Construction Inspection and Testing Fees. Construction Inspection (estimate) 191,250 Construction Phase - Materials Testing Services (estimate) 25,000 216,250 Design Fees. 802,256 Amendment #1 (Urban Engineering) THIS ITEM 451,746 Original Contract (Urban Engineering) 350,510 Reimbursements. 287,875 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 127,500 Engineering Services (Project Mgt) 159,375 Misc. (Printing, Advertising, etc.) 1,000 TOTAL 7,681,381 ESTIMATED PROJECT BUDGET BALANCE CITY OF CORPUS CHRISTI Amendment No. 1 to the CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 18094A - Citywide Water Distribution System IDIQ The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Urban Engineering, 2725 Swantner Drive, Corpus Christi, Nueces County, Texas 78404 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES 2 ARTICLE II QUALITY CONTROL 3 ARTICLE III COMPENSATION 3 ARTICLE IV TIME AND PERIOD OF SERVICE 4 ARTICLE V OPINIONS OF COST 5 ARTICLE VI INSURANCE REQUIREMENTS 5 ARTICLE VII INDEMNIFICATION 5 ARTICLE VIII TERMINATION OF AGREEMENT 6 ARTICLE IX RIGHT OF REVIEW AND AUDIT 7 ARTICLE X OWNER REMEDIES 7 ARTICLE XI CONSULTANT REMEDIES 8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII MISCELLANEOUS PROVISIONS 9 EXHIBITS Contract for Professional Services Page 1 of 11 ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits Aand A It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Contract for Professional Services Page 2 of 11 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II — QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $451,746 for a total not to exceed amount of $802,256. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Contract for Professional Services Page 3 of 11 Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of ygars bcginning on the Effcctivc Datc. The Agrccmcnt may bo renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approvcd changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Contract for Professional Services Page 4 of 11 Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V — OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Contract for Professional Services Page 5 of 11 Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. Contract for Professional Services Page 6 of 11 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection maybe performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X — OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non -value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) (2) (3) Summary of facts with supporting documentation; Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; Calculation of non -value added work costs incurred by the City; and Contract for Professional Services Page 7 of 11 (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management Contract for Professional Services Page 8 of 11 representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. Contract for Professional Services Page 9 of 11 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re -use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third -Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Contract for Professional Services Page 10 of 11 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severabilitv. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I -XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. 13.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI URBAN ENGINEERING e qi`j� Mar 4, 2019 Jeff H. Edmonds, P.E. Date Jim L. Urban, P.E. Date Director of Engineering Services 2725 Swantner Drive Corpus Christi TX 78404 (361) 854 - 3101 Office jimu@urbaneng.com APPROVED Assistant City Attorney Date ATTEST City Secretary Date Fund Name Accounting Unit Account No. Activity No. Amount Water O&M 4010-31520-041 550950 18094A4010EXP $451,746.00 Total $451,746.00 Contract for Professional Services Page 11 of 11 LEURBAN ENGINEERING February 27, 2019 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 Job No.: 33760.68.00 TRANSMITTED VIA EMAIL Subject: Fee Amendment Proposal for City -Wide Water Distribution System - ID/IQ #E18094A Dear Jeff: In response to a request from City staff, we are proposing the following amendment to the scope of work for the City -Wide Water Distribution System IDIQ E18094A. The amended scope includes preparation of bidding documents for a new Water IDIQ contract, as well as delivery order preparation and topographical surveying tasks under the current contract with the City's water IDIQ contractor. The amended scope also includes additional services for undefined NE services related to the Water IDIQ program. To assist the City with these tasks we propose to provide engineering services as outlined below. I. SCOPE OF SERVICES: IDIQ BIDDING and DELIVERY ORDER PREPARATION A. Basic Services 1. Design Phase Services a. Attend (1) one kickoff meeting NOT REQUIRED PER COCC b. Provide Project Management services to ensure that the project deliverables provided meet the stakeholders requirements Indefinite Delivery Indefinite Quantity (IDIQ) Procurement project. NOT REQUIRED PER COCC d. A/E will update the current unit -price matrix to include water system repair and replacement items (water mains, valves, water services, hydrants, meters, etc.). This matrix will also include ancillary items such as fence removal and replacement, seeding sodding, pavement repair, sidewalk repair, curb and gutter repair, traffic control, etc. (361)854-3101 2725 SWANTNER DRIVE CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE Firm #145 TBPLS Firm #10032400 FAX (361) 854-6001 EXHIBIT A Page 1 of 5 c. NE will update the bid item matrix. NOT REQUIRED PER COCC f. Attend (2) two meetings to review the unit price matrix NOT REQUIRED PER COCC and will define the documents required, provide suggestions on the type of information recommended, and offer examples of plan sheets, photos, and cost estimates. NOT REQUIRED PER COCC various senstruction applications that can be reasonably anticipated. If site specific traffic control plans are deemed necessary then the fee to prepare the plans will be negotiated with the City at the time. The City Traffic Engineering Department will have final authority on the appropriate traffic control set-ups for each delivery order site. NOT REQUIRED PER COCC i. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the pre -final, and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. j. NE will update the construction contract documents (plans and specifications) for City -Wide Water Distribution System Indefinite Delivery Indefinite Quantity (IDIQ) Procurement project. These plans and specifications will follow the same format that was developed for the current City Wide Water Distribution System Repair and Replacement 2017 IDIQ Procurement (City Project E16294) project. k. Submissions: Prepare one (1) set of 90% and one (1) set of 100% Contract and Bid Documents in City format (using City Standards as applicable), including Contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. Both packages will also be provided electronically in PDF and CAD formats. Said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. ii. Following the City's review of the 90% submittal package, Engineer will assimilate all review comments and make the appropriate modifications and additions/deletions to the 100% bid package. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. iii. Attend (1) one 90% complete design meeting to review the contract and bidding documents. Attend (1) one 100% complete design meeting to review the contract and bidding documents. NOT REQUIRED PER COCC 2. Bid Phase Services A/E will provide the following bid phase services: a. Attend Pre -Bid Meeting b. Attend Bid Opening c. Review and prepare responses to RFI's d. Prepare addenda as needed for the project execution e. Prepare a bid evaluation and provide a written recommendation to the City Page 2 of 5 EXHIBIT A Page 2 of 5 3. Construction Phase Services The A/E will perform contract administration to include the following: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Remaining construction services will be conducted under the Delivery Order Preparation task, as described below. B. Additional Services 1. Delivery Order Preparation Services a. A/E will perform site visits, review inspection reports, repair reports and meet with City to identify water distribution system issues and the possible construction/rehabilitation options. b. A/E will submit a "draft" version of each non -emergency delivery order for the City's review and comment prior to issuing the final delivery order. c. Delivery orders will include a short narrative of the expected work for each site, a site exhibit depicting work location, quantities, construction and rehabilitation methods, a utility base map identifying all known utilities in the area, an engineers estimate, and any other reference material that may aid the Contractor during construction including inspection reports, City work orders, old plans, etc. d. Review field and laboratory tests. e. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. f. Make periodic visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. g. Prepare draft change orders as authorized by the City (coordinate with the City's construction division and PM). h. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. 2. Topographic Surveying Services a. Topographic surveys will be required on some delivery orders where horizontal and/or vertical control is critical for the design and construction of the proposed improvements and to avoid potential conflicts or to confirm to proposed slopes, etc. b. The Topographic Survey allowance is based on two (2) 8 -hr days of (2 -man) field crew work and office time per site and has been estimated for approximately four (4) small sites or two (2) larger sites. 3. Other Additional Services Other required NE task related to Water IDIQ, including but not limited to: additional topographic survey, design phase services, bid phase services, construction phase services, warranty phase, construction administrative support and preparation of delivery Page 3 of 5 EXHIBIT A Page 3 of 5 orders. These additional tasks will require a Task Order that will be negotiated individually, either on T&M or Lump -Sum basis. II. SCHEDULE: A/E proposes to complete the construction bid documents as described under basic services above within sixty (60) days of receiving the notice to proceed, The schedule Delivery Order preparation services listed below will be determined based on the City's needs under the IDIQ construction contract. III. FEE: For services authorized by the Director of Engineering Services, the City will pay the NE a not - to -exceed fee as per the table below. Summary of Fees Original Contract Amend. No.1 Contract Total A. Basic Services Fees 1. Design Phase $23,453 $23,453 2. Bid Phase $8,880 $8,880 3. Construction Phase $8,340 $8,340 Subtotal Basic Services $40,673 $40,673 B. Additional Services Fees 1. Delivery Order Preparation (1) $242,250 $302,813 $545,063 2. Topographic Surveying $20,250 $20,250 $40,500 3. Other Additional Services (2) $88,010 $88,010 $176,020 Subtotal Additional Services $350,510 $411,073 $761,583 Total Fee $350,510 $451,746 $802,256 Notes: 1.) The delivery order fee will be determined and billed, at rates shown in the Compensation Table below, as the final delivery orders are issued to the Contractor. 2.) If the City requires additional services under this contract the tasks will require a Task Order that will be negotiated individually, either on T&M or Lump -Sum basis. The following compensation table will be used to determine the Delivery Order fee; COMPENSATION TABLE Construction Cost of Delivery Order A/E Fee $0 to $30,000 $30,000 to $100,000 $100,000 to $150,000 $150,000 to $250,000 $250,000 to $350,000 Over $350,000 $3,750 (Flat Rate) 10.0% 6.25% 5.5% 5.0% 4.75% Example: If the delivery order is estimated to be $425,000 then the fee for preparation of the delivery order would be as follows: Page 4 of 5 EXHIBIT A Page 4 of 5 Fee = $425,000 x 4.75% = $20,190 The proposed fee of $302,813 (see Summary of Fees table above) will cover delivery orders with a total construction budget of approximately $6,375,000. If the above is acceptable, please prepare an AE Contract for signatures. Should you have any questions please let me know. Sincerely, URBAN ENGINEERING WU1A \Ujh J. Douglas McMullan, P.E. JDM/ Enclosures xc: Sandra L. Gomez, P.E. Engineer IV, Engineering Services Page 5 of 5 EXHIBIT A Page 5 of 5 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- 0 E9 E9 0 0 EA 0 69 00000 0 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f- O� O� N- (D f• --N 0) M Lf) 000009 $1,000.00 L() 4. 0 TBD 69- TBD 09 E9 $1,120.00 09- 09 E9 0 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O O $0.00 O TBD TBD TBD $0.00 O $0.00 O O O O O O O O O O O 00 ft O 09 0 E9 0 E9 E9 0 0 EA 0 69 00000 0 ti o O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 o 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- r 69 o r 09 r 09 E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O O O O 0 0 0 TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 ti o r` 69- 69- LC) O LC) EA 09- N N LC) N r - N O N CD(D N C0 00 r r EA r 09 r 69 r 09 r 09 N 69 000009 $1,000.00 O $1,120.00 O TBD TBD TBD O O $1,120.00 O 0 0 0 0 O O o O O Ef} O Ef} Ef} Ef} Ef} N O N 0r r 09- r 09 0 r ua r N to 0o o O 00.005$ $2,500.00 o O 0 o TBD TBD TBD O o $2,000.00 0 0 0 0 tn 0 0 0 OO r N O (0 O N O N O C0 O Ef} Ef} 09 09 69 09 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit B Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/hr) Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 1 Rev 04/17 and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.4 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of 2 Rev 04/ 17 coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 04/ 17 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1— Definitions and Terminology 2 Article 2 — Preliminary Matters 8 Article 3 — Contract Documents: Intent, Requirements, Reuse 8 Article 4 — Commencement and Progress of the Work 9 Article 5 —Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions 9 Article 6 — Bonds and Insurance 10 Article 7 — Contractor's Responsibilities 10 Article 8 — Other Work at the Site 10 Article 9 — Owner's and OPT's Responsibilities 10 Article 10 — OAR's and Designer's Status During Construction 11 Article 11— Amending the Contract Documents; Changes in the Work 13 Article 12 — Change Management 13 Article 13 — Claims 14 Article 14 — Prevailing Wage Rate Requirements 16 Article 15 — Cost of the Work; Allowances; Unit Price Work 16 Article 16 — Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 16 Article 17 — Payments to Contractor; Set -Offs; Completion; Correction Period 16 Article 18 — Suspension of Work and Termination 16 Article 19 — Project Management 16 Article 20 — Project Coordination 16 Article 21— Quality Management 17 Article 22 — Final Resolution of Disputes 17 Article 23 — Minority/MBE/DBE Participation Policy 17 Article 24 — Document Management 17 Article 25 — Shop Drawings 17 Article 26 — Record Data 20 Article 27 — Construction Progress Schedule 21 Article 28 — Video and Photographic documentation 21 Article 29 — Execution and Closeout 21 Article 30 — Miscellaneous 22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 1 of 22 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 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. 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 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; 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 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. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 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. 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, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 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. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 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 ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent 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. 3.02 Reference Standards 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 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. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents 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. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 5.05 Underground Facilities 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; 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. ARTICLE 6 — BONDS AND INSURANCE ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES ARTICLE 8 — OTHER WORK AT THE SITE 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 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 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. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 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 labor by classification; 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 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 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. ARTICLE 13 — CLAIMS 13.01 Claims 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 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. 1. 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 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION ARTICLE 19 — PROJECT MANAGEMENT ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 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. 20.04 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 ARTICLE 21— QUALITY MANAGEMENT ARTICLE 22 — FINAL RESOLUTION OF DISPUTES ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 — DOCUMENT MANAGEMENT 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. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 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. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 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. 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.B 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. ARTICLE 26 — RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 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. 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 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 ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 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. 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 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 S. 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. ARTICLE 30 — MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 rr�rr� City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Urban Engineering P. O. BOX: STREET ADDRESS: 2725 Swantner CITY: Corpus Christi, TX. ZIP: 78404 - 2832 FIRM IS: 1. Corporation 4. Association 2. Partnership 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Depai tinent (if known) N/A N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: James L. Urban. P. E. (Type or Print) Signature of Certifying Person: Title: Authorized Representative Date: 01-23-2019 DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER CHANGE ORDER NO: 1 PROJECT: City -Wide Water Distribution System Repair & Replacement IDIQ 2018 (Ren. 1, Yr.2)(Parent: E16294) CONTRACTOR: CPC Interests, LLC. dba Clark Pipeline Services, LLC. ENGINEER: Urban Engineering CHANGE ORDER DATE: 2/1/2019 PROJECT NUMBER: 18094A ORIGINAL CONTRACT TIME: 365 CD's Make the following additions, modifications or deletions to the work described in the Contract Documents: ADDITIONS 1 Increased Contract Capacity for immediate water line improvements by subsequest DO's 2 Additional calendar days for subsequent DO's being added to Contract Additional Calendar Days requested 180 Quantity Unit Unit Price 25% LS 5 5,100,000.00 S 180 DAYS 5 - S Additions Total: 5 Total 1,275,000.00 1,275,000.00 NET TOTAL OF TIUS CHANGE ORDER: S 1,275,000.00 Why was this Change necessary? 1. This Change Order is required to implement critical water line improvements above the current contract limits. This change order increases the total contract value from 55,100,000 to 56,375,000 (25% of the contract value). The additional work was programmed for the next fiscal cycle and Water IDIQ project and must be accelerated to meet current capacity and system pressure requirements. 2. Additional time is necessary to add onto the current calendar day contract to accommodate the future delivery orders that will be added with these change order funds. Approximately 6 months have been estimated to cover upcoming scope or work. The compensation agreed upon in this Change Order is full, complete and final payment for all costs the Contractor may incur as a result of or relating to this change whether said costs arc known, unknown, foreseen or unforseen at this time, including without limitation, any cost for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of this Change Order. Original Contract Amount Previously Approved Change Order Amount Proposed Change Order Amount Revised Contract Amount Percent of Total Change Orders (including this CO) Original Contract Time for Substantial Completion Notice to Proceed Date Original Substantial Completion Date Previously Approved Change Order Time Additional Time on This Change Order Revised Contract Time for Substantial Completion Revised Substantial Completion Date $ 5,100,000.00 S 1,275,000.00 6,375,000.00 25.00% 365 CD's 7/10/2018 7/10/2019 0 CD's 180 CD's 545 CD's 1/6/2020 REVIEWED BY: Urban Engineering REQUESTED BY: CPC Interests, LLC. dba Clark Pipeline Services, LLC. n/a Engineer Date Christopher Clark President Date RECOMMENDED BY: writ i Kent ' ower, P.E. Act: c Construction Engineer RECOMMENDED BY: RECOMMENDED BY: RECOMMENDED BY: CITY OF CORPUS CHRISTI Date Jeffrey Edmonds, P.E. APPROVED BY: FUND: 4098-041 ACCOUNT: 550910 ACTIVITY: 18094 -A -4098 -EXP Date Valerie H. Gray, P.E. Date Director of Engineering Services Executive Director of Public Works Eddie Houlihan, Director Management and Budget Date Janet Whitehead City Attomey Date APPROVED BY: APPROVED BY: Mark Van Vleck, P.E. Assistant City Manager Date Keith Selman Interim City Manager Date AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: TO: March 4, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P.E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Dan Grimsbo, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 Master Services Agreement Citywide Large -Size Water Line Assessment and Repairs (Capital Improvement Program) CAPTION: Motion to authorize execution of a Master Services Agreement (MSA) for professional services with Lockwood, Andrews & Newnam, Inc. (LAN) of Corpus Christi, Texas for a period of one (1) year in the amount of $300,000 with two (2) optional 1 -year renewals for a total contract cost of $900,000 for the Citywide Large -Size Water Line Assessment and Repairs project. PURPOSE: This MSA provides engineering services to develop a strategic plan of action for implementation of short and long-term improvements to existing large diameter (over 16 -inches) water transmission lines throughout the City. BACKGROUND AND FINDINGS: There are approximately 1,700 miles of water lines throughout the City with approximately 150 miles that are defined as large diameter transmission lines. Prior to the 1980's, common pipeline materials were ferrous materials subject to corrosion such as Cast -Iron Pipe (CIP), Ductile Iron Pipe (DIP), Concrete Steel Cylinder Pressure Pipe (CSCP), and steel. Many of these lines are approaching the end of their respective design lives and lack adequate cathodic protection systems. In the 1980's, Polyvinyl Chloride (PVC) pipe and other "plastic pipe" materials were Project No: 18154A 1 SG/CJ Legistar No.: 19-0341 Rev. 0 — 2/25/2019 introduced and are still widely used today for water and wastewater lines. The PVC provides equivalent strengths, operational performance, better resistance to corrosion and chemicals, reduced maintenance requirements, and typically has a longer service life. This project addresses the aging network by evaluation and analysis of existing lines to develop a prioritization matrix to determine an overall short and long-term improvement plan based on cost effectiveness and risks. The risk analysis would include consideration for probability of failure, consequence and cost of such failure. Considerations would include key aspects such as number of customers impacted, proximity to hospital, critical and large users, road type, complexity of repair/replacement, system redundancy and other critical factors developed into a matrix for future infrastructure projects and maintenance activities. The contract is proposed with a 3 -year term for one base year plus two optional renewals at $300,000 annually and total value of $900,000. The optional renewals will be administratively authorized by the City Manager, or designee. The assessment provides for collection of the following attributes and data: • Physical attributes — age, size, material, linings, coatings, etc. • Condition attributes — pipe condition, joints, valves, etc. • Environmental attributes — soil type, condition, groundwater and corrosive qualities. • Operational/performance data — pressure, flows, maintenance history, breaks, leaks, etc. The assessment and engineering also include: • Review of existing documentation; record drawings, maintenance and repair records • Physical investigations/inspection of surface and subsurface conditions • Testing to verify integrity of joint and pipeline • Cathodic protection system inspection and corrosion survey (External Corrosion Direct Assessment) • Investigations to witness excavation pipeline inspection (external and internal) • Additional non-destructive inspection techniques to evaluate potential leakage for lines that cannot be taken out of service or are not able to be physically entered • Provide a report with findings and recommendations • Design repair, replacement and/or other rehab details for leaking or damaged pipe segments • Design replacement or new sacrificial anode or impressed current cathodic protection systems ALTERNATIVES: 1. Authorize execution of Master Services Agreement. (Recommended) 2. Do not authorize execution of Master Services Agreement. (Not Recommended) OTHER CONSIDERATIONS: LAN was selected for this project under RFQ 2018-01. CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2019 Capital Improvement Program (CIP) Budget. Project No: 18154A 2 SG/CJ Legistar No.: 19-0341 Rev. 0 — 2/25/2019 EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Water Utilities Department FINANCIAL IMPACT: ❑ Ooeratina ❑ Revenue X Caaital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 500,000 3,500,000 4,000,000 Encumbered / Expended Amount This item 300,000 600,000 900,000 Future Anticipated Expenditures This Project 20,000 3,080,000 3,100,000 BALANCE 180,000 -180,000 0 Fund(s): Water CIP RECOMMENDATION: Staff recommends awarding the Master Service Agreement to LAN of Corpus Christi, Texas. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Agreement Project No: 18154A 3 SG/CJ Legistar No.: 19-0341 Rev. 0 — 2/25/2019 PROJECT BUDGET ESTIMATE Citywide Large -Size Water Lines Assessment and Repairs (Capital Improvement Program) PROJECT FUNDS AVAILABLE: Water Fund 4,000,000 TOTAL FUNDS AVAILABLE 4,000,000 FUNDS REQUIRED: Construction Fees. 2,750,000 Construction (ESTIMATE) 2,500,000 Contingency (10%) 250,000 Construction Inspection and Testing Fees. 155,000 Construction Inspection 120,000 Construction Phase - Materials Testing Services 35,000 Design and Geotechnical Fees. 900,000 Engineer (Lockwood, Andrews and Newnam, Inc.) THIS ITEM 900,000 Reimbursements 195,000 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 80,000 Engineering Services (Project Mgt) 114,000 Misc. (Printing, Advertising, etc.) 1,000 TOTAL 4,000,000 ESTIMATED PROJECT BUDGET BALANCE SCALE: N.T.S. CITYWIDE PROJECT NUECES BAY CORPUS CHRISM RAY AIM NERSITY CIIRISII LOCATION MAP NOT TO SCALE GULF OF EXICO Project Number: 18154A Citywide Large -Size Water Line Assessment and Repairs CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Corpus Chr sti Engineering Citywide Large -Size Water Lines Assessment and Repairs Council Presentation March 19, 2019 Project Location Corpus Chr sti Engineering Citywide Large -Size Water Line Assessment and Repairs SCALE: N.T.S. Project Vicinity Corpus Chr'sti Engineering Citywide Large -Size Water Line Assessment and Repairs i • • fs.p4_ f � • lor, M f . Project Scope Corpus Chr sti Engineering This MSA provides engineering services to perform condition assessments to develop short-term and long-term improvements to existing large diameter (over 16 -inches) water transmission lines as follows: ➢ Review of existing documentation; record drawings, maintenance and repair records ➢ Physical investigations/inspection of surface and subsurface conditions ➢ Testing to verify integrity of joint and pipeline ➢ Cathodic protection system inspection and corrosion survey (External Corrosion Direct Assessment) ➢ Investigations to witness excavation pipeline inspection (external and internal) ➢ Additional non-destructive inspection techniques to evaluate potential leakage for lines that cannot be taken out of service or are not able to by physically entered ➢ Provide a report with findings and recommendations ➢ Design repair, replacement and/or other rehab details for leaking or damaged pipe segments ➢ Design replacement of new sacrificial anode or impressed current cathodic protection systems Project Schedule Corpus Chr sti Engineering 2019 2020 2021 '22 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 w Engineering Support and Design Projected schedule reflects City Council award of MSA in March 2019 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 18154A - Citywide Large -Size Water Line Assessment & Repairs The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Lockwood, Andrews & Newnam, Inc, 500 N. Shoreline, Suite 905, Corpus Christi, Nueces County, Texas 78401(Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER 2 ARTICLE II COMPENSATION 3 ARTICLE III QUALITY CONTROL PLAN 4 ARTICLE IV INSURANCE REQUIREMENTS 4 ARTICLE V INDEMNIFICATION 4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5 ARTICLE VII TERMINATION OF AGREEMENT 5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT 6 ARTICLE IX OWNER REMEDIES 6 ARTICLE X CONSULTANT REMEDIES 7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION 7 ARTICLE XII MISCELLANEOUS PROVISIONS 9 EXHIBITS Master Services Agreement Page 1 of 11 ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order as shown in Exhibit A shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.9.2 Utilities that should be identified include, but are not limited to, City -owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Master Services Agreement Page 2 of 11 ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $300,000.00. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not -to -exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order, and for all expenses incurred in performing these services. 2.3 Consultant shall submit a proposal to the City, which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule with their proposal. The rate schedule shall remain confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. 2.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices in compliance with the Texas Prompt Payment Act. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: 2.7 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. Master Services Agreement Page 3of11 DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $300,000.00 Task 1 — TBD TBD Task 2 — TBD TBD Task 3 — TBD TBD Task 4 — TBD TBD Task 5 — TBD TBD Task 6 — TBD TBD 2.7 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. Master Services Agreement Page 3of11 2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III — QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost (OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV — INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Master Services Agreement Page 4 of 11 Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two one-year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. Master Services Agreement Page 5 of 11 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessaryto City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX — OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; Master Services Agreement Page 6 of 11 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. 9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when other remedies are not available or offered for design deficiencies discovered during and after Project construction. 9.3 When the City incurs non -value added work costs for change orders due to design errors or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non -value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X — CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. Master Services Agreement Page 7 of 11 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution (ADR) process set forth herein, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of any other ADR process. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.4 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO Master Services Agreement Page 8 of 11 WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form Master Services Agreement Page 9 of 11 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. 12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government!city-secretary/conflict-disclosure/index 12.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli - controlled territory, but does not include an action made for ordinary business purposes. 12.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 12.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. 12.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI LOCKWOOD, ANDREWS & NEWNAM, INC. Jeff H. Edmonds, P.E. Date Stev-`n A. Gilbreath, P.E. Director of Engineering Services Associate 500 N. Shoreline, Suite 905 Corpus Christi, TX 78401 (361) 882-2257 smharris@Ian-inc.com 1�3 °( Date Master Services Agreement Page 10 of 11 APPROVED Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Fund Name Accounting Unit Account No. Activity No. Amount Water 2019 CIP 4098-041 550950 18154 -A -4098 -EXP $300,000.00 Total $300,000.00 Master Services Agreement Page 11 of 11 EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2019 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI LOCKWOOD, ANDREWS & NEWNAM, INC. Jeff H. Edmonds, P.E. Date Steven A. Gilbreath, P.E. Interim City Manager Associate 500 N. Shoreline, Suite 905 Corpus Christi, TX 78401 (361) 882-2257 smharris@lan-inc.com Date EXHIBIT A SAMPLE TASK ORDER PAGE 1 OF 1 �n December 28, 2018 Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO BOX 9277 Corpus Christi, Texas 78469-9277 Lockwood, Andrews & Newnam, Inc. A LEO A DALY COMPANY Re: Proposal for a Master Services Agreement (Citywide Large -Size Water Line Assessment & Repairs) Dear Mr. Edmonds, This proposal is for a Master Services Agreement (MSA) is a response to CIP Project Title: Citywide Large -Size Water Line Assessment and Repairs. It provides a representative scope of professional services which will be used to develop specific Task Authorizations. This MSA allows Lockwood, Andrews & Newnam Inc. to assist the City Staff in addressing ongoing and impending large diameter water line infrastructure repairs throughout the City. The Tasks under this MSA will be included in subsequent Task Orders but are generally outlined in Exhibit B (attached). The engineer shall not perform any task or incur project cost without an approved Task Authorization. Task Authorization proposals shall be developed by the Engineer at the request of the City on as -needed basis. These task authorizations may vary considerably in size and scope. The Engineer will be responsible for preparing a detailed scope and anticipated fee estimate for each Task Authorization. Each Task Authorization will be negotiated individually on a Time and Materials (T&M) or lump sum basis. This project is intended to be a base 1 -yr contract of $300,000 with two (2) optional 1 -yr renewals of $300,000 pe year. All Task Authorization and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. Please feel free to contact me at 361-792-7225 or by email at smharris@Ian-inc.com if you have any additional questions. Scott Harris, PE Associate, Regional Manager Attachments: Exhibit B — Scope of Professional Services Cc: Sandra L. Gomez, P.E., Engineer IV 500 N. Shoreline Blvd. Ste. 500 • Corpus Christi, Texas 78401 • 361.882.2257 • www.lan-inc.com EXHIBIT A Page 1 of 10 EXHIBIT B CONSULTANT PROPOSAL Scope of Professional Services Citywide Large -Size Water Line Assessment & Repairs This proposal for the Master Services Agreement (MSA) is a response to CIP Project Title: Citywide Large - Size Water Line Assessment and Repairs. It provides a representative scope of professional services which will be used to develop specific Task Authorizations. This MSA allows the Engineer to assist the City Staff in performing condition assessments to identify potential problems, recommend strategies and priorities, and assist with addressing ongoing and impending large diameter water line infrastructure repairs throughout the City. Situation: According to the City of Corpus Christi's Capital Improvements Program, the majority of the City's large diameter transmission waterlines have been in service for decades, many of which have exceeded or are approaching their anticipated service life. Most of these waterlines are made of highly corrosive metallic materials such as CIP, DIP, CSCP and steel. In some cases, these lines were installed with cathodic protection systems to help minimize corrosion and in some cases, they weren't. This project will assess the physical condition, both external and internal, of transmission mains, associated cathodic protection systems, soil conditions, ground cover, adjacent pipelines and facilities, and other existing conditions that may negatively affect the transmission mains, and will ensure reliable delivery of drinking water for years to come by recommending and designing appropriate and economical repair solutions. Scope of Services: Under this Master Services Agreement (MSA), Lockwood, Andrews & Newnam, Inc. (Engineer) is to perform condition assessment investigations of existing large diameter transmission water lines (WL). This Scope of Services describes the engineering services to be undertaken to perform evaluations of the structural integrity of the lines. The total Condition Assessment effort is dependent on the condition of the pipe encountered in the field, available record drawings, and the end goal of the effort. As such, all the effort which will be required to assess and recommend rehabilitation or replacement cannot be specifically identified at this time. There are limited and very specialized tools in the marketplace for assessment of large diameter water lines, and most industry experience has focused on prestressed concrete cylinder pipe (PCCP); therefore, assessment of metallic pipe can be a challenge. LAN recognizes the risk associated with a potentially damaged pipe and will maintain an accelerated schedule as well as the need to minimize shut down of the lines. As a result, the LAN team will evaluate EXHIBIT A Page 2 of 10 the condition of the lines in a phased approach and focus the effort on tools and techniques that will be non-destructive, non-invasive and provide quick results. LAN can also assist with transient (surge) hydraulic modeling to determine impacts on the entire transmission system when select segments are temporarily taken out of service or pressures temporarily reduced for repairs. LAN can also assist with hydraulic modeling of the entire system to determine unacceptable changes in the water pressures due to current and future demands on the system and correlate the age, type of pipe material and leak history to help develop a master plan for repair/replacement, new//larger transmission lines, and possible pressure reducing stations due to both condition issues and increased demands on the system. Our team will provide recommendations each step of the way, based on the information gathered and our experience. Each step will produce higher confidence results to pinpoint problem areas, if they exist. The major factors in selecting assessment tools and methods are: A. Focusing on the failure mechanism in question LAN will focus the assessment methods on those that will help identify the most likely causes of failure on the line. Specialty testing is a valuable resource but due to its cost, will be recommended sparingly, particularly when the waterline can't be taken out of service for assessment, and only if the results may help diagnose a problem that can be treated to minimize the risk of a failure. B. The ability to access and isolate the line Once record drawings and/or field reconnaissance is completed, we will evaluate the available features on the pipe for inserting tools and making electrical contact to the pipe. Both are critical to be able to choose the correct technologies. For the field work, LAN will require access to pipe facilities with the help of the City (or a contractor hired directly by the City). The City would be responsible for efforts such as traffic control, opening and dewatering manholes, excavation, pipe dewatering, confined space entry support, opening/closing valves, restoration, etc. **LAN understands that assistance from the City of Corpus Christi Maintenance of Lines personnel will depend on real conditions and availability of working crews.** Depending on the ability to access the pipe, certain portions of this scope may be limited. When necessary, LAN will design new access points that will be installed by the City or Contractor hired by the City. The Tasks below provide a general description of the anticipated work under this MSA that would be included in subsequent Task Orders: EXHIBIT A Page 3 of 10 A. Basic Services: Task 1- Desktop Investigations (Indirect Assessments) Activity 1.1- Review Existing Data and Reports Under this Activity, the Engineer shall perform a review of existing documentation of the existing lines. This review is to include documentation such as record drawings and available maintenance and repair records (including photos of past repairs, and construction photos when the pipe was originally installed) to be provided by the City, and interviews with City personnel experienced with operation and maintenance of the lines. As part of this effort, the Engineer shall attempt to investigate private and public utility construction activities in the vicinity of the lines since their installation. The activity will include reviewing City and private utility record drawings and City Street -Cut permits issued for project constructed in the area. Activity 1.2 - Review changes since installation LAN will review available records, such as historical aerial photos and available record drawings to identify changes to the surrounding area that could impact the long-term performance of the water lines. Under this task, LAN can also review original pipe design parameters (if available) and compare to current operating parameters. Task 2- Field Investigations (Indirect Assessments) Activity 2.1— Field Confirmation of Pipe/Structure Location LAN staff will walk the project alignments with City staff to field confirm structure location and pipe location to the extend visible. This step will assist with planning for field work, such as corrosion surveys and internal pipe observations. The information gathered under Task 1 will be compiled into a drawing or GIS exhibit for use in discussions and planning for the following Tasks. Activity 2.2 — Continuity Testing We understand that many of the City's water lines may have been originally constructed with a Cathodic Protection (CP) system, likely consisting of sacrificial anodes. CP Systems are critical for the protection of the metallic waterlines and can be repaired or added. The waterline's pipe joints must be properly bonded to provide electrical continuity for the CP system to protect the entire water line. LAN will perform continuity testing to verify the integrity of joint bonding along each line segment. EXHIBIT A Page 4 of 10 For this work, it is necessary to make electrical contact to the pipe at multiple locations along the alignment (test stations, flanges, etc.), therefore, the results will be dependent on accessibility to metallic portions of the pipe. If break(s) in continuity exist, we will attempt to narrow down the locations of where breaks in the joint bonding exist, and we will provide recommendations and details for adding internal or external bond clips at the pipe joints which will be dependent upon various factors such as type of pipe material and location of the waterline. For example, internal bond clips may be appropriate if the waterline is located under a major roadway or under a water crossing, while external bond clips may be more appropriate if the waterline can't be taken out of service to install internal clips. Activity 2.3 — Corrosion Survey When there is concern regarding the condition of underground piping due to possible corrosion, a process known as External Corrosion Direct Assessment (ECDA) is utilized to identify, locate, and assess the severity of existing external corrosion and the likelihood of near term failures. The ECDA is performed in two phases. Phase 1— Indirect Assessment. This phase utilizes various ground surface techniques to identify the corrosiveness of the soils and locate active corrosion cells. This assessment identifies the relative corrosivity of the soils along the pipeline and provides locations (indications) where active corrosion cells are expected to be found. The indications may give a sense of the relative severity of the various corrosion cells, but they cannot be translated into actual area or depth of corrosion. In some cases, this level of condition knowledge is adequate for the client's planning purposes. Phase 2 — Direct Assessment. The Indirect Assessment determines a more detailed assessment is required, then the study proceeds to the Direct Assessment phase. Here, several of the indications are selected for further study. The number of locations selected depends on the length of pipeline, variability of the soils, and variability of the indications. The selected indications are excavated, and the pipe is examined for corrosion. The results of these examinations are then applied to the complete Indirect Assessment to arrive at a detailed assessment of the entire pipeline. The ECDA begins by dividing the subject pipeline into sections based on similarity of conditions, including soils, terrain, pipe construction, and other underground facilities; the number of sections may be one or many. For each section, assessment tools are selected appropriate to the conditions of that section; if possible, at least three tools are selected for each section. The selected surveys are then performed on each section. The results from all the tools used are compiled for each section and justified as to location. Indications are noted, and a grade assigned based on the totality of the tool results. EXHIBIT A Page 5 of 10 If a direct examination is to be performed indications are selected for excavation. Normally, at least three indications should be selected; one severe, one moderate, and one control (a location with no indications). The more indications that are selected for examination, the more precise the evaluation will be. After the Direct Examination the results are applied to the remainder of the indications based on assigned severity and interpolated for indications between the examined severities. Based on these results, a report is prepared giving an overall assessment of the pipeline condition and identifying any anticipated imminent failures. Requirements/Items Needed for Continuity Testing and Corrosion Survey: • Metallic connection to pipet o Through existing cathodic protection test stations o Through existing wire that is CAD welded to pipe or appurtenance o Through existing copper rod connected to manhole • An electrically continuous pipeline is required for a successful close interval survey Note 1—The City of Corpus Christi (or designated contractor) will provide labor, equipment, materials, and other resources necessary to locate, expose, and safely access the metallic connection to the pipe. **LAN understands that assistance from the City of Corpus Christi Maintenance of Lines personnel will depend on real conditions and availability of working crews.** Brief Description of Soil Surveying and Testing: Continuity Testing - Continuity will be tested along the alignment to determine if the water line is continuous'. This will be done by a fixed cell to moving ground test or 4 -wire line current test, results can be compared to the continuity determined by the close interval survey. Note 2 — Water lines will only be tested to determine if there is continuity from one side to the other at water crossings, but no further testing will be performed to determine the limits of discontinuity within water crossings. Cathodic Protection Testing • Close Interval Survey (CIS) - Close interval surveys involve taking potential measurements, on a regular interval, above the pipeline. These potentials assist with locating potential areas of stray current interference and can assist with assessing the current condition of the pipeline. CIS requires a direct connection to the pipeline. • Two -Cell Survey - Like a close interval survey, a two -cell survey takes potential measurements on a regular interval above the pipeline without a direct connection to the pipeline. o Over -the -Line Survey — Potential measurements follow the pipeline alignment. o Side -Drain Survey — Measurements are typically taken 25' left, near the centerline, and 25' right of the alignment to identify current flowing towards or away from the pipe. EXHIBIT A Page 6 of 10 Soil Resistivity Survey - Soil measurements are typically taken along the pipeline (every 150 feet) alignment to identify the potential that the soil has for corroding the pipe line. This effort will be limited to portions of the alignment which are accessible, are direct -buried in dry ground. This survey may not be feasible within portions located under water. Task 3 - Field Investigations (Direct Assessment Waterlines) After analyzing data from the indirect and direct field investigations above, locations of suspected external corrosion may be recommended for further field investigation and Direct Assessment. Activity 3.1 - Exterior Pipe Observations LAN will recommend locations of pipeline to expose the exterior of the pipe and will witness excavations'. Note 3 — The City of Corpus Christi (or designated contractor) will provide labor, equipment, materials, and other resources necessary to excavate and expose the pipeline and restore the site. **LAN understands that assistance from the City of Corpus Christi Maintenance of Lines personnel will depend on real conditions and availability of working crews.** LAN will perform observations of bedding, backfill, groundwater, and pipe coating conditions at each excavation. In addition, small areas of the pipe's external coating may be removed to permit LAN staff to perform ultrasonic thickness testing to measure the pipe wall thickness and identify the extent of any corrosion present. These locations may also be selected to install cathodic protection test stations for further testing. Activity 3.2 — Internal Manned Entry Assessments of Pipe Condition Under this Activity, the Engineer would perform manned entry assessments for the entire length that can be drained and safely accessed'. This assessment will require that the City not only take the water line that will be assessed out of service and drained but will also require that the City take the water line segments immediately upstream and downstream of the existing shut-off valves out of service for safety reasons'. The purpose of this assessment is to identify and document the existing conditions of the pipe interior. Visual inspections and photographic documentation shall be performed to identify integrity of the internal lining, areas of internal corrosion, pipe deflection. Note 4 - For safety reasons, manned entry shall not be performed for water line segments at water crossings, including the water line segments below ground on either side of the water line crossing. Note 5 - This type of assessment will also require access manways to enter the pipe and will require the City to remove blind flanges and other appurtenances to enter the pipe, and will require the City provide all labor, equipment, and other resources necessary for confined space entry, including locking- out/tagging-out all shut-off valves. New access manways would have to be installed by the City or a EXHIBIT A Page 7 of 10 separate contractor hired by the City if none or insufficient quantities exist. LAN can provide a separate proposal for additional services to design, recommend locations and provide details and specifications for new access manways. The City will be responsible for disinfecting the water line after the assessment, prior to putting the water line back into service. Due to the procedure for entering a confined space, the Engineer will be supported by City personnel or an outside contractor during entry. The City or contractor assistance will include operation of isolation valves, draining of the pipeline, manholes and other entry points, as well as disinfection and returning the line to service. In addition, the City or contractor will assist the Engineer with other appropriate confined space equipment necessary to comply with OSHA requirements. **LAN understands that assistance from the City of Corpus Christi Maintenance of Lines personnel will depend on real conditions and availability of working crews.** Activity 3.3 — Internal Remote Assessments For lines that cannot be taken out of service or are not able to be physically entered for safety reasons, a specialty testing firm may perform non-destructive inspection techniques to evaluate potential leakage and provide CCTV video of the pipe interior. Video taken within an active line has limited resolution, and limited ability to be controlled, however, it can be a useful tool to assist in determining the general integrity of the internal lining, and visually identify areas of corrosion and other features; such as service connections and valves. The following is a brief description of the two remote assessment technologies we recommend: • Sahara (by Pure Technologies) — CCTV/Leak Detection (tethered system) • Smart Ball (by Pure Technologies) — Leak Detection (untethered system) LAN will evaluate the existing access points and flow within the line to determine if these tools can be used without modifications to the lines. The length that can be inspected with CCTV video are limited by the length of cables (these are tethered devices), and the tools can only travel in the direction of flow. The actual length that can be evaluated with CCTV will depend on the number and angle of bends in the line, internal obstructions, such as butterfly valves, and flow velocity. Typically, this device can be expected to travel up to 4,000 LF. This tool generally requires a minimum 2 -inch outlet at the beginning of the limits to be tested, and travels in the direction of flow. Smart Ball is an untethered tool which can determine location and quantify size of leaks along the line. This tool generally requires a minimum 4 -inch outlet at the beginning and end of the limits to be tested, and travels in the direction of flow. EXHIBIT A Page 8 of 10 Note 6 - There are also other available tools known as electromagnetic testing (EMT) or Remote Field Eddy Current (RFEC) which can be used to assess a baseline level pipe wall loss due to corrosion. However, access for these tools requires a minimum 12 -inch outlet, and strict flow regulation, and therefore, it is not currently anticipated that these will be recommended. Activity 3.4 — Determine Pipe Interior Roughness Coefficient (C -Factor) LAN can determine the average pipe interior roughness coefficient (C -Factor) for each of the pipe segments. The roughness of the interior of the lines can be evaluated based on assessments made during the internal manned entry or based on CCTV video contingent upon performing Activity 3.2 or 3.3 noted above. Task 4 - Analysis and Recommendations In this Task, LAN will compile the data collected in the previous tasks, provide an evaluation of the pipe integrity and report our findings and recommendations in a Technical Memorandum. Activity 4.1— Design of Repairs LAN will design repair, replacement and/or other rehab details (ex., CIPP, carbon fiber liners, pipe burst, coating repairs, bond clips, etc.) for leaking or damaged pipe segments. Activity 4.2 — Cathodic Protection Design LAN will design replacement or new sacrificial anode or impressed current cathodic protection systems. B. Additional Services: LAN can also provide the following Additional Services under this MSA as needed: • Topographic Surveying • Material Testing • Transient (Surge) Analysis • Geotechnical Investigation • Environmental Investigation • Traffic Control • Design Services for New Access Manways and Other Pipeline Taps The engineer shall not perform any task or incur project cost without an approved Task Authorization. Task Authorization proposals shall be developed by the Engineer at the request of the City on as -needed basis. These task authorizations may vary considerably in size and scope. The Engineer will be responsible for preparing a detailed scope and anticipated fee estimate for each Task Authorization. EXHIBIT A Page 9 of 10 All services under this MSA will be defined in Task Authorizations. Each Task Authorization will be negotiated individually on a Time and Materials (T&M) or lump sum. Time and Material work shall be invoiced based on attached rate schedule. See Exhibit B-1 for Rate Schedule. This project is intended to be a base 1 -yr contract of $300,000 with two (2) optional 1 -yr renewals of $300,000/year. All Task Authorization and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. C. Schedule: The project is a base contract with two optional renewals, as needed and authorized at the City's discretion. All Task Authorizations will include an independent implementation schedule. D. Fees: Negotiated fees will be authorized through each task authorization detailing an associated scope of work and schedule. For services provided on a T&M basis, monthly invoices will be provided by the Engineer based on actual working hours at agreed upon hourly rates (see Exhibit B-1) and associated expenses. The Director of Engineering Services, or his designee, is responsible for approving Task Authorizations to the Engineer and approving invoiced hours. The Engineer is required to submit a detailed and approved man-hour breakdown with monthly invoices to Engineering Services for payment. For services provided on a lump sum basis, monthly invoices will be provided by the Engineer based on percent completion of the agreed up on services. The Director of Engineering Services, or his designee, is responsible for approving task authorizations and approving percent completion based on the anticipated fee and project schedule. The Engineer is required to submit monthly invoices to Engineering Services for payment. EXHIBIT A Page 10 of 10 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co 0 O 0 EA O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f— O� O� N- (D f• --N 0) M Lf) L() 4. 0 69- 09 E9 09- 09 E9 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O 0 O 0 EA O $0.00 O TBD TBD TBD $0.00 O O r` N C0 r 09 O $0.00 0 O 0r r 09- O O O O $1,120.00 O O TBD O O 00 ft O 09 0 E9 O O O N Ef} E9 E9 O O O (0 09 0 EA 0 69 00000 TBD TBD TBD O O O N 69 O OO O C0 09 O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 0 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- O E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O 0 69- O O 0 69- O O 0 LC) N O O 0 O O r O O 0 LC) N r EA 0 O 0 EA 0 O 0 09- 0 O N CD(D r 09 TBD TBD TBD O O ti N r 69 O O o LC) N r 09 O O r` N C0 r 09 O O r - 00 N 69 000009 0 Ef} 0 O 0r r 09- 0 Ef} 0 Ef} $1,000.00 O O Ef} $1,120.00 O O Ef} TBD TBD TBD O o N r 09 O O O 0 r ua $1,120.00 O O N r N to o O O OO r Ef} O O O N Ef} 00.005$ $2,500.00 O O O (0 09 O O O N 09 O O tn TBD TBD TBD O O O N 69 O OO O C0 09 $2,000.00 O 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit C Page 1 of 1 EXHIBIT C-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/hr) Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit C-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT D Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 1 Rev 04/17 and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.4 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of 2 Rev 04/ 17 coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 04/ 17 6211 SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Cavus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: L ()a )ooCi Ardreuus 4 A/eumarnt I hC P. 0. BOX: 5OO. Shore me.. STREET ADDRESS: Su i -1P 9_05_ FIRM IS: 1. Corporation 4. Association CITY: dor?us CAN(,S-1(84-10/ 2. Partnership 5. Other 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general ora substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: 5 e p \e \ )011,a \-V) (Type or Print) Signature of Certifying Person: Title: Vie_ Pce3; c�2 4/4-4" Date: 00? DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1— Definitions and Terminology 2 Article 2 — Preliminary Matters 8 Article 3 — Contract Documents: Intent, Requirements, Reuse 8 Article 4 — Commencement and Progress of the Work 9 Article 5 —Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions 9 Article 6 — Bonds and Insurance 10 Article 7 — Contractor's Responsibilities 10 Article 8 — Other Work at the Site 10 Article 9 — Owner's and OPT's Responsibilities 10 Article 10 — OAR's and Designer's Status During Construction 11 Article 11— Amending the Contract Documents; Changes in the Work 13 Article 12 — Change Management 13 Article 13 — Claims 14 Article 14 — Prevailing Wage Rate Requirements 16 Article 15 — Cost of the Work; Allowances; Unit Price Work 16 Article 16 — Tests and Inspections; Correction, Removal, or Acceptance of Defective Work 16 Article 17 — Payments to Contractor; Set -Offs; Completion; Correction Period 16 Article 18 — Suspension of Work and Termination 16 Article 19 — Project Management 16 Article 20 — Project Coordination 16 Article 21— Quality Management 17 Article 22 — Final Resolution of Disputes 17 Article 23 — Minority/MBE/DBE Participation Policy 17 Article 24 — Document Management 17 Article 25 — Shop Drawings 17 Article 26 — Record Data 20 Article 27 — Construction Progress Schedule 21 Article 28 — Video and Photographic documentation 21 Article 29 — Execution and Closeout 21 Article 30 — Miscellaneous 22 EXHIBIT F Page 1 of 22 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; EXHIBIT F Page 2 of 22 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. 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; EXHIBIT F Page 3 of 22 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; 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. EXHIBIT F Page 4 of 22 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. 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. EXHIBIT F Page 5 of 22 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. 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, EXHIBIT F Page 6 of 22 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. 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. EXHIBIT F Page 7 of 22 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 ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent 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. 3.02 Reference Standards 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. EXHIBIT F Page 8 of 22 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. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents 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. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions 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. EXHIBIT F Page 9 of 22 5.05 Underground Facilities 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; 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. ARTICLE 6 — BONDS AND INSURANCE ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES ARTICLE 8 — OTHER WORK AT THE SITE 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 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. EXHIBIT F Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 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. EXHIBIT F Page 11 of 22 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. 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. EXHIBIT F Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 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 labor by classification; 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 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 EXHIBIT F Page 13 of 22 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. ARTICLE 13 — CLAIMS 13.01 Claims 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. EXHIBIT F Page 14 of 22 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. 1. 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 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. EXHIBIT F Page 15 of 22 ARTICLE 14 — PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 — SUSPENSION OF WORK AND TERMINATION ARTICLE 19 — PROJECT MANAGEMENT ARTICLE 20 — PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 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. 20.04 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. EXHIBIT F Page 16 of 22 ARTICLE 21— QUALITY MANAGEMENT ARTICLE 22 — FINAL RESOLUTION OF DISPUTES ARTICLE 23 — MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 — DOCUMENT MANAGEMENT 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. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 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. EXHIBIT F Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 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. 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. EXHIBIT F Page 18 of 22 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. EXHIBIT F Page 19 of 22 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. 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. ARTICLE 26 — RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 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. 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 EXHIBIT F Page 20 of 22 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 ARTICLE 28 — VIDEO AND PHOTOGRAPHIC DOCUMENTATION 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. 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. EXHIBIT F Page 21 of 22 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 S. 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. ARTICLE 30 — MISCELLANEOUS END OF SECTION EXHIBIT F Page 22 of 22 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Water Utilities Kevinn@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2@cctexas.com (361) 826-3169 Service Agreement for the Purchase of Motors and Preventative Maintenance for Rotork Actuators for Utilities Department CAPTION: Resolution authorizing a two-year service agreement with Rotork Controls, Inc. of Houston, Texas for the purchase of two motors and preventative maintenance of Rotork actuators at Wesley Seale Dam for a total amount not to exceed $68,218. PURPOSE: This item allows for the purchase of two non-standard class H motors and preventative maintenance of Rotork actuators, to include labor and materials for the Westley Seal Dam -Utilities Department. BACKGROUND AND FINDINGS: The Wesley Seale Dam is equipped with 60 crest gates. 33 crest gates are located on the North side and are operated manually via a hydraulic unit, and 27 gates are located on the South side and operated by Rotork actuators. These crest gates are primarily opened and closed during flood events. To prevent a failure, it is necessary to ensure that the actuators that control the opening and closing of the gates are properly maintained. This contract will provide annual preventative maintenance for the gate actuators for the South spillway crest gate. The purchase of the two non-standard class H motors will be stock items in case of a break -down to prevent down-time. This is sole source purchase. Rotork Controls, Inc. is the only manufacturing company authorize to repair, replace and install these actuators. 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 - Water FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $40,000 $48,321 $88,321 Encumbered / Expended Amount $330 $0 $330 This item $19,897 $48,321 $68,218 BALANCE $19,773 $0 $19,773 Fund(s): Water Comments: The cost is for a total amount not to exceed $68,218 with $19,897 funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Resolution authorizing a two-year service agreement with Rotork Controls, Inc. of Houston, Texas for the purchase of two motors and preventative maintenance of Rotork actuators at Wesley Seale Dam for a total amount not to exceed $68,218.00 WHEREAS, Rotork Controls will provide parts and service for the Wesley Seale Dam -Utilities Department; WHEREAS, these parts and services will be critical in sustaining the crest gates used to control flooding events. 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 are two statutory exceptions for this procurement in Local Government Code, Section 252.022(a) (2) and (a) (7) (D), as this purchase is necessary to preserve or protect the public health and safety of the municipality's residents and these captive replacement parts are available from only one source. 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 and purchase from Rotork Controls, Inc. of Houston, Texas, to obtain a service agreement from Rotork Controls, Inc. as a sole source purchase necessary to protect the public health and safety of the City's residents, for a total amount not -to -exceed $68,218.00. 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 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 City of Corpus Christi Purchasing Division Buyer: Cynthia Perez Price Sheet Rotork Actuators TOTAL $68,218.00 Rotork Houston, Texas ITEM DESCRIPTION Qty. Unit Unit Price Total 1 1 -Year Maintenance Agreement 1 Each $21,475.00 $21,475.50 2 1- Year Maintenance Agreement 1 Each $21,475.00 $21,475.50 3 Non -Standard Class H Motors 2 Each $2,308.50 $4,617.00 4 Labor 100 Hour $144.00 $14,400.00 5 Parts/Materials Allowance 1 Each $6,250.00 $6,250.00 TOTAL $68,218.00 SERVICE AGREEMENT NO. 1952 Preventative Maintenance and Repairs for Rotork Actuators THIS Preventative Maintenance and Repairs for Rotork Actuators Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Rotork Controls, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Preventative Maintenance and Repairs for Rotork Actuators in response to Request for Bid/Proposal No. SS ("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 Preventative Maintenance and Repairs for Rotork Actuators ("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 24 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/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 $68,218.00, 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 8 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: joannm@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 001 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 8 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. If the City Council does not appropriate the funds in the annual budget, the City shall endeavor to notify the Contractor as soon as practicable of (a) such decision; and (b) the date on which this Agreement shall terminate. In the event of such a termination, the Contractor shall be entitled to invoice the City for all reasonably incurred costs for Service Agreement Standard Form Page 3 of 8 any Services provided up until the date of termination which shall be paid by the City within 30 days after acceptance of the invoice by the City. 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 with respect to its employees 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 Service Agreement Standard Form Page 4 of 8 IF TO CONTRACTOR: Rotork Controls, Inc. Attn: Lloyd Bock Title: Sales Manager Address: 1811 Britmoore Toad, Suitel00, Houston, Texas 77043 Phone: (713) 856-5640 Fax: N/A 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 REASONABLY - INCURRED 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 BY THE CONTRACTOR 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 REASONABLE 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. Limitation on Liability. (A) Subject to clause 18(B) below, the total liability of the Contractor to the City in respect of all matters arising under or in connection with this Agreement, including under any indemnity, (whether arising in contract, tort, statute or otherwise), except for willful misconduct or gross negligence, will be limited to the total price of the products to be supplied and Services to be performed under this Agreement and the Contractor will have no liability to the City for any loss of profit or for any indirect or consequential losses. Service Agreement Standard Form Page 5 of 8 (B) Nothing in this Agreement will limit the Contractor's liability for fraud, personal injury or death or for any liability which cannot be limited or excluded under law. 19. Termination. (A) The City Manager may terminate this Agreement for Contractor's breach of this Agreement or for its failure 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 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. (C) If the City terminates this Agreement, the Contractor shall be entitled to invoice the City for all reasonably incurred costs for any Services provided up until the date of termination which shall be paid by the City within 30 days after acceptance of the invoice by the City. 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, 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). Service Agreement Standard Form Page 6 of 8 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 if required by said statute. 24. 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. 25. 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. 26. 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] Service Agreement Standard Form Page 7 of 8 CONTRACTOR Signature: Printed Name: Petrus Johannes Mostert Title: General Manager Date: 16th January 2019 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division Date: APPROVED AS TO LEGAL FORM: Assistant City 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 Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1952 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 8 of 8 ATTACHMENT A - SCOPE OF WORK 1.1 General Requirements/Background Information A. The Contractor shall provide annual preventative maintenance for 27 Rotork actuators located on the South Spillway Crest Gate of the Wesley Seale Dam located at the end of County Rd, Sandia, Texas 78383 B. The City shall schedule the annual preventative maintenance C. Preventive Maintenance will be performed during normal working hours, Monday to Friday, from 7:00 AM to 4:00 PM. The Contractor will check in and check out with the on-site work coordinator before and after all authorized work is performed. Any work after hours must be authorized by a City representative. D. The annual scheduled maintenance will include labor and parts. 1.2 Preventive Maintenance A. The Contractor shall perform preventive maintenance that maintains maximum reliability. The goal of the Preventive maintenance is to keep actuators up and running and resolve problems before it become fatal. B. The Contractor shall perform following tasks including but not limited to: 1. Verify and resolve issues experienced by the site personnel. 2. External visual inspection of all external surfaces. 3. Oil level is checked and replenished. 4. Mounting bolts, nuts, washers and screws are checked for damage and tightness. 5. Confirmation hand wheel is operational and ensure physical movement of valve. 6. Confirmation local control works in both direction while checking for any signs of deterioration 7. Terminal cover is to be removed and the connection are checked. Compartment checked for any moisture ingress and corrected. The" 0" ring seal is replaced and if explosion proof, integrity of flame path is inspected. 8. Motor cover is removed and checked for seal failures. Cover "O" ring replaced after inspection 9. Electrical cover is removed, and internal components inspected. Cover" 0" ring replaced after inspection as needed. 10. Status management and replacement of batteries as required 11. On completion, both local and remote operations are checked. 12. The Contractor shall verify full stroke operation in both direction upon approval from site coordinator. Page 1 of 2 13. Where available (through data loggers) historic performance data is investigated and compared stored torque profiles. Data will be reviewed to help determine life expectancy of the equipment 14. The Contractor shall analyze the data to predict potential failures and plan future maintenance requirements or corrective actions. 15. The Contractor shall hold the critical parts so that they may be dispatched as quickly as possible. 1.3 Equipment The Contractor will provide two Non-standard Class H motors to be used as backup equipment to avoid down time. 1.4 Repair service call A. The Contractor shall be available to provide repair services on as needed basis. B. After inspection of work, the Contractor shall provide a repair estimate for each repair. The City must approve any additional repairs. C. Repairs shall be done within 10 business days. D. Upon completion of repair service call, the Contractor's representative shall provide a job ticket. The job ticket shall include, but not limited to - Company Name, Name of technician, Date of Services, Detailed description of the work performed, root causes of failure, parts used, work order number and total time spent. 1.5 Invoicing A.The Contractor's invoice for payment shall contain the following information: 1. Service Agreement No 2. Purchase Order (PO) Number 3. Service Address 4. Description of Service 5. The Contractor shall charge Preventive Maintenance as per pricing schedule. 6. Itemized list of charges for Repairs i.e. Labor, Parts - labor will be paid for actual hours worked at the rate outlined in the contract. Parts and materials will be paid at actual cost plus the markup allowed by contract. Receipts are required. 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintenance a complete Quality Control program to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervisions of the work to ensure it complies with the contract requirements. Page 2 of 2 ATTACHMENT B -BID -PRICING SCHEDULE ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL PRICE 1 1 Year Maintenance Contract (annual preventative maintenance for 27 Rotark Actuators) Rotork IQ35 MK2/FA16 B4/WT/3000- 200/RPM:86/460/3/60 with class H Motors; CSP Bronze EA 1 $21,475.50 $21,475.50 2 1 Year Maintenance Contract (annual preventative maintenance for 27 Rotark Actuators) Rotork IQ35 MK2/FA16 B4/WT/3000- 200/RPM:86/460/3/60 with class H Motors; CSP Bronze EA 1 $21,475.50 $21,475.50 3 Non -Standard Class H Motors EA 2 $2,308.50 $4,617.00 4 Labor - for additional Repairs (outside PM) Monday -Friday 8:00-5:00 HR 100 $144.00 $14,400.00 ITEM DESCRIPTION UNIT QTY % Markup QTY + Markup Total 5 Parts/Materials Allowance EA $5,000.00 25% $5,000.00 + 1,250.00= $6,250.00 TOTAL $68,218.00 Page 1 of 1 Attachment C - Insurance Requirements 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 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) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 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. 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. 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 Utilities Rotork Actuators Preventative Maintenance Agreement 09/20/2018 sw Risk Management Valid Through 12/31/2018 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. ATTACHMENT D- WARRANTY REQUIREMENTS One year warranty for the materials and workmanship utilized for repair or maintenance. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 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 KimB2cctexas.com (361) 826-3169 Mechanical Bar Screen for Laguna Madre Wastewater Treatment Plant CAPTION: Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one mechanical bar screen for Laguna Madre Wastewater Treatment Plant from Headworks International, Inc. of Houston, Texas for a total amount not to exceed $67,438. PURPOSE: This item is to approve the purchase of a mechanical bar screen for the Laguna Madre Wastewater Treatment Plant. BACKGROUND AND FINDINGS: A bar screen is a mechanical filter used to remove large objects, such as rags and plastics, from wastewater. It is part of the primary filtration flow and typically is the first, or preliminary, level of filtration, at the influent to a wastewater treatment plant. The only bar screen located at Laguna Madre is no longer operational. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received five responsive, responsible bids, and is recommending the award to the lowest responsive, responsible bidder, Headworks International, Inc. 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: N/A DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $212,333.98 $0.00 $212,333.98 Encumbered / Expended Amount $12,333.98 $0.00 $12,333.98 This item $67,438.00 $0.00 $67,438.00 BALANCE $132,562.00 $0.00 $132,562.00 Fund(s): Wastewater Comments: The cost of the contract is $67,438 and is funded in FY2018-19. RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Purchasing Division Buyer: Cynthia Perez BID TABULATION RFB #2012 Mechanical Bar Screen for Laguna Waste Water Treatment Plant ITEM DESCRIPTION QTY. UNIT Campbell International Corpus Christi, TX Environmental Treatment Technologies Georgetown, Texas Headworks International, Inc. Houston, Texas Lakeside Equipment Bartlett, Illinois Vulcan Industries Missouri Valley, Iowa Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 Mechanical Bar Screen 1 Ea. $142,200.00 $ 142,200.00 $ 106,000.00 $ 106,000.00 $ 66,288.00 $ 66,288.00 $78,282.00 $ 78,282.00 $80,247.00 $ 80,247.00 2 Freight 1 Ea. $ 7,500.00 $ 7,500.00 $ 2,500.00 $ 2,500.00 $ 1,150.00 $ 1,150.00 $ 2,237.00 $ 2,237.00 $ 3,011.00 $ 3,011.00 TOTAL: $149,700.00 $108,500.00 $67,438.00 $80,519.00 $83,258.00 SERVICE AGREEMENT NO. 2012 Mechanical Bar Screen for Laguna Waste Water Treatment Plant THIS Mechanical Bar Screen for Laguna Waste Water Treatment Plant Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Headworks International, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mechanical Bar Screen for Laguna Waste Water Treatment Plant in response to Request for Bid/Proposal No. 2012 ("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 Mechanical Bar Screen for Laguna Waste Water Treatment Plant ("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 twelve 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/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 $67,438.00, 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 Department Phone: (361) 826-1649 email: joannm@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 001 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 001 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 Administrator Address: 2726 Holly Road,Corpus Christi, Texas 78415 Phone:(361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Headworks International, Inc. Attn: Jay Bailey Title: Sales Address: 11000 Brittmoore Park Drive, Houston, Texas 77041 Phone: (713) 647-6667 Fax: (713) 647-0999 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 Name: Title: Date: JAI C-PVS CITY OF CORPUS CHRISTI ooKs INTI 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. 2012 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 deliver one mechanically cleaned bar screen, as per the Scope of work and shall include all equipment, controls, appurtenances, and incidentals necessary for a complete and functioning mechanically cleaned bar screen to Laguna Madre Wastewater Treatment Plant located at 201 Jester, Corpus Christi, TX 78418. B. The bar screen shall be a front -cleaning, front -return link driven assembly, including the bar screen and all appurtenances. The bar screen shall be designed for screening debris that is typically found in raw sanitary sewage, including rags, paper, sticks, stones, etc. C. All equipment furnished under this section shall be by a single manufacturer regularly engaged in the design and manufacture of this equipment and demonstrates to the satisfaction of the Wastewater Utilities Management Team that the quality is equal to equipment made by the manufacturers named below. The City of Corpus Christi has approved mechanical bar screens of Fairfield Service Company - Lock Link Bar Screen, a Raptor® 36TR Talon RakbyLakeside Equipment Corporation, or a Flex Rake by Duperon. 1.2 Specifications A. Materials 1. The mechanically cleaned bar screen shall be a 316 stainless-steel link driven, front -cleaning, front -return type unit. The bar screen shall clean continuously, from bottom to top, the entire width of the scraper, without the aid of an operator. 2. The mechanically cleaned bar screen shall have a head sprocket only, with no sprockets, bearings, or similar drive components under water. 3. The link system shall bend in one direction only, which allows it to become its own lower sprocket and frame. The link system shall also have the ability to flex around a large object to avoid shutting down the unit. 4. Only non -corrosive materials shall be used in components traveling underwater. The scrapers shall be of UV stable, UHMW-PE material and the links and pins shall be of 316 stainless steel. Link pins shall be drilled out to accept cotter pins. 5. All maintenance shall be performed at the operating floor level. No part of the drive system shall be located below water at maximum design flow conditions. The Drive output shaft rotation shall be constant and in one direction in order to reduce maintenance requirements. 6. The bar screen shall be of type 316 stainless steel, with minimum 1/4" x 3/4" bars, spaced to maintain the specified clear opening. The bar screen shall be able to withstand a two -foot head differential. The bar screen anchors and fasteners shall be of stainless steel. The bar screen shall be mounted at an angle as shown on the drawings. The bar screen shall be designed to fit within the channel shown on the drawings, and shall be shipped as a complete assembly, or in sections as required by site conditions. 7. The scrapers shall be of UV -stable UHMW-PE and shall be designed according to application and debris requirements. The Scrapers shall be easily modified by the City, if necessary, to suit future changes in debris conditions. All scrapers shall fully penetrate the bar screen cleaning all three sides of the bars. Scrapers shall be 21" apart. The scrapers shall move at approximately 28 inches per minute at the manufacturer's recommended operating speed of 0.5 rpm. 8. The dead plate shall be 1/4" thick, type 316 stainless steel. The dead plate shall span the entire width of the screen and transition from the bar rack to the discharge point. 9. The discharge chute shall be type 316 stainless steel with minimum thickness of 14 gauge, enclosed, and shall be bolted or welded to the dead plate per manufacturer's recommendations. The discharge chute shall allow debris to be transferred from discharge point into the City's - supplied container. B. Drive Unit 1. The mechanically cleaned bar screen unit shall operate independently and will have its own drive unit and driven components. The gearbox shall not be vented to outside atmosphere. 2. The gearbox shall be greased lubricated and designed for 5 years (or 20,000 hours of operation) between recommended cleaning and re - greased services. The gearbox shall be a right-angle type and shall incorporate cycloidal and spiral bevel gearing with a total ratio of 809:1. The gear reducer output shaft speed shall be approximately 1/ 2 rpm - 2 rpm and controlled by an AC Tech, volts/hertz type inverter or as per manufacturer's recommendation. It shall have a 1.52 or greater service factor based on machine torque requirements. It shall be shaft mounted utilizing the keyless taper grip® bushing. 3. The motor shall be mounted to the gear reducer by utilizing a quill, "C" Face. The gear motor shall be AC induction type, minimum 1/2 HP, 1800 RPM base speed, 3 phase, 230/460 volt and have the following characteristics: It shall be explosion proof rated for Class 1, Division 2, Group D environment and for use with an inverter. It shall have a 4/1 speed range, EPNV enclosure, NEMA design B with a 56C frame size. The Service factor shall be 1.0 with 1600V, Class F insulation rated for temperatures up to 40 degrees C. The motor will have 1600 -volt insulation, optimized for IGBT type inverters and shall be UL listed. The motor shall have a built-in thermostat to protect from overheating that shall be field wired to the corresponding terminal in control panel for redundant (ambient) overload protection. 4. The bearings shall be greased ball bearing type, non -self -aligning, sealed and lubricated. 5. The drive unit shall have a 316 stainless steel shaft and chain hubs. 6. The chain slides to support the upstream link system shall be provided in situations where the unit is longer than 15 feet and will be 5 - 10 degrees from vertical, or, where there is high water velocity or other special site conditions, as recommended by the manufacturer. The chain slides shall be of UV -stable UHMW and 316 stainless steel. 7. The side fabrication screen framework shall be type 316 stainless steel bent plate, with a minimum thickness of 3/16", and horizontal members shall be of type 316 stainless steel tube or pipe. The support members and frame shall adequately support the bar screen per engineering calculations and site-specific requirements. 8. The closeouts shall be type 316 stainless steel and shall assure that there is no space wider than the opening between the bars, to prevent passage of larger solids than allowed through the screen. The closeouts shall be incorporated into the side fabrication framework and return guides as determined by the manufacturer. 9. The return guides shall be type 316 stainless steel and shall be incorporated in the side fabrication and closeouts framework as determined by the manufacturer. Lower return guides shall assure proper alignment of scrapers as they enter the bar screen. 10. The channel bottom plate shall be of type 316 stainless steel channel bottom plate shall be utilized as recommended by the manufacturer to fully engage scrapers in the bar screen at the bottom of the channel. The channel bottom plate may require anchoring dependent upon site configuration and as recommended by the manufacturer. 11. A stripper assembly shall be installed to assist in removing debris from the scrapers on the mechanically cleaned bar screen as recommended by the manufacturer. The stripper shall incorporate a return guide proportionate to the speed of the traveling scrapers that allows for a better angle relationship to the scraper for more effective debris removal and zero impact that allows for longer component life. The UV -stable UHMW wear strips shall be utilized to deliver a smooth transition back into position after debris is removed from the passing scraper. 12. Provide a full enclosure surrounding all parts of the mechanically cleaned bar screen that extends above the operating floor. The side and top panels of enclosure shall be made of type 316 stainless steel, 20 gauge thick. The rear enclosure shall have removable 20 gauge thick, type 316 stainless steel panels for access. 13. All stainless-steel bar screen components will not be painted. C. Controls 1. The controls shall be provided by the bar screen manufacturer and shall be an enhanced VFD package with differential level control. The controls shall be housed in a NEMA 4X fiberglass enclosure. 2. The controls shall be designed to accept 3PH/480VAC incoming power supply per plans/specs. The control panel power shall be 1 PH/120VAC and shall include a step-down transformer as needed to achieve 120V. 3. The controls shall be mounted in the location shown on the manufacturer supplied drawings. A NEMA 7/9 remote push button station is required to maintain equipment and safety requirements pertaining to Class 1, Division 2, Group D rated installation environments. 4. The rake controls shall operate manually. In the Hand mode, it shall be possible to set an "off' timer to stop rake operation after a preset length of time. When the rake HOA is in Auto mode a differential level control program shall automatically accelerate/decelerate the rake as the differential level increases/decreases, respectively. The differential values shall be field adjustable for rake run point and each acceleration set point. The controller program shall also have cycle timing logic, which shall have field adjustable run and stand-by times. The rake shall start operation in Auto mode whenever a call to run is received by differential, timer or by a dry contact input from another source, which all run in parallel. 5. The "VFD Fault" shall be cleared by turning the HOA to Off, then waiting approximately three minutes (or per current UL standards), then turning the HOA back to the desired setting. To avoid the wait period, a VFD Fault can only be reset using the disconnect switch, or otherwise cutting power to the VFD. The motor over -temp faults shall clear automatically when the motor cools to be within normal operating range. 6. The controls shall be built by a UL -approved panel builder and bear the UL -approved logo. The controls shall be tested by panel builder and by the rake manufacturer prior to shipment to the City. The rake manufacturer shall verify all overload settings in the rake controller to insure proper overload and speed settings required for the application are properly programmed. 7. The controls shall have an inner door pocket that includes a copy of as -built drawings from the manufacturer as well as any other pertinent documentation necessary to properly operate the controls. 8. The control package shall include the following and utilize the panel builder's standard component manufacturers, unless otherwise approved by the rake manufacturer: a. NEMA 4X fiberglass, dead -front style enclosure with continuous hinge, exterior, lockable door. b. HOA Selector where Hand mode enables the pushbuttons located on the remote push button station. Auto mode for the rake concurrently enables differential level logic, cycle timing logic and remote start capabilities. c. Speed controller (based on vector drive technology), preprogrammed for speed/overload control by the panel builder and verified by the rake manufacturer. d. Rake controller with differential level and field adjustable cycle timing programs as previously defined. User -defined fields to be programmed during on-site start-up by the rake manufacturer per City specifications to maintain good flow conditions. e. Dry contact input for motor thermostats to shut down equipment if motor over temperature condition occurs. f. Dry contact output signals for "Run", "VFD Fault", "Motor Over temp" & "In Auto" conditions. Dry contact output signal also included to start one piece of downstream equipment, such as a washer/compactor or conveyor in the future. g. Dry contact input terminals for "Remote Run", "Motor Thermostat" and remote station. h. Intrinsically safe barriers for transducer terminations. i. Main control power breaker with lockable, thru-door operator. j. Elapsed run-time meters. k. Push -To -Test type indicator lights for "Power On", "Forward", "VFD Fault" and "Motor Over temp". I. Phenolic label on outer door indicating equipment I.D. number (as required by owner). m. Push/pull E -Stop on outside of enclosure. n. Audible alarm with silence button. o. Beacon style alarm light. 9. The remote station shall be rated N7/9 and include Forward, and E - Stop buttons. The Forward buttons shall be enabled when the HOA on the main control panel is in Hand mode. The remote station shall be mounted as close to the equipment as safely possible and be field wired by the electrical subcontractor to the corresponding terminal inputs in the main control panel. 10. The rake manufacturer shall also provide two transducers that are to be installed in front and behind the bar screen. The transducers shall connect to corresponding terminations in the main control panel and utilize the rake manufacturer's standard rake controller. The rake controller logic shall include at a minimum a differential level and cycle timing program, with automatic speed ramping and reducing as the differential increases and decreases respectively. The ultrasonic transducers shall have a 1" NPT facing, shall include 100 feet of cabling, and come with hand-held programmers as needed. The submersible transducers shall be mounted in still wells (by others) to protect them from damage by passing debris. The cabling shall not be spliced. D. Performance Characteristics 1. The screen shall be designed with a 1 /4 -inch clear bar opening for a normal operating flow of 3.0 MGD and a peak design flow of 10.0 MGD. Head loss through the screening unit shall not exceed 12 inches at 10.0 MGD assuming 50 percent blockage and a downstream water depth of to be determined, but channel depth is 5'3". 2. The screen shall be located in a nominal 3'- 9" feet wide concrete channel and a depth from the top of channel invert of approximately 5'- 3". Unit angle from vertical shall be 30 degrees or most efficient and economical that works in this channel. The screenings discharge height shall be as near the top of the wall as allowed by the screening's receptacle. E. Installation and Testing 1 The Contractor shall deliver new, unused, fully assembled and shop tested at the manufacturing facility prior for a minimum of 4 hours. The unit shall include the mechanical bar screen, access doors, lifting system, and appurtenant equipment. 2. The equipment furnished shall be fabricated, assembled, in full conformance with specifications, engineering data, and/or recommendations furnished by the equipment manufacturer. 3. Spare Parts: A recommended spare parts list with prices shall be provided after design drawing approval. 4. The Contractor shall send qualified factory -trained field service engineer for three 8 -hour working days at the site to inspect the installation and to instruct the City's personnel in the operation and maintenance of the mechanical bar screen. Services of the field service engineer shall include testing of the installed equipment and to demonstrate that it is fully operational and will pick up and deposit raked materials. 5. The Contractor will be provided a 14 -day notification prior to the need for the installation assistance. To assure proper outcome for the City and Contractor, the Contractor shall provide certification for the completion of the shop testing and installation pre -commissioning checklist. 1.3 Warranty The Contractor shall provide a written 1 -year standard warranty from the date of use of the equipment and shall guarantee that there are no defects in material or workmanship in an item supplied. The warranty repairs shall be corrected immediately upon notification. 1.4 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. Attachment B- Bid /Pricing Schedule Date: Bidder: CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2012 Mechanical Bar Screen for Laguna WWTP Authorized Signature: irp,„PAGE 1 • ��r i AWP* 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. iters 1 2 Description Mechanical Bar Screen Freight Total UNIT EA EA QTY 1 1 Unit Price 10612 fly Total Price 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 $1,000000 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. 2018 Insurance Requirements Purchasing- Utilities Furnishing and Delivering One Mechanically Cleaned Bar Screen 11/7/2018 sw Risk Management Valid Through 12/31/2018 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Attachment D - Warranty Requirements The Contractor shall provide a written 1 -year standard warranty from the date of use of the equipment and shall guarantee that there are no defects in material or workmanship in an item supplied. The warranty repairs shall be corrected immediately upon notification. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Mechanical Bar Screens for Allison Wastewater Treatment Plant Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of two mechanical bar screens from Headworks International, Inc., of Houston, Texas for a total amount not to exceed $115,961. PURPOSE: This item is to approve the purchase of two mechanical bar screens for the Allison Wastewater Treatment Plant. BACKGROUND AND FINDINGS: A bar screen is a mechanical filter used to remove large objects, such as rags and plastics, from wastewater. It is part of the primary filtration flow and typically is the first, or preliminary, level of filtration, at the influent to a wastewater treatment plant. The Allison plant has two bar screens, one of which is no longer operational, and one which is nearing its service life. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received four bids. Staff recommends award to the lowest responsive, responsible bidder, Headworks International, Inc. 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: N/A DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $230,726 $0.00 $230,726 Encumbered / Expended Amount $30,676 $0.00 $30,676 This item $115,961 $0.00 $115,961 BALANCE $84,089 $0.00 $84,089 Fund(s): Wastewater Comments: RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Purchasing Division Buyer: Cynthia Perez RFB 2038 Mechanical Bar Screen for Allison Waste Water Treatment Plant ITEM DESCRIPTION QTY. UNIT Campbell International Corpus Christi, TX Headworks International,Inc. Houston, Texas Lakeside Equipment Bartlett, Illinois Vulcan Industries Missouri Valley, Iowa Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 Mechanical Bar Screen 2 EA $109,250.00 $218,500.00 $ - $ 114,811.00 $75,649.00 $151,298.00 $62,634.00 $ 125,268.00 2 Freight 1 LS $ 6,250.00 $ 6,250.00 $ - $ 1,150.00 $ 1,119.00 $ 2,238.00 $ 3,012.00 $ 3,012.00 TOTAL: $224,750.00 $115,961.00 $153,536.00 $128,280.00 SERVICE AGREEMENT NO. 2038 Mechanical Bar Screens for Allison Waste Water Treatment Plant THIS Mechanical Bar Screens for Allison Waste Water Treatment Plant Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Headworks International ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mechanical Bar Screens for Allison Waste Water Treatment Plant in response to Request for Bid/Proposal No. 2038 ("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 Mechanical Bar Screens for Allison Waste Water Treatment Plant ("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 twelve 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/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 $115,961.00, 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 Department Phone: (361) 826-1649 email: joannm@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 001 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 001 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 Administrator Address: 2726 Holly Road,Corpus Christi, Texas 78415 Phone:(361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Headworks International Attn: Jay Bailey Title: Sales Address: 11000 Brittmoore Park Drive, Houston, Texas 77041 Phone: (713) 647-6667 Fax: (713) 647-0999 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 /VISignature: /c z Printed Name: ( 1 dr\Ak e L Title: ra Date: ' (Lf . Ci 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. 2038 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 furnish and deliver two mechanically cleaned bar screens, as per the scope of work and shall include all equipment, controls, appurtenances, and incidentals necessary for a complete and functioning mechanically cleaned bar screen to Allison Wastewater Treatment Plant located at 4101 Allison, Corpus Christi, TX 78410. B. The mechanically cleaned bar screens shall be a front -cleaning, front - return link driven assembly, including the bar screen and all appurtenances. The mechanically cleaned bar screen shall be designed for screening debris that is typically found in raw sanitary sewage, including rags, paper, sticks, stones, etc. C. The acceptable bar screen manufacturers/suppliers are Fairfield Service Company, Lakeside Equipment Corporation, or Duperon. Any other manufacturer/supplier will require approval by the Wastewater Utilities management. D. The City will be responsible for installation. 1.2 Specifications A. Materials 1. The mechanically cleaned bar screen shall be a 316 stainless-steel link driven, front -cleaning, front -return type unit. Bar screen shall clean continuously, from bottom to top, the entire width of the scraper, without the aid of an operator. 2. The mechanically cleaned bar screen shall have a head sprocket only, with no sprockets, bearings, or similar drive components under water. 3. The link system shall bend in one direction only, which allows it to become its own lower sprocket and frame. The link system shall also have the ability to flex around a large object to avoid shutting down the unit. 4. Only non -corrosive materials shall be used in components traveling underwater. The scrapers shall be of UV stable UHMW-PE material and the links and pins shall be of 316 stainless steel. Link pins shall be drilled out to accept cotter pins. 5. All maintenance shall be performed at the operating floor level. No part of the drive system shall be located below water at maximum design flow conditions. Drive output shaft rotation shall be constant and in one direction in order to reduce maintenance requirements. 6. Bar Screen: Shall be of type 316 stainless steel, with minimum 1/4" x 3/4" bars, spaced to maintain the specified clear opening. Bar screen shall be able to withstand a two -feet head differential. Bar screen anchors and fasteners will be furnished by the City and shall be of stainless steel. Bar screen shall be mounted at an angle as shown on the drawings. The bar screen shall be designed to fit within the channel shown on the drawings, and shall be shipped as a complete assembly, or in sections as required by site conditions. 7. Scrapers: Shall be of UV -stable UHMW-PE and shall be designed according to application and debris requirements. Scrapers shall be easily modified by the customer, if necessary, to suit future changes in debris conditions. All scrapers shall fully penetrate the bar screen cleaning all three sides of the bars. Scrapers shall be 21" apart. Scrapers shall move at approximately 28 inches per minute at the manufacturer's recommended operating speed of 0.5 rpm. 8. Dead Plate: Shall be 1/4" thick, type 316 stainless steel. Dead plate shall span entire width of screen and transition from bar rack to the discharge point. 9. Discharge Chute: Shall be type 316 stainless steel with minimum thickness of 14 gauge, enclosed, and shall be bolted or welded to the dead plate per manufacturer's recommendations. Discharge chute shall allow debris to be transferred from discharge point into City - supplied container. 10. Attached are the existing drawings for this project. B. DRIVE UNIT 1. The mechanically cleaned bar screen unit shall operate independently and will have its own drive unit and driven components. The gearbox shall not be vented to outside atmosphere. 2. The gearbox shall be grease lubricated and designed for 5 years (or 20,000 hours of operation) between recommended clean and re- grease services. The gearbox shall be right angle type and shall incorporate cycloidal and spiral bevel gearing with a total ratio of 809:1. The gear reducer output shaft speed shall be approximately 1/ 2 rpm - 2 rpm and controlled by an AC Tech, volts/hertz type inverter or per rake manufacturer's recommendation. It shall have a 1.52 or greater service factor based on machine torque requirements. It shall be shaft mounted utilizing the keyless taper grip® bushing. 3. The motor shall be mounted to the gear reducer by utilizing a quill, "C" Face. The gear motor shall be AC induction type, minimum 1/2 HP, 1800 RPM base speed, 3 phase, 230/460 volt and have the following characteristics: It shall be explosion proof rated for Class 1, Division 2, Group D environment and for use with an inverter. It shall have a 4/1 speed range, EPNV enclosure, NEMA design B with a 56C frame size. Service factor shall be 1.0 with 1600V, Class F insulation rated for temperatures up to 40 degrees C. The motor will have 1600 -volt insulation, optimized for IGBT type inverters and shall be UL listed. Motor shall have built-in thermostat to protect from overheating that shall be field wired to the corresponding terminal in control panel for redundant (ambient) overload protection. 4. The bearings shall be greased ball bearing type, non -self- aligning, sealed and lubricated. 5. The drive unit shall have a 316 stainless steel shaft and chain hubs. 6. Chain Slides: Chain slides to support the upstream link system shall be provided in situations where the unit is longer than 15 feet and will be 5 - 10 degrees from vertical, or, where there is high water velocity or other special site conditions, as recommended by the manufacturer. Chain slides shall be of UV -stable UHMW and 316 stainless steel. 7. Side Fabrication: The screen framework shall be type 316 stainless steel bent plate, with a minimum thickness of 3/16", and horizontal members shall be of type 316 stainless steel tube or pipe. Support members and frame shall adequately support the bar screen per engineering calculations and site-specific requirements. 8. Closeouts: Closeouts shall be type 316 stainless steel and shall assure that there is no space wider than the opening between the bars, to prevent passage of larger solids than allowed through the screen. Closeouts shall be incorporated into the side fabrication framework and return guides as determined by the manufacturer. 9. Return Guides: Shall be type 316 stainless steel and shall be incorporated in the side fabrication and closeouts framework as determined by the manufacturer. Lower return guides shall assure proper alignment of scrapers as they enter the bar screen. 10. Channel Bottom Plate: A type 316 stainless steel channel bottom plate shall be utilized as recommended by the manufacturer to fully engage scrapers in the bar screen at the bottom of the channel. The channel bottom plate may require anchoring dependent upon site configuration and as recommended by the manufacturer. 11.Stripper Assembly: A stripper assembly shall be installed to assist in removing debris from the scrapers on the mechanically cleaned bar screen as recommended by the manufacturer. The stripper shall incorporate a return guide proportionate to the speed of the traveling scrapers that allows for a better angle relationship to the scraper for more effective debris removal and zero impact that allows for longer component life. UV -stable UHMW wear strips shall be utilized to deliver a smooth transition back into position after debris is removed from passing scraper. 12. Enclosure: Provide a full enclosure surrounding all parts of the mechanically cleaned bar screen that extends above the operating floor. Side and top panels of enclosure shall be made of type 316 stainless steel, 20 gauge thick. Rear enclosure shall have removable 20 gauge thick, type 316 stainless steel panels for access. 13. Standard Coating: All stainless-steel bar screen components will not be painted. C. CONTROLS 1. The controls shall be provided by bar screen manufacturer and shall be an enhanced VFD package with differential level control. Controls shall be housed in a NEMA 4X fiberglass enclosure. 2. The controls shall be designed to accept 3PH/480VAC incoming power supply. Control panel power shall be 1 PH/120VAC and shall include a step-down transformer as needed to achieve 120V. 3. The controls shall be mounted in the location shown on the manufacturer supplied drawings. A NEMA 7/9 remote push button station is required to maintain equipment and safety requirements pertaining to Class 1, Division 2, Group D rated installation environments. 4. The rake controls shall operate manually. In the Hand mode, it shall be possible to set an "off' timer to stop rake operation after a preset length of time. When the rake HOA is in Auto mode a differential level control program shall automatically accelerate/decelerate the rake as the differential level increases/decreases, respectively. The differential values shall be field adjustable for rake run point and each acceleration set point. The controller program shall also have cycle timing logic, which shall have field adjustable run and stand- by times. The rake shall start operation in Auto mode whenever a call to run is received by differential, timer or by a dry contact input from another source, which all run in parallel. 5. The "VFD Fault" shall be cleared by turning the HOA to Off, then waiting approximately three minutes (or per current UL standards), then turning the HOA back to the desired setting. To avoid the wait period, a VFD Fault can only be reset using the disconnect switch, or otherwise cutting power to the VFD. The motor over -temp faults shall clear automatically when the motor cools to be within normal operating range. 6. The controls shall be built by a UL -approved panel builder and bear the UL -approved logo. Controls shall be tested by panel builder and by the rake manufacturer prior to shipment to owner. The rake manufacturer shall verify all overload settings in the rake controller to insure proper overload and speed settings required for the application are properly programmed. 7. The controls shall have an inner door pocket that includes a copy of as -built drawings from the manufacturer as well as any other pertinent documentation necessary to properly operate the controls. 8. The control package shall include the following and utilize the panel builder's standard component manufacturers, unless otherwise approved by the rake manufacturer: a. NEMA 4X fiberglass, dead -front style enclosure with continuous hinge, exterior, lockable door. b. HOA Selector where Hand mode enables the pushbuttons located on the remote push button station. Auto mode for the rake concurrently enables differential level logic, cycle timing logic and remote start capabilities. c. Speed controller (based on vector drive technology), preprogrammed for speed/overload control by the panel builder and verified by the rake manufacturer. d. Rake controller with differential level and field adjustable cycle timing programs as previously defined. User -defined fields to be programmed during on-site start-up by the rake manufacturer per owner specifications to maintain good flow conditions. e. Dry contact input for motor thermostats to shut down equipment if motor over temperature condition occurs. f. Dry contact output signals for "Run", "VFD Fault", "Motor Over temp" & "In Auto" conditions. Dry contact output signal also included to start (1) piece of downstream equipment, such as a washer/compactor or conveyor in the future. g. Dry contact input terminals for "Remote Run", "Motor Thermostat" and remote station. h. Intrinsically safe barriers for transducer terminations. i. Main control power breaker with lockable, thru-door operator. j. Elapsed run-time meters. k. Push -To -Test type indicator lights for "Power On", "Forward", "VFD Fault" and "Motor Over temp". I. Phenolic label on outer door indicating equipment I.D. number (as required by owner). m. Push/pull E -Stop on outside of enclosure. n. Audible alarm with silence button. o. Beacon style alarm light. 9. The remote station shall be rated N7/9 and include Forward, and E - Stop buttons. The Forward buttons shall be enabled when the HOA on the main control panel is in Hand mode. The remote station shall be mounted as close to the equipment as safely possible and be field wired by the electrical subcontractor to the corresponding terminal inputs in the main control panel. 10. The rake manufacturer shall also provide (2) transducers that are to be installed in front and behind the bar screen. The transducers shall connect to corresponding terminations in the main control panel and utilize the rake manufacturer's standard rake controller. The rake controller logic shall include at a minimum a differential level and cycle timing program, with automatic speed ramping and reducing as the differential increases and decreases respectively. The ultrasonic transducers shall have a 1" NPT facing, shall include 100 feet of cabling, and come with hand-held programmers as needed. The submersible transducers shall be mounted in still wells (by others) to protect them from damage by passing debris. The cabling shall not be spliced. D. OPERATING CHARACTERISTICS General: Screen shall be designed with a 1 /4 -inch clear bar opening for a normal operating flow of 2.5 MGD (50% of plant capacity) and a peak design flow of 11.25 MGD (75% of plant capacity). Head loss through the screening unit shall not exceed 12 inches at 1 1.25 MGD assuming 50 percent blockage and a downstream water depth of to be determined, but channel depth is 5'0". Screen shall be located in a nominal 3'- 8" feet wide concrete channel and a depth from the top of channel invert of approximately 5'- 0". Unit angle from vertical shall be 30 degrees or most efficient and economical that works in this channel. The screenings discharge height shall be as near the top of the wall as allowed by the screening's receptacle. E. EXECUTION 1. All equipment furnished under this section shall be by a single manufacturer regularly engaged in the design and manufacture of this equipment and demonstrates to the satisfaction of the City Staff that the quality is equal to equipment made by the manufacturers named herein. The Contractor shall have supplied mechanically cleaned bar screen equipment that has been in successful operation under similar circumstances for at least five years. The Contractor shall furnish and deliver to the site the mechanically cleaned bar screen that has been fully assembled and shop tested at the manufacturing facility prior to shipment for a minimum of 4 hours. The unit shall be new and unused. The unit shall include the mechanically cleaned bar screen, access doors, lifting system, and appurtenant equipment. 2. The equipment furnished shall be fabricated, assembled, in full conformance with specifications, engineering data, and/or recommendations furnished by the equipment manufacturer. 3. Spare Parts: A recommended spare parts list with prices shall be provided after the project is complete. 4. Start -Up: The Contractor shall furnish the services of a qualified factory -trained field service engineer for three constructive 8 -hour working days at the site to inspect the installation and to instruct the City's personnel in the operation and maintenance of the mechanically cleaned bar screen. Services of the Contractor shall include testing of the installed equipment to demonstrate that it is fully operational and will pick up and deposit raked materials. The Contractor will be provided a 14 -day notification prior to the need for the installation assistance. To assure proper outcome for the City and Contractor, the Contractor shall provide certification for the completion of the shop testing and installation pre -commissioning checklist. 5. Prior to manufacturing, the Contractor shall submit three sets of shop drawings of the proposed unit within two weeks of Notice to Proceed. The City shall review and provide approval or reline revisions within two weeks of receipt. 1.3 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. 1.4 Warranty The Contractor shall provide a minimum one-year standard, written warranty on parts/materials and workmanship from the date of use of the equipment. Warranty repairs shall be corrected immediately upon notification. Attachment B- Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION MC.POAt BID FORM x2 RFB No. 2038 Mechanical Bar Screen for Allison Waste Water Treatment Plant Date: /ci /r "i Authorized PAGE 1 OF 1 �� Bidder:Signature: /4 � �L��,. �,�. ,-4z-� ���-,' o��,��, ( 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. Mechanical Bar Screens Freight UNIT EA LS QTY 2 1 Unit Price Total Price Total $ r i 5,`ir 1 "ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED" Cynthia Perez Procurement Officer 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 $1,000000 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. 2018 Insurance Requirements Purchasing- Utilities Furnishing and Delivering One Mechanically Cleaned Bar Screen 11/7/2018 sw Risk Management Valid Through 12/31/2018 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Attachment D - Warranty Requirements The Contractor shall provide a minimum one-year standard, written warranty on parts/materials and workmanship from the date of use of the equipment. Warranty repairs shall be corrected immediately upon notification. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 29, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2(a�cctexas.com (361) 826-3169 Submersible Pump for Utilities Everhart -Staples Lift Station Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty of one submersible pump from Pump Solutions Inc. of New Caney, Texas for a total amount not to exceed $73,480. PURPOSE: This item is to approve the purchase of a submersible pump for the Everhart -Staples Lift Station. BACKGROUND AND FINDINGS: The wastewater lift stations rely heavily on its large inventory of pumps to collect and transport water to the treatment plants to be treated, and to prevent spills and overflows which cause damage to the environment and result in fines. As existing pumps age and become inoperable, the purchase of new pumps is critical to ensure optimum operating requirements and compliance with TCEQ regulations. The Purchasing Division conducted a competitive Request for Bid process and received four bids. Staff recommends award to the lowest responsive, responsible bidder, Pump Solutions Inc. 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: N/A DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $328,445.25 $0.00 $328,445.25 Encumbered / Expended Amount $178,445.25 $0.00 $178,445.25 This item $73,480.00 $0.00 $73,480.00 BALANCE $76,520.00 $0.00 $76,520.00 Fund(s): Wastewater Comments: N/A RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Purchasing Division Buyer: Cynthia Perez BID TABULATION RFB # 2036 Submersible Pump for Utilities Everhart -Staples Lift Station Submersible Pump for Utilities Odessa Pumps Pump Solutions Inc. WasteWater Solutions, LLC Xylem Water Solutions Corpus Christi, Texas New Caney, Texas Boca Raton, Florida Corpus Christi, Texas Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price ITEM DESCRIPTION QTY. UNIT 1 Submersible Pump 1 Each $102,352.94 $102,352.94 $71,980.00 $71,980.00 $379,860.00 $379,860.00 $121,400.00 $121,400.00 2 Freight 1 Each $950.00 $950.00 $1,500.00 $1,500.00 $ - $0.00 $1,800.00 TOTAL: $103,302.94 $73,480.00 $379,860.00 $123,200.00 SERVICE AGREEMENT NO. 2036 Submersible Pump for Utilities THIS Submersible Pump for Utilities Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Pump Solutions, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Submersible Pump for Utilities in response to Request for Bid/Proposal No. 2036 ("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 Submersible Pump for Utilities ("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 zero additional zero-month/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 $73,480.00, 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 Department Phone: (361) 826-1649 email: joannm@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 001 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 001 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 Administrator Address: 2726 Holly Road,Corpus Christi, Texas 78415 Phone:(361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Pump Solutions, Inc. Attn: Sandy Korenek Title: Vice -President Address: 18594 US Highway 59, New Caney, Texas 77357 Phone: (281)399-9400 Fax: (281) 399-9401 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 CONTRACTORn Signature: N Printed Name: P1-11 L VINO RE (1/4.3 K Title: PRES Date: 2.-41 1 I 1 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. 2036 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 The Contractor shall furnish, and place into operation one submersible pump with accessories required at the Everhart/Staples Lift Station. A. The pump shall be designed and constructed to pump raw unscreened sanitary sewage and capable of passing 3" diameter spheres. A Bell style mounting system shall be provided for removal and inspection of each pump. The pump shall be designed and built in accordance with the best available technology and practice and shall operate satisfactorily when installed. The pump shall be manufactured by Xylem, KSB, Fairbanks Nijhuis, or demonstrates to the satisfaction of the Wastewater Utilities Management team that the quality is equal to that of the manufacturers named. B. The Contractor shall deliver the pump to 780 Everhart Road, Corpus Christi, TX 78411. C. The City of Corpus Christi shall be responsible for the installation. D. Qualifications: The submersible pumps and accessories, with the possible exception of the discharge connection assembly, which shall be Xylem, KSB, or Fairbanks Nijhuis, or demonstrates to the satisfaction of the Wastewater Utilities Management team that the quality is equal to that of the manufacturers named shall be furnished by a single manufacturer/supplier who is fully experienced, reputable, and qualified in the manufacturer of the pump to be furnished. 1.2 Specifications A. Pump Data Total Discharge Head: 44' Gallons per minute: 10,000 Voltage: 440/3 phase B. Power Cable The motor cable shall consist of a well -insulated cable with a double jacketed system, Hypalon, SOOW or W outside, synthetic rubber inside, exceeding industry standards for oil, gas, and sewage resistance and shall be permanently marked with the indicated code. Sizing shall conform to NEC specifications for pump motors and shall be an adequate size to allow motor voltage conversion without replacing the cable. Each pump shall be furnished with minimum of 100 feet of power cable installed with a sufficiently long power cable to suit the installation without splicing. C. Power Cable Entry The cable entry seal shall insure a watertight and submersible seal. The cable entry shall be comprised of a dual cylindrical elastomer grommet flanked by a stainless-steel washer, all having close tolerance fit against the cable and compressed by the entire body containing a strain relieve function, separate from the function of sealing or epoxy sealed cable entry. A separate junction chamber shall provide for connection of the cable to the stator power leads. The junction chamber shall be separated from the motor stator housing by a terminal board which is bolted to a machined surface using an 0 -ring seal. Stator leads shall also be sealed to prevent moisture from entering the motor interior. D. Impeller a. The impeller shall be of ASTM A-532 (Allow III A) 25% chrome cast iron or ASTM A536 ductile iron, dynamically balanced, semi -open, multi vane, backswept, non - clog design. b. The impeller vane leading edges shall be mechanically self - cleaned upon each rotation as they pass across a machined spiral groove located on the stationary insert ring maintaining an unobstructed leading edge. c. The impeller shall have induction hardened, screw shaped leading edges and shall be capable of handling solids, fibrous materials, heavy sludge, and other matter found in wastewater. d. The Impellers shall be locked to the shaft and coated with Skotche 134 or equal fusion bonded epoxy. e. The Impellers shall be trimmed to specifically meet the conditions of operation. E. Insert Ring a. The insert ring shall be cast of ADTM A-532 (Allow III A) 25% chrome cast iron and provide effective sealing between the multi -vane semi -open impeller and the volute housing. b. The clearance between the insert ring and the impeller shall be adjustable. F. Volute a. The Pump volute shall be a single piece gray cast iron, Class 30 or Class 35B, nonconcentric design with smooth passages large enough to pass any solids that may enter the impeller. b. Minimum inlet and discharge size shall be indicated herein. G. Discharge Connection Each pump shall be supplied with a coupling, ANSI 125 cast iron, which bolts to the discharge flange. If other than Xylem, the floor mounted discharge elbow shall be compatible with the Xylem model. No part of the pump shall bear directly on the sump floor and no rotating motion of the pump shall be required for sealing. Sealing at the discharge shall be affected by metal to metal contact of the pump discharge flange and the mating discharge connection either with or without a replaceable rubber seal form fitted to the machine discharge coupling to insure a positive leak proof system and for ease of removal of the pump. H. Bearings The integral pump/motor shaft shall rotate on two bearings. The motor bearings shall be sealed or open faced and permanently grade lubricant with high temperature grease or dielectric oil. The upper motor bearing shall be a double row angular contact ball baring. The lower bearing shall be a double row angular contact bearing to handle the thrust and radial forces. The minimum L10 bearing life shall be 50,000 hours at any usable portion of the pump curve. I. Lower Bearing Temperature Sensor The Pumps with motors larger than 90 HP shall have a lower bearing temperature sensor to monitor the lower bearing temperature, unless the bearings are lubricated with circulating force-fed oil or an open- faced bearing running in a bath of oil. J. Shaft The shaft shall be of large one-piece design and extend through the pump and motor. The shaft shall be constructed of ASTM.ANSI 431 or 416 stainless steel, unless the entire shaft is not exposed to the pumped liquid, in which case the shaft may be C1034 carbon steel. K. Shaft Seals The shaft seals shall have lapped tungsten or silicon carbide faces. The seal system shall allow continuous pump operations with the exterior completely dry. The seal assemblies shall not require adjustments, shall be easily inspected, shall be easily replaceable and shall not require operating pressure differential for sealing. L. Guide Brackets (not applicable to the Everhart Staples Lift Station Pump Projects). M. Motor The pump motor shall be integral to the pump for submersible application or dry well operation. The motor shall be squirrel cage induction type with class H insulation, NEMA B design, class H slot liners with a service factor of 1.15 or above. The dual voltage copper wound stator, which will allow field change ability of voltage. The NEMA starting code shall be F or less. The motor shall be statically and dynamically balanced. The motor shall be designed for continuous operation at 104° ambient air and be capable of up to 10 starts per hour. The motor shall be UL listed or FM approved as explosion -proof suitable for NEC Class I, Division 1, Group C and D Environments. N. Stator Temperature Sensor The stator shall have (3) thermal switches in each of the stator windings which shall open at 140° C to stop the motor and activate an alarm to shut down the pump. The motor shall resume operation when the stator cools to 95° C. 0. Cooling System Each motor unit shall be provided with an integral motor cooling system. The pump to be furnished will be installed in a dry pit. Any jacket or other cooling system needed shall be furnished in place by the manufacturer. P. Lift Chain A lifting chain assemble shall be provided and installed for each pump. The chain and shackle shall be of 316 stainless steel and have a minimum working load of two times the pump weight. The chain shall be secured to the pump with the shackle and the access cover with a hook. A five-foot length of excess chain shall be suspended at the hook to facilitate the lifting of the pump. Q. Power Cable Supports (not applicable to the Everhart Staples Lift Station Pump Project) R. Hardware (not applicable to the Everhart Staples Lift Station Pump Project S. Accessories/Parts Any pump, accessories, controls, rails, hardware, etc. shall be furnished by the Contractor. The Contractor shall be responsible for the coordination and compatibility of accessories. T. Suction Connection Each pump shall be supplied with a 90 -degree bend, flange x flange for connection to the suction side of the City's Lift Station. U. Lifting Bell A lifting bell shall be installed on each pump for pump removal. The bell shall be constructed of 316 stainless steel and have a minimum working load of two times the pump weight. V. Submittals The Contractor shall furnish the following submittals for approval prior to shipping pump: 1 Pump Data The Contractor shall furnish certified pump curves showing the results of the test pumping units of identical design, size, horsepower as those to be furnished. Graphs shall include: 1. Pump Curve - Q in GPM, H in Feet 2. Power Input Curve - Kilowatt 3. Efficiency Curve (including motor) wire to water 4. N.P.S.H. Curve 5. Model, Impeller size, serial number 6. Motor rated HP, Voltage 7. Data in English units (gallons, feet, etc.) 8. Date and place of test 2. Operation and Maintenance The Contractor shall submit an Operation and Maintenance Manual with the pump supplied. The manual shall include a minimum of the following: 1. Service location & phone number 2. Fact Sheet (pump data), serial No., Pump Curve 3. Maintenance instructions and schedule 4. A shop service manual 5. An assembly manual showing all parties by their catalog number for ordering 1.3 Suitability Certification The Contractor shall submit a certification stating that the manufacturer's authorized representative for the pumps has studied the scope of work, evaluated the conditions affecting these pumps, and certifies that they should be suitable for the application and should require no more than normal maintenance if not damaged or abused. The certification shall state that the proposed pumps are suitable for the application and will function as intended and will comply with all requirements of this scope of work, with the exception of those listed in the certification. The certification shall be signed by the manufacturers' authorized representative. If the equipment is approved for use on these items and is found at any time to have unlisted exceptions, the City shall have the right to reject the equipment or require the Manufacturer to bring the equipment into compliance at no cost to the City. 1.4 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. 1.5 Warranty The pump manufacturer shall furnish the City with a written guarantee to warrant pump and components against failure due to defective materials and workmanship for a period of 1 year after full operation and acceptance by the City. Attachment B- Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2036 Submersible Pump for Utilities Date: BZoi c? So Authorized Bidder: (%IiY1� }} hili n.s inc. 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 iscurrent 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 ihis RFB. •u.. D ri ion UN1 2TY Unit Price Total Price 1. Submersible Pump Each 1$.-6-1 q$D.00 $ p0 $ 1,� 7 Q.O( $ �o - 2. Frei • ht to jobsite _ Each 1 8.c):00 1. See attached exceptions and clarifications list for information on delivery times. Exception is taken to the 4 month delivery as that isn't possible with KSB pumps on an order this size. 2. See attached submittal package with other references and information about KSB and PSI. An "approved submittal" will be required as well as the Purchase Order (sent simultaneously) as the order cannot be released into production until we get the approved submittal. 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 $1,000000 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. 2018 Insurance Requirements Utilities Deliver and install One Submersible Pump with Accessories 11/19/2018 sw Risk Management Valid Through 12/31/2019 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Attachment D - Warranty Requirements The pump manufacturer shall furnish the City with a written guarantee to warrant pump and components against failure due to defective materials and workmanship for a period of 1 year after full operation and acceptance by the City. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2@cctexas.com (361) 826-3169 Variable Frequency Drive Cabinets Service Agreement for Utilities Department CAPTION: Motion authorizing a one-year service agreement with Tornado Automation, LLC of Jourdanton, Texas for the purchase and installation of two variable frequency drive cabinets at Sand Dollar Pump Station for a total amount not to exceed $103,977. PURPOSE: This item allows for the purchase and installation of two variable frequency drive cabinets with one-year preventative maintenance for the Sand Dollar Pump Station. BACKGROUND AND FINDINGS: The Sand Dollar Pump Station located at 14210 Sand Dollar Avenue had a cursory electrical site survey performed with an electrical contractor after experiencing operational problems that caused pumps to trip offline. A recommendation for the installation of two new 300 horsepower variable frequency drive (VFD) cabinets in the control area was made in order to avoid continuous interruptions or failures for the pump operations. This upgrade will also phase out the two obsolete VFD cabinets that have no repair parts or technical support. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received three bids. Staff recommends award to the lowest responsive, responsible bidder, Tornado Automation LLC. 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 $1,068,846.20 $0.00 $1,068,846.20 Encumbered / Expended Amount $626,496.59 $0.00 $626,496.59 This item $103,977.00 $0.00 $103,977.00 BALANCE $338,372.61 $0.00 $338,372.61 Fund(s): Water Fund Comments: N/A RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN BID TABULATION RFB 2046 VARIABLE FREQUENCY DRIVE CABINETS Page 1 of 1 Tornado Automation LLC Jourdanton, TX Mission Controls & Automation San Antonio, TX Cates Control Systems, Inc. DBA Integrity Integration Resources Plano, TX ITEM DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 Allen-Bradley 300 Hp Variable Frequency Drive Cabinets purchase and installation as outlined in the Scope of Work EA 2 $ 49,513.00 $ 99,026.00 $ 78,097.80 $ 156,195.60 $ 83,288.00 $ 166,576.00 2 Preventative Maintenance YR 1 $ 4,951.00 $ 4,951.00 $ - $ - $ 14,482.00 $ 14,482.00 TOTAL $ 103,977.00 $ 156,195.60 $ 181,058.00 Page 1 of 1 SERVICE AGREEMENT NO. 2046 Variable Frequency Drive Cabinets THIS Variable Frequency Drive Cabinets Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Tornado Automation LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Variable Frequency Drive Cabinets in response to Request for Bid/Proposal No. 2046 ("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 Variable Frequency Drive Cabinets ("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 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 $103,977.00, 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: Diana Zertuche Garza Department: Utilities Phone: (361) 826-1827 Email: DianaG©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 001 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 001 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: Diana Zertuche Garza Title: Contracts/Funds Administrator Address: 13101 Leopard Street, Corpus Christi, Texas 78410 Phone: (361) 826-1827 Fax: (361) 826-4488 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Tornado Automation LLC Attn: David Stainthorpe Title: President Address: 7475 W. FM 140, Jourdanton, TX 78026 Phone: 210-823-2566 Fax: N/A 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 Name: de-Avid' Title: Date: - 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. 2046 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 1.1 Attachment A: Scope of Work General Requirements A. The Contractor shall provide and install two new Allen-Bradley 300 Horsepower Variable Frequency Drive (VFD) Cabinets at the Sand Dollar Pump Station located at 14210 Sand Dollar Avenue, Corpus Christi, Texas 78418, as outlined in this Scope of Work. B. The Contractor shall be responsible for supplying and installing VFD cabinets and remove any materials at site, including the removal and disposal of the existing VFD cabinets. C. The Contractor shall dispose of equipment and material as per the state, federal, and local rules and regulations. D. The Contractor shall furnish labor, materials, parts, and transportation necessary for the installation and preventative maintenance. E. The Contractor shall perform all work in accordance with applicable local, state, and federal laws, rules, and regulations. 1.2 Removal, Supply, and Installation A. The Contractor shall label and disconnect all control conductors at existing VFD cabinets. B. The Contractor shall disconnect existing power feeder conductor to and existing motor conductors at VFD cabinet. C. The Contractor shall remove and dispose of the two existing Eaton 300 Hp VFD cabinets in control area. D. The Contractor shall extend concrete pad to accommodate new Allen Bradley Drives. E. The Contractor shall install new Allen Bradley 300 Hp VFD cabinets. F. The Contractor shall terminate power feeder conductors. G. The Contractor shall install new control wiring, if necessary, and terminate control conductors to new VFD cabinet. H. The Contractor shall program the new variable frequency drives and make necessary PLC program changes. I. The Contractor shall commission and test function of the proper operation. Page 1 of 3 J. The Contractor shall provide follow up services in the event additional remediation is required. 1.3 Specifications A. The Contractor shall meet the following Rockwell Automation Allen-Bradley model specifications: a. Model Number: 24F1 AHD361 AA6NNNNN-ND-B1-C1-F0-IB-L3-MT-P4-S54-S59R b. Drive: PowerFlex 753 Drive with embedded I/O, 480 VAC, 3 Phase, 361 amps, 300 Horsepower, normal duty, with filtering/jumper removed, with internal transistor, without internal resistor c. NEMA 12 Enclosure d. Door Mounted Full Numeric LCD HIM e. Manual Bypass f. Drive Only Control Power g. No Feedback h. 1 15VAC Basic 10 i. Input Line Reactor 5% j. Dual -Port Ethernet IP Communication Module k. Drive Bypass Mode Circuit Breaker: 35KA SCCR I. Drive & Bypass Mode Pilot Lights m. Run Pilot Light Color: Red n. Drive Fault Pilot Light Color: Amber o. Dimensions: 87"H x 81 "W x 22"D p. Maximum Ambient Temperature: 40 degrees Celsius,104 degrees Fahrenheit q. Two spare Frame 7 Heatsink Fan Kit r. Enclosure to be UL labeled 1.4 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 3 1.5 Preventative Maintenance The Contractor shall provide labor and materials necessary for one year of preventative maintenance to maintain Contractor's warranty. 1.6 Warranty The Contractor shall provide a one-year warranty. Page 3 of 3 Attachment B: Bid/Pricing Schedule Item Description UNIT QTY Unit Price Total Price 1 Allen-Bradley 300 Hp Variable Frequency Drive Cabinets purchase and installation as outlined in the Scope of Work EA 2 $49,513.00 $99,026.00 2 Preventative Maintenance YR 1 $4,951.00 $4,951.00 Total $103,977.00 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 Facilities & Property Management 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 4 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 INSTALLATION FLOATER Value of the equipment 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 Page 2 of 4 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. 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 Purchasing - Utilities Installation of Two Allen Bradley 300hp VFD Cabinets 12/19/2018 sw Risk Management Valid Through 12/31/2019 No Bond is required for this agreement. Page 4 of 4 Attachment D: Warranty Requirements The Contractor shall provide a one-year warranty. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Water Utilities Kevinn@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2@cctexas.com (361) 826-3169 r Service Agreement for Preventative Maintenance and Parts for the Plant Disinfection System at the O.N. Stevens Plant CAPTION: Resolution authorizing a five-year service agreement for preventative maintenance and purchase of parts and materials for the plant disinfection system with Environmental Improvement, Inc. of Houston, Texas for a total amount not to exceed $312,551. PURPOSE: This item is to approve a service agreement for preventative maintenance and purchase parts and materials for the plant disinfection system located at the O. N. Stevens Water Treatment Plant. BACKGROUND AND FINDINGS: The O. N. Stevens Water Treatment Plant is equipped with a Plant Disinfection System. This system includes the chlorinators, evaporators, injectors and associated components that encompass the disinfection system at the O. N. Stevens Water Treatment Plant which is fed with liquid chlorine and gas from a 90 -ton railcar. The preventative maintenance for the plant disinfection system consists of inspections of the whole system, cleaning, testing and installation of evaporators, chlorinators, gas filters and will include labor and materials, for the O. N. Stevens Water Treatment Plant -Utilities Department. This is a sole source purchase. Environmental Improvement Inc. is the only factory trained and certified manufacturer authorized to distribute, repair, replace and install these products. 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 -Water FINANCIAL IMPACT: X Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $789,251.58 $276,086.72 $1,065,338.30 Encumbered / Expended Amount $745,177.23 $0.00 $745,177.23 This item $36,464.28 $276,086.72 $312,551.00 BALANCE $7,610.07 $0.00 $7,610.07 Fund(s): Water Comments: The cost is for a total amount not to exceed $312,551 for five years with $36,464.28 funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Resolution authorizing a five-year service agreement for preventative maintenance and purchase of parts and materials for the plant disinfection system with Environmental Improvement, Inc. of Houston, Texas for a total amount not to exceed $312,551. WHEREAS, Environmental Improvement, Inc. will provide preventative maintenance, inspections, parts and repairs for the Plant Disinfection System located at the O.N. Stevens Water Treatment Plant; WHEREAS, these services, parts and materials are critical in sustaining the plant disinfection 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 are two statutory exceptions for this procurement in Local Government Code, Section 252.022(a) (2) and (a) (7) (D), as this purchase is necessary to preserve or protect the public health and safety of the municipality's residents and these captive replacement parts are available from only one source. 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 preventative maintenance and purchase of parts and materials from Environmental Improvement, Inc., of Houston, Texas, as a sole source purchase necessary to protect the public health and safety of the City's residents, for a total amount not to exceed $312,551. 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 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 SERVICE AGREEMENT NO. 67199 Preventative Maintenance for Plant Disinfection System THIS Preventative Maintenance for Plant Disinfection System Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Environmental Improvements, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Preventative Maintenance for Plant Disinfection System in response to Request for Bid/Proposal No. SS 67199 ("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 Preventative Maintenance for Plant Disinfection System ("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 60 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/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 $312,551.00, 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: Diana Zertuche-Garza Department: Utilities Phone: (361) 826-1827 Email: dianaG@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 001 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 001 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: Diana Zertuche-Garza Title: Contracts/Fund Administrator Address: 13101 Leopard Street, Corpus Christi, Texas 78410 Phone:(361) 826-1827 Fax: (361) 826-4488 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Environmental Improvements, Inc. Attn: Blake Roye Title: Manufacturer's Representative Address:1 183 Brittmoore, Suite 100 Houston, Texas Phone: (713) 461-1111 Fax: (713) 461-1821 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 Name: /A�/e Title: 0-4,41,4i/ Nc/ Sid Date: oZ/.25/i i 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. SS 67199 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 1.1 Attachment A - Scope of Work General Requirements/Background Information A. The Contractor shall provide annual preventative maintenance for the disinfection - chlorination system at the O. N. Stevens Water Treatment Plant as outlined in this Scope of Work. 1.2 Scope of work A. The Contractor will perform preventative maintenance which includes whole system inspection and installation of manufacturer's recommended maintenance parts, testing and calibration of equipment for the Evaporators and Vacuum Regulators. a. The Contractor will disassemble each evaporator and evaluate damage and excessive ware, internal cylinder will be cleaned per manufacturer's recommendations and reassembled with OEM parts provided in manufacturer's PM kits, tested and returned to service. b. The Contractor will disassemble each vacuum regulator, inspect and reassemble with OEM parts as provided in the manufacturer's PM kit, tested and adjusted to manufacturer's specifications. c. The Contractor will examine each filter, piping and valves, repair necessary parts, test and return to service. B. The Contractor will perform preventative maintenance which includes whole system inspection and installation of manufacturer's recommended maintenance parts, testing and calibration of equipment for the Chlorinators and 2" Injectors. a. The Contractor will disassemble each chlorinator and evaluate damage and excessive ware; each diaphragm will be cleaned and replaced if needed. b. The Contractor will recalibrate trimmer valves for maximum vacuum efficiency from each unit and will calibrate automatic controllers to match the rotameter once the preventative maintenance is complete. ATTACHMENT B -BID -PRICING SCHEDULE ITEM DESCRIPTION UNIT QTY TOTAL PRICE 5 Year Maintenance Contract 1 for Preventative Maintenance for EA 5 $109,021.00 Evaporator and Vacuum Regulator 5 Year Maintenance Contract for 2 Preventative Maintenance for EA 5 $104,780.00 Chlorinator and 2" Injector 3 Shipping Allowance for Parts/Materials EA 1 $20,000.00 ITEM DESCRIPTION UNIT QTY % Markup QTY + Markup Total $75,000.00+ 4 Parts/Materials Allowance EA $75,000.00 5% $3,750.00= $78,750.00 TOTAL $312,551.00 Page 1 of 1 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 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 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 - O.N. Stevens Water Filtration Plant Annual Preventative Maintenance on the Chlorination System 11/10/2018 sw Risk Management Valid Through 12/31/2019 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No warranty requirements necessary for this service agreement; Section 8 (B). Warranty is null for this service agreement. AGENDA MEMORANDUM First item for the City Council Meeting of March 19, 2019 Action item for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2cctexas.com (361) 826-3169 Kevin Norton, Director of Utilities KevinNcctexas.com (361) 826-1874 Pipe Repair Clamps Supply Agreement CAPTION: Motion authorizing a three-year supply agreement with Core & Main, LP of Corpus Christi, Texas, for the purchase of pipe repair clamps for a total amount not to exceed $1,067,790. PURPOSE: This is a motion to approve a three-year supply agreement for pipe repair clamps stocked by the City Warehouse and utilized by Water Utilities Department. BACKGROUND AND FINDINGS: These clamps are used to repair cracked, punctured, or broken pipe when it can effectively stop a leak. The Water Utilities Department uses various clamps depending on the size of the break when it can help to avoid larger repairs and cutting pipes. The City Warehouse stocks these clamps so they can be readily available for the department as needed. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received two bids. Staff recommends award to the lowest, responsive, responsible bidder, Core & Main, LP. 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 Water Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $2,800,195.15 $889,825.00 $3,690,020.15 Encumbered / Expended Amount $732,882.30 $0 $732,882.30 This item $177,965.00 $889,825.00 $1,067,790.00 BALANCE $1,889,347.85 $0 $1,889,347.85 Fund(s): Stores Comments: The full contract value is not to exceed $1,067,790 for three years, of which $177,965 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: NICOLE MALAIN BID TABULATION RFB 2056 - PIPE REPAIR CLAMPS FOR WAREHOUSE Page 1 of 1 Core & Main LP Corpus Christi, TX Ferguson Corpus Christi, TX ITEM TY SOI K # DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 1763 2"x7.5" Single band full circle clamp Pipe OD range: 2.35" to 2.63" Mfr#: SB22600023807000 EA 870 $ 47.00 $ 40,890.00 $ 4779 $ 41,577.30 2 1791 2.5"x7.5" Single band full circle clamp Pipe OD Range:2.7"to 3.0" Mfr#: SB22600027507000 EA 150 $ 51.00 $ 7,650.00 $ 51.64 $ 7,746.00 3 17923.70" 3"x12.5" Single band full circle clamp Pipe OD Range:3.46"to Mfr#: $822600035012000 EA 255 $ 92.50 $ 23,587.50 $ 93.73 $ 23,901.15 4 1764 3"x12.5" Single band full circle clamp Pipe OD Range:3.73"to 4.0" Mfr#: SB22600037512000 EA 60 $ 95.50 $ 5,730.00 $ 95.49 $ 5,729.40 5 1847 3.75"X 7.5" Single band full circle clamp OD 3.73" TO 4.0" Mfr#: $822600037507000 EA 135 $ 57.50 $ 7,762.50 $ 57.88 $ 7,813.80 6 1793 4"X12.5" Single band full circle clamp OD 4.45"TO 4.73" Mfr#: SB22600045012000 EA 135 $ 104.00 $ 14,040.00 $ 104.77 $ 14,143.95 7 1765 4"X10" Double band full circle clamp OD 4.74"TO 5.57" Mfr#: SB22700048010000 EA 1050 $ 117.95 $ 123,847.50 $ 119.15 $ 125,107.50 8 1767 4"X30" Double band full circle clamp OD 4.74"TO 5.57" Mfr#: SB22700048030000 EA 30 $ 355.00 $ 10,650.00 $ 353.10 $ 10,593.00 9 1768 6"X10" Double band full circle clamp OD 6.84" TO 7.64" Mfr#: SB22700069010000 EA 1335 $ 133.00 $ 177,555.00 $ 134.46 $ 179,504.10 10 2965 6"X10" Single band full circle clamp OD 7.45" TO 7.85" Mfr#: SB22600074510000 EA 270 $ 106.00 $ 28,620.00 $ 107.06 $ 28,906.20 11 1769 6"X20" Double band full circle clamp OD 6.84" TO 7.64" Mfr#: SB22700069020000 EA 360 $ 275.00 $ 99,000.00 $ 278.84 $ 100,382.40 12 1770 6"X30" Double band full circle clamp OD 6.84" TO 7.64" Mfr#: SB22700069030000 EA 45 $ 415.00 $ 18,675.00 $ 414.05 $ 18,632.25 13 1771 8"X10" Double band full circle clamp OD 8.99" TO 9.79" Mfr#: SB22700090510000 EA 600 $ 148.00 $ 88,800.00 $ 149.37 $ 89,622.00 14 1772 8"X20" Double band full circle clamp OD 8.99" TO 9.79" Mfr#: SB22700090520000 EA 150 $ 305.00 $ 45,750.00 $ 308.70 $ 46,305.00 15 1773 8"X30" Double band full circle clamp OD 8.99" TO 9.79" Mfr#: SB22700090530000 EA 45 $ 458.00 $ 20,610.00 $ 463.27 $ 20,847.15 16 1774 10"X10" Double band full circle clamp OD 11.04" TO 12.24" Mfr#: SB22700111010050 EA 30 $ 219.97 $ 6,599.10 $ 220.60 $ 6,618.00 17 1775 10"X20" Double band full circle clamp OD 11.04" TO 12.24" Mfr#: SB2270111020050 EA 36 $ 438.00 $ 15,768.00 $ 435.81 $ 15,689.16 18 1776 10"X30" Double band full circle clamp OD 11.04" TO 12.24" Mfr#: SB22700111030050 EA 12 $ 657.00 $ 7,884.00 $ 657.72 $ 7,892.64 19 1777 12"X10" Double band full circle clamp OD 13.20" TO 14.00" Mfr#: SB2270132010000 EA 30 $ 219.00 $ 6,570.00 $ 219.32 $ 6,579.60 20 1778 12"X10" Double band full circle clamp OD 13.65" TO 14.85" Mfr#: SB22700136510050 24 $ 243.00 $ 5,832.00 $ 243.30 $ 5,839.20 21 1779 12"X20" Double band full circle clamp OD 13.65" TO 14.85" Mfr#: SB227136520050 EA 15 $ 481.00 $ 7,215.00 $ 481.27 $ 7,219.05 22 1780 12"X20" Double band full circle clamp OD 13.20" TO 14.00" Mfr#: SB2270132020000 �' 24 $ 435.00 $ 10,440.00 $ 434.96 $ 10,439.04 23 1781 12"X30" Double band full circle clamp OD 13.20" TO 14.00" Mfr#: SB22713203000 EA 15 $ 650.00 $ 9,750.00 $ 650.62 $ 9,759.30 24 1782 12"X30" Double band full circle clamp OD 13.65" TO 14.85" Mfr#: SB227136530050 EA 12 $ 721.00 $ 8,65200 $ 721.89 $ 8,66268 25 1783 16"X30" Double band full circle clamp OD 17.15" TO 17.90" Mfr#: $822820171530050 EA 18 $ 1,050.00 $ 18,900.00 $ 1,05030 $ 18,905.40 26 1789 16"X20" Double band full circle clamp OD 18.46" TO 19.21" Mfr#: SB22820184620000 EA 12 $ 718.00 $ 8,616.00 $ 71827 $ 8,61924 27 1787 30"X30" Triple band full circle clamp OD 31.65" TO 32.60" Mfr#: SB22830315030000 EA 9 $ 2,134.00 $ 19,206.00 $ 2,125.02 $ 19,125.18 28 1786 24"X30" Triple band full circle clamp OD 25.70" TO 26.80" Mfr#: SB22830257030000 EA 6 $ 2,005.00 $ 12,030.00 $ 1,995.11 $ 11,970.66 29 1784 20"X20" Double band full circle clamp OD 21.52" TO 22.27" Mfr#: $822820215220000 EA 12 $ 775.00 $ 9,300.00 $ 774.75 $ 9,297.00 30 1785 20"X30" Double band full circle clamp OD 21.52" TO 22.27" Mfr#: $822820215230000 EA 12 $ 1,172.00 $ 14,064.00 $ 1,17228 $ 14,06736 31 1790 24"X30" Double band full circle clamp OD 27.65" TO 28.75" Mfr#: SB22830276530000 EA 6 $ 2,129.80 $ 12,778.80 $ 2,132.08 $ 12,792.48 32 1800EA 4"X7.5" Double band full circle clamp w/1" tap OD 4.44" TO 5.24" Mfr#: SB239045007008 15 $ 117.00 $ 1,755.00 $ 117.50 $ 1,762.50 33 1801 4"X12.5" Double band full circle clamp w/1" tap OD 4.44" TO 5.24" Mfr#: $82390045012008 EA 120 $ 168.00 $ 20,160.00 $ 169.87 $ 20,384.40 34 1802 6"X12.5" Double band full circle clamp w/0.75" tap OD 6.84" TO 7.64" Mfr#: SB2390069012006 EA 150 $ 185.00 $ 27,750.00 $ 187.54 $ 28,131.00 35 1803 6"X12.5" Double band full circle clamp w/1" tap OD 6.84" TO 7.64" Mfr: SB239069012008 EA 150 $ 185.65 $ 27,847.50 $ 187.54 $ 28,131.00 36 1804 6"X12.5" Double band full circle clamp w/1.5" tap OD 6.84" TO 7.64" Mfr#: SB239069012012 EA 21 $ 19575 $ 4,11075 $ 195.77 $ 4,111.17 37 39577 6"X12.5" Double band full circle clamp w/1" tap OD 7.45" TO 85" Mfr#: SB2380074512008 EA 21 $ 155.75 $ 3,270.75 $ 155.83 $ 3,272.43 38 1805EA 8"X12.5" Double band full circle clamp w/ 0.75" tap OD 8.99" TO 9.79" Mfr#: SB239090512006 24 $ 202.75 $ 4,866.00 $ 202.89 $ 4,86936 39 18069.79" 8"X12.5" Double band full circle clamp w/ 1" tap OD 8.99" TO Mfr#: SB239090512008 EA 60 $ 202.75 $ 12,165.00 $ 204.95 $ 12,297.00 40 18079 8"X12.5" Double band full circle clamp w/ 1" tap OD 8.99" TO 79" Mfr#: SB239090512012 EA 15 $ 213.00 $ 3,195.00 $ 213.02 $ 3,195.30 41 1745 2"X7.5" Single band full circle collar leak clamp OD 2.35" TO 2.63" Mfr#: $8229023807000 EA 150 $ 53.50 $ 8,025.00 $ 54.30 $ 8,145.00 42 1746 2.5"X7.5" Single band full circle collar leak clamp OD 2.7" TO 3.0" Mfr#: SB229027507000 EA 75 $ 55.80 $ 4,185.00 $ 5637 $ 4,22775 43 17473.70" 3"X7.5" Single band full circle collar leak clamp OD 3.46" TO Mfr#: $8229035007000 EA 60 $ 61.50 $ 3,690.00 $ 62.16 $ 3,729.60 1748 4"X7.5" Single band full circle collar leak clamp OD 4.5 AM*:44 SB22900045007000 EA 60 $ 6930 $ 4,158.00 $ 70.04 $ 4,20240 45 3897 14"X20" Full circle clamp OD 15.07" TO 15.82 Mfr#: SB228000150720000 EA 6 $ 655.00 $ 3,930.00 $ 651.73 $ 3,910.38 46 3906 18"X20" Full circle clamp OD 19.23" TO 19.98 Mfr#: SB228000192320000 EA 6 $ 731.60 $ 4,389.60 $ 727.94 $ 4,367.64 47 1766 4"X20" Double band full circle clamp OD 4.74"T05.57" Mfr#: SB2270004802000 EA 180 $ 264.00 $ 47,520.00 $ 267.64 $ 48,175.20 TOTAL $ 1,067,790.00 $ 1,077,199.32 Page 1 of 1 SUPPLY AGREEMENT NO. 2056 Pipe Repair Clamps THIS Pipe Repair Clamps Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Core & Main LP ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Pipe Repair Clamps in response to Request for Bid No. 2056 ("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 Pipe Repair Clamps 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 $1,067,790.00, 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: Lydia Olivarez Department: Finance Department Phone: 361-826-1990 Email: 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 001 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, 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: Lydia Olivarez Management Aide Address: 5352 Ayers, Bldg 6, Corpus Christi, Texas 78415 Phone: 361-826-1990 Fax: 361-826-1690 IF TO SUPPLIER: Core & Main LP Attn: Loren Miller District Manager South Texas Address: 6941 Leopard Street, Corpus Christi, Texas 78409 Phone: 361-289-1388 Fax: 361-289-2660 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: L o re n { • t (e r Title: D ; sf'rt cit- Mcver Date: i q r�P�6 #,i _ GGD 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. 2056 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 1.1 Attachment A: Scope of Work General Requirements/Background Information The Contractor shall provide Smith Blair brand pipe repair clamps for the City's Warehouse as outlined in this Scope of Work. The use of repair clamps reduces the amount of time water services will be interrupted. During Peak Demands (Spring, Summer, Fall) and higher than normal temperatures with shifting soils around the City is causing older water line infrastructure to break at weak points along the pipe. Depending upon the type of break, fracture, or hole on the water line, the City's Utilities crews use a clamp mechanism that will properly and effectively seal and stop the leaking water line. These repair clamps will be using to restock City's Warehouse. 1.2 Scope of Work A. The Contractor shall provide Smith Blair brand repair clamps of various sizes. B. The Contractor will cross reference the City's stock number listed on the contract pricing schedule. The City agrees not to change the stock numbers assigned to each item for the duration of the contract. 1.3 Contractor Quality Control and Superintendence All repair clamps will be defect free, properly packed and shipped to ensure a safe delivery. 1.4 Special Instructions A. Delivery 1. City will place an order on as needed basis. 2. Supplier shall ship the materials within 2 weeks' of received order to the City Warehouse, located at 5352 Ayers St. Building 6, Corpus Christi, Texas 78415. 3. All contract prices are F.O.B. destination, inside delivery to the City of Corpus Christi Facility, freight prepaid. 4. Supplier must send Technical data sheet along with the delivery of the material. City will not accept the products that do not conform specifications. 5. If any items found defective, unusable or inoperable to the condition, Supplier shall arrange return shipment or shipping charge will be reimbursed from the invoice. 6. Contractor understands and agrees that the City may, at its discretion, cancel any backorders due to the Contractor's inability to deliver the product within the set time frame. Page 1 of 2 7. Cancellations shall be in writing and sent to Contractor by email, fax or mail. 8. No restocking fee or payment of any kind shall be owed for orders cancelled due to Contractor's inability to meet the deadline delivery date. B. Defective Goods Contractor shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. Page 2 of 2 Attachment B: Bid/Pricing Schedule 0° s°11 > �iI� CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2056 Pipe Repair Clamps PAGE 1 OF 5 �^ -"''r "0.,,p , 1852 Date: February 6, 2019 Bidder: Authorized Core & Main Signature: i/PiGv AA-- I -KA HD Supply WaterWorks 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 City Description UNIT QTY Unit Total Stock # Price Price 1 1763 2"x7.5" Single band full circle EA 870 $ $ clamp 47.00 40,890.00 Pipe OD range :2.35" to 2.63" Mfr#: SB22600023807000 2 1791 2.5"x7.5" Single band full circle EA 150 $ $ clamp 51.00 7,650.00 Pipe OD Range:2.7"to 3.0" Mfr#: SB22600027507000 3 1792 3"x12.5" Single band full circle EA 255 $ $ clamp 92.50 23,587.50 Pipe OD Range:3.46"to 3.70" Mfr#: SB22600035012000 4 1764 3"x12.5" Single band full circle EA 60 $ $ clamp 95.50 5,730.00 Pipe OD Range:3.73"to 4.0" Mfr#: S822600037512000 5 1847 3.75"X 7.5" Single band full EA 135 $ $ circle clamp 57.50 7,762.50 OD 3.73" TO 4.0" Mfr#: SB22600037507000 6 1793 4"X12.5" Single band full circle EA 135 $ $ clamp 104.00 14,040,00 OD 4.45"TO 4.73" Mfr#: SB22600045012000 7 1765 4"X10" Double band full circle EA 1050 $ $ clamp 117.95 123,847.50 OD 4.74"TO 5.57" Mfr#:SB22700048010000 8 1767 4"X30" Double band full circle EA 30 $ $ clamp 355.00 10,650.00 OD 4.74"TO 5.57" Mfr#: SB22700048030000 9 1768 6"X10" Double band full circle EA 1335 $ $ clamp 133.00 177,555.00 OD 6.84" TO 7.64" Mfr#: SB22700069010000 10 2965 6"X10" Single band full circle EA 270 $ $ clamp 106.00 28,620.00 OD 7.45" TO 7.85" Mfr#: S 622600074510000 11 1769 6"X20" Double band full circle EA 360 $ $ clamp 275.00 99,000.00 OD 6.84" TO 7.64" Mfr#: SB22700069020000 12 1770 6"X30" Double band full circle EA 45 $ $ clamp 415.00 18,675.00 OD 6.84" TO 7.64" Mfr#: SB22700069030000 13 1771 8"X10" Double band full circle EA 600 $ $ clamp 148.00 88,800.00 OD 8.99" TO 9.79" Mfr#: SB22700090510000 14 1772 8"X20" Double band full circle EA 150 $ $ clamp 305.00 45,750.00 OD 8.99" TO 9.79" Mfr#: SB22700090520000 15 1773 8"X30" Double band full circle EA 45 $ $ clamp 458.00 20,610.00 OD 8.99" TO 9.79" Mfr#: SB22700090530000 Page 2 of 5 16 1774 10"X10" Double band full EA 30 $ $ circle clamp OD 11.04" TO 219.97 6,599.10 12.24" Mfr#: SB22700111010050 17 1775 10"X20" Double band full EA 36 $ $ circle clamp 438.00 15,768.00 OD 11.04" TO 12.24" Mfr#: SB2270111020050 18 1776 10"X30" Double band full EA 12 $ $ circle clamp 657.00 7,884.00 OD 11.04" TO 12.24" Mfr#: S B22700111030050 19 1777 12"Xl0" Double band full EA 30 $ $ circle clamp 219.00 6,570.00 OD 13.20" TO 14.00" Mfr#: SB2270132010000 20 1778 12"X10" Double band full EA 24 $ $ circle clamp 243.00 5,832.00 OD 13.65" TO 14.85" Mfr#: SB22700136510050 21 1779 12"X20" Double band full EA 15 $ $ circle clamp 481.00 7,215.00 OD 13.65" TO 14.85" Mfr#: S8227136520050 22 1780 12"X20" Double band full EA 24 $ $ circle clamp 435.00 10,440.00 OD 13.20" TO 14.00" Mfr#: SB2270132020000 23 1781 12"X30" Double band full EA 15 $ $ circle clamp 650.00 9,750.00 OD 13.20" TO 14.00" Mfr#: SB22713203000 24 1782 12"X30" Double band full EA 12 $ $ circle clamp 721.00 8,652.00 OD 13.65" TO 14.85" Mfr#: SB227136530050 25 1783 16"X30" Double band full EA 18 $ $ circle clamp 1,050.00 18,900.00 OD 17.15" TO 17.90" Mfr#: SB22820171530050 26 1789 16"X20" Double band full EA 12 $ $ circle clamp 718.00 8,616.00 OD 18.46" TO 19.21" Mfr#: S822820184620000 Page 3 of 5 27 1787 30"X30" Triple band full circle clamp OD 31.65" TO 32.60" Mfr#: SB22830315030000 EA 9 $ 2,134.00 $ 19,206.00 28 1786 24"X30" Triple band full circle clamp OD 25.70" TO 26.80" Mfr#: S822830257030000 EA 6 $ 2,005.00 $ 12,030.00 29 1784 20"X20" Double band full circle clamp OD 21.52" TO 22.27" Mfr#: S 822820215220000 EA 12 $ 775.00 $ 9,300.00 30 1785 20"X30" Double band full circle clamp OD 21.52" TO 22.27" Mfr#: SB22820215230000 EA 12 $ 1,172.00 $ 14,064.00 31 1790 24"X30" Double band full circle clamp OD 27.65" TO 28.75" Mfr#: SB22830276530000 EA 6 $ 2,129.80 $ 12 778.80 ' 32 1800 4"X7.5" Double band full circle clamp w/1" tap OD 4.44" TO 5.24" Mfr#: SB239045007008 EA 15 $ 117.00 $ 1,755.00 33 1801 4"X12.5" Double band full circle clamp w/1" tap OD 4.44" TO 5.24" Mfr#: SB2390045012008 EA 120 $ 168.00 $ 20,160.00 34 1802 6"X12.5" Double band full circle clamp w/0.75" tap OD 6.84" TO 7.64" Mfr#: SB2390069012006 EA 150 $ 185.00 $ 27,750.00 35 1803 6"X12.5" Double band full circle clamp w/1" tap OD 6.84" TO 7.64" Mfr: SB239069012008 EA 150 $ 185.65 $ 27,847.50 36 1804 6"X12.5" Double band full circle clamp w/1.5" tap OD 6.84" TO 7.64" Mfr#: SB239069012012 EA 21 $ 195.75 $ 4,110.75 37 3957 6"X12.5" Double band full circle clamp w/1" tap OD 7.45" TO 7.85" Mfr#: SB2380074512008 EA 21 $ 155.75 $ 3,270.75 38 1805 8"X12.5" Double band full circle clamp w/ 0.75"tap OD 8.99" TO 9.79" Mfr#: SB239090512006 EA 24 $ 202.75 $ 4,866.00 Page 4 of 5 39 1806 8"X12,5' Double band full EA 60 $ $ circle clamp w/ 1"tap 202.75 12,165.00 OD 8.99" TO 9.79" Mfr#: S8239090512008 40 1807 8"X12.5" Double band full EA 15 $ $ circle clamp w/ 1"tap OD 213.00 3,195.00 8.99" TO 9.79" Mfr#: S8239090512012 41 1745 2"X7.5" Single band full circle EA 150 $ $ collar leak clamp 53.50 8,025.00 OD 2.35" TO 2.63" Mfr#; S8229023807000 42 1746 2.5"X7.5" Single band full EA 75 $ $ circle collar leak clamp 55.80 4,185,00 OD 2.7" TO 3.0" Mfr#: S13229027507000 43 1747 3"X7:5" Single band full circle EA 60 $ $ collar Leak clamp 61.50 3,690.00 OD 3.46" TO 3.70" Mfr#: SB229035007000 44 1748 4"X7.5" Single band full circle EA 60 $ $ collar leak clamp 69.30 4,158.00 OD4.5 Mfr#: S822900045007000 45 3897 14"X20" Full circle clamp EA 6 $ $ OD 15.07" TO 15.82 Mfr#: S8228000150720000 655.00 3,930.00 46 3906 18"X20" Full circle clamp EA 6 $ $ OD 19.23" TO 19.98 Mfr#: S13228000192320000 731.60 4,389.60 47 1766 4"X20" Double band full circle EA 180 $ $ clamp 264.00 47,520.00 OD 4.74"T05.57" Mfr#: S82270004802000 Total $1,067,790.00 F in h mas;44441 Page 5 of 5 et, Attachment C: Insurance Requirements Section 5 is null 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 March 19, 2019 Action Item for City Council Meeting of March 26, 2019 DATE: March 19, 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 Service Agreements for Recap Tire Repairs for Asset Management CAPTION: Resolution authorizing two, one-year service agreements for recap tire repairs with Beasley Tire Service -Houston Inc of Houston, Texas and The Goodyear Tire and Rubber Company of Akron, Ohio for the total combined amount not to exceed $127,637.40 with two, one-year options for a total potential multi-year amount of $382,912.20. Beasley Tire Service -Houston Inc. Houston, Texas $69,557.40 PURPOSE: The Goodyear Tire and Rubber Company Akron, Ohio $58,080.00 This item is to approve the service for recap tire repairs for Fleet Maintenance a division of Asset Management. BACKGROUND AND FINDINGS: The Fleet Maintenance Division has the need for recap tire repair service. The service agreements will enable the Fleet Maintenance Division to meet the high demand for repairs of recap tires and keep up with the City's Vehicle Fleet Operation. This service agreement will also allow the contractors to perform recap tire repairs in a timely manner. The Purchasing Division conducted a competitive RFB process to obtain bids. The City received four bids and one no bid. The bid indicated a primary and secondary award to provide for a backup contractor in the event the primary Contactor is unable to provide the service on a timely manner as indicated. An estimated 60/40 percentage split was used to determine the value of the contracts. Staff recommends award to Beasley Tire Service -Houston Inc. as the primary contractor and Goodyear Tire and Rubber Company as the secondary contractor. 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: Fleet Maintenance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $3,549,131.00 $315,704.20 $3,864,832.20 Encumbered / Expended Amount $1,109,287.73 .00 $1,109,287.73 This item $67,208.00 $315,704.20 $382,912.20 BALANCE $2,372,635.27 .00 $2,372,635.27 Fund(s): Fleet Maint. Svc. Comments: The initial contract is for an amount not to exceed $127,637.40 for one year, with an estimated expenditure of $67,208.00 funded in FY2018-19. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Resolution City of Corpus Christi Purchasing Division Buyer: Minerva Alvarado Bid Tabulation RFB No. 1904 Recap Tire Repair for Fleet Maintenance Total $115,929.00 $145,200.00 $148,500.00 $181,500.00 Beasley Tire Service Houston, TX Goodyear Core & Rubber Akron, OH Southern Tire Mart Columbia, MS E.B. Creager Corpus Christi, TX Item Description Unit QTY Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Recap Tire Repair Ea 1,100 $105.39 $115,929.00 $132.00 $145,200.00 $135.00 $148,500.00 $165.00 $181,500.00 Total $115,929.00 $145,200.00 $148,500.00 $181,500.00 SERVICE AGREEMENT NO. 2049 Recap Tire Repair for Fleet Maintenance THIS Recap Tire Repair for Fleet Maintenance Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Beasley Tire Service ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Recap Tire Repair for Fleet Maintenance in response to Request for Bid/Proposal No. 1904 ("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 Recap Tire Repair for Fleet Maintenance ("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 1 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 $69,557.40, 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 Asset Management 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 001 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 promptly at no charge to the City. If prompt 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 001 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 Klubertanz Operations Manager 5325 Ayers St., Building 3-B, Corpus Christi, Texas 78415 Phone: 361-826-1903 Fax: 361-8296-4394 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Beasley Tire Service Attn: Robert Beasley, Sr. President 11802 Eastex Freeway, Houston, Texs 77039 Phone: 281-449-2365 Fax: 281-449-7239 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, REASONABLE ATTORNEYS' FEES AND EXPERT WITNESS FEES, TO THE EXTENT THAT SUCH CLAIMS ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT BY THE SUPPLIER OR RESULT 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 REASONABLE 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 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 Name: Robert Beasley Title: President Date: 01/15/2019 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. 2049 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 recap tire repairs on 11R22.5 tires for the Fleet Maintenance Department on an as needed basis. A primary and secondary contractor will be awarded the contract. 2. Scope of Work A. Contractor shall recap, repair, and deliver casings on an "as needed basis". B. Contractor shall include all repairs in the price of the recap. Repairs include spot repair, section repair, bead repair and nail hole repairs. C. Contractor shall go through casings that are not mounted on rims. D. Contactor shall make sure casing is not older than four years of the DOT date code. E. Contractor shall cap the casing no more than two times. F. Caps must be an open shoulder design. G. Recap casing must by 16 ply. H. Recap tread depth must be a minimum of 18/32" on the cap. I. Casings that do not pass will be returned to the City Service. J. Contractor shall have recaps repaired within two weeks from the time they pick up casings. K. Contractor must be able to store completed recapped tires at their locations until requested by department. L. Contractor may provide stocked recaps if they are provided at the same cost as repair. 3. Work Site and Conditions A. Contractor shall pick up casings at the City Service Center, located at 5352 Ayers St., 3-B, Corpus Christi, Texas. Page 1 of 2 B. Contractor will be given a schedule for casing pickup. Contractors shall pick up casings on their scheduled time only. C. Contractor shall check in with any City employee at the Parts Counter to inform them that Contractor is picking up the casings outside. 4. 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 Attachment B: Bid/Pricing Schedule Date: 11/29/2018 CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 1904 Recap Tire Repair for Fleet Maintenance Bidder:_ Beasley Tire Service Authorized Signature: 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. R Description 1 Recap Tire Repair UNIT QTY EA 1100 Total Pd 105.39 115, 929.00 Unit Price alai T 115,929.00 RFB was bid out awarding primary and secondary Contractor. This Contractor is primary to the contract. ce 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 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 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 Page 2 of 3 • 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. 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 Delivery of Recapped Casings - Tires 08/28/2018 sw Risk Management Valid Through 12/31/2018 No Bond required for this service. Page 3 of 3 Attachment D: Warranty Requirements 1. Goodyear premium casings in Size 11R22.5 will be warranted for covered warranty conditions for an unlimited number of retreads up to seven years from new tire manufacture or new tire purchase. All Goodyear premium casings beyond seven years from date of new tire manufacture or new tire purchase, if proof of purchase is available, are excluded from coverage by the warranty. 2. Dunlop premium casings is size 11R22.5 will be warranted for covered warranty conditions for an unlimited number of retreads up to six years from new tire manufacture or new tire purchase. All Dunlop premium casings beyond six years from date of new tire manufacture or new tire purchase, if proof of purchase is available, are excluded from coverage by this warranty. Page 1 of 1 SERVICE AGREEMENT NO. 1904 Recap Tire Repair for Fleet Maintenance THIS Recap Tire Repair for Fleet Maintenance Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and The Goodyear Tire & Rubber Company ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Recap Tire Repair for Fleet Maintenance in response to Request for Bid/Proposal No. 1904 ("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 Recap Tire Repair for Fleet Maintenance ("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 12 -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 $58,080.00, 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 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 Asset Management 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. The City must be named as an additional insured on automobile policies. 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. 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 promptly at no charge to Service Agreement Standard Form Page 2 of 7 the City. If prompt 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 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 Service Agreement Standard Form Page 3 of 7 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 Klubertanz Operations Manager 5325 Ayers St., Building 3-B, Corpus Christi, Texas 78415 Phone: 361-826-1903 Fax: 361-8296-4394 Service Agreement Standard Form Page 4 of 7 IF TO CONTRACTOR: The Goodyear Tire & Rubber Company Attn: Brent B. Strandberg General Manager Operations 200 Innovation Way, Akron, Ohio 44316 Phone: 330-796-3782 Fax: 330-796-4276 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, REASONABLE ATTORNEYS' FEES AND EXPERT WITNESS FEES, TO THE EXTENT THAT THEY ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT BY 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 IN HIS/HER REASONABLE DISCRETION, AND PAY ALL REASONABLE 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 Service Agreement Standard Form Page 5 of 7 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 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 1 Signature: (41('42 Printed Name: Gerald F. Payne Director Sales and Operations Title: Goodyear Commercial Tire & Service Centers Date: / • 3 /7 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division Date: APPROVED AS TO LEGAL FORM: Assistant City 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 Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1904 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Attachment A: Scope of Work 1. General Requirements/Background Information The Contractor shall provide recap tire repairs on 11R22.5 tires for the Fleet Maintenance Department on an as needed basis. A primary and secondary contractor will be awarded the contract. 2. Scope of Work A. Contractor shall recap, repair, and deliver casings on an "as needed basis". B. Contractor shall include all repairs in the price of the recap. Repairs include spot repair, section repair, bead repair and nail hole repairs. C. Contractor shall go through casings that are not mounted on rims. D. Contactor shall make sure casing is not older than four years of the DOT date code. E. Contractor shall cap the casing no more than two times. F. Caps must be an open shoulder design. G. Recap casing must by 16 ply. H. Recap tread depth must be a minimum of 18/32" on the cap. I. Casings that do not pass will be returned to the City Service. J. Contractor shall have recaps repaired within two weeks from the time they pick up casings. K. Contractor must be able to store completed recapped tires at their locations until requested by department. L. Contractor may provide stocked recaps if they are provided at the same cost as repair. 3. Work Site and Conditions A. Contractor shall pick up casings at the City Service Center, located at 5352 Ayers St., 3-B, Corpus Christi, Texas. Page 1 of 2 B. Contractor will be given a schedule for casing pickup. Contractors shall pick up casings on their scheduled time only. C. Contractor shall check in with any City employee at the Parts Counter to inform them that Contractor is picking up the casings outside. 4. 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 Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 1904 Recap Tire Repair for Fleet Maintenance PAGE 1 OF 1 Date: t an The Goodyear Tire 8 Rubber Com Authorized 810N Bidder: Company Signature: �. <in-r—R Brent B. Strandberg General Manager Operafiq Goodyear Commercial The & Service Centers •••.7 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 Description UNIT QTY Unit Price Total Price 1 Recap Tire Repair EA 1100 5I32.00 .41:32108040- 41 $145,200.00 $145,200.00 Total +2O_�.— RFB was bid out awarding primary and secondary Contractor. This Contractor is secondary to the contract. $145,200, 00 &z/ GFP INITIAL GFP INITIAL 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 Contract Administrator one (1) copy of Certificates of Insurance 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 Auto Liability policies. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including insurance or self- insurance coverage: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability $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 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 Page 1 of 3 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 prior to 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 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; 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 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. Page 2 of 3 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 Purchasing Delivery of Recapped Casings - Tires 01/16/2019 sw Risk Management Bond is not required for this service. Page 3 of 3 Attachment D: Warranty Requirements 1. Goodyear premium casings in Size 11R22.5 will be warranted for covered warranty conditions for an unlimited number of retreads up to seven years from new tire manufacture or new tire purchase. All Goodyear premium casings beyond seven years from date of new tire manufacture or new tire purchase, if proof of purchase is available, are excluded from coverage by the warranty. 2. Dunlop premium casings is size 11R22.5 will be warranted for covered warranty conditions for an unlimited number of retreads up to six years from new tire manufacture or new tire purchase. All Dunlop premium casings beyond six years from date of new tire manufacture or new tire purchase, if proof of purchase is available, are excluded from coverage by this warranty. Page 1 of 1 Resolution authorizing two, one-year service agreements for recap tire repairs with Beasley Tire Service -Houston Inc of Houston, Texas and The Goodyear Tire and Rubber Company of Akron, Ohio for the total combined amount not to exceed $127,637.40 with two, one-year options for a total potential multi-year amount of $382,912.20. WHEREAS, recap tire repairs will be provided for Fleet Department; WHEREAS, the City received four bids and one no bid for the recap tire repairs in response to RFB 1904 of which primary and secondary bidders with the lowest responsive, responsible bids may be awarded the recap tire repair service; WHEREAS, the lowest responsive, responsible bidder is Beasley Tire Service - Houston Inc. of Houston, Texas, in the amount of $69,557.40; WHEREAS, the next lowest responsive, responsible bidder is Goodyear Tire & Rubber Company of Akron, Ohio, in the amount of $58,080.00; WHEREAS, state law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, state law provides that, if the competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded to the lowest responsive, responsible bidder or to the bidder that provides the best value, pursuant to Texas Local Government Code §252.043(a); and WHEREAS, in the event that either bidder fails to execute the contract for the awarded item or fails to perform under a contract for any awarded items, the City Manager, or designee, is authorized to execute a contract for the remainder of the contract term with the next lowest bidder, in succession, in order to secure replacement recap tire repair services. 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 the primary service agreement with Beasley Tire Service -Houston Inc. of Houston, Texas, in the amount of $69,557.40. Section 3. The City Manager, or designee, is authorized to execute the secondary service agreement with Goodyear Tire & Rubber Company of Akron, Ohio, in the amount of $58,080.00. Section 4. in the event that either bidder fails to execute the contract for the awarded item or fails to perform under a contract for any awarded items, the City Manager, or designee, Page 1 of 2 is authorized to execute a contract for the remainder of the contract term with the next lowest bidder, in succession, in order to secure replacement recap tire repair services. 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 Joe McComb Mayor Page 2 of 2 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 19, 2019 Action Item for the City Council Meeting of March 26, 2019 DATE: February 18, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department ninam@cctexas.com (361) 826-3276 Outside the city limits water contracts for River Edge Village - Phase 1 Subdivision CAPTION: Resolution authorizing outside city limits water contracts for River Edge Village - Phase 1 Subdivision. PURPOSE: The City Council is required to approve the outside city limits water contract before the contracts for such service can become effective. The City Manager or designee is authorized to execute water service contracts. RECOMMENDATION: Approval of the resolution authorizing the City Manager or designee to enter into outside city limits water contracts with property owners of up to 61 lots in River Edge Village Phase 1 subdivision to provide public water to their respective properties located outside the city limits pursuant to Section 55-113 of the City Code of Ordinances. BACKGROUND AND FINDINGS: Section 55-111 of the Code of Ordinances requires a written service contract between the City and all owners and record mortgagees and lienholders of such property. The property owner, Saratoga Oaks Apartments, LLC, is proposing to build homes on several tracts of land outside the city limits. Saratoga Oaks Apartments, LLC owns properties known as River Edge Village - Phase 1, Block 1, Lots 1-28; Block 2, Lots 1-3; Block 5, Lots 1-15; Block 7 Lots 1-15, and Block 9 Lot 1. When River Edge Village Phase 1 subdivision was constructed, public waterline was extended to the area and made available to the properties within River Edge Village Phase - 1 Subdivision. In order to obtain public water, the property owners must comply with the following requirements: a. Enter into a written service contract with the City; b. Submit building plans that are in compliance with all city codes and obtain all city permits as if the property were within the City limits; and c. Allow inspections of all such building construction. Water connection will not be approved until after the water service contract has been approved and recorded in the Nueces County records. Pursuant to the requirements of the water service contract, construction of homes may only occur in compliance with City regulations, including building construction permit requirements, as though the property were inside the City. River Edge Village - Phase 1 Subdivision was approved by the Planning Commission on April 04, 2018 and recorded in the Nueces County map records on January 25, 2019. River Edge Village - Phase 1 Subdivision is located west of County Road 33 between Farm to Market Road 763 and County Road 33. As part of the development of the subdivision, a waterline was extended from west of CR 33 and north of FM 43 to the subdivision in order to provide public water to the proposed lots. River Edge Village - Phase 1 Subdivision contains 61 lots. In accordance with Section 55-113 of the Code of Ordinances, the Council would be required to approve each contract for all of the properties. In order to expedite contract execution, the City Council authorizes the City Manager or designee to execute the remaining water service contracts within the subdivision. Staff recommends City Council approve authorizing the City Manager or designee to enter into outside city limits water contracts with the property owners to provide public water to their property located outside the city limits. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Section 55-111 of the City Code requires City Council approval of outside -City -limits water contracts. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 11It 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: Resolution OCL Water Contract Exhibit A — Location Map Resolution authorizing outside city limits water contracts for River Edge Village - Phase 1 Subdivision BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Council authorizes the City Manager or designee to enter into outside city limits water contracts with property owners of up to 61 lots in River Edge Village - Phase 1 Subdivision to provide city water to their respective properties located outside the city limits pursuant to Chapter 55, Article VIII of the City Code of Ordinances. 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 Pagel of 1 STANDARD FORM CONTRACT FOR PROVIDING WATER WHERE PROPERTY IS SITUATED PARTLY OR WHOLLY BEYOND CITY LIMITS STATE OF TEXAS COUNTY OF NUECES Whereas, contracts for water service outside the city limits which include a new water connection must receive approval by the city council before the contract for such service can become effective pursuant to Corpus Christi Code 55-113; and Whereas, the city manager or designated representative is authorized to execute water service contracts meeting all of the requirements contained in Chapter 55, Article VIII of the Corpus Christi Code when no additional service connection is involved or the contract is for temporary water service for a period of not more than one (1) year or for consumption of less than ten -acre feet of water during the entire contract term . THIS CONTRACT AND AGREEMENT made and entered into an original by and between Saratoga Oaks Apartments, LLC., (Owner), whose address 8026 Bar Le Doc Corpus Christi, Texas 78414, Charter Bank (Lienholder) whose address is P.O. Box 10306, Corpus Christi, Texas 78460 and the City of Corpus Christi, Texas ("City"), a home rule city of more than 250,000 population, a municipal corporation and body politic under the laws of the State of Texas, of 1201 Leopard Street, Corpus Christi, Texas 78401, County of Nueces, State of Texas, for good and valuable consideration in hand received by the parties respectively and upon the covenants and conditions hereafter stated: WITNESSETH: I. Owner is owner in fee simple and of all existing rights, titles and interests therein of all the following described property located in Nueces County, Texas, which is situated partly or wholly beyond the corporate limits of the City of Corpus Christi, and further, the property is not principally used for port -related industry, as defined by Section 55-111, as amended, Code of Ordinances, City of Corpus Christi, and is generally delineated on the map attached to this contract and marked "Exhibit A" and being more particularly described as follows, to -wit: Lots One (1), Two (2),Three (3),Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), Twenty (20),Twenty-one (21), Twenty-two (22), Twenty-three (23), Twenty-four (24), Twenty-five (25), Twenty-six (26), Twenty-seven (27), Twenty-eight (28), Block One (1), River Edge Village - Phase 1 Subdivision. Lots One (1), Two (2), Three (3) Block Two (2), River Edge Village - Phase 1 Subdivision. Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Block Five (5), River Edge Village - Phase 1 Subdivision. Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Block Seven (7), River Edge Village - Phase 1 Subdivision. Page 1 of 4 Lot One (1), Block Nine (9), River Edge Village - Phase 1 Subdivision. II. City agrees to deliver City water to such property or to waterlines on the property, under rules and regulations promulgated and authorized by Sections 55-111 as amended, of the Code of Ordinances, City of Corpus Christi. III. Owner and Lien Holder agree to construct all improvements on such property under all City codes and regulations and to obtain all City technical construction permits as though the property were inside the City. Owner and Lien Holder consent to inspections of all of such construction of duly authorized inspectors or representatives of City departments charged with enforcement of the codes and regulations. Owner and Lien Holder agree that, as to any improvements, the applicable codes and regulations are those codes and regulations that are in effect at the time of commencement of the improvements. IV. All connections to the City water system are subject to the same rules and regulations regarding standards of delivery of water service, including installation and disconnections for failure to pay charges, as consumers within the City limits. V. IT IS AGREED by and between the parties hereto that all of the above conditions shall be binding upon the successors and assigns of the said Owner and each of them, if multiples, and constitutes a covenant running with the land. WITNESS OUR HAND this 2L 'day of Rha ER: Saratoga Oaks Apartments, LLC. Hossein:`'':' ghasi, Member STATE OF TEXAS COUNTY OF NUECES , 2019. This instrument was acknowledged before me on this theadday of Q1&. , 2019, by Hossein Mostaghasi, Member, Saratoga Oaks Apartments, LLC. 2-'6(.!; . ." � •'.� ID# 12465834-3 ykx * = Notary Public STATE OF TEXAS My Comm. Exp. 08-22-2019 YVONNE MUNOZ Nota P 'bli, State of T Page 2 of 4 LIENHOLDER: Charter Bank .. (N. r---. , Raleigh CosbySr. Vice President STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on this the day of `1' CiRai 2019, by Raleigh Cosby, Sr. Vice President, Charter Bank PAULA ROD My Notary ID # 4164031 Expires April 15,2023 d9 Notary Public, State of Texas Page 3 of 4 City of Corpus Christi: ATTEST: By: By: Rebecca Huerta Nina Nixon -Mendez, FAICP City Secretary Director of Development Services STATE OF TEXAS COUNTY OF NUECES § § This instrument was acknowledged before me on this day of 2019, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. STATE OF TEXAS COUNTY OF NUECES § § Notary Public, State of Texas This instrument was acknowledged before me on this day of 2019, by Nina Nixon -Mendez, FAICP, Director of Development Services Department, of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: day of , 2019. Buck Brice Assistant City Attorney for the City Attorney Page 4 of 4 742500000975 I 1 T' l (CR:261 028600500200 028600500200 028600400000 _SEBASTION_ 028600500300 028600500300 028600500000 CAITLYN River Edge Village // Phase One 425000020001 425000020100 028600400000 028600400101 425000030405 028600400103 425000030100 0 0.05 0.1 0.2 0.3 Miles Corpus, Christi Exhibit "A" N Water Contract Location Map r A Page 5 of 5 Subject Parcel City Limits Date Created: 2/8/2019 Prepared By: Lawrence Depanment of Development Services File: K:IDevelopmentSvcsISHAREDIG/S ProJectslCases12019WaterContractsl River Edge Village Phase One Projected Coordinate System: NAD_1983_StatePlane_Texas_South_FIPS_4205_Feet Projection: Lamben_Conformal_Conlc Outside City Limits Water Contracts River Edge Village — Phase 1 (1400 Block of FM 43) City Council Presentation March 19, 2019 Vicinity Map River Edge %fitLime Phase One Aerial Map Plat of River Edge Village Phase -1 Staff Recommendation Approval AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: February 12, 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 3202 Interstate 69 CAPTION: Case No. 0219-01 Walker Holdings and Development, LLC: Request for rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District. PURPOSE: The purpose of this item is to allow for the construction of single-family homes. RECOMMENDATION: Planning Commission and Staff Recommendation (February 6, 2019): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -6" Single - Family 6 District. Vote Results: For: 9 Opposed: 0 Absent: 0 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 -6" Single -Family 6 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 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 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0219-01 Walker Holdings and Development, LLC: Ordinance rezoning property at or near 3202 Interstate 69 from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Walker Holdings and Development, 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, February 6, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District and on Tuesday, March 19, 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 Walker Holdings and Development, 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 117.291 acre tract of land, more or less, a portion of Gregorio Farias Grant, Abstract 592, Nueces County, Texas, and being a portion of a 160.62 acre tract of land described by deed recorded at Document no. 2002040593, located on the east side of Interstate 69, south of County Road 52, and north of the City Limits (the "Property"), from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District (Zoning Map No. 066049), 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\0219-01 Walker Holdings and Development, LLC\Council Documents\Ordinance_0219-01 Walker Holdings and Development, LLC.docx Page 2 of 7 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 7 Mcaa- Bnts.Ia.. Pf..R.PLS. NITON M. WI -_:x. P.E..RP..S. www.bass-weh-h.com e-mail: nixm=e1 • amai:.com Exhibit A BASS & WELSH ENGINEERING P.O. Box 6397 Corpus Christi, TX 75466-6397 STATE OF TEXAS COUNTY OF NUECES 3031 S. ALAMEDA. zIr 73404 Px. 361 332-3321-- FAX 361 U2-1263 e-mail: murrayjr01(aol.com October 29. 2018 18036-MEB.doc Description of a 117-291 acre tract of land, more or less, a portion of Gregorio Fans Grant, Abstract 592. Nueces County, Texas, and being a portion of a 160.62 acre tract of land described by deed recorded at Document no. 2002040593, Official Records of said county, said 117.301 acre tract of land as further described by metes and bounds as follow BEGINNING at a 5:8" iron rod found at the northwest corner of MER Subdivi ion. Block 1. Lot 1. a map of which is recorded in Volume 67. Page 25. map records of said county. aid beginning point for the westernmost north corner of the tract herein de -scribed and being in the east right-of-way line of U.S. Highway 77. also known as Interstate Highway 69: THENCE along said east right-of-way line of Interstate Highway 69 N09°15'45'E 230.19' to a 518" iron rod set for the northwest corner of the tract herein described: THENCE S35°44'15"E 70-71' to a S1" iron rod et for northwesterly corner of the tract herein described; THENCE S80'44'15'E 39.98' to a 578" iron rod set at the point of curvature of a circular curve to the right having a central angle of 5706'50", a radius of 160.00' and a chord bearing S52°10'50"E a distance of 152.97'; THENCE along the arc of said circular curve to the right a distance of 159.49' to a 518" iron rod set at the point of tangency; THENCE S23'37'2.5"E 142.49' to a 51" iron rod set at the point of curvature of a circular cure to the left having a central angle of 38°55'38 a radius of 100.00' and a chord bearing S43°05'14 -E a distance of 66.64': THENCE along the arc of said circular curve to the left a distance of 67.94' to a 5 8" iron rod set at the point of tangency; THENCE 562"34'08"E 241.45' to a 5.78" iron rod set at the point of cur-ature of a circular curve to the left having a central angle of 18°1400", a radius of 200.00 and a chord bearing S71° -$0'03"E a distance of 63.38: THENCE along the arc of said circular mune to the left a distance of 63.65' to a 5/8" iron rod set at the point of tangency THENCE 580°4703"E 192.47' to a 5 8- iron rod set at the point of curvature of a circular curve to the left having a central angle of 89'56'49... a radius of 10.00 and a chord bearing N54°14'32'5 a distance of 14.14: THENCE along the arc of said circular curve to the left a distance of 15.70' to a 5.8- 'iron rod set at the point of tangency; EXHIBIT -A- Pagel of 3 A"Pagelof3 Page 4 of 7 Metes and Bounds Description, 117.291 Acre Tract, October 29, 2018. Continued: THENCE N09'16'08"E 537.64' to a 5.8" iron rod set in the south boundary line of a 30.46 ace tract of land de:cribed by deed as Tract 2 in Document No. 2015044362, said official records. for north central corner of the tract herein described: THENCE along the south bopndaty line of said 30.46 acre tract S88'2737"E 153L74' to a 5.8" iron rod found for north central corner of the tract herein described. north central corner of said 160.62 acre tract and southeast corner of said 30.46 acre tract and being in the northwest boundary line of a 31.36 acre tract of land described by deed recorded at Document No. 2009027846. said official records; THENCE S35°4T03"W 853.28' along said northwest boundary line of 31.36 acre tract to a 5S- iron rod -.et for interior central corner of the tract herein described. interior central corner of said 160.62 acre tract and westernmost corner of said 31.36 acre tract: THENCE along the southwest boundary line of :aid 31.36 acre tract S53°52'58"E 734.40' to a 5+8" iron rod set for the southernmost corner of said 31.36 acre tract, central corner of said 160.62 acre tract. and southwest corner of Country Estates Unit 4. a map of which is recorded in Volume 30, Page 86, said map records, for interior easterly corner of the tract herein described: THENCE along said south boundary line of Country Estates Unit 4 N84'31'26"E 1359.52' to a 5r'8" iron rod 9et for the easternmost corner of the tract herein described at the point of intersection of said south boundary line of :aid County Estates Unit 4 and the northwest boundary line of a 100' wide drainage tract described by deed recorded at Volume 167, Page 492, Deed Records of said county THENCE along said northwest boundary line of 100' wide drainage tract S35°33'28"W 1444.18' to a TaDOT monument found for the southeast corner of the tract herein described and being in the north boundary line of Cole's Industrial Acres, a map of which is recorded in Volume 47, Pages 45 and 46. said map records; THENCE along said north boundary line of said Cole's Industrial Acres S89°26'34"W and along the north boundary line of a 59.87 acre tract of land described by deed recorded at Document No. 2017021067, said official records. at 2498.75' pass a 5/8" iron rod found for the northeast corner of Hominids Acres, Block 1, Lot 1. a map of which is recorded in Volume 44, Page 197, said map records. in all a distance of 2741.60' to a disturbed 5/8" iron rod found for the southwest comer of the tract herein described and southeast corner of a 15.23 acre tract of land described by deed recorded at Document No. 2015008171. said official records: THENCE along the southeast boundary line of said 15.23 acre tract N09'15'45" E 1026.54' to a 5'8" iron rod set for the northeast corner of said 15.23 acre tract and interior west corner of the tract herein described THENCE N80°44'15"W along the northeast boundary line of said 15.23 acre tract and along the northeast boundary line of CAH -DHL Commercial Tracts, Block 1, Lot 1, a map of which is recorded in Volume 68, Page 522, said map records, a distance of 614.38' to a 5:8" iron rod set for the westernmost corner of the tract herein described and northwest corner of said 15.23 acre tract and being in said east right-of-way line of US Highway 771H 69: THENCE along said east right-of-way line of US Highway 77.IH 69 N09°15'45"E 60.00' to a 5+8" iron rod found for a west corner of the tract herein described and westernmost or southwest corner of said MER Subdivision; THENCE 580'44'15"E 614.38' along the southwest boundary line of said MER Subdivision, Block 1. Lot 1 to a nail found for westerly interior corner of the tract herein described and southeast corner of :aid MER Subdivision, Block 1, Lot 1; EXHIBIT "A" Page 2 of 3 Page 5 of 7 Mete: and Bound: Description, 117.291 Acre Tract. October 29. 2018. Continued: THENCE along the southeast boundary line of said MER Subdivt:ion. Block 1. Lot 1. NO9'1545-E 193.66' to a point (monument not set) for westerly corner of the tract herein de:crtbed and southwest corner of MER Subdivision, Block 1. Lot 2: THENCE S80°a t'15"E 121.11' along the southwest boundary line of :aid MER Subdivision. Block 1. Lot 2 to a 518" iron rod set for northwesterly interior corner of the tract herein described and southeast corner of said MER Subdivision, Block 1. Lot 2: THENCE along the southeast boundary line of said MER Subdivision, Block 1. Lot 2, NO9` 15'45"E 311.42' to a 518" iron rod with plastic cap labeled "Urban Engineering" found for northwesterly interior corner of the tract herein described and northeast corner of said MER Subdivision, Block 1. Lot 2: THENCE N42'11'37"W 172.87' along a north boundary line of said MER Subdivision to a fence post found for northwe:terly corner of the tract herein described and northernmost northeast corner of said MER Subdni:ton. Block 1, Lot 1; THENCE alone the north boundary line of said MER Subdivision, Block 1. Lot 1, N62 33'03"W 632.07' to the POLNT OF BEGI\11'_NG, all non rods described above as being set contain plastic caps labeled `Bass and Welsh Engineering". the basis of bearings of this description being the State of Texas Lambert Grid, South Zone. NAD 1983. EXHIBIT -A- Page 3 of 3 .A"Page3of3 Page 6 of 7 Exhibit B � \)c ‘09. °' � 1r` S35' 44' 15' E 70. 71' _580' 44' 15' E 39. 98' S23' 37. 25' E 142. 49' N09' 15' 45' E 60. 00' CAH -DHL COMMERCIAL TRACTS, BLOCK 1. LOT 1, V. 68, P. 522. H. R. S62. 34' 08' E 241, 45', 0' scar) Al' 15. 23 AC. TRACT, DOC. NO. 2015008171, 0. R. s0 O 0 IsJtit .• s • PORTION GREGORIO FARIAS GRANT, ABS 592, A PORTION OF A 160, 62 AC. TRACT, DOC. NO. 2002040593, 0, R. 009; • 9d• 9OvN1 co es as 05�`A9 O CURVE DATA O D=89.56' 49' R=10. 00' T=9. 99' L=15. 70' CB=N54' 14' 32' E CH=14. 14' 1=18' 14' 00' ® R=200, 00' T=32, 09' L=63. 65' CB=S71' 40' 03'E CH=63. 38' • RS -6 ZONING TRACT PORTION GREGORIO FARIAS GRANT, ABSTRACT 592, 117, 291 AC, , DOC. NO. 2018047946, 0, R. O v4, Tr i' t' .4 .1' p'cP D=38'55' 38' 6' �iW, R=100. 00' ' .o It. T=35.34' Q' i 'tp9C CB=S43'05'1.4•E CH .6, 64' D=57' 06' 50' R=160. 00' T=87. 08' L=159. 49' CB=S52' 10' 50' E CH=152. 97' 114.45 r T6• S35'47' 03' W 853. 28' N V W 0 31. 36 AC. TRACT, DSC N!J, 2009027846, 0. R. J PAP'.! S35' 33' 28 W 1444, 18' 100' WIDE DRAINAGE TRACT, V. 16:'. P. 492, INST. NO. 33201, A R 0 250' 500' SCALE: 1'= 500' CALALLEN SOUTH ZONING EXHIBIT I'=500' 1000' BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-ZONING1, J08 N0. 18036, SCALE: 1' = 500' PLOT SCALE: SAME, PLOT DATE 12/7/18, SHEET 1 OF 1 Page 7 of 7 PLANNING COMMISSION FINAL REPORT Case No. 0219-01 INFOR No. 19ZN1000 Planning Commission Hearing Date: February 6, 2019 Applicant & Legal Description Owner: Walker Holdings and Development, LLC. Applicant: Walker Holdings and Development, LLC. Location Address: 3202 Interstate 69 Legal Description: Being 117.291 acre tract of land, more or Tess, a portion of Gregorio Farias Grant, Abstract 592, Nueces County, Texas, and being a portion of a 160.62 acre tract of land described by deed recorded at Document no. 2002040593, located on the east side of Interstate 69, south of County Road 52, and north of the City Limits. Zoning Request From: "FR" Farm Rural District To: "RS -6" Single -Family 6 District Area: 117.29 acres Purpose of Request: To allow for the construction of single-family homes. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Vacant Medium Density Residential North "RMH" Manufactured Home Vacant and Manufactured Homes Medium and High Density Residential South "OCL" Outside City Limits Vacant, Mobile Homes, and Light Industrial Planned Development East "FR" Farm Rural and "RE" Residential Estate Vacant and Low Density Residential Medium Density Residential West "CG -2" General Commercial Vacant and Commercial Commercial and 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 -6" Single -Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 066049 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 290 feet of street frontage along the Interstate 69 Access Road which is designated as an "F1" Freeway/Expressway. According to the Urban Transportation Plan, "F1" Freeway/Expressways can convey a capacity between 60,000 to 200,000 Average Daily Trips (ADT). m§ m•O tii c2 Street Urban Transportation Plan Type Proposed Section Existing Section Interstate 69 "Fl" Freeway/ Expressway 400' ROW Varies paved 300' ROW 250' paved Traffic Volume 12,985 ADT (2013) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District to the "RS -6" Single -Family 6 District to allow for the construction of single-family homes. Development Plan: The subject property is 117.29 acres in size. The owner is proposing the construction of single-family homes. Existing Land Uses & Zoning: The subject property is currently zoned "FR" Farm Rural District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north is a Manufacture Home subdivision (Trinity Heritage West, 1999) and is zoned "RMH" Manufactured House District. To the south are properties outside of the City Limits that consist of a Mobile Home Community (Evelyn's RV & Mobile Home Park), vacant properties, and light industrial properties. To the east are vacant properties and large tract single-family homes zoned "RE" Residential Estate District. To the west are commercial properties (Mike Shaw Toyota and Hicks Family Nissan) zoned "CG -2" General Commercial 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: 6 -inch PVC line located from Interstate 69 or Emory Drive. Wastewater: 12 -inch PVC line located to the northeast and will be accessed through easement. Gas: 2 -inch Service Line from Emory Drive. Storm Water: 36 -inch line located along Interstate 69. 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 -6" Single -Family 6 Staff Report Page 3 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). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (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). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC). • 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. Planning Commission and Staff Recommendation (February 6, 2019): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -6" Single - Family 6 District. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained: 0 Public Notification Number of Notices Mailed — 9 within 200 -foot notification area 7 outside notification area As of February 1, 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\0219-01 Walker Holdings and Development, LLC\PC Documents\Staff Report_0219-01 Walker Holdings and Development, LLC.docx Staff Report Page 4 400 SOL e ID III LTL] MU: lat291 a Prepared Hy_�YUH D9pamnwrc orDevalapmanrs arvhiaa CASE: 0219-01 ZONING & NOTICE AREA [A1-1 Mallfafilyl RJR -2 M.RfaiII2 Fal -2 Mallfaml>t• 2 0M Profeiibnel Ofrbe Rf -AR 1.1.1,,:b..41- cm-1 .1.1,,:b.ATCM-1 Mop hbor hood Cornrn. 121.1 CM -2 Ibghhorhood Comm* 1241 CR -1 Ib[arl Conmerolal CR -2 R.wll Com nerolal C11.1 os.rrOonm.rdr CB -2 Oan.ar Comm. rad Cl MMRIIv. 02nn. 121.1 CBO Oownlown Conm.roial CR.2 R.[*il 02.1.1.121.1 FR Farm RUN/ ▪ Macao O w Ili, BP @u[M.a[PAIR IL L?t ":: 51•: H _ POO P 2,--1o.Ov.IIa: R0-10 llnp =:-1214 R0-0 0Inig2= :,1120 Ri-4_6 01.19 !b. 4..6 Rt -TF TWO-=: - l Ri-16 ilei; 12 lb. 16 • Rtr::-:,IEllat. RE TM T[+xr• : lee FP !2111: ' rrn1 RV f6ue;t: ra 'Vehicle Park RIO M1 S.':::.-:: -a•1. 1211#1 =ox -a r5[' 222 2-R' i• 2. 4o 19x11=r;seoa-X ;N -z a.vr-r•a xar Maaa�s�:nr r SUBJECT PRO PERT r! ' ti (LOCATION MAP Zoning Case #0219-01 Walker Holdings and Development, LLC. Rezoning for a Property at 3202 Interstate 69 City Council Presentation March 19, 2019 Aerial Overview 2 Subject Property at 3202 Interstate 69 N At Vicinity Map FM 102 7 74111,1 FM I. {c} OpenStreetMapand cantributers, Creative Commons -Share Al i4e License (OC -BY -SA) 3 Zoning Pattern Planning Commission and Staff Recommendation Approval of the "RS -6" Single -Family 6 District Public Notification 9 Notices mailed inside 200' buffer 7 Notices mailed outside 200' buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 FORT STOCKTON FORTNICIN TO5H FORT CLARK 6 5U8JECT � I, 'uVVVhI PROPERTY, m. Caen,1. 2O1e Maga Ad SkrYUH Da pamnanrorLavabpmenrsarvaua 6 UDC Requirements Et= MIL7,21%), I r ka.q.R.2:Ctqajil m2;_wr 1! Buffer Yards: RS -6 to RMH: Type B: 10' & 10 pts. RS -6 to CG -2: Type C: 15' & 15 pts. Setbacks: Street: 25 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single -Family Homes, Home Occupations, Group Homes. Utilities Water: 6 -inch PVC Wastewater: 12 -inch PVC Gas: 2 -inch Service Line Storm Water: 36 -inch along Interstate 69 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: February 12, 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 542 Airline Road CAPTION: Case No. 0119-05 Bar Property Management, LLC: Request for rezoning a property at or near 542 Airline Road from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District. PURPOSE: The purpose of this item is to allow for the construction of an automated car wash. RECOMMENDATION: Planning Commission and Staff Recommendation (February 6, 2019): Denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained: 0 ALTERNATIVES: 1. Deny the request (Requires 3/4 Vote). 2. Less restrictive Special Permit requirements as to use or density (Requires % Vote). OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast Area Development Plan (ADP) and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is inconsistent with the adopted Comprehensive Plan (Plan CC) in relation to the proposed use. 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. 0119-05 Bar Property Management, LLC: Ordinance rezoning property at or near 542 Airline Road from "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Bar Property Management, 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, February 6, 2019, during a meeting of the Planning Commission. The Planning Commission recommended denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions and on Tuesday, March 19, 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 Bar Property Management, 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 0.77 acres out of a portion of Block B -2E, Cullen Place, located on the east side of Airline Road, south of South Alameda Street, and north of Belmeade Drive (the "Property"), from "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions (Zoning Map No. 042037), 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 Special Permit granted in Section 1 of this ordinance is subject to the Owner following the conditions listed below: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district is "Car Wash, automated" as defined by the Unified Development Code (UDC). 2. Hours of Operation: The hours of operation shall be limited to between 7:00 AM to 9:00 PM. 3. Dumpster Screening : Any dumpster located on the Property shall be effectively screened from view by means of a screening fence or landscaping. 4. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. 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 5. 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 6. 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. C:\Users\Iegistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800EAF05\@BCL@800EAF05.docx Page 2 of 5 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 C:\Users\Iegistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800EAF05\@BCL@800EAF05.docx Page 3 of 5 Exhibit A L.EENGINEERING URBAN Exhibit A 0.77 Acres Zoning Tract STATE OF TEXAS COUNTY OF NUECEs Job No. 42929,139.00 January 16.2018 F'ieldaotes. for a 0.77 Acre. Zoning Tract, being over and across a portion of Block 13-2F. Cullen Place, a map of which is recorded in Volume 68, Pages 366-367, Map Records of Nueces County, Texas, and a portion of an existing Utility Easement, recorded in Volume 1012. Page 265. Deed Records of Nueces County. Texas, said 0.77 Acre, Zoning Tract being more fully described by metes and bounds as follows: Beginning, at a 5/8 Inch Iron Rod Found, on the Fast Right -of -Way line of Airline Road, an 80 Foot wide public roadway, for a Southwest comer of the said Block B -2E and of this Tract; Thence. North 02°0I'24" Last, with the common line of the said Right -of -Way and the said Block B -2E, 196.14 Feet, to a 5,8 Inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Found, being the Southwest comer of Block 13-20, of the said Cullen Place, for the Northwest comer of the said Block B -2E, and of this Tract; Thence, South 87°5895" Gist, with the common boundary line of the said Block B-29, and the said Block B -2E, 147.00, for the Northeast comer of this 'Tract, from Whence a 518 Inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Found, on the West boundary Zinc of the Block B-211, Cullen Place, a map of which is recorded in Volume 64, Page 294, of the said Map Records, for a common corner of the said Block B -2E and Block 13-20, bears South 87°58'35" East, 132.58 Feet; Thence, South 01°0612" West, over and across the said Block B -2E, 226.29 Feet, to the North Right -of -Way line of Belmeade Street, a 60 Foot wide public roadway. the South boundary line of the said Block LI -2E, for the Southeast corner oldies Tract, from Whence a 5/8 Inch Iron Rod with plastic cap stamped "RPLS 4533" Found, bears South 84'00'37" Fait, 129.28 Fed; Thence, North 87"55'31" West. with the common Zine of the said Right -of -Way, and the said Block B -2E, 120.55 Foci, to a Drill Hole Found. for a Southwest comer of the said Block B -2E, this Tract, and the beginning of a circular curve to the Right, having a delta of 90'07'01', a radius of 30.00 Feet, an arc length of 47.19 Feet, and a chord which hears North 43'02'06" West, 42.47 Fcct; Thence, with the said Last Right -of -Way line, the Southwest boundary line of the said Block B -2E and the said circular curve to the Right. 47.19 Feet, to the Point of Beginning, containing 0.77 Acres (33,466 Square Feet) of Land, more or Tess. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas Soulh Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. 0.77 Acre Tract is located within the City limits of Corpus Christi, Texas and a subdivision based on this description may be in violation of the current City of Corpus Christi subdivision ordinance. Unless this ficklnote description, including preamble, seal al algpaturc, appears in its entirety, in its original form, 6r: r+ JfA ie, i to' JAMES DAVJp„ cMiFi:'- 1 %3„8459- lr surveyor assumes no responsibility for its accuracy. .4Ltn reference accompanying sketch of Tract rkscrlhs James D. Carr, R.P.L.S. License No. 6458 SASurveyme4129291fi900101rICt1ME11tSAND HOtJNUS" 1t_42929U900_0.77Ac_20190116.Doe Page 1 of 1 OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 T13PE Firm It 145 • TBPI.S Firm # 10032400 FAX (361)854-600I C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800EAF05\@BCL@800EAF05.docx Page 4 of 5 Exhibit B n , 1Point of Nriinr lo, E W 4.4 O 0 0 z 0 S87 58'35"E 147.00' 0.77 Acres (:i:1,46 3 `ri. Ft. N87'55'31 .1,4I 120.55' • 5/6' I.R. Found -k Drill Hole Found -LS 4533• 5/e' I,H with cap stamped "RPLS 453' F u I E� 5/8' I.R 441th red plastic cap stanped 'I,R9AN ENGR CC Tx- F II 1 I I li I I I. - 6 11" T I Navy am; Fads 11 -. No. 200E002201. T p O N Belmeode Street UE 4 4533 E ELT- - LE - LE TH 1 E- I 11 LE 111 1 11 Nate., .iir " 1111 11 1 1- 11 1 .I 1 1 I are r- r 1 1 - -I T r 1 lu r Systrr - T I rl and :x I I I I -I I I -1 11 11 r n of 19^ C'? - 1 Ti I Is located within th, r. 11r r - q Js Christi, Texas and a it 111 1 1 11 J an this sketch ray he In 1 r1 1 -I carrent City 0- Corpus Christi 11 11xdinonce. Exhibit B Sketch to Accompany FlELDNOTES for o 0.77 Acre, Zoning Tract, being over and across u portion of Block B -2E, Cullen Place, a rndp of which is recorded it Volume 68, Pages 366-367, Mop Records of Nueces County, Texa-, and a portion of an existing Utility Easement, recorded in Volur-c 1012, Page 265, Deed Records of Nueces County, Texas, r LEURBAN ENG NEERING DATE: Jan. 16, 2018 SCALE: 1"=40' JOB NO.: 42929.B9.0 SHEET: 1 of 2 DRAWN BY: RLG urbansurveyl Ourboneng.ccrr 02019 by Urban Engineerir - C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800EAF05\@BCL@800EAF05.docx Page 5 of 5 Case No. 0119-05 Bar Property Management, LLC: Ordinance rezoning property at or near 542 Airline Road from the "CN -1" Neighborhood Commercial 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 Bar Property Management, 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, February 6, 2019, during a meeting of the Planning Commission. The Planning Commission recommended denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions and on Tuesday, March 19, 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 Bar Property Management, 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 0.77 acres out of a portion of Block B -2E, Cullen Place, located on the east side of Airline Road, south of South Alameda Street, and north of Belmeade Drive (the "Property"), from "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District (Zoning Map No. 042037), 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. C:\Users\Iegistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800E5161 \@BCL@800E5161.docx Page 2 of 5 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 C:\Users\Iegistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800E5161 \@BCL@800E5161.docx Page 3 of 5 Exhibit A LEURBAN ENGINEERING Exhibit A 0.77 Acres Zoning Tract STATE OF TEXAS COUNTY O F NUECES Job No. 42929,119.00 January 16.2018 Fieldnotes, for a 0.77 Acre, Zoning Tract, bcing over and across a portion of Block 13.2F., Cullen Place. 0 map of which is recorded in Volume 68, Pages 366-367. Map Records of Nueces County, Texas, and a portion of an existing Utility Easement, recorded in Volume 1012. Page 265. Deed Records of Nueces County, Texas, said 0.77 Acre. Zoning 1 ract being more fully described by metes and bounds as follows: Beginning, at a 5/8 Inch Iron Rod Found, on thc East Right -of -Way line of Airline Road, an 80 Foot wide public roadway, for a Southwest comer of thc said Block 13-2F. and of this Traci; 'thence. North 02"01'24" East, with the common line of the said Right -of -Way and the said Block B -2E, 196.14 Feel, to a 5+8 Inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Found, being thc Southwest comer of Block B -2D, of the said Cullen Place, for the Northwest comer of the said Block B -2E, and of this Tract; Thence, South 87°58'35" East, with the common boundary line of the said Block B-213, and the said Block 13-2E, 147.00, for the Northeast corner of this Eruct, from Whence a 5+8 Inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Found, on the West boundary line of the Block B-213, Cullen Place, a map of which is recorded in Volume 64, Page 294, of the said Map Records, for a common corner of the said Block B -2E and Block 11-21), bears South 87°58'35" East, 132.58 Feel; Thence, South 0I°06'32" West. over and across the said Block B -2E, 226,29 Feet, to the North Right -of -Way line of Belmeade Street. a 60 Foot wide public roadway. the South boundary line of the said Block 13-2E. for the Southeast corner of this I ract, from Whence a 5/8 Inch Iron Rod with plastic cap stamped "RPLS 4533" Found, bears South 84410'27" Fast. 129.28 Feet: Thence, North 87"55'31" West. with the common line of the said Right -of -Way, and the said Block B -2E, 120.55 Fen, to a Drill Hole Found, for a Southwest comer of the said Block B -2E, this Tract, and the beginning of a circular curve to the Right, having a delta of 90°'07'01', a radius of 30.00 Feet, an arc length of 47.19 Feet, and a chord which bears North 43°'02'06" West, 42.47 Feet; Thence. with the said East Right -of -Way line, the Southwest boundary line of the said Block B -2E and the said circular curve to the Right, 47.19 Fen, to the Point of Beginning, containing 0.77 Acrcs (33,466 Square Feet) of Land, more or Icss. Clod 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(20111 Epoch 2010.00. 0.77 Acre Tract is located within the City limits of Corpus Christi, Texas and a subdivision based on this description may be in violation of the current City of Corpus Christi subdivision ordinance. Unless this fieldnotc description, including preamble. seal at aigoature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. 0 F ~ .Ct .ffsr)referenceaccompanying.sketchojTractdes desert!) rfai /(_ o•..o * JS .* r JAMES DAMP„,AtiH: BAN ENGIN :F. I ,,� 8456 t., . I . : E ELI- - LE LE TH 11 E- 1 H LE TH Exhibit B uE S87'58'351 147.00' J 11 • 1 1 - 11 1 11 - 1 n- T L1 l F 1 t d 1 fr 1} 0.77 Aerc' (3:1,468 ,q. Ft. N87'55'31'W 120.55' Leoeri 5/8' I. F it I -kr D,iII NJ F 11 1 L 4533 • 5/8' I.H «nh cop stomped "RPLS 4533' FoJr1 5/8' I.R *Ph red plastic cap stamped 'LRBA% ENGR CC. Tx F 11 I 1.1 ai e4 h SO1'06'321V Beirneade Street Block 8-3 Cullen Place Vol. 61. �n Y.R.V.. E L uJ 1111 111 1 -II 1 nr r^1 1 1 - -I T ystcr- i 1 1-1 and are bi 1 1 -1 -1 -I 11 at 198'. El 1 I lu 1 - T1 1 1 I r 1 i l ii -I 1-. lir r - 11 i 111 -I T i 1 a 11 11111 1 1 1 i -11 1 1 1 1 I m 1 11-1 1 - -I 111 1- r. . 11 1 I u -1 i1 hI 1 L111 Exh Ul t B Sketch to Accompany FlELDNOTES for a 0.77 Acre, Zoning Tract, being over and across a portion of Block B -2E, Cullen Place, a reap of which is recorded it Volume 68, Pages 366-367, Map Records of Nueces County, Texas, and a portion of an existing Utility Easement, recorded in Volume 1012, Page 265, Deed Records of Nueces County, Texas. DATE: Jan. 16, 2018 SCALE: 1"=40' JOB NO.: 42929.89.00 SHEET: 1 of 2 DRAWN BY: RLG urbansurvey1Ourbaneng-com 02019 by Urban Engineering URBAN ENGINEERING M MY .n .q W Rb ma x334 .1.`A,1011410/ 1+ $4.1 T. ,w. •ea.e MI.n. TT VW A..npe:d C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@800E5161\@BCL@800E5161.docx Page 5 of 5 Zoning Case #0119-05 Bar Property Management Rezoning for a Property at 542 Airline Road City Council Presentation March 19, 2019 Aerial Overview Subject Property at 542 Airline Road N At Vicinity Map Hay N e iamefsland (c) tipq..tbEt=trrylap contr ibutels. Cr.eative GIRT mons -Shfire Alice Li cen5e 3 Zoning Pattern Ovog0rg Orfoen O 0 LJ 0 f-------- SUBJECT ��I PROM I 4/WV _41 e FOLV gIJ LI liQO�j �UOom 41.•- wt.! loKkf • a®./4 �a RODS Staff Recommendation Denial of the "CG -2" General Industrial District in lieu thereof Approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP). Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district is "Car Wash, automated" as defined by the Unified Development Code (UDC). 2. Hours of Operation: The hours of operation shall be daily from 7:00 AM to 9:00 PM. 3. Dumpster Screening: Any dumpster located on the Property shall be effectively screened from view by means of a screening fence or landscaping. 4. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Public Notification 7 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 SUBJECT PROPERTY BRAD MIAW DR 11111111111 STPIUSDR 400 T SOL., me creawo.lrzvzaii ratl Hy: rur tApirmwnr "*°47 rsxrxre \ UDC Requirements Buffer Yards: N/A Setbacks: Street: 20 feet Side/Rear: 0 feet Parking: 2 per car wash bay Landscaping, Screening, and Lighting Standards Uses Allowed: Retail, Office, Indoor Recreation, Bars, Vehicle Sales, Self -Storage, Car Washes, and Multifamily Uses. Utilities Water: 8 -inch ACP Wastewater: 8 -inch VCP Gas: 2 -inch Service Line Storm Water: Inlets along Airline Road Site Plan timmie _ 1 .[M LIME r. ,... rib . • r .r,... MEW ra .s rsi nr wo Mai ME .1,30us PLANNING COMMISSION FINAL REPORT Case No. 0119-05 INFOR No. 18ZN1037 Planning Commission Hearing Date: February 6, 2019 Applicant & Legal Description Owner: Lonestar Builders, Inc. Applicant: Bar Property Management, LLC. Location Address: 542 Airline Road Legal Description: Being 0.77 acres out of a portion of Block B -2E, Cullen Place, located on the east side of Airline Road, south of South Alameda Street, and north of Belmeade Drive. Zoning Request From: "CN -1" Neighborhood Commercial District To: "CG -2" General Commercial District Area: 0.77 acres Purpose of Request: To allow for the construction of an automated car wash. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CN -1" Neighborhood Commercial Vacant Commercial North "CN -1" Neighborhood Commercial Vacant and Commercial Commercial South "RS -6" Single -Family 6 Public/Semi-Public Government East "CN -1" Neighborhood Commercial Vacant Commercial West "ON" Neighborhood Office Medium Density Residential High Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast Area Development Plan (ADP) and is planned for commercial uses. Although the proposed rezoning to the "CG -2" General Commercial District is consistent with the future land use, it is inconsistent with the adopted Comprehensive Plan (Plan CC) in relation to the adjacent zoning districts. Map No.: 042037 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 196 feet of street frontage along Airline Road which is designated as an "Al" Minor Arterial Street and approximately 120 feet of street frontage along Belmeade Drive which is designated as a Local/Residential 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 Airline Road °°A1" Minor Arterial 95' ROW 64' paved 80' ROW 66' paved 21,465 ADT (2013) Belmeade Drive Local/Residential 50' ROW 28' paved 60' ROW 40' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District to allow for the construction of an automated car wash. Development Plan: The subject property is 0.77 acres in size. The owner is proposing an automated car wash. Existing Land Uses & Zoning: The subject property is currently zoned "CN -1" Neighborhood Commercial District and consists of vacant land. The subject property was annexed in 1954 and was a portion of the former Cullen Mall opened in 1963. The former indoor mall was closed in 1995 and demolished in 1999. To the north is a commercial property (Navy Army Credit Union, CVS Pharmacy, and a shopping center) zoned "CN -1" Neighborhood Commercial District. To the south across Belmeade Drive is a church (St. Bartholomew's Episcopal Church) zoned "RS -6" Single -Family 6 District. To the east are vacant commercial properties (former Cullen Mall site) zoned "CN -1" Neighborhood Commercial District. To the west across Airline Road is a multifamily apartment complex (Greenbrier Place Apartments) zoned "ON" Neighborhood Office 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 platted. Utilities: Water: 8 -inch ACP line located on-site. Wastewater: 8 -inch VCP line located on-site. Gas: 2 -inch Service Line located along Airline Road. Storm Water: Existing inlets located along Airline Road and Belmeade Drive. PIanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast Area Development Plan (ADP) and is Staff Report Page 3 planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is inconsistent with the adopted Comprehensive Plan (Plan CC) in relation to the proposed use. The following policies should be considered: • 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 orderly growth of new residential, commercial, and industrial areas. (Future Land Use, Zoning, and Urban Design Policy Statement 1) • 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) • 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) • Lighting from non-residential uses should be directed away from residential areas (Southeast ADP, Policy Statement B.2) • Noise impacts from non-residential uses should be reduced by creating a buffer open space between the two areas. Such spaces may be landscaped areas, a street, a screening fence, larger setbacks, etc. These methods can be used singularly but are usually most effective when applied in combination to provide the desired effect. (Southeast ADP, Policy Statement B.2) • Placing low intensity activities next to single family uses. (Southeast ADP, Policy Statement B.2) Department Comments: • The proposed rezoning is inconsistent with the adopted Comprehensive Plan (Plan CC) in relation to the proposed use. • The proposed rezoning is incompatible with neighboring properties and with the general character of the surrounding area. The proposed use (automated car wash) does not have a negative impact upon the surrounding neighborhood. • Existing commercial properties to the north and east are zoned "CN -1" Neighborhood Commercial District. • The "CG -2" District opens the possibility of more intense commercial uses such as Mini -Storage, Bars, and Night Clubs adjacent to single-family residences. • An automated car wash with a single wash bay is a low impact commercial use. The limited hours of operation of 7 a.m. to 9 p.m. would reduce the chance of any potential negative impacts from occurring. • If the "CG -2" General Commercial District is approved, the proposed development will still need to abide by all requirements of the Unified Development Code (UDC). Staff Report Page 4 Planning Commission and Staff Recommendation (February 6, 2019): Denial of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, in lieu thereof, approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with the following conditions. 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district is "Car Wash, automated" as defined by the Unified Development Code (UDC). 2. Hours of Operation: The hours of operation shall be daily from 7:00 AM to 9:00 PM. 3. Dumpster Screening : Any dumpster located on the Property shall be effectively screened from view by means of a screening fence or landscaping. 4. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 5. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained: 0 Public Notification Number of Notices Mailed — 7 within 200 -foot notification area 5 outside notification area As of February 1, 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. Proposed Site Plan C. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES \2019\0119-05 Bar Property Management (Quick Quack)\PC Documents\Staff Report_0119-05 Bar Property Management.docx Staff Report Page 5 RM -3 Q SUBJECT BRADSHAW DR CASE: 0119-05 ZONING & NOTICE AREA fat -1 Hu4Yamlly 1 PN -Y 1.1u3lYaml.0Y 1,11.0 Null•amlly ON Pmre[[bnal O[noe PN -AT Nulliamly AT 611.1 lieSN orMaa comma rclal CH -2 H•YJFLOHpod Commercial CR -1 Raw rl Commerolal CR -2 Re 6a Commerolal CO -1 General Comore Mal CG -P Oenaral Comma rani 61 1111.11.• Comma rwl 010 Oownlown Ccmmerolal CR -2 Rowrl Commero lal FR Farm Ru rad • ]11[1orl,0 vn My PP Pu[Ina[[Perk IL Lliht Witt M Heavy m0ucSal F11O RlanneO Owl Mu Overlay Rt -10 il1ple-Fam*l4 RSA am6l1Fa•y4 Ri4.6 ample -Fa ll46 R4 -TF Two-Famry Ra -16 MON-Fan. 16 PE Rarla•nialEdal• H7T14 Tam nn03Ne 1P Ip.IN Perms RV lb [national Vah1cN Palk TA1H Nanufaolur•d Home M1 295 R.R.• 0 h yaN]' 4 O..nes /01,1,:lm late 1 X O,O ers ave•ea a+ne.•sva leRk nopposLbn LOCATION MAP Staff Report Page 6 1I r+� �-f •moo 1E��tt :141115 Mt.°Cji r, lam it C)1 CLICK QUACK CORPUS ARUNE SIZE PLAN 42 .MUic it➢ coves OwSn ilf }NU ELEVIAIE Ed r1 lbr razes wm110101 Eta MEM __us —u AGENDA MEMORANDUM First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: March 5, 2019 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police MikeMa(a�cctexas.com (361) 886-2603 Ordinance to establish vicious dog regulations CAPTION: Ordinance amending Chapter 6 of the Corpus Christi Code to establish vicious dog regulations; and providing for penalty. PURPOSE: Owners or handlers must take reasonable measures to protect the public from vicious dogs. BACKGROUND AND FINDINGS: An owner or handler shall take reasonable measures to protect the public from accidental contact with a dog that, by nature or by training, is dangerous to people or other animals. An owner or handler may not keep or permit a dog to be in the city if the dog has on at least one occasion: a) Killed another dog, cat, or other domestic pet, fowl, or livestock; or b) Seriously injured another animal to an extent that an attending veterinarian has presented an affidavit to the animal care services manager stating that the injured animal's life was seriously endangered or taken by the dog, or that the dog caused a significant permanent impairment of the injured animal's basic bodily functions or mobility. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Chapter 6 of the Corpus Christi Code to establish vicious dog regulations; and providing for penalty Whereas, vicious dog attacks on animals has been a reoccurring issue. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Corpus Christi Code of Ordinances, Chapter 6, is amended to add Sec. 6- 163 - Vicious Dog, by adding the following language as delineated below: Sec. 6-163 - Vicious Dog. (a) An owner or handler shall take reasonable measures to protect the public from accidental contact with a dog that, by nature or by training, is dangerous to people or other animals. (b) An owner or handler may not keep or permit a dog to be in the city if the dog has on at least one occasion: (A) killed another dog, cat, or other domestic pet, fowl, or livestock; or (B) seriously injured another animal to an extent that an attending veterinarian has presented an affidavit to the animal care services manager stating that the injured animal's life was seriously endangered or taken by the dog, or that the dog caused a significant permanent impairment of the injured animal's basic bodily functions or mobility; provided, however, that when the incident occurred, the injured animal was not in violation of a provision of this Chapter relating to the confinement or physical control of animals in the City. SECTION 2. If for any reason any section paragraph subdivision clause phrase word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction it shall not affect any other section paragraph subdivision clause phrase word or provision of this ordinance for it is the definite intent of this City Council that every section paragraph subdivision clause phrase word or provision hereof be given full force and effect for its purpose. SECTION 3. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 4. Penalties are as provided in Section 6-2 of the Corpus Christi Code of Ordinances. SECTION 5. 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 2 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 19, 2019 Second Reading Ordinance for the City Council Meeting of March 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 properties located at 118 La Aves Court and 123 Rum Cay Court. CAPTION: Ordinance abandoning and vacating portions of an existing utility easement, 46.9 square foot portion out of Lot 35 (118 Las Aves Court) and a 48.1 square foot portion out of Lot 37 (123 Rum Cay Court), Block 1, The Preserve at Mustang Island, Unit 1. PURPOSE: The purpose of this ordinance is to close, abandon and vacate four portions of an existing utility easement to allow the extension of architectural columns, that are attached to a building, to extend into the utility easement. BACKGROUND AND FINDINGS: Hanson Professional Services Inc., representing Tortuga Dunes Holding Company LLC. (Owner) is requesting the closing, vacation and abandonment at two locations in an existing 10 -foot utility easement with the combined total of 95 square feet out of, Lot 35 and Lot 37 located at 118 Las Aves Court and 123 Rum Cay Court, The Preserve at Mustang Island, Unit 1. This abandonment and vacation of the utility easement is being requested by the owner due to the extension of architectural columns 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 utility easement closure. The closure is being proposed to allow development of a Condo complex. ALTERNATIVES: Denial of the proposed utility easement closure, abandonment and vacating will adversely impact the Owner's ability to move forward with development 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 proposed easement closure. 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: RECOMMENDATION: Staff recommends approval of the easement closure. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Presentation Ordinance abandoning and vacating portions of an existing utility easement, a 46.9 square foot portion out of Lot 35 (118 Las Aves Court) and a 48.1 square foot portion out of Lot 37 (123 Rum Cay Court), Block 1, The Preserve at Mustang Island, Unit 1 WHEREAS, Tortuga Dunes Holding Company (Owner) is requesting the abandonment and vacating of an existing utility easement, 46.9 square foot portion out of Lot 35 118 Las Aves Court) and a 48.1 square foot portion out of Lot 37 (123 Rum Cay Court), Block 1, The Preserve at Mustang Island, Unit 1. WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate 46.9 square foot portion out of Lot 35, and a 48.1 square foot portion out of Lot 37 of an existing utility easement, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAIN E D BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Tortuga Dunes Holding Company. (Owner), two locations in an existing utility easement including a 46.9 square foot portion out of Lot 35 (118 Las Aves Court) and a 48.1 square foot portion out of Lot 37, Block 1, The Preserve at Mustang Island, Unit 1, as recorded in Volume 67, Page 186 - 188 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 vacating 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 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 EXHIBIT "A" 46.9 SQUARE FOOT EASEMENT CLOSURE LEGAL DESCRIPTION BEING a 46.9 square foot tract out of Lot 35, Block 1, The Preserve at Mustang Island, Unit 1, as shown on a map recorded in Volume 67, Pages 186-188, Map Records, Nueces County, Texas, and being more particularly described as follows: COMMENCING on the northeast right-of-way of Grand Dune Drive, at the common west comer of Lots 35 and Lot 36, Block 1, of said Unit 1, THENCE South 64°13'50" East, with the common boundary line of said Lots 35 & 36, a distance of 10.00 feet to an existing 10' utility easement, THENCE South 25°41'00" West, with said boundary of existing 10' utility easement, a distance of 41.94 feet to a calculated point for the northeast comer and POINT OF BEGINNING of the herein described tract; THENCE South 25°41'00" West, a distance of20.75 feet to a calculated point for the southeast comer of the herein described tract; THENCE North 64°13'50" West, a distance of2.26 feet to a calculated point for the southwest comer of the herein described tract; THENCE North 25°41'00" East, a distance of20.75 feet to a calculated point for the northwest comer of the herein described tract; THENCE South 64°13'50" East, a distance of2.26 feet to the POINT OF BEGINNING and containing 46.9 square feet of land. NOTE: ALL BEARINGS ARE GRID BEARINGS BASED ON THE TEXAS COORDINATE SYSTEM FOR THE LAMBERT SOUTH ZONE NAD 1983. SEPARATE MAP EXHIBIT "B" WITH EVEN DATE ACCOMPANIES THIS DESCRIPTION. 51 r Stacey King Mora, RPLS Registered Professional Land Surveyor Texas Registration No. 6166 Hanson Professional Services Inc. TBPE F#417 TBPLS F# 100395-00 Date: N 11.-..JdJIC;I. I:\18jobs\1810129\CAD\Survey\Legai\South Esmt ClosureR-1 Eft E° 9`P�� STACEY KING moRA A 6166 Page loft 1:1 18JOBS1 18/01291CADISURVEYIMODEL IESMTCLOUSRES R-1.DWG N 0 5 10 20� GRAPHIC SCALE IN FEET SCALE:1 "=10' J LOT 36, BLOCK 1 THE PRESERVE AT MUSTANG ISLAND UNIT 1 VOLUME 67, PAGES 186-188 M. R., N. C., T. •4/ LOT 35, BLOCK 1 THE PRESERVE AT MUSTANG ISLAND UNIT 1 VOLUME 67, PAGES 186-188 M.R.,N.C.,T. 46.9 SQUARE FEET (hereby certify that this survey was prepared from an actual on the ground survey made under my direction and supervision, and represents the facts found at t time of survey, and that this survey substantially • 1 complies with the current standard Texas Board of Professional Lan • �I04... _..<::.\ TERE '-,p 1, tl 'si Wi.Ktii t -Q . Stacey Mo , RPLS .. 5 i6 5 Registered Professional Land S '/to : \\J". <: ":AU Texas R on No. 6166 -•,<A1 {" :.. - - •; {.... I; • Date:! 1 f \ ,JA>\q LEGEND: fl CALCULATED POINT POC = POINT OF COMMENCEMENT POB = POINT OF BEGINNING M.R., N.C.,T = MAP RECORDS, NUECES COUNTY, TEXAS EXHIBIT "8" A METES & BOUNDS DESCRIPTION OF EQUAL DATE IS TO ACCOMPANY THIS EXHIBIT OCopyright Hon11On ProftJllaionol Setvicell Inc. 2019 4t HANSON' Hanson Professional Services Inc. 4501 GOLLIHAR ROAD, CORPUS CHRIST/, TEXAS 78411 361-814-9900 TBAE F. B R2-458 I TB PG F-50556 EASEMENT CLOSURE EASEMENT CLOSURE OFA 46.9 SQUARE FOOT TRACT BEING OUT OF THE PRESERVE AT MUSTANG ISLAND, UNIT 1, AS SHOWN ON A MAP RECORDED IN VOLUME 67, PAGE 186-188, MAP RECORDS, NUECES COUNTY, TEXAS. 1810129 -SOUTH ESMT CLOSURES R-1 SHEET 1 OF 1 EXHIBIT "A" 48.1 SQUARE FOOT EASEMENT CLOSURE LEGAL DESCRIPTION BEING a 48.1 square foot tract out of Lot 37, Block 1, The Preserve at Mustang Island, Unit 1, as shown on a map recorded in Volume 67, Pages 186-188, Map Records, Nueces County, Texas, and being more particularly described as follows: COMMENCING on the southwest right-of-way of Rum Cay Court at the intersection of Grand Dune Drive and Rum Cay Court, at the northernmost northeast comer of said Lot 37, THENCE South 25°41'00" West, with the existing 10' utility easement, a distance of 37.17 feet to a calculated point for the northeast comer and POINT OF BEGINNING of the herein described tract; THENCE South 25°41'00" West, a distance of20.66 feet to a calculated point for the southeast comer of the herein described tract; THENCE North 64°19'00" West, a distance of2.33 feet to a calculated point for the southwest comer of the herein described tract; THENCE North 25°41'00" East, a distance of20.66 feet to a calculated point for the northwest comer of the herein described tract; THENCE South 64°19'00" East, a distance of2.33 feet to the POINT OF BEGINNING and containing 48.1 square feet of land. NOTE: ALL BEARINGS ARE BASED ON THE RECORDED PLAT IN VOLUME 67, PAGES 186-188, MAP RECORDS, NUECES COUNTY, TEXAS. SEPARATE MAP EXHIBIT "B" WITH EVEN DATE ACCOMPANIES THIS DESCRIPTION. \WPAo.-. Stacey King Mora, RPLS Registered Professional Land Surveyor Texas Registration No. 6166 Hanson Professional Services Inc. TBPE F#417 TBPLS F# 100395-00 Date: "?J V. I:\18jobs\18i0129\CAD\Survey\Legal\North EsmtClosureR-1 to STACEY KING MORA 6'66 v \yam Page 1 ofl 1:118JOBSI 18/01291CADISURVEYIMODEL IESMTCLOUSRES R-1.DWG 0 5 10 20 GRAPHIC SCALE IN FEET SCALE:1 "=10' 1, Stacey King Mora, Registered Professional Land Surveyor, hereby certify that this survey substantially complies with the current standards adopted by the TexasBoardofProfessionalLan u — .4s.: �l - Q F,.., 11i,v<v:>vS TER(0).- 'f-: • fib* : Ni i<,iNG� -q A.: -.W C-4 .1 ,. "v.. .. R er < *brdtbs5gitr Lanci s t�PF? A\I 'v: Y_,t, Texas1.ieCn No. 6166 ['etc \r J ?\') „') Q\f4 48.1 SQUARE FEET LOT 37, BLOCK 1 THE PRESERVE AT MUSTANG ISLAND UNIT 1 VOLUME 67, PAGES 186-188 M.R.,N.C.,T. LEGEND: B =CALCULATED POINT POC = POINT OF COMMENCEMENT POB = POINT OF BEGINNING M.R., N.C.,T = MAP RECORDS, NUECES COUNTY, TEXAS NOTE: THIS DOES NOT REPRESENT AN ON THE GROUND SURVEY. THIS WAS CREATED FROM MASTER PLANS PROVIDED BY CLIENT. NO FIELD SURVEY WAS PERFORMED OR COMPLETED TO VERIFY THE TRACT BOUNDARIES AS DEPICTED HEREON. ALL BEARINGS ARE BASED ON THE RECORDED PLAT. EXHIBIT "B" A METES & BOUNDS DESCRIPTION OF EQUAL DATE IS TO ACCOMPANY THIS EXHIBIT ‹tt HANSON Hanson Professional Services Inc. 4501 GOUIHAR ROAD, CORPUS CHRISTI, TEXAS 78411 361-814-9900 OCopyright HanM>n Prolell llionol S..nhctll1 Inc. 2019 EASEMENT CL SURE EASEMENT CLOSURE OF A 48.1 SQUARE FOOT TRACT BEING OUT OF THE PRESERVE AT MUSTANG ISLAND, UNIT 1, AS SHOWN ON A IVI/-1t PCCI.VPCUCU IIV VVLUIVIC U/, F'HUC 100-100, MAP RECORDS, NUECES COUNTY, TEXAS. TBPE F-417 I TBPLS F-10039500 TBAE F-BR24581 TBPG F-50556 1810129 -NORTH ESMT CLOSURES -R 1 SHEET 1 OF 1 Easement Closure For Lot 35 and 37, Block 1, The Preserve at Mustang Island, Unit 1, (ll8LasAvesCt& 123 Rum Cay Ct) City Council Presentation March 19, 2019 Vicinity Map Mustang Isla • d Corpus Christi O Mustang Island Musts,kg Island State Park Aerial Overview 123 Rum Cay Ct. Easement Closures 118 Las Ayes Ct. Staff Recommendation Approval Site Plan 101111ff IDCIS1110 SIDEWALK REFER TO ARCHTECTDRAL DRAWINGS FOR INTERIOR DIMENSIONS OF BUILDING AREAS . . . • 123 Rum Cay Ct. (Bldg. 1) 114111.1 Li REFER TO A11 -I rrE CTURAJ_ DRAIN NGS FOR NTERICHR OlIMEhlaONM CF BUILDING AREAL' 118 Las Aves Ct. (Bldg. 2) Pictures of property 123 Rum Cay Ct. Pictures of property 118 Las Ayes Ct. AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: TO: FROM: February 1, 2019 Keith Selman, Interim City Manager Nina Nixon -Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Amendment to Code of Ordinances for Outside City Limits Water Contracts CAPTION: Ordinance amending Chapter 55 of the Corpus Christi Code to allow one contract for entire subdivision for outside city limits water contracts and allow transfer of water services outside the city limits without a new contract for the same use. PURPOSE: The purpose of this ordinance is to amend language in Sec 55-113 and Sec 55-114 to relieve an onerous administrative burden on the development community and City staff while still maintaining the original intent of the ordnance. BACKGROUND AND FINDINGS: The Corpus Christi City Code of Ordinances Article VIII. Sec 55-111 states that prior to construction which included delivery of city water to any property which lies partly or wholly beyond the corporate limits of the city, an application must be submitted to development services department for a written service contract between the city and all owners and recorded mortgagees and lienholders of such property to be entered into a written service contract. Additionally, the owner agrees to construct all improvements on such property in accordance with all city codes and regulations, and to obtain all city permits as though said property were inside the city, and to allow inspections of all construction by duly authorized inspectors or representatives of city departments charged with enforcement of city codes. Sec 55-113 and Sec 55-114 relate to city council approval for each contract for water service outside city limits and reconnects when outside city limits water service is terminated. Development Services is requesting an amendment to the language in ordnance Sec 55-113 and Sec 55-114 to simplify the outside city limits water contract process for the development community and City staff. The amended language would not affect other provisions of city ordinances under Article VIII. -Water Service Outside City. Adoption of the new language would enable outside city limits water contracts to run with the land and eliminate the need for water contracts for individual lots within a subdivision. ALTERNATIVES: Denial of the proposed amendment to the language would result in the continued use of the same inefficient and outdated administrative procedure to provide water service outside the city limits. OTHER CONSIDERATIONS: This supports current and proposed residential growth outside the city limits within the greater Corpus Christi area. CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Utilities and Finance Department stated no objections regarding the proposed language amendment. 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: No fees are collected to process contracts. RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibit PowerPoint Presentation Ordinance amending Chapter 55 of the Corpus Christi Code to allow one contract for entire subdivision for outside city limit water contracts and allow transfer of water services outside the City limits without a new contract for the same use WHEREAS, City of Corpus Christi, Department of Development Services, is requesting an ordinance amending the language or Article VIII, Sec 55-113. — City Council approval (OCL water contracts) and Sec 55 -114. -Reconnects and Transfers. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Code of Ordinance, Section 55-113 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 55-113. - City council approval. (a) Each contract for water service outside the city limits which includes a new water connection must receive approval by the city council before the contract for such service can become effective. A council approved water contract for a subdivision phase will serve as the governing water contract for all lots wholly within the platted subdivision and will convey with the real property. The conditions of Sec 55-111 apply to all individual properties. (b) The city manager or his designated representative is hereby authorized to execute water service contracts meeting all of the requirements contained in this article when no additional service connection is involved or the contract is for temporary water service for a period of not more than one (1) year or for consumption of less than ten -acre feet of water during the entire contract term. SECTION 2. The Corpus Christi Code of Ordinance, Section 55-114 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 55-114. - Reconnects and transfers. Whenever an existing use outside the city limits is terminated and later sought to be reactivated or whenever a request is received to transfer an existing tap for a different use outside the city limits from one customer to another, a new contract for service must be executed containing all of the conditions in section 55- 111 except that code compliance will only be required for improvements or repairs after the date of execution of such new contract. Temporary service will be provided upon request of a new customer to property being transferred as long as the applicant has signed the appropriate service contract and obtains the approval of all other parties within six (6) weeks from the date service is resumed. Failure to provide a fully executed contract will cause such temporary service to be terminated. 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. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 5. This ordinance is effective immediately upon passage. 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 Amendment to Code of Ordinances, Article VIII, Sec 55-113 and Sec 55-114 City Council Presentation March 19, 2019 Developments with OCL Water Contracts Eight developers have City Council approved subdivision contracts and the number of authorized OCL Water contracts for their respective developments. Authorized Completed 1. Nottingham Acres (ordinance number: 030690) 31 27 2. Nottingham Acres Unit 2 (ordinance number: 031407) 69 7 3. Sun George Village (ordinance number: 030516) 41 32 4. The Promenade (ordinance number: 030919) 100 16 5. Melvin Estates Unit 1 (ordinance number: 030920) 20 5 6. Kensington Gardens (ordinance number: 031175) 40 18 7. London Village (ordinance number: 030833) 32 32 8. London Club Estates (motion date: 02/09/2010) 111 23 Total OCL Contracts authorized and completed: 444 160 OCL Developments Graphic Ordinance Language ARTICLE VIII. - WATER SERVICE OUTSIDE CITY Sec. 55-113. - City council approval. (a) Each contract for water service outside the city limits which includes a new water connection must receive approval by the city council before the contract for such service can become effective. A council approved water contract for a subdivision phase will serve as the governing water contract for all lots wholly within the platted subdivision and will convey with the real property. The conditions of Sec 55-111 apply to all individual properties. Sec. 55-114. - Reconnects and transfers. Whenever an existing use outside the city limits is terminated and later sought to be reactivated or whenever a request is received to transfer an existing tap for a different use outside the city limits from one customer to another, a new contract for service must be executed containing all of the conditions in section 55-111 except that code compliance will only be required for improvements or repairs after the date of execution of such new contract. OCL Water Contract Language • Owner and Lien Holder agree to construct all improvements under all City codes and regulations, obtain all City technical construction permits as though the property were inside the City, and consent to all inspections. • All connections to the City water system are subject to the same rules and regulations regarding standards of delivery of water service, including installation and disconnections for failure to pay charges, as consumers within the City limits. • Conditions shall be binding upon the successors and assigns of the said Owner and each of them, if multiples, and constitutes a covenant running with the land. Staif Recommendation Approval AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 19, 2019 Second Reading Ordinance for the City Council Meeting of March 26, 2019 DATE: March 8, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Interlocal Agreement with the Port of Corpus Christi Authority for a permitting program. CAPTION: Ordinance authorizing execution of an Interlocal Agreement between City of Corpus Christi and Port of Corpus Christi Authority for a permitting program; and waiving building permit requirements for Port of Corpus Christi Authority property. PURPOSE: The purpose of this ordinance to authorize execution of an Interlocal Agreement between City of Corpus Christi and Port of Corpus Christi Authority for a permitting program; and waiving building permit requirements for Port of Corpus Christi Authority property. BACKGROUND AND FINDINGS: The Port of Corpus Christi Authority is planning to construct a new office building and resurface a parking lot on the south side of the ship channel in the Inner Harbor, immediately west of the existing Harbor Bridge, and within the city limits. The Port Authority desires exemption from platting and a more streamlined process for permitting future developments. The proposed agreement provides for the following: The Port Authority and its tenants: • Are not required to plat, obtain permits, inspections or Certificates of Occupancy for new construction and renovations • Must comply with all technical codes • Will submit affidavit annually to certify new construction and renovations meet codes • Must comply with City's zoning and procedures related to zoning amendments. The City: • May inspect and request copies of construction plans upon request • Requires review and inspections related to health permits, fire alarm, fire line and fire suppression systems to go through and comply with the City of Corpus Christi procedures. Additionally, the Authority seeks to further develop the SEA District, including the establishment of a continuous, walkable connection along the ship channel generally from the American Bank Center to the location of the Authority's new office building and seeks to coordinate planning and design efforts to have mutually successful developments. ALTERNATIVES: Denial of the ordinance or table for further modification of interlocal agreement OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This proposed agreement conforms to the City's policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Fire Department, Health District 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: With exception of Health and Fire Departments plans review and inspections, the City would not collect fees for platting and permitting for projects on Authority property within the city limits. RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance Draft Interlocal Agreement PowerPoint Presentation Ordinance authorizing execution of an Interlocal Agreement between City of Corpus Christi and Port of Corpus Christi Authority for a permitting program; and waiving building permit requirements for Port of Corpus Christi Authority property. Now therefore, 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 an Interlocal Government Agreement, in compliance with Chapter 791 of the Government Code, between the City of Corpus Christi and the Port of Corpus Christi Authority of Nueces County, Texas (Port) regarding development and building permitting.. SECTION 2. The City waives platting and building permitting requirements for Port property within the City limits that is subject to an effective Interlocal Government Agreement for development and certification of compliance with City technical construction codes. SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for this purpose. SECTION 4. This ordinance takes effect upon passage. 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 INTERLOCAL AGREEMENT BETWEEN THE PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS AND THE CITY OF CORPUS CHRISTI REGARDING DEVELOPMENT AND BUILDING PERMITTING THE STATE OF TEXAS COUNTY OF NUECES § § § KNOW ALL MEN BY THESE PRESENTS THAT: This Interlocal Agreement (the "Agreement") is made and entered into and effective as of the date of last signature (the "Effective Date) by and between the Port of Corpus Christi Authority of Nueces County, Texas, a political subdivision of the State ("AUTHORITY"), whose mailing address is 222 Power Street, Corpus Christi, Texas 78403, and the City of Corpus Christi, Texas, a municipal corporation and home rule city of the State of Texas ("CITY"), whose mailing address is P.O. Box 9277, Corpus Christi, Texas 78469. AUTHORITY and CITY are sometimes referred to in this Agreement as "Parties" and individually as a "Party". RECITALS WHEREAS, the AUTHORITY is constructing a new Office Building on the south side of the ship channel in the Inner Harbor, immediately west of the existing Harbor Bridge, and within the city limits of the City of Corpus Christi, Texas; WHEREAS, the CITY seeks to further develop the SEA District, including the establishment of a continuous, walkable connection along the ship channel generally from the American Bank Center to the location of the AUTHORITY's new Office Building; WHEREAS, a portion of the right-of-way of the existing Harbor Bridge will revert to the AUTHORITY upon the decommissioning of the existing Harbor Bridge; WHEREAS, the CITY's plans will likely require the CITY's use of a portion of AUTHORITY's Harbor Bridge right-of-way and other areas along the ship channel; WHEREAS, the AUTHORITY also plans to use portions of the right-of-way for parking and landscaping to support the new Office Building; WHEREAS, parking and landscaping is not included in the scope of work for the AUTHORITY's design -build contract for the new Office Building because plans for the development of this area of the right-of-way have yet to be finalized; 1 321601 WHEREAS, the CITY will soon engage a firm to assist with development of the CITY's plans adjacent to the ship channel and the vicinity of the right-of-way and the AUTHORITY will soon engage a firm to design parking and landscaping improvements within the right-of-way; WHEREAS, the CITY and AUTHORITY agree to coordinate planning and design efforts to have mutually successful developments; and WHEREAS, this Agreement applies only to AUTHORITY property located outside of the boundaries of a CITY Industrial Development Area but within the Corpus Christi city limits ("AUTHORITY property"). NOW THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, this Agreement is entered into by and between the CITY and AUTHORITY and based on the consideration, undertakings and agreements, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1 AGREEMENTS 1.1 On AUTHORITY property, the AUTHORITY shall require all new construction or renovation of buildings, structures, facilities, and infrastructure to meet or exceed applicable CITY code standards, which are in effect at the time of construction. 1.2 The CITY agrees that the AUTHORITY and its tenants located on AUTHORITY property will not be required to plat, obtain building permits including flood plain management permits, obtain inspections or certificates of occupancy for new building or renovations utilizing the CITY's process. The AUTHORITY must, however, require that new construction or renovations comply with all provisions of the CITY's technical construction and flood plain management codes in effect at the time of design, and shall provide annually on January 15 to the CITY an affidavit certifying compliance with these codes for new construction and renovation. The CITY will not issue any certificates of occupancy for buildings or renovations constructed without a CITY permit. 1.3 This agreement does not waive City Zoning regulations. The AUTHORITY will go through and comply with the CITY'S procedures for zoning, zoning amendments and certificate of appropriateness for historic landmarks/districts. 2 321601 1.4 The AUTHORITY will provide the CITY with copies of detailed plans for new construction or renovation projects on the AUTHORITY'S property in an electronic format upon request by the CITY. 1.5 The AUTHORITY will conduct and be responsible for all plan reviews and inspections on the AUTHORITY'S property with exception of fire and health plan reviews and inspections. 1.6 Fire. All alarm, fire line and fire suppression systems will go through the CITY'S Fire Department permitting, plan review and testing process currently in place. The AUTHORITY agrees to pay all fees associated with the Fire Department permitting, plan review and system testing. The AUTHORITY agrees to provide plans, specifications for building fire alarm, fire lines and all fire suppression systems to the CITY'S fire plan review consultant for review and approval prior to installation and agrees to pay all fees associated with fire consultant plan review. The Corpus Christi Fire Department fire prevention division will inspect all fire alarm, fire lines and fire suppression systems for initial acceptance. The AUTHORITY agrees not to occupy the building until the Corpus Christi Fire Department fire prevention division tests and passes all life safety systems. 1.7 Health. All health plan review and permits will go through the CITY'S Health Department plan review and permitting process currently in place. The AUTHORITY agrees to pay all fees associated with plan review and permitting. 1.8 The AUTHORITY will require that the AUTHORITY Architect/Engineer (A/E), Contractor, and all design and construction or renovation on the AUTHORITY'S property, comply with all provisions of the CITY's technical construction codes. 1.9 Water System. All connections to the CITY water system shall be equipped with backflow prevention devices that are necessary to prevent backflow and back siphonage. To assure such connection, the CITY inspection division shall have the right to inspect any installations connected to the CITY water system to the point of such valves or safety device, and failure to install or maintain in good operating condition such devise shall authorize the City to disconnect such installation from the CITY water supply. The following unacceptable practices are prohibited by State regulations. A. No direct connection between the public drinking water supply and a potential source of contamination is permitted. Potential sources of contamination shall be isolated from the City water system by an air -gap, an appropriate backflow prevention device, or other device allowed by State law. 3 321601 B. No cross -connection between the public drinking water supply and a private water system is permitted. These potential threats to the public drinking water supply shall be eliminated at the service connection by the installation of an air -gap, a reduced pressure -zone backflow prevention device, or other device allowed by State Law. C. No connection which allows water to be returned to the public drinking water supply is permitted. D. No pipe or pipe fitting which contains more than 0.25% lead may be used for the installation or repair of plumbing at any connection which provides water for human use. E. No solder or flux which contains more than 0.2% lead can be used for the installation or repair of plumbing at any connection which provides water for human use. 1.10 The AUTHORITY will make all buildings, structures, facilities, infrastructure and land uses located on AUTHORITY property available for inspection by the CITY. Subject to AUTHORITY security measures, the CITY may at its sole discretion elect to conduct routine inspections and coordinate access with AUTHORITY for inspections during normal business hours. The AUTHORITY agrees to allow at its sole discretion periodic inspections and review of plans by CITY staff to ensure compliance with applicable codes. Any non-compliance issues found by the CITY will be communicated to AUTHORITY and addressed by the AUTHORITY within a reasonable time period. The CITY will notify AUTHORITY in writing of issues not resolved to the CITY'S satisfaction and the AUTHORITY shall comply with City standards. 1.11 Demolition. All building demolition permits will go through the CITY'S Development Services Department's demolition review and permitting process currently in place. The AUTHORITY agrees to pay all fees associated with demolition review and permitting including municipal solid waste fees. 1.12 The AUTHORITY agrees to commit to working with the City to establish a long-term lease or other appropriate agreement(s) to support the City's plans for the walkable connection along the ship channel. 1.13 The AUTHORITY will keep the CITY staff informed of the status of the proposed design of parking and landscaping improvements within the right-of- way to be built upon the decommissioning of the existing Harbor Bridge. ARTICLE 2 4 321601 GENERAL PROVISIONS 2.1 No Joint Enterprise. This Agreement is not intended to and shall not create a joint enterprise between Authority and the CITY. The Parties are undertaking governmental functions under this Agreement and the purpose of the Agreement is solely to further the public good, rather than any pecuniary or proprietary purpose. 2.2 Agreement not for Benefit of Third Parties. This Agreement is made for the exclusive benefit of Authority and the CITY and not for the benefit of any third party or parties. 2.3 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, Venue for this Agreement shall be in Nueces County, Texas. 2.4 Severability. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this Agreement shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this Agreement, for it is the intent of the Parties that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. 2.5 Amendments. No amendments, modifications or other changes to this Agreement shall be valid or effective without the written consent of the Parties. 2.6 Termination. This Agreement will commence on the date of execution by the CITY and continue for an initial term of four (4) years, and which is automatically renewed annually. Should the CITY desire to terminate the agreement for convenience, prior to the expiration of the current term, or any renewal term of the agreement, CITY must provide 45 days' notice to the AUTHORITY. CITY may terminate for cause for a material breach effective immediately upon receipt of notification to the AUTHORITY. The City Manager will have authority to effect said termination for cause or convenience without further action by the City Council. Should the AUTHORITY desire to terminate the agreement for convenience, prior to the expiration of the current term, or any renewal term of the agreement, AUTHOIRTY must provide 45 days' notice to the CITY. 2.7 Renegotiation. In case any one or more of the provisions hereof should be held to be illegal, invalid, or unenforceable in any respect, the CITY and the AUTHORITY agree to make a good faith effort to renegotiate another 5 321601 agreement to fulfill the purpose and intent of the present Agreement. In addition, if any provisions hereof should be held to be illegal, invalid or unenforceable in any respect, such illegality, invalidity or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been included in this Agreement. 2.8 Immunity. It is expressly understood and agreed that nothing in this Agreement waives or relinquishes the right of AUTHORITY or the CITY to claim any exceptions, privileges, or immunities as may be provided by law. 2.9 Notices. All notices, demands or requests from the CITY to AUTHORITY shall be given to the Port of Corpus Christi Authority of Nueces County, Texas, Attention: Sean Strawbridge, Chief Executive Officer, P.O. Box 1541, Corpus Christi, Texas 78403, or at such other address as Authority shall request in writing. All notices, demands or requests from AUTHORITY to the CITY shall be given to the City of Corpus Christi, Attention: Director of Development Services, at 1201 Leopard Street, Corpus Christi, Texas 78401, or at such other address as the CITY shall request in writing. 2.10 Payments. Any payment made by either the CITY or AUTHORITY for any of the services provided pursuant to this Agreement shall be made out of current revenues available to such party as required by the Interlocal Cooperation Act. All funding obligations of the CITY or AUTHORITY under this Agreement are subject to the appropriation of funds. 2.11 Interlocal Cooperation Act. This Agreement is subject to the terms and provisions of the Texas Interlocal Cooperation Act, (the "Act"), codified as Chapter 791 of the Teas Government Code. Each party represents that this agreement has been duly passed and approved by its governing body, as required by the Act. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by duly authorized offices as of the dates provided below each signature, to be effective, however, for all purposed, as of the Effective Date. (Signatures are on the next page) 6 321601 WITNESS this day of 2019. CITY OF CORPUS CHRISTI PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS Samuel Keith Selman Sean C. Strawbridge Interim City Manager Chief Executive Officer ATTEST: Rebecca Huerta City Secretary APPROVED AS TO FORM: Buck Brice Assistant City Attorney For City Attorney 7 321601 Interlocal Agreement with Port of Corpus Christi Authority of Nueces County City Council Presentation March 19, 2019 Interlocal Agreement 1 • 1 • • • • • •Z • ♦ ,• • • ♦ ♦ Corpus Christi .• Legend City Limits / / Industrial District Port of Corpus Christi Properties Vicinity Map t N Interlocal Agreement Port Authority/Tenant obligations • Will not be required to plat, obtain permits, inspections or CofOs for new construction and renovations • Will comply with all technical codes and zoning • Will submit affidavit annually certifying new construction and renovations meet codes City obligations • Review and inspections related to health permits, demolition permits, fire alarm, fire line and fire suppression systems will go through the City of Corpus Christi procedures and the Authority will pay all associated fees • City may inspect and request copies of construction plans upon request Interlocal Agreement Contract Compliance • Non-compliance issues found by the City will be communicated to Port Authority and addressed by the Authority within a reasonable time period. • City will notify Authority in writing of issues not resolved to the City's satisfaction and the Authority shall comply with City standards. Termination • 4 year term, automatic annual renewal • 45 days notice to terminate for convenience • City may terminate for cause for a material breach upon receipt of notification to Authority • Renegotiation Staff Recommendation Approval AGENDA MEMORANDUM First Reading Ordinances for the City Council Meeting 03/19/2019 Consent Agenda for the City Council Meeting 03/26/2019 DATE: March 12, 2019 TO: Keith Selman, Interim City Manager FROM: Daniel McGinn, Director of Planning and ESI DanielMc(c�cctexas.com (361) 826-7011 First Reading Ordinance — Creating Industrial District No. 4 CAPTION: Ordinance authorizing the establishment of Industrial District No. 4 within the extraterritorial jurisdiction of the City of Corpus Christi, Texas; and authorizing Industrial District Agreement No. 102 with Epic Y -Grade Logistics, L.P. PURPOSE: To create a new industrial district and approve an agreement with Epic Y -Grade Logistics, L.P. ("Epic"), for development of a property in the City's extraterritorial jurisdiction. BACKGROUND AND FINDINGS: The City currently has two industrial districts in its extraterritorial jurisdiction. The industrial districts were originally created in the 1980s, and the boundaries of the current industrial districts were most recently defined in 2013, which established Industrial District No. 1 and Industrial District No. 2. Another portion of the City's extraterritorial jurisdiction has been informally referred to as Industrial District No. 3 and represented as such on some GIS maps. The area represents some industrial district agreements that the City previously had under Section 11.0131 of the Texas Natural Resources Code with owners of certain improvements in the Gulf. Staff recommends the creation of a new Industrial District No. 4 in the City's extraterritorial jurisdiction to encompass the boundaries of a planned industrial development by Epic. The proposed Industrial District Agreement No. 102 contains the same payment terms that the City has used for its current agreements in Industrial District No. 1 and Industrial District No. 2. The agreement also references the requirement that Epic provide certain water infrastructure improvements prior to the provision of water by the City and contains reference to a separate agreement between the City and Epic under Chapter 212 of the Local Government Code, which also appears on the agenda today. ALTERNATIVES: City Council could choose not to approve the agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council authorization to approve an ordinance. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Planning Development Services City Manager's Office 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: None RECOMMENDATION: Staff recommends approval of this resolution. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Exhibit A — Metes and Bounds Description Exhibit B — Industrial District Agreement No. 102 Map of Industrial District No. 4 Boundary ORDINANCE AUTHORIZING THE ESTABLISHMENT OF INDUSTRIAL DISTRICT NO. 4 WITHIN THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF CORPUS CHRISTI, TEXAS; AND AUTHORIZING INDUSTRIAL DISTRICT AGREEMENT NO. 102 WITH EPIC Y -GRADE LOGISTICS, L.P. WHEREAS, under Texas Local Government Code Chapter 42, Subchapter 42.044, the Governing body of any city has the right, power and authority to designate any part of the area located in its extraterritorial jurisdiction as an Industrial District, and to treat such area from time to time as such governing body may deem to be in the best interest of the City; and WHEREAS, included in such rights and powers of the governing body of any city is the permissive right and power to enter into written agreements with the owner or owners of land in the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status of such land, and immunity from annexation by the city for a period of time, and other such terms and considerations as the parties might deem appropriate; and WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas (the "City"), to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the City and its environs by attracting the location of new and the expansion of existing industries therein as being in the best interest of the City and its citizens; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the City of Corpus Christi has enacted Ordinance No. 15898, approved November 26, 1980, as amended, indicating its willingness to enter into industrial district agreements with industries located within its extraterritorial jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues, the City Council passed Ordinance No. 029958 to reestablish the boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas "Industrial District No. 1" and "Industrial District No. 2"; and WHEREAS, an area of the City's extraterritorial jurisdiction has been informally referred to as Industrial District No. 3 and the use of such name a new Industrial District may cause confusion; and WHEREAS, the City Council wishes to create an additional Industrial District within the City's extraterritorial jurisdiction and such area shall be named Industrial District No. 4. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The findings contained in the preamble of this Ordinance are determined to be true and correct and are hereby adopted as a part of this Ordinance. SECTION 2. Ordinance No. 029958 is hereby amended to include the creation of a new industrial district. Industrial District No. 4 is hereby established as described in the Metes and Bounds Description attached hereto and incorporated herein. SECTION 3. The City may create new Industrial Districts, and expand or diminish the size of any Industrial District and the City hereby reserves all rights and powers it may have or acquire to revoke in whole or in part the creation of all or any part of an Industrial District, except to the extent that it has agreed not to do so in any industrial district agreement. SECTION 4. The City Council approves and authorizes Industrial District Agreement No. 102 with Epic Y -Grade Logistics, L.P. for property included within the newly created Industrial District No. 4, which is attached hereto and incorporated herein. The City Manager, or his designee, is hereby authorized to execute such documents and all related documents on behalf of the City of Corpus Christi. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor 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 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 Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED, this the th day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Metes and Bounds Description BLACK GOLD SURVEYING & ENGINEERING, INC. 2711 West Front St. P.O. Box 3416 Alice, Texas 78333 Ph (361) 668-9200 Fax (361) 668-9204 blackgoldsurveying@sbcglobal.net FIELD NOTES DESCRIPTION EPIC Y -Grade Logistics, LP 494.32 ACRES Nueces County, Texas Being all of Lots 3 & 4 of the J.A. Hunter Subdivision of the J.A. Hunter Tract, as shown in Volume 3, Page 27 in the Map Records of Nueces County, Texas, being the same tract as conveying partial interest to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, Less & Except a called 2.50 acre tract, as surveyed for Thomas Marvin Bernsen, et al, shown as (5) 0.50 acre lots "A" thru "E" in Volume 1402, Page 474 in the Deed Records of Nueces County, Texas, Less & Except a called 1.198 acre tract, as conveyed to the State of Texas in Volume 659, Page 178 in the Deed Records of Nueces County, Texas. Said Tract also Being all of a called 297.80 acre tract, as conveyed to EPIC Y -Grade Logistics, LP, in Document #2018013202 in the Official Public Records of Nueces County, Texas, being all of Lots 1, 2 & 5 of said J.A. Hunter Subdivision of the J.A. Hunter Tract, being the same tract as conveyed to Clara Driscoll Sevier in Volume 199, Page 475 in the Deed Records of Nueces County, Texas, Less & Except a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas. Said Tract being out of the "EL DIEZMERO" GREGORIO FARIAS Survey No. 599, Abstract No. 592, with the Point of Beginning being located approximately 3.90 miles, N 60° 06' E, from Robstown, Texas. This said 196.52 acre tract being more particularly described as follows: BEGINNING at a 1" iron bar (X=1,270,865.82 & Y=17,187,506.53) found on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, being the Southwest corner of said 297.80 acre tract, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2, for a corner of this herein described tract; THENCE S 89° 45' 31" W, (called N 89 ° 50' W), at 2014.13 feet pass a concrete highway monument, at 2017.43 feet a 5/8" iron rod in concrete found to the right 0.12 feet for a total distance of 2,020.89 feet to a concrete highway monument found on the South line of said Lot 3, being on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southeast corner of said 1.198 acre tract, for the Southwest corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W), a distance of 1,594.63 feet to a 5/8" iron rod set on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southwest corner of said 2.50 acre tract, for a corner of this herein described tract, from which, a found 1/2" iron pipe bears: S 88° 21' 40" W - 1.06 feet; THENCE N 89° 41' 33" E, (called S 89° 50' E — 198'), a distance of 198.00 feet to a 5/8" iron rod set for the Southeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W — 550'), at 547.90 feet pass a found 5/8" iron bar 0.26 feet left, continuing for a total distance of 550.00 feet to a 1/2" iron rod found for the Northeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; THENCE S 89° 42' 43" W, (called N 89° 50' W — 198'), a distance of 198.00 feet to a 5/8" iron rod set on the East Right of Way of F.M. 1694 (Callicoate Road) for the Northwest corner of said 2.50 acre tract, for a corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W), a distance of 1,858.99 feet to a 5/8" iron rod set on the North line of said Lot 4 and South line of said Lot 6, being on the East Right of Way of F.M. 1694 (Callicoate Road), being the Northeast corner of said 1.198 acre tract, for the Northwest corner of this herein described tract, from which, a found 1/2" iron rod bears: S 89° 29' 28" W - 2.44 feet; Metes and Bounds Description (continued) THENCE N 89° 29' 28" E, (called S 89°50' E) at 29.79 feet a found 5/8" iron rod 0.18 feet left, being the Southwest corner of a called 213.554 acre tract, as conveyed to 4 J Land, LTD, described as Tract II in Document #2015004604 in the Official Public Records of Nueces County, Texas, continuing for a total distance of 2,328.12 feet to a 1" iron bar found on the South line of said Lot 6, same being the South line of said 213.554 acre tract, being the Northeast corner of said Lot 4, the Northwest corner of said 297.80 acre tract and the Northwest corner of said Lot 5, for a corner of this herein described tract; THENCE N 89° 13' 50" E, a distance of 1,095.44 feet (called S 89° 50' 00" E — 1,093.85') to a 5/8" iron rod with plastic cap stamped Bass and Welsh found on the Southwest line of a called 48.589 acre tract, as conveyed to Herbert L. Holcomb and Yvette D. Holcomb in Document # 830913 in the Official Public Records of Nueces County, Texas, being the Southeast corner of said Lot 6 and said 213.554 acre tract, being the upper Northeast corner of Lot 5 and of this herein described tract; THENCE S 53° 55' 07" E, a distance of 3,467.55 feet (called S 53° 15' 00" E) to a 5/8" iron rod with plastic cap stamped #5652 set on the West Right of Way of F.M. 24 (Violet Road), for the Southeast corner of said 48.589 acre tract, being on the upper East line of said Lot 1, for the Northwest corner of a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas, for the Northeast corner of this herein described tract; THENCE S 09° 38' 59" W, with the West line of said F.M. 24 (Violet Road) a distance of 1,977.50 feet (called S 10° 22' W) to a 5/8" iron rod (0.16 feet Southwest of a 1/2" iron rod with plastic cap stamped CDS Muery) found on the South line of said Lot 1 and the West Right of Way of F.M. 24 (Violet Road), being the Southwest corner of said 1.802 acre tract and the Northeast corner of a called 246.302 acre tract, as conveyed to Equistar Chemicals, LP in Document #1999027620 in the Official Public Records of Nueces County, Texas, for the Southeast corner of this herein described tract; THENCE S 89° 22' 27" W, a distance of 3,076.73 feet (called N 89° 50' W) to a 5/8" iron rod found on the South line of said Lot 1, for the Northwest corner of said 246.302 acre tract and the Northeast corner of said 209.122 acre tract, for a corner of this herein described tract; THENCE S 89° 37' 33" W, (called N 89° 50' W) a distance of 733.93 feet to the POINT OF BEGINNING and containing 494.32 acres of land, more or less, within these metes and bounds. NOTE: There is to be a proposed 3.67 acre drill site tract near the Southwest corner of said 297.80 acre tract, and is described as follow: BEGINNING at a point (X=1,271,133.81 & Y=17,187,508.27) on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, same being the South line of said Lot 2, for the Southwest corner of this herein described designated 3.67 acre drill site tract, from which, a 1" iron bar found for the Southeast corner of a called 200 acre tract, as conveyed to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2 bears: S 89° 37' 33" W, a distance of 268.00 feet; THENCE N 00° 28' 34" W, a distance of 400.00 feet to a point for the Northwest corner of this herein described 3.67 acre tract; THENCE N 89° 37' 33" E, a distance of 400.00 feet to a point for the Northeast corner of this herein described 3.67 acre tract; THENCE S 00° 28' 34" E, a distance of 400.00 feet to a point on the North line of said 209.122 acre tract and South line of said Lot 2, for the Southeast corner of this herein described 3.67 acre tract; THENCE S 89° 37' 33" W, (called N 89° 50' W) a distance of 400.00 feet to the POINT OF BEGINNING and containing 3.67 acres of land, more or less, within these metes and bounds. All bearings, distances, coordinates and acreage recited refer to the State Plane Coordinate System, NAD83, Texas South Zone, with control established based upon NGS Monument SP 210 X=1,273,908.08 and Y=17,183,592.16 FILE No. 180236310 INDUSTRIAL DISTRICT AGREEMENT NO. 102 THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § This Industrial District Agreement ("Agreement") made and entered into under the authority of Section 42.044 of the Local Government Code, by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule municipal corporation ofNueces County, Texas, hereinafter called the "CITY," and Epic Y -Grade Logistics, L.P., Landowner, a Delaware limited partnership, hereinafter called the "COMPANY." WITNESSETH: WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas, to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the CITY and its environs by attracting the location of new and the expansion of existing industries therein, and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the CITY and its citizens; and WHEREAS, the COMPANY is the owner and/or lessee of Land or owner of Improvements on land within the Extra Territorial Jurisdiction of the CITY; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating its willingness to enter into Industrial District Agreements with industries located within its Extra Territorial Jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958 reestablished the boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts"; and WHEREAS, the CITY desires to encourage the updating, expansion and growth of industries within said Industrial Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the COMPANY'S structures and properties within such Industrial Districts. 1 NOW, THEREFORE, in consideration of the premises, the mutual agreements of the parties herein contained and under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the City referred to above, the CITY and the COMPANY hereby agree as follows: Article 1 Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this Agreement, and subject to the terms and provisions herein, the Land shall retain its extraterritorial status as an Industrial District, and shall continue to retain this status until and unless the same is changed under the terms of this Agreement. Except as herein provided, the CITY further covenants and agrees that the Land shall be immune from annexation during the term of this Agreement. Section 1.02 Limited to Industrial Use. COMPANY covenants and agrees that during the term hereof, COMPANY will not use or permit the use of the Land and Improvements covered by this Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such parties holding such similarly situated land. Holding the Land and Improvements for future "industry" use, without using same for non -industry purposes, does not violate this paragraph. If the COMPANY uses, or permits use of, the Land and/or Improvements covered by this Agreement for purposes not included within the term "industry" as defined above, the payment in lieu of tax to be paid by the COMPANY under this Agreement shall be increased to an amount equal to one hundred percent (100%) of the amount of ad valorem taxes on Land, Improvements, and personal property sited on the Land that would otherwise be payable to the CITY by the COMPANY if said Improvements were situated on land within the CITY limits of the CITY. The increase shall be immediately effective for all payments from the inception of this Agreement, and the COMPANY shall transmit to the CITY within sixty (60) days of being notified by the CITY of the determination of a non -industry use, subject to the notice provided for in Section 4.04, an amount equal to said one hundred percent (100%) of ad valorem taxes from the inception of this Agreement, less any amounts previously paid, plus penalties and interest as if the amounts were delinquent taxes. The CITY shall be entitled to its attorneys' fees and other costs in collecting any of these amounts. In addition, the CITY shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent jurisdiction, upon the court's determination that the use is not an "industry" use, requiring that the use be permanently discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall continue to make payments equal to said one hundred percent (100%) of ad valorem taxes. Section 1.025 Required Public Infrastructure. A. As part of its development of the Land, COMPANY shall provide all infrastructure required for the provision of CITY water services to the COMPANY. COMPANY will dedicate easements to such water infrastructure in accordance with City requirements and acceptance. All water infrastructure must be built by the COMPANY and accepted by CITY prior to the provision of any water services by CITY. B. The Parties agree to be bound by the terms of the supplemental agreement between the Parties under Section 212.172 of the Local Government Code (the "212 Agreement"). The 212 Agreement lays out rights and obligations related to public infrastructure on or near the Land. 2 Section 1.03 Annexation Corridor. If any other company within the Extra Territorial Jurisdiction of the CITY fails to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said defaulting company is not contiguous with the CITY'S boundary, the COMPANY shall, after the CITY provides the COMPANY with sixty (60) days prior written notice of intent to initiate annexation proceeding, permit the CITY to annex a suitable strip of land out of the COMPANY'S Land from the CITY'S boundary to the defaulting company's land to permit its annexation. In the event the CITY must annex a part of the COMPANY'S property in order to annex property owned by third parties, the CITY will annex the absolute minimum amount of the COMPANY'S property legally necessary to annex such property owned by third parties. The location of such annexed property shall be subject to the approval of the COMPANY, such approval shall not be unreasonably withheld. COMPANY and such annexed property shall have no right to any CITY services as a result of such annexation; nor shall the CITY extend, by ordinance, any rules, or regulations, including, but not limited to, those (a) governing plats and subdivisions of land, (b) prescribing any building, electrical, plumbing or inspection code or codes, or (C) attempting to exercise in any manner whatsoever control over the conduct of COMPANY'S business thereon. Such annexed portion of land shall remain a part of this Agreement and shall not be subject to CITY taxes, but shall continue to be included within the in lieu of tax payment. In the event that the need for an annexation corridor no longer exists, including but not limited to the defaulting company entering into an Industrial District Agreement, or has met its obligations to the CITY, the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the COMPANY'S Land, or within (60) days, take the steps necessary to complete disannexation proceedings required to remove from the city limits any unnecessary annexation corridor. Section 1.04 City Services. During the term hereof, pursuant to this Agreement, the CITY shall have no obligation to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for by the COMPANY on the date hereof, or as otherwise stated herein. Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof. Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that, except as provided in this Agreement and/or the 212 Agreement, during the term hereof, with respect to the Land, the CITY shall not require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it will in no way divide the Land or additions thereto without complying with State law and CITY ordinances governing subdivision of land; (2) prescribing any building, electrical, plumbing or inspection code or codes; or (3) prescribing any rules governing the method of operation of COMPANY'S business, except as to those regulations relating to the delivery of utility services and industrial waste disposal through CITY -owned facilities. Section 1.07 Definitions. A. City. As defined in the preamble hereof and includes its successors and assigns. 3 B. Commencement of Construction. Physical construction (including, at a minimum, excavation for foundations or the beginning of installation or erection of improvements) at the primary site of the eligible project has begun. C. Existing Improvements. In use prior to January 1, 2015 and no longer on a payment scale or have completed the phase in scale set forth in Section 3.01 E of the Agreement. D. Extra Territorial Jurisdiction (ETJ). The unincorporated area that is contiguous to the corporate boundaries of the City of Corpus Christi and that is located within five miles of those boundaries. E. Grandfathered Improvements. Improvements that are in use prior to January 1, 2015 and were progressing through the eight year phase in scale set forth in the Prior Industrial District Agreement. F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines on, under, or across the land which are owned by COMPANY. Includes Existing Improvements, Grandfathered Improvements, In Progress and New Improvements. G. In -Progress Improvements. Improvements for which construction has commenced, but which are not Placed in Use, prior to January 1, 2015, or for which government permits related to the construction of an Improvement or the expansion of Existing Improvements have been issued prior to January 1, 2015, but for which construction has not commenced. H. Industrial District. The industrial districts created by Ordinance No. 029958, as amended. I. Industrial District Agreement. An agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code. J. Land. All of the real property owned, leased or possessed by COMPANY and located within the Industrial Districts and designated on Exhibit A attached hereto. K. Market Value. As determined and defined by NCAD. L. NCAD. The Nueces County Appraisal District and includes its successors and assigns. M. New Improvement. Improvement for which no government permit has been secured and for which construction has not commenced prior January 1, 2015. N. Placed in Use. Improvements that are completed and Placed in Use and are not listed by NCAD as Construction Work in Progress (CWIP). O. Prior Industrial District Agreement. Industrial District Agreement by and between the CITY and the COMPANY that expired December 31, 2014. 4 Article 2 Section 2.01 Term. The term of this Agreement shall be ten (10) years beginning January 1, 2015, and continuing until December 31, 2024, unless terminated as herein provided or extended for additional period or periods of time upon mutual consent of the COMPANY and the CITY as provided by the Local Government Code; provided however, if this Agreement is not extended, or replaced with a similar agreement that provides for an additional period or periods of time, on or before March 31 of the final calendar year of the term hereof, then the immunity from annexation granted herein shall terminate on that date, but all other terms of this Agreement shall remain in effect for the remainder of the term; provided, however, the effective date and time of annexation shall be no earlier than midnight of December 31 of the final year of the term. Section 2.02 Extended Term. This Agreement may be extended for an additional period or periods only by written agreement between the CITY and the COMPANY. Article 3 Section 3.01 Payment in Lieu of Ad Valorem Taxes. Each year during the term hereof, the COMPANY shall pay to the CITY: A. Land. An amount in lieu of tax on the Land (excluding Improvements and personal property located thereon) equal to one hundred percent (100%) of the amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if the Land were situated within the CITY limits. B. Existing Improvements. An amount in Lieu of tax on Existing Improvements (excluding personal property) located on the Land equal to sixty-two and one half percent (62.5%) of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements which would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on land within the CITY limits. C. Grandfathered Improvements. If prior to January 1, 2015, the COMPANY was progressing through the eight year phase in scale set forth in the Prior Industrial District Agreement, then the amount of in lieu of tax payments on Grandfathered Improvements (excluding personal property) shall be phased in as follows: Yr Placed in Use Yr 1 of Contract Yr2of Contract Yr3of Contract Yr4of Contract Yr5of Contract Yr6of Contract Yr7of Contract Yr8of Contract Yr9of Contract Yr 10 of Contract Prior to 2007 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 2007 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 2008 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 2009 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 2010 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 5 D. In -Progress Improvements. If prior to January 1, 2015, the COMPANY has In -Progress Improvements, the COMPANY may, at its option, choose to have the in lieu of tax payment for said In -Progress Improvements phased in as shown in Section 3.01 C above, or as in Section 3.01 E below. No later than January 1, 2015, COMPANY shall elect an option and must present the City with documentation of government permit or proof of Commencement of Construction. E. New Improvements. With respect to any New Improvements, the in lieu of tax payment shall be phased in as follows: for the first four years after the New Improvement is Placed in Use, the COMPANY shall pay no in lieu of tax payment to the City for said New Improvement. Commencing with the fifth calendar year after the New Improvement is Placed in Use, the in lieu of tax payment shall be equal to sixty two and one half percent (62.5%). The first year of use for purposes of this New Improvements payment shall be deemed to begin on the first day of January following the date when the New Improvements are Placed in Use. F. With respect to any new land acquired by the COMPANY located within an Industrial District, the use of which relates directly to the primary use of the parent tract, the new land shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January 1 of the first year following the date which the new land is acquired by the COMPANY. Within ninety (90) days after the acquisition of new land by the COMPANY, the COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by NCAD Geographic ID number of the newly acquired land. G. With respect to any new land acquired by the COMPANY after January 1, 2015, located within the Extra Territorial Jurisdiction of the CITY, the use of which does not relate to the primary use of the parent tract, the COMPANY shall report such purchase to the CITY and the CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land. Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or upon final determination of Market Values by NCAD, whichever is later, the COMPANY shall provide to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all NCAD Geographic ID numbers and the values related thereto, and showing all Land and Improvements, owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule"). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to NCAD and, in the event of appeal, the Appraisal Review Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. Section 3.03 Determination of Value. In determining the COMPANY'S annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Market Value of all Land and 6 2011 26% 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 62.5% 2012 19% 26% 34% 42% 50% 58% 62.5% 62.5% 62.5% 62.5% 2013 12% 19% 26% 34% 42% 50% 58% 62.5% 62.5% 62.5% 2014 6% 12% 19% 26% 34% 42% 50% 58% 62.5% 62.5% D. In -Progress Improvements. If prior to January 1, 2015, the COMPANY has In -Progress Improvements, the COMPANY may, at its option, choose to have the in lieu of tax payment for said In -Progress Improvements phased in as shown in Section 3.01 C above, or as in Section 3.01 E below. No later than January 1, 2015, COMPANY shall elect an option and must present the City with documentation of government permit or proof of Commencement of Construction. E. New Improvements. With respect to any New Improvements, the in lieu of tax payment shall be phased in as follows: for the first four years after the New Improvement is Placed in Use, the COMPANY shall pay no in lieu of tax payment to the City for said New Improvement. Commencing with the fifth calendar year after the New Improvement is Placed in Use, the in lieu of tax payment shall be equal to sixty two and one half percent (62.5%). The first year of use for purposes of this New Improvements payment shall be deemed to begin on the first day of January following the date when the New Improvements are Placed in Use. F. With respect to any new land acquired by the COMPANY located within an Industrial District, the use of which relates directly to the primary use of the parent tract, the new land shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January 1 of the first year following the date which the new land is acquired by the COMPANY. Within ninety (90) days after the acquisition of new land by the COMPANY, the COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by NCAD Geographic ID number of the newly acquired land. G. With respect to any new land acquired by the COMPANY after January 1, 2015, located within the Extra Territorial Jurisdiction of the CITY, the use of which does not relate to the primary use of the parent tract, the COMPANY shall report such purchase to the CITY and the CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land. Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or upon final determination of Market Values by NCAD, whichever is later, the COMPANY shall provide to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all NCAD Geographic ID numbers and the values related thereto, and showing all Land and Improvements, owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule"). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to NCAD and, in the event of appeal, the Appraisal Review Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. Section 3.03 Determination of Value. In determining the COMPANY'S annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Market Value of all Land and 6 Improvements as determined by NCAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide information and reports required under this Agreement and under Texas law, rules and regulations to NCAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws. Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of its properties by NCAD for any year or years during the term hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same as if the property were located within the CITY, except with regard to the exemptions in Section 3.06 below. The COMPANY shall notify the CITY of its appeal within 30 days after its protest of the valuation is submitted to NCAD. Notwithstanding any protest of valuation by the COMPANY or any non NCAD related billing dispute, the COMPANY agrees to pay to the CITY an initial in lieu of tax payment, on or before the Due Date in Section 3.07 below, based on the amount billed by the CITY. When the valuation on said property or any billing dispute has been finally determined, either as the result of final judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy, then within thirty (30) days thereafter, the COMPANY shall make to the CITY any additional payment due based on the final determination. If, as a result of final judgment of a court of competent jurisdiction, or as the result of other final settlement of the controversy, the amount of in lieu of tax payment due to the CITY is established to be an amount less than the amount of the initial in lieu of tax payment for that year paid by the COMPANY, the excess in lieu of tax payment, if any, collected by the CITY shall be returned to COMPANY within thirty (30) days after said final determination. Any non NCAD related billing disputes shall be resolved by the CITY within ninety (90) days from the date notice of the dispute is received by the CITY. Section 3.05 Fire Protection. An additional amount for city fire protection equal to fifteen percent (15%) of the amount which would be payable on 100% of Market Value of Improvements located on the Land will be paid annually; provided, however, that if and as long as the COMPANY, as of January 1 of each year, is a member in good standing of the Refinery Terminal Fire Company, or its successor, or the COMPANY agrees to provide fire protection and emergency services either from a qualified external provider or by use of a qualified internal emergency response organization, it shall not be obligated to pay the additional amount provided by this Section 3.05. Minimum qualifications would include meeting certain standards as defined by applicable OSHA, state regulatory and NFPA Standards that apply to fire control, emergency management, disaster planning and rescue services as recognized by the Texas Industrial Fire Training Board, the State Fireman's and Fire Marshal's Association of Texas or equivalent. The COMPANY will provide equipment, training, and facilities necessary to safely handle all expected emergencies and properly protect the COMPANY and the community from the adverse effects of an industrial disaster, which obligation may be satisfied by the COMPANY being a member in good standing of the Refinery Terminal Fire Company, or its successor. (Calculation: Market Value of Improvements x 15% x City Tax Rate = Fire Protection Fee) Section 3.06 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which sets forth the amount of payment in lieu of tax owed to the City calculated in accordance with this Agreement. Such invoice shall be postmarked at least thirty (30) days prior to the Due Date defined in Section 3.07 below, and shall be mailed to the address shown in Section 10.03 of this Agreement. The calculation shall be made without reference to the exemption for pollution control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as same presently exist 7 or may be hereafter amended, using the Market Value of pollution control equipment certified by NCAD. In addition, all the amounts shall be calculated without reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995. Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following each year during the term hereof (the "Due Date"), all payments in lieu of tax provided for hereunder and invoiced by the CITY in accordance with Section 3.06 above, without discount for early payment. The present ratio of ad valorem tax assessment used by the CITY is one hundred percent (100%) of the Market Value of property. Any change in the ratio used by the CITY shall be reflected in any subsequent computations hereunder. This Agreement, and the method of determining and fixing the amount of in lieu of tax payments hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation, including, but not limited to, laws relating to rendition, assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at twelve (12%) per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections, including reasonable attorneys' fees. Article 4 Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a payment due to the CITY hereunder or if the COMPANY fails to perform any other obligation incumbent upon the COMPANY to be performed hereunder, and if such default is not fully corrected within sixty (60) days after the CITY gives written notice of said default to the COMPANY (or, if within such 60 day period, the COMPANY has not demonstrated a satisfactory plan of compliance approved by the CITY (where compliance requires more than 60 days)), the City shall have the option to either (1) declare this Agreement terminated and immediately commence annexation proceedings and sue to recover all damages; (2) bill COMPANY and sue to recover 100% of all monies that the CITY would have received from the COMPANY if it had been within the CITY limits, which includes 100% of all taxes, attorneys' fees and court costs; or (3) continue this Agreement for its term and collect the payments required hereunder. Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements which may, in the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below, be enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and Improvements which may be foreclosed in the event of such uncured default (1) judicially or (2) extra judicially in the same manner as a deed of trust under Texas Property Code, and for that purpose may appoint a trustee or trustees. Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance annexing any of the Land (except with reference to the agreed annexation corridor in Section 1.03), the COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of the term of this Agreement, from enforcing any annexation ordinance adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder, under 8 injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this Agreement. Section 4.04 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach by the COMPANY of any of the terms or conditions of this Agreement, the CITY shall give the COMPANY written notice specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. Thereafter, the COMPANY will be afforded sixty (60) days within which to cure the alleged default (or, if cure requires more than 60 days, the COMPANY shall have the right to demonstrate a satisfactory plan of cure approved by the CITY within such 60 days, which shall be deemed to be a cure so long as the COMPANY is diligently pursuing such plan). Section 4.05 Cumulative Remedies. The remedies provided herein are cumulative, none is in lieu of any other, and any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is in default in any provision of this Agreement, the failure on the part of the CITY to promptly avail itself of the rights and remedies that the CITY may have, will not be considered a waiver on the part of the CITY; provided that if the CITY within ten (10) years from the date of any default by the COMPANY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may have, will not be considered a waiver on the part of the COMPANY; provided that if the COMPANY within ten (10) years from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Section 4.07 Limitation of Liability. To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid in lieu of tax payments, late penalties and interest associated therewith, and any costs of collection including but not limited to attorney fees. Article 5 Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with a listing of Geographic ID numbers, as available from NCAD or its successor, to be attached hereto and incorporated herein as Exhibit A. With respect to COMPANY'S acquisition of new land, as described in Section 3.01 F, which becomes included in the Land, COMPANY agrees to provide to CITY a listing of Geographic ID numbers as available from NCAD or its successor. Article 6 Section 6.01 Annexation By Another Entity. If any attempt to annex any of the Land owned, used, occupied, leased, rented or possessed by COMPANY, is made by another municipality, or if the 9 incorporation of any new municipality should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent injunction against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the circumstances. The cost of the legal action shall be borne equally by the parties hereto; provided, however, the fees of any special legal counsel shall be paid by the party retaining same. Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction enjoining the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the option of (1) terminating this Agreement, effective as of the date of the annexation or incorporation, or (2) continuing to make the in lieu of tax payment required hereunder. This option shall be exercised within thirty (30) days after the application for the temporary injunction is denied. If the COMPANY elects to continue the in lieu of tax payment, the CITY shall place future payments hereunder together with part of the payment for the calendar year in which the annexation or incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-bearing escrow account which shall be held by CITY subject to the following: A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent injunction and/or upholding the annexation or incorporation, then all these payments and accrued interest thereon shall be refunded to the COMPANY; or B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent injunction and/or invalidating the annexation or incorporation, then all the payments and accrued interest thereon shall be retained for use by the CITY. Article 7 Section 7.01 Sale or Lease. Whenever the COMPANY sells all or a portion of the Land or Improvements to any entity that is not an affiliate of the Company, unless such affiliate will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said sale, and this Agreement shall continue in effect as to all Land and Improvements sold. If COMPANY sells only a portion of the Land or Improvements, the COMPANY shall furnish to the CITY a revised Exhibit A effective for the calendar year next following the calendar year in which the conveyance occurred. If the COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said lease, and this Agreement shall continue in effect as to all Land and Improvements leased. Section 7.02 Company's Responsibility for Payment. The COMPANY as seller or lessor in a transaction pursuant to Section 7.01 above, shall remain solely responsible for any payment in lieu of tax attributable to the Land or Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with the buyer or lessee of such Land or Improvements, which shall be consented to by the CITY, in which the buyer or lessee assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or Improvements. Section 7.03 Assignment. This Agreement may be assigned by the COMPANY. If this Agreement is assigned, the COMPANY shall notify the CITY of such assignment within thirty (30) days. Article 8 10 Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors and assigns, affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns, or in any other manner disposes of, either voluntarily or by operations of law, all or any part of the Land, and the agreements herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension thereof remains in force. The word "affiliates" as used herein shall mean: (1) all companies with respect to which the COMPANY directly or indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise control over fifty percent (50%) or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c) of the Internal Revenue Code of 1954, as amended. Article 9 Section 9.01 Buy Local. COMPANY shall use reasonable efforts to acquire all of its procurements, including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area. COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Section 9.02 Water Procurement. COMPANY acknowledges that the CITY provides a regional water system that is critical to the well-being and economic growth of the entire area and that it is important for each customer to continue to use the system as its principal source of water. COMPANY intends to obtain all of its total water needs from CITY. COMPANY agrees to provide six months written notice of any intent or action to obtain more than ten percent (10%) of its total water needs from any source other than the CITY. Article 10 Section 10.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Section 10.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. Section 10.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address in writing. Notices by a party to the other party hereto, shall be mailed or delivered as follows: 11 To the City: With copies to: If to Company: With copies to: City Manager City of Corpus Christi 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3220 Fax: 361-826-3845 City of Corpus Christi -City Secretary 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3105 Fax: 361-826-3113 City of Corpus Christi -City Attorney 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3360 Fax: 361-826-3239 Epic Y -Grade Logistics, LP Attn. Mr. Robert W. Smith, Sr. VP 18615 Tuscany Stone, Suite 300 San Antonio, Texas 78258 Mr. Nick Fransen 842 Cantwell Ln. Corpus Christi, Texas 78408 BranscombIPC Attn. Grady B. Jolley 711 Navarro Street, Suite 500 San Antonio, Texas 78204 Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is to be performed in Nueces County, Texas. 12 Section 10.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Section 10.06 Authority. By acceptance of this Agreement and/or benefits conferred hereunder, each party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 13 ENTERED into this day of , 2019. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Samuel Keith Selman, Interim City Manager LEGAL FORM APPROVED of , 2019 Aimee Alcorn -Reed Assistant City Attorney FOR CITY ATTORNEY CITY OF CORPUS CHRISTI ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2019, by Samuel Keith Selman, Interim City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My Commission expires: 14 ATTEST: Name: Title: LANDOWNER By Epic Y -Grape GP LLC, genera .a By: Name: Robert W. Smith Title: Senior Vice -President LANDOWNER ACKNOWLEDGMENT THE STATE OF "re_x A5 § COUNTY OF -lopes § This instrument was acknowledged before me on \D"day of m , 2019, by Robert W. Smith, as the Senior Vice -President of Epic Y -Grade GP, LLC a Delaware limited liability company, on behalf of Epic Y -Grade Logistics, LP. Given under my hand and seal of office this j21''` day of tYwch , A.D., 2019 Notary Public, State of -Te xa� Printed Name: ;SN sc k ('C My Commission expires:Jai,,>e,giar 13., 2U2\ 15 JESSICA BRISTER My Notary ID # 125126503 Expires January 13, 2021 EXHIBIT A Geographic ID Number Designated By Nueces County Appraisal District Nueces County Appraisal District Geographic IDs Confirmed by Ci Exhibit A Industrial District Agreement #102 Epic Y -Grade Logistics, L.P. ID Type Legal Description 3648-0000-1000 102 Outside Land HUNTER J A LTS 1,2 & 5 3648-0000-3000 102 Outside Land HUNTER J A UNDIV INT IN 197.50 ACS OUT LTS 3 & 4 BLACK GOLD SURVEYING & ENGINEERING, INC. 2711 West Front St. P.O. Box 3416 Alice, Texas 78333 Ph (361) 668-9200 Fax (361) 668-9204 blackgoldsurveying@sbcglobal.net FIELD NOTES DESCRIPTION EPIC Y -Grade Logistics, LP 494.32 ACRES Nueces County, Texas Being all of Lots 3 & 4 of the J.A. Hunter Subdivision of the J.A. Hunter Tract, as shown in Volume 3, Page 27 in the Map Records of Nueces County, Texas, being the same tract as conveying partial interest to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, Less & Except a called 2.50 acre tract, as surveyed for Thomas Marvin Bernsen, et al, shown as (5) 0.50 acre lots "A" thru "E" in Volume 1402, Page 474 in the Deed Records of Nueces County, Texas, Less & Except a called 1.198 acre tract, as conveyed to the State of Texas in Volume 659, Page 178 in the Deed Records of Nueces County, Texas. Said Tract also Being all of a called 297.80 acre tract, as conveyed to EPIC Y -Grade Logistics, LP, in Document #2018013202 in the Official Public Records of Nueces County, Texas, being all of Lots 1, 2 & 5 of said J.A. Hunter Subdivision of the J.A. Hunter Tract, being the same tract as conveyed to Clara Driscoll Sevier in Volume 199, Page 475 in the Deed Records of Nueces County, Texas, Less & Except a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas. Said Tract being out of the "EL DIEZMERO" GREGORIO FARIAS Survey No. 599, Abstract No. 592, with the Point of Beginning being located approximately 3.90 miles, N 60° 06' E, from Robstown, Texas. This said 196.52 acre tract being more particularly described as follows: BEGINNING at a 1" iron bar (X=1,270,865.82 & Y=17,187,506.53) found on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, being the Southwest corner of said 297.80 acre tract, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2, for a corner of this herein described tract; THENCE S 89° 45' 31" W, (called N 89 ° 50' W), at 2014.13 feet pass a concrete highway monument, at 2017.43 feet a 5/8" iron rod in concrete found to the right 0.12 feet for a total distance of 2,020.89 feet to a concrete highway monument found on the South line of said Lot 3, being on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southeast corner of said 1.198 acre tract, for the Southwest corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W), a distance of 1,594.63 feet to a 5/8" iron rod set on the East Right of Way of F.M. 1694 (Callicoate Road), for the Southwest corner of said 2.50 acre tract, for a corner of this herein described tract, from which, a found 1/2" iron pipe bears: S 88° 21' 40" W - 1.06 feet; THENCE N 89° 41' 33" E, (called S 89° 50' E — 198'), a distance of 198.00 feet to a 5/8" iron rod set for the Southeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W — 550'), at 547.90 feet pass a found 5/8" iron bar 0.26 feet left, continuing for a total distance of 550.00 feet to a 1/2" iron rod found for the Northeast corner of said 2.50 acre tract, for an interior corner of this herein described tract; THENCE S 89° 42' 43" W, (called N 89° 50' W — 198'), a distance of 198.00 feet to a 5/8" iron rod set on the East Right of Way of F.M. 1694 (Callicoate Road) for the Northwest corner of said 2.50 acre tract, for a corner of this herein described tract; THENCE N 00° 54' 03" W, (called N 00° 28' 30" W), a distance of 1,858.99 feet to a 5/8" iron rod set on the North line of said Lot 4 and South line of said Lot 6, being on the East Right of Way of F.M. 1694 (Callicoate Road), being the Northeast corner of said 1.198 acre tract, for the Northwest corner of this herein described tract, from which, a found 1/2" iron rod bears: S 89° 29' 28" W - 2.44 feet; THENCE N 89° 29' 28" E, (called S 89°50' E) at 29.79 feet a found 5/8" iron rod 0.18 feet left, being the Southwest corner of a called 213.554 acre tract, as conveyed to 4 J Land, LTD, described as Tract II in Document #2015004604 in the Official Public Records of Nueces County, Texas, continuing for a total distance of 2,328.12 feet to a 1" iron bar found on the South line of said Lot 6, same being the South line of said 213.554 acre tract, being the Northeast corner of said Lot 4, the Northwest corner of said 297.80 acre tract and the Northwest corner of said Lot 5, for a corner of this herein described tract; THENCE N 89° 13' 50" E, a distance of 1,095.44 feet (called S 89° 50' 00" E — 1,093.85') to a 5/8" iron rod with plastic cap stamped Bass and Welsh found on the Southwest line of a called 48.589 acre tract, as conveyed to Herbert L. Holcomb and Yvette D. Holcomb in Document # 830913 in the Official Public Records of Nueces County, Texas, being the Southeast corner of said Lot 6 and said 213.554 acre tract, being the upper Northeast corner of Lot 5 and of this herein described tract; THENCE S 53° 55' 07" E, a distance of 3,467.55 feet (called S 53° 15' 00" E) to a 5/8" iron rod with plastic cap stamped #5652 set on the West Right of Way of F.M. 24 (Violet Road), for the Southeast corner of said 48.589 acre tract, being on the upper East line of said Lot 1, for the Northwest corner of a called 1.802 acre tract, as conveyed to the State of Texas in Volume 547, Page 595 in the Deed Records of Nueces County, Texas, for the Northeast corner of this herein described tract; THENCE S 09° 38' 59" W, with the West line of said F.M. 24 (Violet Road) a distance of 1,977.50 feet (called S 10° 22' W) to a 5/8" iron rod (0.16 feet Southwest of a 1/2" iron rod with plastic cap stamped CDS Muery) found on the South line of said Lot 1 and the West Right of Way of F.M. 24 (Violet Road), being the Southwest corner of said 1.802 acre tract and the Northeast corner of a called 246.302 acre tract, as conveyed to Equistar Chemicals, LP in Document #1999027620 in the Official Public Records of Nueces County, Texas, for the Southeast corner of this herein described tract; THENCE S 89° 22' 27" W, a distance of 3,076.73 feet (called N 89° 50' W) to a 5/8" iron rod found on the South line of said Lot 1, for the Northwest corner of said 246.302 acre tract and the Northeast corner of said 209.122 acre tract, for a corner of this herein described tract; THENCE S 89° 37' 33" W, (called N 89° 50' W) a distance of 733.93 feet to the POINT OF BEGINNING and containing 494.32 acres of land, more or less, within these metes and bounds. NOTE: There is to be a proposed 3.67 acre drill site tract near the Southwest corner of said 297.80 acre tract, and is described as follow: BEGINNING at a point (X=1,271,133.81 & Y=17,187,508.27) on the North line of a called 209.122 acre tract, as conveyed to HAC Materials, LTD. In Document #2013016795 in the Official Public Records of Nueces County, Texas, same being the South line of said Lot 2, for the Southwest corner of this herein described designated 3.67 acre drill site tract, from which, a 1" iron bar found for the Southeast corner of a called 200 acre tract, as conveyed to Thomas M. Bernsen and Delores Hill Bernsen, described as Tract 4 in Document #2005035072 in the Official Public Records of Nueces County, Texas, same being the Southeast corner of Lot 3 of said Subdivision and the Southwest corner of said Lot 2 bears: S 89° 37' 33" W, a distance of 268.00 feet; THENCE N 00° 28' 34" W, a distance of 400.00 feet to a point for the Northwest corner of this herein described 3.67 acre tract; THENCE N 89° 37' 33" E, a distance of 400.00 feet to a point for the Northeast corner of this herein described 3.67 acre tract; THENCE S 00° 28' 34" E, a distance of 400.00 feet to a point on the North line of said 209.122 acre tract and South line of said Lot 2, for the Southeast corner of this herein described 3.67 acre tract; THENCE S 89° 37' 33" W, (called N 89° 50' W) a distance of 400.00 feet to the POINT OF BEGINNING and containing 3.67 acres of land, more or less, within these metes and bounds. All bearings, distances, coordinates and acreage recited refer to the State Plane Coordinate System, NAD83, Texas South Zone, with control established based upon NGS Monument SP 210 X=1,273,908.08 and Y=17,183,592.16 FILE No. 180236310 EXHIBIT B Schedule of Value CITY OF CORPUS CHRISTI INDUSTRIAL DISTRICT SCHEDULE OF VALUE Company Name: Contact Name: Telephone: Address: Address: Contract Number As of 1/1/ 2015 Due 8/31/ 2015 Geographic ID ####-####-#### or i#-#######-#### Description Land Total Pre 2007 2007 2008 2009 2010 2011 2012 2013 2014 Total _ _ _ _ _ _ _ _ _ _ - I, , a duly authorized official of the above company, do swear that the information provided is accurate to the best of my knowledge. Email Signature of Authorized Official Printed Name Sworn to and subscribed before me by on this day of , 20_ (Personalized Seal) Notary Public's Signature Date Authorized Official's Title 1 of 1 T ME■ •s no ■_ 4114., Legend 1. City Limit Line Epic Y -Grade Property - Drill Site (3.67 Acres) Epic -Grade Property (.94.32 Acres) it I' 1 Chapter 212 Agreement Proposed Industrial District #4 Creation And Industrial District Agreement with Epic Y- Grade Logistics, L.P. City Council Presentation March 19, 2019 Legend Epic Y -Grade Property - Drill Site (3 67 Acres) Epic Y -Grade Property (494.32 Acres) Parcel Bounds City Limits Location Map 3.67 acres Subject Property tis•• • \ti F '� 3 Recommendation Staff recommends approval of: • Chapter 212 Agreement • Creating Industrial District #4 • Execution of the Industrial District Agreement. AGENDA MEMORANDUM First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: TO: February 21, 2019 Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Mike Markle, Chief of Police Department mikema@cctexas.com (361) 886-2601 Fred Segundo, Director of Aviation Department freds@cctexas.com (361) 289-0171 Ordinance Amendment Definition of Commercial Vehicle and Loading Zone CAPTION: Ordinance amending the Corpus Christi Code regarding loading zones, commercial vehicles, passenger loading and unloading, and adjusting a portion of the Corpus Christi International Airport short-term parking rate. PURPOSE: This ordinance will revise and amend the definition for commercial vehicle and loading zone. BACKGROUND AND FINDINGS: In August 2018, the Corpus Christi Police Department (CCPD) began an initiative to resolve commercial loading zone conflicts in the Downtown Area. During this timeframe, personnel from the Department of Aviation also reached out to Traffic Engineering for assistance with loading zones to address security issues at the airport. The Traffic Engineering Department collaborated with Legal to ensure initiatives from each of these City Departments aligned with City ordinance and any recommended changes to City ordinance were applicable City-wide. ProjectNo.: N/A 1 RC/GH Legistar No.: 19-0334 Rev. 3 — 03/07/19 During these initiatives, it was determined that definition for "commercial vehicle" and "loading zone" required amending. The definition for "commercial vehicle" was recommended to expand the vehicle types and identification methodologies, such as static cling vinyl signs. The term "loading zone" was recommended to be expanded to permit usage for both passenger and commercial vehicles, limit authorization of these zones to the City Manager and City Traffic Engineer, to implement requirements for vacating a loading zone. Previously the ordinance allowed the City Manager to designate any officer or employee of the City to designate a loading zone. Additionally, there were no requirements on the length of time a commercial vehicle must vacate a loading zone. At the January 28, 2019 meeting, the Transportation Advisory Commission recommended approval of this ordinance amendment to City Council. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to the City Charter requirements to amend the Code of Ordinances. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: CCPD, Department of Aviation 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 RECOMMENDATION: Staff recommends approval of this ordinance amendment. LIST OF SUPPORTING DOCUMENTS: Ordinance Amendment Presentation ProjectNo.: N/A Legistar No.: 19-0334 2 RC/GH Rev. 3 — 03/07/19 Ordinance amending the Corpus Christi Code regarding loading zones, commercial vehicles, passenger loading and unloading, and adjusting a portion of the Corpus Christi International Airport short-term parking rate. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. City Code of Ordinances, Chapter 53 Traffic, Article I In General, Section 53-2 Definitions, is revised to amend the definition of commercial vehicle and loading zone. "Sec. 53-2. - Definitions. Commercial vehicle: Any motor vehicle (other than a motorcycle) designed or constructed for the transportation and delivery or pick up of heavy or bulky materials, and having the name of the firm permanently affixed, painted or inscribed on both sides of the vehicle in letters at least two (2) inches high. The use of magnetic or static cling vinyl any temporary or easily removed signs for firm identification will not be permitted. Loading zone: The space adjacent to a curb reserved for the exclusive use of commercial vehicles during the loading and unloading of materials." SECTION 2. City Code of Ordinances, Chapter 53 Traffic, Article III Enforcement and Compliance, Division 2 Penalties and Impoundment, Section 53-55 Penalties, civil fine and administrative fee, subsection (c) is revised to remove the category and fine assessment for noncommercial use of loading zone. "Sec. 53-55. — Penalties, civil fine, and administrative fee. (c) Unless another penalty is expressly provided by law, every person found liable of a violation of any of the following categories shall be punished by a civil fine and administrative fee of not less than thirty dollars ($30.00) nor more than two hundred dollars ($200.00); provided, however, if the fine or fee prescribed in this subsection is not paid or an appearance is made in the office of administrative hearings within ten (10) days of the date of the alleged violation, then and in that event, said fine or fee shall not be less than forty dollars ($40.00) nor more than two hundred dollars ($200.00). The categories and fine assessments shall apply as follows: Category Early Payment Fine Standard Fine Illegal zones: (1) Loading zone (time extension) $30.00 $40.00 (2) Loading zone (Noncommercial $30.00 $40.00 Unauthorized use) SECTION 3. City Code of Ordinances, Chapter 53 Traffic, Article VI Standing and Parking, Division 2 Loading and Unloading is revised as follows: "Sec. 53-160. — Authority to designate cab loading zones. The city manager; or city traffic engineer such officers or employees of the city designated by the city manager, is hereby authorized to determine the location of e b loading zones and shall place and maintain appropriate signs indicating the same and stating may state the hours during which the provisions of this division are applicable.; where, in his opinion, the The dimensions of the streets and sidewalks, the flow of traffic an -el the use of property abutting the streets arc such that he finds it to bc necessary for the free flow and expeditious handling of traffic, and the safety of person and property shall be considered when designating loading zones. If no hours are stated on the signs, the provisions of this division are applicable 24 hours per day. • The city manager, or such officcrs of employees of thc city designated by thc to the curb for the purpose of loading or unloading merchandise or materials subject to the terms and conditions of such permit. Such permits may bc issued cithcr to thc owlessee of real property or to the owner of the vehicle and shall grant to such any such permit. Sec. 53-161. — Reserved. Sec. 53-162. — Standing in cab loading zones loading or unloading passengers. No person shall stop, stand or park a vehicle for any purpose or period of time than as provided in section 53-163, except for the expeditious loading or unloading of passengers, in any place marked as a cub loading zone during hours when the regulations applicable to such euwb loading zones are effective and then only for a period not to exceed three (3) minutes. Sec. 53-163. - Standing or parking in commercial loading zones; restrictions. No person shall stop, stand or park any motor vehicle in any commercial loading zone on any of the streets of the city except as provided below: (1) Commercial vehicles loading, unloading, delivering or picking up freight or parcel materials shall be permitted to park in commercial loading zones for a period not to exceed thirty (30) minutes between the hours of 8:00 a.m. and 6:00 p.m.p m. (except on Sundays), and as specified by appropriate signssigning indicating the same. (2) At special commercial loading zone locations designated by the city manager or city traffic engineer, _ - _ - _ - • _ _ . - _ _ _ _ _ . the city manager, by the placement of specifically worded signing, commercial loading zones may be restricted as follows: a. Loading, unloading, delivery or picking up of freight or parcel materials shall be restricted to "commercial licensed" (i.e., truck licensed) commercial vehicles only. No passenger licensed vehicles nor any other vehicle otherwise licensed may use such specially signed commercial loading zones, except than during the hours during when the provisions applicable to such zones are not in effect. b. There shall be unrestricted time use of specific commercial loading zones for loading, unloading, delivery or pickup of freight or parcel materials by commercial vehicles between the hours of 8:00 a.m. to 10:00 a.m. and 4:00 p.m. to 6:00 p.m. where special signing is placed specifying this time restriction. At such commercial loading zones, commercial vehicles shall be permitted to park for periods not to exceed thirty (30) minutes between the hours of 10:00 a.m. and 4:00 p.m. and must vacate the block for a one-hour period prior to returning to the loading zone. c. Loading, unloading, delivery or pickup of freight or parcel materials shall be restricted to the length of time actually engaged in such activity. All loading and unloading shall be performed in an expeditious manner and no commercial vehicle shall remain in a loading zone for a period of time greater than necessary to expeditiously load or unload, except that a reasonable time shall be allowed to secure a receipt of delivery. d. Upon leaving a loading zone, a commercial vehicle must vacate the block of said loading zone or move 500 feet as measured along the curb line for a period of one hour before returning to a loading zone on the same block. (3) Where the construction, remodeling or maintenance of buildings requires rendering the curb space unusable, part of which includes one or more commercial loading zones, the contractor shall be assessed charges as per section 53-195. (4) Under special circumstances where construction vehicles involved in the building, construction, remodeling or maintenance must be parked in commercial loading zones, city manager, or such officers or employees of the city designated by the city manager, may issue permits for such privilege. A fee of three dollars ($3.00) per day (excluding Sundays) for each construction vehicle will be charged plus a permit handling fee of twenty-five dollars ($25.00). (5) Noncommercial vehicles shall be permitted to park in commercial loading zones on Sundays, holidays, and during the hours when the provisions applicable to such zones are not in effect. (6) The city manager or c_ily traffic engineer such officcrs or cmployccs of the city designated by the city manager may designate twenty four 24 hour commercial loading zone locations by the placement of specifically worded signing "24 HOUR COMMERCIAL LOADING ZONE". A twenty four 24 hour commercial loading zone shall be restricted as follows: a. Loading, unloading, delivery or picking up of freight or parcel materials shall be restricted to "commercial licensed" (i.e., truck licensed) commercial vehicles only. No passenger licensed vehicles nor any other vehicle otherwise licensed may use such specially signed twenty four 24 hour commercial loading zones." SECTION 4. City Code of Ordinances, Chapter 9 Aviation, Article II Municipal Airports, Division 1 Generally is revised as follows: "Sec. 9-34. - Regulation of stopping, standing or parking of vehicles and loading and unloading of passengers. The airport manager is hereby authorized to designate, by appropriate signs, areas for public parking, and he is further authorized to limit or prohibit public parking, by appropriate signs, in such areas as he deems necessary to facilitate safety and efficiency in the operation of the Corpus Christi International Airport. He shall filc a • _ _ _ _ - - - - . It shall be unlawful for any person to stop, stand or park a vehicle in any area except for the expeditious loading or unloading of passengers where such parking has been prohibited or limited by the erection of appropriate traffic control devices and then only for a period not to exceed three (3) minutes.: _ : - _ - _ _ _ _ _ _ - _ . The airport manager is hereby authorized to remove any vehicles that are stopped, standing or parked in violation of this section to the public parking lot at the Corpus Christi International Airport. The airport manager may also have unattended vehicles towed at the owner's expense. The airport manager, with the approval of the city traffic engineer, may designate loading zones in accordance with Chapter 53 of this Code. Sec. 9-35. - Parking rates. Parking rates for the public parking lots at Corpus Christi International Airport are established as follows: (1) Long-term parking rates: For the first hour $1.00 For each additional hour thereafter 1.00 Maximum with parking ticket for each twenty-four (24) hours 7.00 Without/lost ticket per day or portion thereof 7.00 Ten (10) per cent reduction in fees for thirty (30) or more days of parking. Commuter monthly parking permits for flight staff of CCIA based airlines and code -sharing partners of CCIA based airlines 30.00 (2) Short-term parking rates: For the first 20 minutes .... No Charge For From 21 minutes to the first half-hour 1.00 For each additional half-hour thereafter 1.00 Maximum with parking ticket for each twenty-four (24) hours 10.00 Without/lost ticket per day 10.00 Ten (10) per cent reduction in fees for thirty (30) or more days of parking. Covered parking rates: For the first hour $1.50 For each additional hour thereafter 1.50 Maximum with parking ticket for each twenty-four (24) hours 8.50 Without/lost ticket per day 8.50 Ten (10) per cent reduction in fees for thirty (30) or more days of parking. (3) The director of aviation airport manager may waive fees for city employees on official city and airport business travel, active airport board members, elected members of the City Council, Texas House, Senate, U.S. Congress, Disabled Veterans, Purple Heart recipients, and visitors conducting business at the airport." SECTION 5. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 6. Publication shall be made one time in the official publication of the City of Corpus Christi by publishing the caption stating the purpose of the ordinance. This ordinance to become effective upon such 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 Corpus Chr sti Engineering Ordinance Amendment Definition of Commercial Vehicle and Loading Zone City Council Presentation March 19, 2019 Scope Corpus Chr'sti Engineering • Ordinance to Amend Definition of Commercial Vehicle and Loading Zone • Collaborative Effort Between Various City Departments • Traffic Engineering • CCPD • Aviation • Legal Scope Corpus Chr'sti Engineering • "Commercial Vehicle" Revisions: > Expand the vehicle types and identification methodologies, such as static cling vinyl signs • "Loading Zone" Revisions: > Permits use for both passenger and commercial uses (except where "commercial only" zones are designated) ➢ Narrows authority to designate zones to City Manager or City Traffic Engineer > Requirements for Vacating a Loading Zone ➢ Assists with Enforcement and Turnover Corpus Chr sti Engineering Questions? AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 19, 2019 Second Reading Item for the City Council meeting of March 26, 2019 DATE: February 18, 2019 TO: Keith Selman, Interim City Manager FROM Becky Perrin, Interim Director, Parks and Recreation Department BeckyP@cctexas.com 361-826-3464 2019 Fiesta de la Flor Lease Agreement CAPTION: Ordinance authorizing agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for 2019 Fiesta de la Flor event and related activities to be held on April 12, 2019 and April 13, 2019, and allow use of streets bounded by Power Street, N. Water Street, Resaca Street and Shoreline Blvd. and including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street and providing for payment of 50% of costs for City services provided for the event. PURPOSE: To approve date, location, and consideration for the 2019 Fiesta de la Flor event and related activities April 12 - 13, 2019. BACKGROUND AND FINDINGS: Fiesta de la Flor, scheduled for April 12 — 13, 2019, celebrates the 5t" annual festival dedicated to honoring the life and legacy of Corpus Christi's hometown icon, Selena Quintanilla Perez. Predominately a music festival, Fiesta de la Flor features Tejano, Norteno and Hispanic rock music stars. In addition to music, this year's festival will feature a Kids Zone, food trucks, a Mercado that includes more than 80 artisan vendors and a fireworks finale show. Festival organizers anticipate attendance of 70,000 over both festival days. The Fiesta de la Flor attracts visitors worldwide. The festival has generated an indirect economic impact of $15 million. ALTERNATIVES: Do not approve event agreement OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council's action is required for lease agreements in conjunction with public events EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance 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 0 0 Encumbered/ Expended Amount This item 0 0 BALANCE 0 0 Fund(s): Comments: none RECOMMENDATION: Staff recommends approval of this agreement LIST OF SUPPORTING DOCUMENTS: Ordinance Lease agreement with Exhibits Ordinance authorizing agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for 2019 Fiesta de la Flor event and related activities to be held on April 12, 2019 and April 13, 2019, and allow use of streets bounded by Power Street, N. Water Street, Resaca Street and Shoreline Blvd. and including the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street and providing for payment of 50% of costs for City services provided for the event. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to execute a lease agreement with the Corpus Christi Convention and Visitors Bureau to conduct the 2019 Fiesta de la Flor event and related activities. The Agreement allows use of City property including the Bayfront Park located along Shoreline Blvd. between Power Street to Resaca Street through the end of Shoreline Blvd., and provides for CCCVB payment of fifty percent of costs for City services provided for the event. A copy of the Agreement is on file with 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 Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith 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 Joe McComb Mayor LEASE AGREEMENT FOR FIESTA DE LA FLOR State of Texas § Know All By These Presents: County of Nueces § 1 This short term Lease Agreement ("Lease Agreement") between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting through its duly designated City Manager, and the Corpus Christi Convention and Visitors Bureau. ("CCCVB"), a Texas non-profit corporation, acting through its duly designated agent, is in consideration of the covenants contained herein. 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings. A. City - means the City of Corpus Christi, a Texas home -rule municipality. B. City Attorney - means the City of Corpus Christi's City Attorney or designee. C. City Council — means the City Council of the City of Corpus Christi, Texas. D. City Manager - means the City of Corpus Christi's City Manager, or the City Manager's designee. E. City Secretary — means the City of Corpus Christi's City Secretary, or designee. F. CCCVB — means the Corpus Christi Convention and Visitors Bureau, a Texas non- profit corporation. G. CCCVB's Agent - means a duly authorized representative of the CCCVB. H. Corpus Christi - Nueces County Health District — means a joint entity between the City of Corpus Christi and Nueces County which provides health services to residents of both political subdivisions. I. Event - means the Fiesta de la Flor events and related activities sponsored by the CCCVB, as described in Exhibit A. The Event dates are described in Exhibit B. J. Fire Chief — means the Chief of the City of Corpus Christi's Fire Department, or designee. K. Lease Agreement — means this document, as approved by the City Council and executed by the City Manager. L. Parks Director - means the Director of the City of Corpus Christi's Parks & Recreation Department, or designee. 2 M. Police Chief - means the Chief of the City of Corpus Christi's Police Department, or designee. N. Premises - means the Bayfront Park located along Shoreline Blvd. between Resaca Street and Power Street; City streets bounded by Power Street, N. Water Street, Resaca Street, and Shoreline; Barge Dock area, and other City property along Shoreline as depicted on Exhibit C. O. Risk Manager - means the Director of the City of Corpus Christi's Risk Management Division, or designee. P. Solid Waste Director — means the Director of the City of Corpus Christi's Solid Waste Operations Department. Q. Street Director — means the Director of the City of Corpus Christi's Street Operations. 2. TERM. The Lease Agreement takes effect upon execution by the City Manager. CCCVB will be entitled to exclusive use of the Premises described below, for the periods identified on Exhibit B. The City Manager may authorize amendment to Exhibit B. 3. PREMISES AND PERMITTED USES. City grants to the CCCVB the privilege of using the Bayfront Park located along Shoreline Blvd. between Power Street to Resaca Street through end of Shoreline Blvd. to conduct its Event. CCCVB agrees to contact SMG, the Art Museum of South Texas, the Port of Corpus Christi administrative offices, and the Federal courthouse to coordinate traffic plans around the Event locations. 4. PREMISES REVISIONS. Construction along Shoreline or other unforeseen circumstances may impact and change the Premises (Exhibit C) and other parts of this lease. If Exhibit C is revised, new Exhibit C will be executed by the City Manager and CCCVB Agent and filed with the City Secretary and Parks Director, superseding the existing Exhibit C. New Exhibit C becomes effective upon date of last signature. 5. FINAL EVENT LAYOUT DIAGRAM. The CCCVB's Agent must provide the Parks Director a diagram explaining the final Event layout for all related activities at least two weeks prior to the Event. Layout of the Event is subject to the approval of the Parks Director. 6. PLANNING MEETINGS. Two months prior to this year's Event the Parks Director, Director of Street Operations and Police Chief will meet with CCCVB representatives to agree on City Services to be provided and discuss the costs of the City Services for the Event. In addition, the Premises will be reviewed with regard to the areas of set-up, parking, traffic control, barricades, traffic signs, security, fire lanes, and fencing to determine whether Exhibit C needs to be revised by the Parks Director and CCCVB. If revised, new Exhibit C will follow process in §4 PREMISES REVISIONS. CCCVB's Agent may request additional meetings. 7. ADMISSION FEE. CCCVB may charge an admission fee. Special Events connected with CCCVB may charge another fee to help defray the cost of entertainment. 3 8. CCCVB'S FINANCIAL OBLIGATIONS. A. Permit Fees. The CCCVB must pay City all applicable City permit fees as established by City ordinance, including but not limited to the following: one-time Parks and Recreation Large Special Event Permit fee of $400.00, Health Permit/Vendor Fees, Development Services Permit Fees, Traffic Engineering cost recovery fee of $550 for changes to the Traffic Control plan, and Firework Permit Fee. B. Costs of City Services. City agrees to provide the following services at 50% of actual City costs. The current estimate for City services to be provided is as follows: 1) Parks and Recreation. Rental of Bayfront Park - $11,000.00 and fee for reservation rental of Water Gardens - $1600.00 2) Police. Security at Event on Friday: 19 officers for 6.5 hours = $7,485.88; Security at Event on Saturday: 22 officers x 12 hours = $16,002.21. Total estimate is $23,488.09. This does not include security for afterhours, or money security for the Event. 3) Police to provide traffic control at the points surrounding the Event as required by the CCPD to enforce the traffic control points on the plan: $22, 245.00. 4) Solid Waste Operations. Sweeping of downtown streets - $563.00. The Parks Director will invoice the CCCVB for costs of all City services, including but not limited to, services provided for the Event by City Utilities Department, City Solid Waste Operations Department, City Parks and Recreation Department, and City Police Department, and City Fire Department within thirty (30) calendar days after the Event. The invoice will provide an itemized breakdown of the City charges for services rendered. Upon receipt of written request of the CCCVB's Agent, the Parks Director will furnish reasonable supporting documentation of the charges within ten (10) calendar days. CCCVB's failure to pay the undisputed charges on City's invoice within 30 days after submittal to CCCVB shall result in a late payment fee being assessed against CCCVB. The late payment fee shall be calculated to be 5% of the amount due, as shown on City's invoice, less any disputed amounts, and said fee will be added to the net amount payable to the City. C. Weather Considerations If there is a hurricane or other weather activity, or event outside the control of the parties that eliminates the Event or that reduces attendance at the Event by more than 50% from the CCCVB anticipated attendance levels, the City Manager is delegated the authority to adjust the billing of City's Costs. D. Deposit. The CCCVB must pay a deposit of $2,000 at least one month in advance of the Event, made payable to the City. The deposit will be used to reimburse City for any costs incurred for trash pickup, removal of any structures, or repairs and 4 damages to City property. If no costs are incurred and all invoices for City costs are paid, the deposit will be returned to the CCCVB within 30 days after the Event. E. Reimbursement for Damages to City Property. During the course of the Event, damages may occur to City Property. This includes, but is not limited to, damages to the turf, landscaping, utility infrastructure, water and/irrigation lines and related equipment caused by acts or omissions of the CCCVB, its employees, volunteers, invitees, vendors, contractors, or subcontractors. City will give the CCCVB an opportunity to rectify these damages, prior to utilizing the Deposit and finally invoicing the CCCVB for any additional cost of repair. 1. Repairs to Premises. Parks Director will provide the CCCVB's Agent a Punchlist of damages to the City Property authorized for the Event, as defined in §3 PREMISES AND PERMITTED USES, within seven (7) days after the CCCVB has vacated the property, following the conclusion of the Event. CCCVB will have the opportunity to restore all items on the Punchlist to original condition within ten (10) days after receipt of the Punchlist. For any turf or sod damage, the CCCVB must fill and compact all holes. If fill material is needed, it must be approved by Parks Director. If the CCCVB fails to restore any items on the Punchlist, Parks Director may first utilize the Deposit to do so; then invoice the CCCVB for any additional costs. Damages to City property will be billed at the City's cost of repair. 2. Repairs to other City Property. Within 30 days after the conclusion of the Event, the City will provide the CCCVB's Agent an itemized invoice for cost of repairs and damages, if any, on any other City property for the Event. If Deposit is not utilized for repairs to the Premises, any balance will be applied to the itemized invoice amount for the Event. CCCVB will pay City's invoice for damages, within 30 days after City tenders the invoice to CCCVB's Agent, less any amount(s) the CCCVB has disputed. 9. GENERAL PERMITS. CCCVB shall obtain necessary permits from City Departments, as outlined below. A. Special Event Permit. CCCVB will obtain a Special Event Permits from the Parks & Recreation Department for use of Park property and to authorize water services on Park property, as specified in the City Code of Ordinances. As part of the Special Event permit, a street closure process will govern any necessary street closures. CCCVB must provide the Street Director and Parks Director its site plan for the Event, application for the requested street closure, and proof of all affected property owners' approval of the proposed temporary street closure, in accordance with City Code of Ordinances. All temporary street closures on a temporary basis are subject to the requirements of City Code of Ordinances. 5 B. Temporary Promotional Event Permit CCCVB will obtain a Temporary Promotional Event Permit from Development Services in order to install electrical service for the Event. Further, a Certificate of Occupancy, which involves inspections, must be completed by the proper inspector, to have all temporary services, such as, food, electrical, plumbing, tents, and structures, inspected. It is the responsibility of the CCCVB to call each inspector for an appointment to inspect and get approval for each temporary service before the Event begins. CCCVB may obtain an Electrical Permit and Tent Permit in lieu of the Temporary Promotional Event Permit to satisfy this requirement. C. Vendor Permit. CCCVB must ensure all mobile food units and temporary food service establishments comply with all requirements of the Corpus Christi-Nueces County Health District for the sale of foods and the protection of the public welfare. CCCVB shall be responsible for payment of all City Health Permit Vendor and related fees. (For example, the Temporary Food Service Establishment Permit Fees established in City Code of Ordinances § 19-33.) D. Alcohol Vendors. CCCVB must require all vendors to obtain and comply with appropriate permits, including permits from the Alcoholic Beverage CCCVB for the sale of alcohol, from the City for consumption and sale of alcoholic beverages on park land, and must comply with all requirements of the Corpus Christi - Nueces County Health District for the sale of foods and the protection of the public welfare. CCCVB shall be responsible for payment of all City Health Permit Nendor and related fees. (For example, the Temporary Food Service Establishment Permit Fees established in City Code of Ordinances § 19-33.) Any vendor that sells alcoholic beverages must furnish proof of Liquor Liability Insurance in the same amounts set out in §16 INSURANCE. Said Certificate of Insurance must be furnished to the Risk Manager at least two weeks prior to the starting date of the Event, annually. E. Fireworks Permit. If Fireworks are being hosted, CCCVB must obtain Fireworks Permit from the Fire Department. Any requested use of City property for fireworks launch must be approved separately by written agreement of the City Manager, with concurrence from the third party operator of the City facility, the City director overseeing the City property, and also compliance with additional insurance requirements imposed by the City Risk Manager. F. Water Events. For any water events, CCCVB must obtain necessary permits from the United States Coast Guard. G. Additional Permits. CCCVB's Agent shall notify the Parks Director of any special conditions imposed by any permitting agency. H. Music and Movie Licenses. CCCVB is solely responsible for obtaining licenses and permission from copyright owner(s) prior to the performance of music and display of movies at the Event. 10. ADDITIONAL PREMISES REQUIREMENTS 6 A. Barricades, Traffic Signs. The CCCVB must comply with traffic control plan approved by City Traffic Engineer. Street access to Premises may not be blocked or partially blocked without detour signage and alternate street access. CCCVB shall contract with a third party company to implement traffic control plan provided by the City Traffic Engineering Department. Event setup will not begin without the protection of traffic control devices. B. Parking. The CCCVB will provide parking and signage for people with disabilities in close proximity to the entrances of the Event and its related activities C. Signage and Advertising. CCCVB's Agent may request inflatable advertising only for Events that receive national television exposure which must be pre -approved by the Parks Director prior to being installed. On all advertising for the Event, Lessee shall recognize City's contributions to the Event. D. Rest Rooms, Drinking Water and First Aid. The CCCVB must provide adequate portable rest rooms, including restrooms for people with special needs, and drinking water for the public as determined by the Parks Director. A First Aid station must also be provided at each site throughout the duration of the Event and its related activities. E. Fence. CCCVB may provide temporary fence around Event areas, with gates for access, upon prior approval of the Parks Director. The fence will help improve security, crowd control, litter control, and keep bicycles, skateboards, animals, and personal coolers out of the Event area. Exhibit C may be revised to enlarge or decrease the fenced area in accordance with the CCCVB's needs upon Parks Director's concurrence, as outlined in § 4, PREMISES REVISIONS. F. Storm Water System Protection. CCCVB must install screens, approved by City's Executive Director of Public Utilities, across all storm water inlets along Shoreline and within any closed streets within the Premises. Drainage must not be blocked. CCCVB must remove the screens within the non-exclusive use period after the close of the Event. However, CCCVB must remove screens (along with any trash that has accumulated over the screens) immediately if heavy rain is imminent, or upon the direction of the City's Executive Director of Public Utilities._ G. Construction. The construction work for displays and stages must be conducted in accordance with City Building Codes and restrictions. Construction that causes damages will only be allowed if CCCVB provides the Parks Director prior written assurances that CCCVB will remedy said damages in accordance with §8 CCCVBS FINANCIAL OBLIGATIONS above and Parks Director approves the construction in writing. H. Temporary Buildings. CCCVB must receive prior written approval from the Parks Director to place any Temporary Buildings on the grounds of the Premises. Otherwise, all temporary buildings moved onto Premises for the Event must be 7 placed and remain on trailers to promote expeditious removal. All these buildings must be removed within the non-exclusive use time period. I. Pavement, Curbs, Sidewalks, Seawall. Any work which involves holes or other changes in any of the Premises including but not limited to, the pavement, curbs, sidewalks, or seawall, requires the prior written approval by City Director of Capital Programs, provided however, that no approval will be given if the work will require subsequent repairs by the City. J. Permissible Vendor Location Markings. No paint or semi-permanent markings will be permitted which in any way obliterate or deface any pavement markings or signs heretofore existing for the guidance of motor vehicles or pedestrians. Chalk markings may be used to pre -mark locations on the sidewalk or street. (Painted markings of any type will only be permitted in grassy areas). 11 CLEAN UP. CCCVB is responsible for trash pickup at the Event. CCCVB must require all food and beverage vendors to clean a designated zone adjacent to their respective booths at regularly scheduled intervals. CCCVB may designate the zone, but it will not be less than 10 feet by 20 feet in the immediate area around each food and beverage booth. The clean up will be hourly and immediately after closing the Event each day. All trash cleaned up must be properly deposited in a trash bag provided by the CCCVB and taken to a location designated by the CCCVB. CCCVB may hire and work its own clean up crew during and after the Event. If the Parks Director determines that additional clean up is necessary, Parks Director will give CCCVB's Agent 2 hours notice to increase services; and if it is still unsatisfactory, Parks Director may authorize use of City workers for reimbursement by CCCVB shall be pay. 12. RIGHT OF CCCVB TO USE PUBLIC STREETS. CCCVB acknowledges that the control and use of Public Streets is declared to be inalienable by the City and except for the use privilege granted herein, this Lease Agreement does not confer any right, title, or interest in the public property described herein. The privilege to use the City property granted herein is subject to the approval of the City Council and the compliance by CCCVB with the terms and conditions contained within this Lease Agreement. 13. EMERGENCY VEHICLE LANES. CCCVB must at all times maintain Emergency Vehicle Lanes upon the Premises as may be designated by the Fire Chief. These lanes must be kept clear of all obstructions. 14. SECURITY. During Event hours, CCCVB agrees to utilize CCPD officers to provide security, to be coordinated through a CCPD -designated liaison. Costs for the CCPD officers are covered in §8 CCCVB FINANCIAL OBLIGATIONS, above.. However, the full costs for the liaison are to be invoiced separately to the CCCVB. CCCVB may provide additional security officers during the Event, and after the Event closes each night, until it opens the next day. CCCVB will assign the security officers duties. 8 If the City Police Chief determines it is necessary, the Police Chief will assign additional Police Officers to provide off-site crowd and traffic control for the Event beyond the boundaries of the Event and traffic control plans identified in this contract. The use of additional police officers will be billed at full cost and will be included in the final invoice. Event organizer will be informed if additional officers are needed. 15. SAFETY HAZARDS. The CCCVB, upon written notice of identified Safety Hazards by the Police Chief, Fire Chief, Parks Director or Risk Manager, must correct the Safety Hazard, within six hours or other time frame included in the written notice of Safety Hazards. 16. INSURANCE. CCCVB agrees to comply with attached insurance Exhibit D. In addition, CCCVB's Agent must furnish to the Risk Manager, Commercial General Liability Insurance for the length of the Event and its related activities protecting against liability to the public. The insurance must have a minimum policy limit of $1,000,000 per occurrence for personal injury, death and property damage. CCCVB is required to provide a $1,000,000 Combined Single Limit Automobile Liability Policy, providing coverage for owned, non -owned and hired vehicles. Subcontractors and vendors who will be loading or unloading equipment, temporary structures, carnival rides, stages, bleachers, and any other associated materials to be utilized for the Event must have comparable insurance policies, which must be filed at least two weeks prior to each Event. CCCVB must also furnish insurance in the form of an accident policy for volunteers with minimum limits of $10,000 for death or dismemberment and minimum limits of $5,000 for medical expenses. If alcohol is served at any of the CCCVB's Events on Premises then Liquor Liability Insurance in the amount of $1,000,000 per occurrence must be provided by the entity serving the alcohol. The City must be named as an Additional Insured on all liability policies. CCCVB must furnish the Certificates of Insurance in at least the above minimum amounts to the City's Risk Manager two weeks prior to the non-exclusive use period each year. CCCVB must require all volunteers to sign an accident waiver form that CCCVB must keep on file. The City Attorney will approve the form. In the event of accidents of any kind, CCCVB must furnish the Risk Manager with copies of all reports of the accidents at the same time that the reports are forwarded to any other interested parties. In addition, CCCVB must provide copies of all insurance policies to the City Attorney upon City Manager's written request. Said insurance must not be canceled, non -renewed or materially changed without 30 days prior written notice to the Parks Director. The Risk Manager may increase the limits of insurance upon two (2) months written notice to CCCVB. 17. INDEMNITY. CCCVB shall indemnify and hold City, its officers, agents and employees ("Indemnitees") harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of injury or damage to person or property to the extent any damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the Indemnitees or on the part of CCCVB 9 or any of its agents, servants, employees, contractors, vendors, patrons, guests, licensees, or invitees ("Indemnitors") entering upon City property to set-up and take-down, hold, attend, or participate in the Fiesta de la Fior event and associated activities, with the expressed or implied invitation or permission of CCCVB, or when any injury or damage is the result, proximate or remote, of the violation by Indemnitees or Indemnitors of any law, ordinance, or governmental order of any kind, or when the injury or damage arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the Indemnitors under this Agreement. These terms of indemnification are effective whether the injury or damage may result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees, and in all cases where Indemnitees' actions are directly related to the Event, but not if the damage or injury results from gross negligence or willful misconduct of Indemnitees. CCCVB covenants and agrees that if City is made a party to any litigation against CCCVB or in any litigation commenced by any party, other than CCCVB relating to this CCCVB Lease Agreement, CCCVB shall defend City upon receipt of reasonable notice regarding commencement of the litigation. 18. NOTICE. Notice may 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 deposit if sent certified mail. Notice must be sent as follows: If to City: Director of Parks and Recreation City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 880-3461 FAX (361) 880-3864 If to CCCVB: Event Manager Corpus Christi CCCVB Corpus Christi, TX 19. ASSIGNMENT. CCCVB may not assign or transfer this Lease Agreement nor sublease the whole or any part of the Premises or make any alteration therein without the prior written consent of the City. 20. BREACH, TERMINATION. Any failure on the part of CCCVB to perform any of the covenants contained in this Lease Agreement, or any breach of any covenant or condition by CCCVB entitles City to terminate this Lease Agreement without notice or demand of any kind, not withstanding any license issued by City and no forbearance by City of any prior breach by CCCVB is a waiver by or estoppel against City. In case of termination City is entitled to retain any sums of money theretofore paid by CCCVB and the sums inure to the benefit of City as a set-off against any debt or liability of CCCVB to City otherwise accrued by breach hereof. 10 21. NOT PARTNERSHIP OR JOINT VENTURE. This Lease Agreement may not be construed or deemed by the parties hereto as a partnership, joint venture, or other relationship that requires the City to cosponsor or incur any liability, expense, or responsibility for the conduct of the Event or associated activities. Payments received from CCCVB by the City are compensation for provision of City services as described herein and for the right of CCCVB to use public property for the limited purpose described herein. 22. CITY SERVICES SUBJECT TO APPROPRIATION. The CCCVB recognizes that the services provided by the City pursuant to this Lease Agreement are subject to the City's annual budget approval and appropriation. The continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30 of each year, is subject to appropriations and budget approval. The City does not represent that the expenditures required by the City for the provision of services required by this Lease Agreement will be adopted by future City Councils, said determination being within the sole discretion of the City Council at the time of adoption of each fiscal year budget. 23. COMPLIANCE WITH LAWS. CCCVB must comply with all applicable federal, state, and local laws and regulations, including without limitation compliance with Americans with Disabilities Act requirements, all at CCCVB's sole expense and cost. 24. NON-DISCRIMINATION. CCCVB warrants that they are and will continue to be an Equal Opportunity Employer and hereby covenants that no employee, participant, invitee, or spectator will be discriminated against because of race, creed, sex, handicap, color, or national origin. 25. Disclosure of Interests. CCCVB agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. Lessee agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract. For more information, please review the information on the Texas Ethics Commission website at'https://www.ethics.state.tx.us. Lessee 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 information on the City Secretary's website. 26. ENTIRETY CLAUSE. This Lease Agreement and the incorporated and attached Exhibits constitute the entire Lease Agreement between the City and CCCVB for the use granted. All other Lease Agreements, promises, and representations, unless contained in the Lease Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease Agreement and its Exhibits, of the terms, conditions, promises, and covenants relating to CCCVB's operations and the Premises to be used in the operations. The unenforceability, invalidity, or illegality of any provision of the Lease Agreement does not render the other provisions unenforceable, invalid, or illegal. 11 Agreed to by: ATTEST: CITY OF CORPUS CHRISTI Rebecca L. Huerta Samuel Keith Selman City Secretary Interim City Manager Approved as to form: By: Lisa Aguilar, Assistant City Attorney For the City Attorney O STI CONVENTION AND VISITORS BUREAU Name: Title: Date: 12 13 EXHIBIT A Description of Fiesta de la Flor and related activities Fiesta de la Flor - scheduled for April 12-13, 2019 - celebrates the fourth year of the festival dedicated to honoring the life and legacy of Corpus Christi's hometown icon, Selena Quintanilla. Predominately a music festival, Fiesta de la Flor features an incredible line-up of Latino musical acts that have tremendous drawing power across the globe. The footprint for the 2019 festival allows for shopping experience of international artisan vendors located inside the American Bank Center, an expansive food truck court that highlights South Texas cuisine and increased seating space of attendees. With top-notch production values, high-quality tech, a stellar fireworks show and many more amenities, the 2019 Fiesta de la Flor plans to build on its reputation as a transformative experience for Selena fans across the world! In 2017, the Fiesta de la Flor attracted approximately 55,000 attendees. Sixty-one percent of the attendees were from outside the greater Corpus Christi metroplex and the festival generated an estimated indirect economic impact of $15 million. The influx of visitors to Corpus Christi created 83.9% overall occupancy in hotels city-wide. Hoteliers enjoyed increased ADR (average daily rates) of over 21.7% compared to the same weekend in 2016. Attendees came from all over 42 countries - including Mexico, Brazil, Ecuador, Canada and more. Pre -sale tickets will be sold online via www.eventbrite.com; festival organizers continue work to honor Selena's diverse fan base by providing an exceptionally affordable festival ticket price point. Other opportunities for pre -sale ticket purchases will be announced after February 1, 2019. Fiesta de la Flor could not happen without it's valued community partners and its sponsors. The Corpus Christi Convention and Visitors Bureau gratefully acknowledges the Quintanilla family for their continued support and partnership in the development and success of Fiesta de la Flor. 14 EXHIBIT B Dates of Fiesta de la Flor: Friday, April 12, 2019 and Saturday April 13, 2019 Set -Up: Monday, April 8, 2019, with phased traffic closures beginning on that same day. Take Down: Sunday, April 14, 2019, with traffic control devices removed early morning Monday, April 15, 2019. 15 EXHIBIT C Site Map and Description of City Property being Utilized. Specific site layout may be subject to change. 16 EXHIBIT D INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee (CCCVB) must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Lessee must furnish to the City's Risk Manager and Director of Parks and Recreation Dept. two (2) copies 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, and a waiver of subrogation 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 $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit VOLUNTEER ACCIDENT COVERAGE $10,000 for Accident Death and Dismemberment $$5,000 for Medical LIQUOR LIABILITY $1,000,000 Per Occurrence 17 PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Lessee 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, Lessee 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. An All States Endorsement shall be required if Lessee is not domiciled in the State of Texas. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee'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. Lessee shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Lessee or as requested by the City. Lessee shall pay any costs incurred resulting from said changes. 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. Lessee 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 18 • 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, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee'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 Lessee'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 Lessee to stop work hereunder, and/or withhold any payment(s) which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof'. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Lessee'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. 2014 Insurance Requirements Parks and Recreation Dept. Fiesta De La Flor Event 12/29/2014 ds Risk Management AGENDA MEMORANDUM First Reading for the City Council Meeting of March 19, 2019 Second Reading for the City Council Meeting of March 26, 2019 DATE: March 19, 2019 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management jimd@cctexas.com (361) 826-1909 Kevin Norton, Director of Water Utilities Kevinn(a�cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Heavy Equipment Purchase for Utilities CAPTION: Ordinance appropriating $222,475 from the Fleet Fund Future Replacement Reserve; amending the FY2018-2019 operating budget adopted by Ordinance 031548 to increase expenditures; and approving the purchase of John Deere heavy equipment from Doggett Heavy Machinery of Corpus Christi, Texas, via BuyBoard for a total amount not to exceed $1,459,287. PURPOSE: This item is to approve the purchase of 15 pieces of heavy equipment for the Utilities Water, Storm Water and Waste Water Departments. BACKGROUND AND FINDINGS: The Utilities Department currently has a requirement to replace four backhoe loaders, four compact excavators, two -wheel loaders, two excavators, two skid steer loaders and one crawler dozer. These 15 pieces of heavy equipment represents approximately 3% of the Water Utilities fleet. The units being replaced are used on a daily basis in the maintenance and operation of the Water Utilities for critical maintenance and repair of damaged water and wastewater infrastructure. The units to be replaced are well past the end of their service lives. All units being replaced, with the exception of two compact excavators, are over 9 years old. The two compact excavators are four and six years old but are incurring significant downtime due to repairs from heavy use. Contracts awarded through the BuyBoard Purchasing Cooperative have been competitively procured, in compliance with Texas local and state procurement requirements. 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 Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $8,148,237.36 $0.00 $8,148,237.36 Encumbered / Expended Amount $5,367,345.22 $0.00 $5,367,345.22 This item $1,459,287.00 $0.00 $1,459,287.00 BALANCE $1,321,605.14 $0.00 $1,321,605.14 Fund(s): Fleet Maintenance 5110-40120-202-550020 Comments: Appropriating $222,475 from the Fleet Fund Future Replacement Reserve and appropriated in the Equipment Purchase expenditure Org. 40120 in Fleet Fund No. 5110 for the purchase of John Deere heavy equipment from Doggett Heavy Machinery. These funds are added to the $1,236,812 available in Fleet Fund No. 5110 for the same purpose. RECOMMENDATION: Staff recommends approval of the action as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Ordinance appropriating $222,475 from the Fleet Fund Future Replacement Reserve; amending the FY2018-2019 operating budget adopted by Ordinance 031548 to increase expenditures; and approving the purchase of John Deere heavy equipment from Doggett Heavy Machinery of Corpus Christi, Texas, via BuyBoard for a total amount not to exceed $1,459,287. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That funds in the amount of $222,475 are appropriated from the Fleet Fund Future Replacement Reserve and appropriated in the Equipment Purchase expenditure Org. 40120 in Fleet Fund No. 5110 for the purchase of John Deere heavy equipment from Doggett Heavy Machinery. These funds are added to the $1,236,812 available in Fleet Fund No. 5110 for the same purpose. SECTION 2. That the FY2018-19 operating budget adopted by Ordinance No. 031548 is amended by increasing expenditures by $222,475. SECTION 3. That the City Manager, or designee, is authorized to execute all documents necessary to purchase John Deere heavy equipment from Doggett Heavy Machinery of Corpus Christi, Texas, based on the cooperative purchasing agreement with BuyBoard Purchasing Cooperative, for a total amount not to exceed $1,459,287. 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 Rudy Garza Paulette M. Guajardo Michael Hunter Roland Barrera Ben Molina Gil Hernandez Greg Smith Everett Roy The foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Rudy Garza Paulette M. Guajardo Michael Hunter Roland Barrera Ben Molina Gil Hernandez Greg Smith Everett Roy PASSED AND APPROVED this day of , 2019. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor City of Corpus Christi Purchasing Division Buyer: Cynthia Perez Price Sheet Heavy Equipment Purchase BuyBoard Contract 515-16 Purchase Cost: $1,459,287.00 Doggett Heavy Machinery Corpus Christi, Texas ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 310L EP Backhoe 2019 1 EA $93,494.00 $93,494.00 2 410L Backhoe 2019 1 EA $133,317.00 $133,317.00 3 26G Mini Excavator 2019 1 EA $54,761.00 $54,761.00 4 524L Wheel Loader 2019 1 EA $161,109.00 $161,109.00 5 85G Excavator 2019 2 EA $125,574.00 $251,148.00 6 17G Mini Excavator2019 1 EA $41,945.00 $41,945.00 7 316G Skid Steer 2019 1 EA $47,938.00 $47,938.00 8 320G Skid Steer Loader 2019 1 EA $51,545.00 $51,545.00 9 444K Wheel Loader 2019 1 EA $148,114.00 $148,114.00 10 17G Compact Excavators 2019 2 EA $41,651.00 $83,302.00 11 410L Backhoe Loader 2019 1 EA $123,987.00 $123,987.00 12 410L Backhoe Loader 2019 1 EA $127,462.00 $127,462.00 13 550K Crawler Dozer 2019 1 EA $141,165.00 $141,165.00 Purchase Cost: $1,459,287.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 26, 2019 Action Item for the City Council Meeting April 9, 2019 DATE: March 26, 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 Purchase of Vehicles for Police Department CAPTION: Motion authorizing the purchase of two Ford F-150 crew cab trucks from Silsbee Ford Inc. of Silsbee, Texas for a total amount not to exceed $62,736.10. PURPOSE: This item is to approve the purchase of the two vehicles for the Police Department. BACKGROUND AND FINDINGS: The Auto Theft Task Force grant has program income for the purchase of two 2019 Ford F-150 trucks. These will replace one truck with mileage 121,506 which will be auctioned and the other will remain in service with the Police Department. The grant collects program income from the trailer inspections conducted by the grant officers. The new trucks provide the grant officers with transportation in the course of their duties and conducting investigations. Utilization of the GoodBuy 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: 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 FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $62,736.10 $0.00 $62,736.10 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $62,736.10 $0.00 $62,736.10 BALANCE $0.00 $0.00 $0.00 Fund(s): Police Grants Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price List CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO PRICE SHEET Vehicles for PD Auto Theft Division GoodBuy Contract No. 19-8F000 Silsbee Ford Silsbee, Texas ITEM DESCRIPTION UNIT UNIT PRICE EXTENDED PRICE 1 2019 Ford F-150 Crew Cab Trucks, 3.3L V6 2 $31,218.05 $62,436.10 2 GoodBuy Administrative Fee 1 $300.00 $300.00 Total Price $62,736.10 Grand Total for 2 Vehicles $62,736.10 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 26, 2019 Action Item for the City Council Meeting of April 09, 2019 DATE: March 26, 2019 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services- Purchasing Division Kimb2 a(�cctexas.com (361) 826-3169 Fire Extinguishers Annual Maintenance and Inspection for Asset Management Department CAPTION: Resolution rejecting the apparent low bid of Cintas Corporation and the apparent second low bid of Draco Fire and Safety, LLC as non-responsive and authorizing a five-year service agreement for fire extinguishers annual maintenance and inspection with IFS Fire and Safety Inc., of Corpus Christi, Texas, as the lowest responsive bidder, for an amount not to exceed $153,175.50. PURPOSE: The service will provide fire extinguishers annual maintenance and inspection services in various City owned facilities for the Asset Management Department. BACKGROUND AND FINDINGS: The City of Corpus Christi Asset Management Department is responsible for the inspection, testing, and repair of the fire extinguisher and fire suppression devices located in various City owned facilities on an annual basis. The specialized certification required to perform this duty, coupled with the large scope entailed to perform this operation would exceed the service capacity present within the department. The scale of the operation and expertise required to perform this duty necessitates having an experienced agency which can service the full fire extinguisher and suppression devices requirements. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received two responsive, responsible bids and two non-responsive and staff is recommending the award to the lowest, responsive, responsible bidder, IFS Fire and Safety 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: Asset Management FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $517,621.41 $137,857.95 $655,479.36 Encumbered / Expended Amount $455,291.52 $0.00 $455,291.52 This item $15,317.55 $137,857.95 $153,175.50 BALANCE $47,012.34 $0.00 $47,012.34 Fund(s): Facility and Property Management — 5115-40310-19 Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation Page 1 of 2 Resolution rejecting the apparent low bid of Cintas Corporation and the apparent second low bid of Draco Fire and Safety, LLC as non- responsive and authorizing a five-year service agreement for fire extinguishers annual maintenance and inspection with IFS Fire and Safety Inc., of Corpus Christi, Texas, as the lowest responsive bidder, for an amount not to exceed $153,175.50. WHEREAS, the City solicited bids through Request for Bids No. 1886 ("RFB 1886") for a five-year service agreement for annual maintenance and inspection of fire extinguishers; and WHEREAS, the apparent low bidder on RFB 1886, Cintas Corporation, failed to provide the required documentation of certification to provide this service as part of the bid; and WHEREAS, the apparent second low bidder on RFB 1886, Draco Fire and Safety, LLC, failed to meet the minimum requirements of the bid in that the company did not show that it had the required minimum years of experience for the service. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The apparent low bids submitted by Cintas Corporation and Draco Fire and Safety, LLC, are rejected as non-responsive. SECTION 2. The City Manager or designee is authorized to execute a five-year service agreement for fire extinguishers annual maintenance and inspection with IFS Fire and Safety Inc., of Corpus Christi, Texas, as the lowest responsive bidder, for an amount not to exceed $153,175.50. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas of , 2019. 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 Page 2 of 2 City of Corpus Christi Purchasing Division BUYER : JAPAN SHAH Bid Tabulation RFB 1886 Fire Extinguishers Annual Maintenance and Inspection Asset Management Cintas * San Antonio,TX Draco ** Corpus Christi, TX IFS Corpus Christi, TX A & C Fire Equipment, Corpus Christi, TX Item Description Unit Qty Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Type - Dry Chemical 1.1 Annual Maintenance and Inspection - 51b, 10Ib, 151b, 201b EA 2450- 7.00 17,150.00 6.50 15,925.00 1.2 Recharge 51b EA 200- 14.50 2,900.00 18.50 3,700.00 1.3 Recharge 10Ib EA 200- 19.50 3,900.00 28.50 5,700.00 1.4 Recharge 15lb EA 100 - - - - - 1.5 Recharge 201b EA 100- 25.50 2,550.00 35.00 3,500.00 1.6 Hydrotest with Recharge 5lb EA 400- 31.50 12,600.00 33.50 13,400.00 1.7 Hydrotest with Recharge 10Ib EA 200- 36.50 7,300.00 43.50 8,700.00 1.8 Hydrotest with Recharge 20lb EA 200- 42.50 8,500.00 50.00 10,000.00 1.9 Replacement 51b EA 200- 44.35 8,870.00 55.00 11,000.00 1.1 Replacement 101b EA 100- 65.60 6,560.00 79.00 7,900.00 1.11 Replacement 201b EA 100 - 117.80 11,780.00 150.00 15,000.00 1.12 6 year maintenance 5 Ib EA 500 - 14.50 7,250.00 18.50 9,250.00 1.13 6 year maintenance 10 Ib EA 100- 19.50 1,950.00 28.50 2,850.00 1.14 6 year maintenance 20 Ib EA 200 - 25.50 5,100.00 35.00 7,000.00 2 Type - Co2 - 2.1 Annual Maintenance and Inspection - 51b, 10Ib, 151b, 201b EA 160 - 7.00 1,120.00 6.50 1,040.00 2.2 Recharge 51b EA 50 - 13.50 675.00 17.50 875.00 2.3 Recharge 10Ib EA 50 - 18.50 925.00 35.00 1,750.00 2.4 Recharge 151b EA 50 - 21.50 1,075.00 52.50 2,625.00 2.5 Recharge 201b EA 50 - 24.50 1,225.00 70.00 3,500.00 2.6 Hydrotest with Recharge 5Ib EA 50 - 31.50 1,575.00 42.00 2,100.00 2.7 Hydrotest with Recharge 10Ib EA 50 - 36.50 1,825.00 60.00 3,000.00 2.8 Hydrotest with Recharge 201b EA 50 - 42.50 2,125.00 95.00 4,750.00 2.9 Replacement 51b EA 50 - 128.31 6,415.50 265.00 13,250.00 2.1 Replacement 10Ib EA 50 - 196.57 9,828.50 305.00 15,250.00 2.11 Replacement 201b EA 50 - 263.53 13,176.50 435.00 21,750.00 3 Service fee per location, if applicable EA 180 -- 10.00 1,800.00 25.00 4,500.00 Estimated Spend Ma k Up(%) Mark Up(%) Mark Up(%) 4 Parts $15,000 0% $15,000 20% 18,000.00 $ - $ - $ 153,175.50 $ 206,315.00 ** Note Cintas is nonresponsive for failure to provide information required by RFB. Draco is nonresponsive for lack of required experience. SERVICE AGREEMENT NO. 1886 Fire Extinguishers Annual Maintenance and Inspection THIS Fire Extinguishers Annual Maintenance and Inspection Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and IFS Fire and Safety Inc ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Fire Extinguishers Annual Maintenance and Inspection in response to Request for Bid/Proposal No. 1886 ("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 Fire Extinguishers Annual Maintenance and Inspction ("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 60 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 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 $153,175.50, 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: Jesse Hernandez Department : Asset Management Phone: (361)-826-1983 Email : JesseH@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 001 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: Jesse Hernandez Title: Superintendent of Operations Address: 5352 Ayers Bldg, 3A, Corpus Christi, TX 78415 Phone: (361)-826-1983 Fax: (361)-826-1989 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: IFS Fire and Safety Inc Attn: Joseph Tilton Title: Vice President Address: 4540 Southview Dr, Corpus Christi, TX 78408 Phone: (361)-289-7949 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 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 Signature: Printed Name: Title: 1\41.5 Date: a 1S\ I(k 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. 1886 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Approved as to Legal Form October 1, 2018 Page 7 of 7 ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements A. The Contractor shall provide annual maintenance and inspection to dry- chemical and Co2 type portable fire extinguishers located at various City-wide locations listed in the Scope of work. B. The Contractor shall provide labor, materials, transportation, tools, and equipment necessary to perform the services. C. The Contractor and Contract Administrator shall mutually arrange the schedule. All work shall be performed during the normal hours, Monday to Friday, 8:OOAM to 5:OOPM. 1.2 Annual Maintenance and Inspection All extinguishers shall be subject to annual maintenance and inspection not more than one year apart. Maintenance and Inspection is a thorough check of the extinguishers. Annual Maintenance and Inspection shall follow the procedure listed below plus all applicable NFPA, Federal, State, OSHA and local standards, regulations, codes and requirements. 1. Clean extinguisher to remove dirt, grease or foreign material. Check to make sure that the instruction nameplate is securely attached and legible. Inspect the cylinders for corrosion, abrasion, dents or welding damage. If any damage is found, hydrostatically test in accordance with instructions in NFPA 10. 2. Inspect the extinguisher for damaged, missing or substitute parts. Only factory replacement parts are approved for use on fire extinguishers. 3. Weigh the extinguisher and compare with weight printed in the "Maintenance" section on the nameplate (label). Recharge extinguisher if weight is not within indicated allowable tolerances. 4. Check the date of manufacture printed on the extinguisher label (nameplate) or on the agent cylinder dome. The agent cylinder must be hydrostatically tested every 12 years to the test pressure indicated on the nameplate. 5. Visually inspect the pressure gauge: If bent, damaged or improper gauge, depressurize and replace. If pressure is low, check for leaks. If over pressurized (overcharged), depressurize the extinguisher and follow recharge instructions. 6. Check ring pin for freedom of movement. Replace if bent or if removal appears difficult. 7. Inspect discharge lever for any dirt or corrosion which might impair freedom of movement. Inspect carrying handle for proper installation. If lever, handle or rivets are damaged replace with proper part(s). 8. Install new tamper seal if broken and record service data on the extinguisher inspection tag. Page 1 of 4 9. Remove nozzle or hose and horn assembly and visually inspect inside valve body. (Chemical in the valve body may indicate that the extinguisher has been partially discharged and should therefore be recharged). Inspect nozzle or the hose and horn assembly for damage - replace as necessary. Blow air through nozzle or hose and horn to insure passage is clear of foreign material. 10. Inspect the valve assembly for corrosion or damage to hose thread connection. Replace valve assembly or component parts as necessary following the proper depressurization and recharge procedures. If valve removal is necessary, complete all steps in the Recharge Procedure. 11. Replace the extinguisher on the wall hanger or in the vehicle bracket making sure that it fits the bracket properly and the bracket is securely attached - replace the bracket if necessary. 12. The Contractor shall obtain prior approval from Contract Administrator, if any repairs or recharge is required. 13. The Contractor shall contact contract administrator if the cost estimate for the repair/replace is more than the replacement. Based on the repair and recharge versus the replacement cost submitted at the time of the service, the City elect to purchase a fire extinguisher. 1.3 Six-year Maintenance Every 6 -years, stored pressure dry chemical extinguishers shall be emptied and shall be subject to the applicable maintenance procedures. At the time of this maintenance, NFPA approved identification collar indicating the inspector and the month and year the maintenance check was performed shall be securely attached to the extinguisher. 1.4 Hydrostatic Testing All hydrostatic testing shall be performed in accordance with NFPA, Federal, State and local codes and standards. Hydrostatic testing shall be done every 12 years for the dry chemical type extinguishers and every 5 years for the CO2 type extinguishers. 1.5 Replacement and Disposal 1. Contractor shall contact the Contract Administrator before replacing new fire extinguishers. Contractor shall provide justification for requested replacement to the Contract Administrator 2. Contractor shall be responsible for the disposal of the old unit. 3. Contractor shall replace same brand, or any brand follows all applicable codes and requirement. 1.6 Service Personnel 1. Maintenance, Inspection, refills, tests, repair etc. shall be done by a properly licensed and certified technician as per NFPA, Federal, State and Local codes and regulations. 2. The Contractor shall assure that crew is fully and properly equipped to perform services promptly and safely without delay. All personnel assigned to the service agreement shall wear a uniform, including safety equipment and any company issued photo identification. Page 2 of 4 1.7 Reports 1. Contractor shall submit a report after each annual maintenance and inspection to the Contract Administrator. Report shall state a number of annual fire extinguisher maintenance, Six-year maintenance, Hydrotest, Recharge and Repairs. 2. The Contractor shall keep record and track all the maintenance on its own database and shall notify the City three weeks prior to expiration testing date for the following year. 1.8 Invoicing and Payment 1. The Contractor shall submit the invoice after the annual services are performed. Invoice shall include 1) Work description, Location and date of maintenance 2) List of Materials that were replaced. 2. Original copy of the invoice should be sent to the Accounts Payable with a copy to the Contract Administrator. 3. Approval for payment shall be authorized by the Contract Administrator. 1.9 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. 1.10 Work Locations The Contractor shall perform Fire extinguisher annual maintenance to the following locations Department Address City Hall 1201 Leopard St Corpus Christi TX 78401 Health Department 1702 Horne Rd Corpus Christi TX 78416 Health Department -WIC 1702 Horne Rd Corpus Christi TX 78416 Police Department 321 John Sartain St, Corpus Christi, TX 78401 Animal Control 2626 Holly Rd, Corpus Christi, TX 78413 Frost Bank 2402 Leopard St, Corpus Christi, TX Facility Maintenance Building 5352 Ayers, Corpus Christi, TX 78415 CCPD Training Center 4510 Corona Dr., Corpus Christi, TX, 78411 Public Safety PD Building B 1501 Holly., Corpus Christi, TX, 78417 Professional Standards 5805 Williams Dr., Corpus Christi, TX, 78412 Property Warehouse 1502 S Brownlee Blvd., Corpus Christi, TX, 78404 Vehicle Impound Lot 5485 Greenwood Dr., Corpus Christi, TX, 78417 Page 3 of 4 Taxi & Parking & DPO/CRU 805 Comanche St., Corpus Christi, TX, 78401 Calallen Substation 1925 Tuloso Rd., Corpus Christi, TX, 78409 Flour Bluff Substation 1456 Waldron Rd., Corpus Christi, TX, 78418 The Shooting Range 9600 Hearns Ferry Rd., Corpus Christi, TX, 78370 Police Fleet Building 5352 Ayers St. Building #5, Corpus Christi, TX, 78415 All Fire Department locations Page 4 of 4 Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION Revised BID FORM 10/26/2018 RFB No. 1886 Fire Extinguishers Annual Maintenance and Inspection Date: LO Ara - I EAre Authorized Bidder: IVB 1~Vike x �� T.vC Signature: PAGE 1 OF 2 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 Description UNIT QTY for 5 years Unit Price Total Price 1 Type - Dry Chemical 1.1 Annual Maintenance and Inspection - 51b, 10Ib, 151b, 201b EA 2450 17-.66 (ft U'O. od 1.2 Recharge 5 Ib. EA 200 iEJ 4 j _j-9 06.e6 3gooA 1.3 Recharge 10 Ib. EA 200 (7x0 _. • 1.4 Recharge 15 Ib. EA 100 �.. 1.5 Recharge 20 Ib. EA 100 9 t-6 2-4PfeS , at 1.6 Hydrotest with Recharge 51b EA 400 5f ,np (2 (000•4o 1.7 Hydrotest with Recharge 101b EA 200 U,-(6 ..3 od co 1.8 Hydrotest with Recharge 201b EA 200 q 2_0) g, -6d .0 0 1.9 Replacement 51b EA 200 4q. 3( g g 7- O ,0( 1.10 Replacement 10Ib EA 100 6( C b 6=r6d 1.11 Replacement 20Ib EA 100 i 1 ., ft, i r q-ga a 6 1.12 6 -year Maintenance - 51b EA 500 i .(_6 11 to GUS 1.13 6 -year Maintenance - 10Ib EA 100 { q X b m"6,4:16 1.14 6 -year Maintenance - 201b EA 200 'LL() S (ob .64 2 Type-Co2 2.1 Annual Maintenance and inspection - 51b, 10Ib, 151b, 20Ib EA 160 Q,645 1( lb _da 2.2 Recharge 5 lb. EA 50 1..„-a (713-.06 2.3 Recharge 10 Ib. EA 50 (g , q2.416-6 2.4 Recharge 15 Ib. EA 50 2 i. ra (63'5.16 2.5 Recharge 20 lb. EA 50 2.q.. (2) mea" 2.6 Hydrotest with Recharge 51b EA 50 , 51 fp 1(-1-S. UO 2.7 Hydrotest with Recharge 10Ib EA 50 'S4 , 0 { g�S.d6 2.8 Hydrotest with Recharge 20Ib EA 50 y Z. CO 2_,t i.C. a a 2.9 Replacement 5Ib EA 50 (.2 -?,S( G 4 ,(%c), 2.10 Replacement 10Ib EA 50 NC ,fir 4 Q• g,,1,(d 2.11 Replacement 201b EA 50 2-63 .5'3 1. (-4.c Lf' 3 Service fee per location, if applicable EA 180 10-06 { eQG.4C1 Estimated Spend Mark up (%) 4 Parts $15,000 /.1606.4d Total .i Note: 1. Mark up Total = (Estimated spend *Markup %) + Estimated Spend. 2. Service fee, if applicable, will be paid per location visit not on each fire extinguisher service. 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 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 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 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 Page 2 of 3 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 Fire Extinguisher Inspections, Maintenance and Service 04/11/2018 cg Risk Management Valid Through 12/31/2018 Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS The Contractor shall provide one-year warranty on repairs and one-year warranty or manufacturer warranty on fire extinguishers and parts. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting 3/26/2019 Action Item for the City Council Meeting 4/9/2019 DATE: March 21, 2019 TO: Keith Selman, Interim City Manager FROM: Esther Velazquez, Assistant to the City Manager EstherVcctexas.com 361.826.3093 American Bank Center Advisory Council CAPTION: Motion appointing a Council Member to the American Bank Center's Advisory Council. PURPOSE: Develop an Advisory Council comprised of five to ten American Bank Center stakeholders who meet regularly during the year to review event processes, new ideas, creative sales promotion ideas and receive customer -driven input for convention sales and services departments. BACKGROUND AND FINDINGS: As part of the RFP process for extending its management agreement of the American Bank Center, SMG committed to creating a Client Advisory Council consisting of American Bank Center stakeholders. SMG has comprised a list to include tenants, local universities, and City of Corpus Christi representatives. Included on this list is representation from the City Council. A similar item came before the Corpus Christi Business and Job Development Corporation at their regular meeting on February 18, 2019. Mr. Robert Tamez was selected as the Type A Board representative. OTHER CONSIDERATIONS: Council may choose not to have a representative on this advisory council. CONFORMITY TO CITY POLICY: Yes EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: City Manager's Office Legal 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: None RECOMMENDATION: N/A LIST OF SUPPORTING DOCUMENTS: Proposed List of Stakeholders AmericanBankCENTER arena 1 convention center 1 selena auditorium ADVISORY COUNCIL PROPOSAL CREATION OF CLIENT ADVISORY COUNCIL Develop a council of 5-10 existing and loyal American Bank Center customers who meet regularly throughout the year to review event processes, new ideas from our venue departments, creative sales promotion ideas and receive customer -driven input for our convention sales and services departments. Stakeholders 1. City of Corpus Christi 2. Corpus Christi Convention and Visitors Bureau 3. Corpus Christi Downtown Management District 4. American Bank 5. Texas A&M University Corpus Christi 6. Del Mar College 7. Ice Rays 8. Buccaneer Commission 9. Corpus Christi Ballet 10. United Corpus Christi Chamber of Commerce 11. Type A Representative 12. City Council Representative AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 26, 2019 Second Reading for the City Council Meeting of April 9, 2019 DATE: March 1, 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 1401 North Alameda Street (3/4 Vote Required) CAPTION: Case No. 0219-02 HCS 311, LLC: Request for rezoning a property at or near 1401 North Alameda Street from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District. PURPOSE: The purpose of this item is to allow for the construction of a laydown yard. RECOMMENDATION: Planning Commission and Staff Recommendation (February 20, 2019): Denial of the change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 ALTERNATIVES: 1. Approve the request (3/4 Vote Required). OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for high density residential uses. The proposed rezoning to the "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC). EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 111p 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. 0219-02 HCS 311, LLC: Ordinance rezoning property at or near 1401 North Alameda Street from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of HCS 311, 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, February 20, 2019, during a meeting of the Planning Commission. The Planning Commission recommended denial of the change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District and on Tuesday, March 26, 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 HCS 311, 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 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1/4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37 (the "Property"), from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District (Zoning Map No. 046045), 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\0219-02 HCS 311, LLC (Clower)\Council Documents\Ordinance_0219-02 HCS 311, LLC.docx Page 2 of 5 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 5 Exhibit A METES & BOUNDS - NORTHSIDE MANOR Being a tract of land contaming 4 1 c'; acres. more or :e: s. being out of Bock C. C o:oraa 2*.iexncana of Corpus Christi. Nueces County. Texas. and more particularly described by meter and bound: as follows: BEGINNING ata 5'S inch rod set for than most nort±er:v corner of Block C. beiz:g the intersection of the southwe bounc:ar}• of North Broadway (now known as West Broadway Street) and the southeast boundary of Sam Karim Street as shown by Map of Colonia Mexicana recorded in Volume 2. Pare 17. of the _Map Records of Nueces County. Texas. said POINT OF BEGINNING bemr the most northerly corner of the tract herein described. THENCE South 53° 00' 00' Eat. with the Southwest boundary of North Broadway Street 280.00 feet to a 51 inch iron rod set for a comer. said point being the intersection of the Southwest boundary of West Broadway and the Northwest boundary of North Alameda Street. THENCE South 37° 00' 00- West with the Northwest boundary of North Alameda Street 441.4 feet to a 5,'S mch iron rod set to a comer: THENCE North 53° 00' 00" West. a distance of 62.5 feet to a 5 S inch u -on rod set for a comer THENCE South 37° 00' 00" West. a distance of 100.0 feet to a 5 S inch uon rod set for a corner: THENCE South 53° 00' 00•' East_ a distance of 62.5 feet to a 5'3 inch urn rod set fora corner. said point being the Northwest bo mthr • of North Alamo Street-. THENCE South 37° 00' 00•' West. with the Northwest boundary of North Alameda. Street. a distance of 150.0 feet to a 5'3 inch iron rod set for a corner. ;aid point berme the intersection of the Northwest boundary of North Alameda Street and the Northeast boundary of Ch i nto Street. THENCE North 53° 00' 00•' West. with the Northwest boundary of Chrpito Street a distance of 280.0 feet to a 5.'8 inch iron rod set for a corner. said point beim the intersection of the Northeast boundary of Chiptto Street and the Southeast boundary of Sam R nkm Street: THENCE North 37° 00' 00- East_ with the Southeast boundary of Sam Raniin Street a distance of 150.0 feet to a 1 inch iron pipe found for a corner: THENCE North 37° 00' 00- East. with the Southeast boundary of Sam Raclin Street a distance of 150.0 feet to a 1 inch iron pipe found for a corner: THENCE South 53° 00' 00•' Eaa a distance of 6_.5 feet to a 51 inch iron rod set fora comer: THENCE North 37° 00' 00" East, a distance of 100.0 feet to a 51 inch iron rod set for a corner. THENCE North 53° 00' 00- West. a distance of 62.5 feet to a 3'4 inch urn pipe found for a comer. said point of being in the Southeast boundary of Sam Rankin Street: THENCE North 37° 00' 00•• Eaa with the Southeast boundary of Sam Rarl ir. Street. a distance of 441.4 feet to the PUCE OF BEGINNING. containing 4 1 `,3 acres. more or less. Page 4 of 5 Exhibit B J L __J L --J L --J L --J [::] [::] L__J r--1 L --J r- L__J \� / V =Eli L --J C --J Ear .ouawrrr sa.a 4 ff N KJ 4� sP 5I Sr w1.arr.•w 0.1 0.001. Ammo a..• 1 NEW LAYDOWN YARD Page 5 of 5 Zoning Case #0219-02 HCS 311, LLC. Rezoning for a Property at 1401 North Alameda Street City Council Presentation March 26, 2019 Aerial Overview Biro ,dway Magwatscr TIrest t i (@ne Magi) 2 Subject Property at 1401 North Alameda Street WNW -a 911' Vic in ity Map •,„r, N At Drrxalrrw.,1 lc} OpenStreettlapand cantributors, 'm eiteative Commons Share Al ice Li cen5e41CC-BY-SA} 3 Zoning Pattern II WM 0 Lail -3 x @TO `1910 IRO4 OEN RM -1 9©TO 4 Rendering Vacant Lots ■ Vacant Improved 64% Vacant Neighborhood Amenities hit [1a0ffemb 37 Park Church School Transportation Access Traffic: Port Cut -through Harbor Bridge Land Use Comparison • Single -Family • Multifamily • Group Living • Community Services • Day Care • Schools • Churches • Medical • Social Service • Fairgrounds • Restaurants/Retail • Truck Stop • Vehicle Sales and Service • Warehouse/Storage • Industrial Uses: Welding, Contractor's Shop, Textiles, Fuel Storage, Labs, Laundry Plant, Manufacturing, Vehicle Service, and Commercial Printing. Planning Commission and Staff Recommendation Denial of the change of zoning to the "IL" Light Industrial District Public Notification 57 Notices mailed inside 200' buffer 137 Notices mailed outside 200' buffer Notification Area Opposed: 13 (13.52%) In Favor: 2 11 UDC Requirements Buffer Yards: "IL" to "RM -1" Type C: 15 -feet and 15 points Setbacks: Street: 20 feet 40 feet when adjacent to Residential Parking: 1:1,000 GFA (Outdoor Facility) Landscaping, Screening, and Lighting Standards. Uses Allowed: Light Industrial, Retail, Offices, Vehicle Sales, Bars, and Storage Utilities Water: 12 -inch ACP line located along Sam Rankin Street, a 6 -inch ACP line along Chipito Street, a 6 -inch ACP line along North Alameda Street, and an 8 -inch CIP line along West Broadway Street. Wastewater: 6 -inch VCP line located along Sam Rankin Street, a 6 -inch VCP line along Chipito Street, a 6 - inch VCP line along North Alameda Street, and an 21 -inch VCP line along West Broadway Street. Gas: 2 -inch line located along Sam Rankin Street, a 2 -inch line along Chipito Street, a 1 -inch line along North Alameda Street, and a 2 -inch line along West Broadway Street. Storm Water: 24 -inch line located along Sam Rankin Street. 13 Harbor Bridge Buyout Map aJIJICT.:Z. A.. I'LL .�I z�IL. __.J�� 7i7W w 11111:1171 1�j7T//l1//f_ LII RP— ' ' /ir IMTI �_W. ,7h.,/,//i%,:I LI a y / C111�1 -11-L = ID L Map of "the Neighborhood" 1L_ . ATV. . i tim m X111 - - Tffl €-11IFTWIIi 111111 III 14 Downtown Area Development Plan (ADP): Washington -Coles Neighborhood PLANNING COMMISSION FINAL REPORT Case No. 0219-02 INFOR No. 18ZN1024 Planning Commission Hearing Date: February 20, 2019 Applicant & Legal Description Owner: HCS 311, LLC. Applicant: The Clower Company Location Address: 1401 North Alameda Street Legal Description: 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1/4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. Zoning Request From: "RM -1" Multifamily 1 District To: "IL" Light Industrial District Area: 4.23 acres Purpose of Request: To allow for the construction of a laydown yard. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RM -1" Multifamily 1 Vacant High Density Residential North "IH" Heavy Industrial Heavy Industrial and Public/Semi-Public Commercial and Light Industrial South "RM -1" Multifamily 1 and Cl"Intensive Commercial Commercial and Vacant High Density Residential East "RM -1" Multifamily 1, "RM -2" Multifamily 2 and "Cl" Intensive Commercial Vacant and Low Density Residential High Density Residential West "RM -1" Multifamily 1, "RM -AT" Multifamily AT and "CN -1" Neighborhood Commercial Vacant High Density Residential and Permanent Open Space ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for high density residential uses. The proposed rezoning to the "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC). Map No.: 046045 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 280 feet of frontage along Lipes Boulevard, which is designated as a "01" Minor Collector Street, approximately 583 feet of frontage along Sam Rankin Street, which is designated as a Local / Residential Street, approximately 583 feet of frontage along North Alameda Street, which is designated as a Local / Residential Street, and approximately 280 feet of frontage along Chipito Street, which is designated as a Local / Residential Street. According to the Urban Transportation Plan, "01" Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume North Alameda Street Local/ResidentialN/A 50' ROW 28' Paved 60' ROW 40' Paved West BroadwayCollector Street "C1" Minor 60' ROW 40' Paved 60' ROW 40' Paved N/A Sam Rankin Street Local/Residential 50' ROW 28' Paved 60' ROW 40' Paved N/A Chipito Street Local/Residential 50' ROW 28' Paved 40' ROW 30' Paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District to allow for the construction of a laydown yard. Development Plan: The subject property is 4.23 acres in size. The owner is proposing the construction of a laydown yard. Existing Land Uses & Zoning: The subject property is currently zoned "RM -1" Multifamily 1 District and consists of vacant land which was formerly a multifamily apartment complex. The subject property was zoned "RM -1" Multifamily 1 District in the early 1970s. The former apartment complex (Northside Manor) was demolished in 2016. The subject property was part of the original founding of the City in 1852. On the same block as the subject property is an existing single-family residence that is currently occupied. To the north across West Broadway Street is the Union Pacific Rail line and a City Wastewater Treatment Plant (Broadway). To the south are single-family homes zoned "RM -1" Multifamily 1 District and "Cl" Intensive Commercial District. To the east is a single-family residence zoned "RM -1" Multifamily 1 District. Across North Alameda Street are vacant properties and an abandoned single-family home and commercial building zoned "RM -1" Multifamily 1 District, "RM -2" Multifamily 2 District, and "Cl" Intensive Commercial District. To the west are vacant tracts zoned "RM -1" Multifamily 1, "RM -AT" Multifamily AT, and "CN -1" Neighborhood Commercial. Staff Report Page 3 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 ACP line located along Sam Rankin Street, a 6 -inch ACP line along Chipito Street, a 6 -inch ACP line along North Alameda Street, and an 8 - inch CIP line along West Broadway Street. Wastewater: 6 -inch VCP line located along Sam Rankin Street, a 6 -inch VCP line along Chipito Street, a 6 -inch VCP line along North Alameda Street, and an 21 -inch VCP line along West Broadway Street. Gas: 2 -inch line located along Sam Rankin Street, a 2 -inch line along Chipito Street, a 1 -inch line along North Alameda Street, and a 2 -inch line along West Broadway Street. Storm Water: 24 -inch line located along Sam Rankin Street. PIanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Downtown Area Development Plan (ADP). The proposed rezoning to the "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC). Specifically, the rezoning is inconsistent with the following policies: • Support programs to encourage infill development and rehabilitate housing stock in established neighborhoods. (Housing and Neighborhoods Policy Statement 7) • Support preservation and reuse of historically significant buildings, areas, and sites. (Housing and Neighborhoods Policy Statement 7) • Encourage the protection and enhancement of residential neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 1) • 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) • Promote residential and mixed-use development downtown. (Future Land Use, Zoning, and Urban Design Policy Statement 2) • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (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) • 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) • The former Northside Manor property has been closed following relocation of its affordable housing units to the Palms at Leopard, and the property is up for sale. Depending on the purchaser, this too might provide possibilities for new workforce Staff Report Page 4 housing in a band of development near Staples Street. (Downtown Area Development Plan: Washington -Coles) Department Comments: • The proposed rezoning is inconsistent with the adopted Comprehensive Plan (Plan CC). • The proposed rezoning is incompatible with neighboring properties and with the general character of the surrounding area. The proposed "IL" Light Industrial District constitutes a dramatic increase in the intensity of land uses that is surrounded multifamily zoning districts. The only industrially zoned properties in the Washington - Coles neighborhood are located north of the subject property and across West Broadway Street. The uses are comprised of the Broadway Wastewater Treatment Plant, Union Pacific Railroad, and Concrete Street Amphitheater. • This proposed rezoning does have a negative impact upon the surrounding neighborhood. A Tight industrial use next to multifamily zoned properties and existing single-family homes to the east and south will potentially subject additional residential homes to hazards such as: noise, smoke, vibration, dust, and odors. At the time of application no additional information has been provided concerning the types of materials to be stored, hours of operation, or levels of potential noise. • Granting this rezoning to the "IL" Light Industrial District encourages future rezoning cases. The Downtown Area Development Plan (ADP) and Future Land Use Map clearly identify the Washington -Coles neighborhood for residential and small commercial redevelopment. Additionally, the subject property is located to the east and outside of the buyout area affiliated with the new Harbor Bridge project. • The subject property is isolated with no possible connectivity for heaver truck traffic. West Broadway Street as a "01" Minor Collector Street is the only street connecting North Port Avenue and State Highway 181 to the subject property. The proposed change of zoning would encourage cut -through heavy truck traffic down Sam Rankin Street or North Alameda Street. Both of these streets are designated as local / residential streets and were not designed to handle the heavy weight of semi -trucks plus the additional weight of the cargo being transported to and from the subject property. Further taking into account the new Harbor Bridge project that will only further encourage truck traffic to route south through either Sam Rankin Street or North Alameda Street to reach the Interstate 37 frontage road. • Lastly, as mentioned earlier in this report, there are two properties within the block of the subject property that are not part of this proposed rezoning. These properties would remain zoned "RM -1" Multifamily 1 District. One of these remaining properties is an occupied single-family home. Meaning, if the change of zoning were to occur, these properties would be surrounded by the industrial use and exposed to all of the aforementioned hazards of lights, dust, smoke, vibrations, odors, and noise. However, the industrial use would be required to install the zoning district buffer yard of 20 -feet and 20 points, as well as a 40 -foot setback if a building was to be constructed on-site. Planning Commission and Staff Recommendation (February 20, 2019): Denial of the change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District. Staff Report Page 5 Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Public Notification Number of Notices Mailed — 57 within 200 -foot notification area 137 outside notification area As of February 15, 2019: In Favor — 2 inside notification area — 1 outside notification area In Opposition — 13 inside notification area — 2 outside notification area Totaling 13.52% 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\0219-02 HCS 311, LLC (Clower)\PC Documents\Staff Report_0219-02 HCS 311, LLC.docx Staff Report Page 6 FRANKS, Ce Crag gid: 9414/2115 LBya^.I: &!: [ of DOL.JOp[R911. S'dNK9.5 CASE: 1018-01 ZONING & NOTICE AREA Ra1.1 XVAY1m Ip 1 IW -Y Xullllml� Y FII -E 1.11Mf nlly E ON Pr.Mcclony CRroe m1 -Ar rurrmrlb Ar Cr -1 Neyhhorhead Cemmerolll Cr -Y IMlph hor hood Comm. rob CR -1 Re w A Commercial CR -2 Recoil Commercial CB -1 General Cnmm• ra ni Ch -Y Omer.. Comm. Mal CI 1nbn Yv. Comm. Mal CBC M.N.. Commercial CR -E Reoll Commercial FR Fam Rory X Irclerlo 0 M 8P Bu cm.c c para. IL 11$Ii I100ilal 111 IMM ■au lhly pyo Rained yyl Ce1c Overlay RE -10 angle-F1m• 1• Ri! atiul•-Fm1ry RE4_R amyl•-Fmlb 4, RE -r= Two -Fames RE -1d 15 sl)BJEC T PRO PERT ,W.9 n`.`. �1re• craLAV CRyof Staff Report Page 7 Andrew Dimas [DevSvcsj From: Barry Wolfson <:barrywolton2003:ayahoo.com> Sent: 'Wednesday.. February 20, 2019 1121 AM To: Andrew Dimas [DevSvcs]; Rosalyn Wolfson Subject: Final Version in Opposition • February 19, 2019 Mr. Andrew Dimas, Project Manager City of Corpus Christi, TX Dear Andrew, Please note that a prior business commitment precludes me from attending the important February 20, 2019 City Planning Commission Public Hearing pertaining to Rezoning Case Number 2019-02. I'm the managing principal for Block Realty, LLP and the managing principal for The Estate of Sadie Orshanski, LLP. I'm a consultant with Wolfson and Wolfson, LLP. The three ( 3 ) companies combine to own twenty-one ( 21 ) assets in the historic, Washington -Coles district ( herein referred to as W.C. ) Nueces County deed records indicate that Block, LLP and Orshanski, LLP first invested in W.C. in 1926. Block and Orshanski sold sixteen ( 16) parcels and twenty-six plus ( 26 + ) single family homes to the major Houston-based developer, Markman Brother's Investments, in 2015. The aforementioned entities combine to form the second largest ownership entity in the Washington and in the Coles between 1926 and 2019. The City of Corpus Christi is the largest land owner. Staff Report Page 8 I ( We ) vehemently oppose any and all attempts to rezone W.C. as Light Industrial. I ( We ) vehemently oppose any and all attempts to issue a special use permit in W.C. for Light Industrial. I'm also a real estate representative for the Harbor Bridge Technical Committee. The Harbor Bridge Committee is also is opposed to any such change in designation. I've served on several committees focused on the betterment of, and on the future redevelopment of, the the eighty-two ( 82 ) acre W.C.'s tract. I teamed with numerous city government commissioned committees between 1998 and 2019. The Northside Commons Committee, the Civic -Design Group Consultation and the new Harbor Bridge Technical Committee are examples. I've contributed to, and I'm informed about, the Corpus Christi Central Business District Plan and the proposed Sea District Plan. Alf of these plans expect Washington and Coles to redevelop as a master planned, mixed use development. The projected highest and best use in each study includes single family, multi -family and retail properties. Private equity from Prosperity Bank, is available, pending the probable eminent domain acquisitions related to the new bridge construction. HUD assistance is not likely. HCS 311, LLC and The Clower Companies are well established, and are well respected entities. The City of Corpus Christi purportedly gave HCS 311 the land that enabled to the group to develop its terrific project, The Palms. HCS, 311 in exchange agreed to, and demolished, the former problematic Northside Manor Complex. It seems unfair that HCS 311 now wants to replace the former Northside Manor site, with an equally distasteful, light industrial eye -sore. Staff Report Page 9 Thank you for your thoughts and considerations. Sincerely, Barry Wolfson Barry Wolfson 5114 Balcones Woods Suite 307 Austin, TX 78759 Office: 512.257.7905 CeII: 512.689.8153 The (ONFIDFNTTAI TTY 1MOTICF: This email message and its attachments are covered by the Electronic Communications Privacy information contained in this transmission is confidential and intended only for the personal use of the intended recipient(%) named above and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any use, disclosure, dissemination, distribution, copying or the taking of any action in reliance on the contents of this communication or other use is strictly prohibited. If you have received this email in error, please immediately notify the sender (only) by reply email or by telephone, (512)257- 7905, and promptly delete/destroy the original and any copies of this message. Unauthorized interception of this email is a violation of federal criminal law. Thank you for your cooperation. IRS CIRCULAR 230 NOTICE: Any federal tax advice contained in this emaiI and any attached document is not intended or written to be and cannot be used or referred to for the purpose of (i) avoiding penalties that may be imposed by the Internal Revenue Service or (ii) promoting, marketing or recommending any partnership or other entity, transaction, investment plan, or other arrangement Staff Report Page 10 Andrew Dimas [DevSvcs] From: Fred Hobbs <:fredimortgage,com> Sent: Tuesday, February 19, 2019 2:52 PM To: Andrew Dimas [DevSvc] Cc: barrywolfson20031ayahoo.com Subject: HCS 311 Rezone - Washington -Coles Follow Up Flag: Follow up Flag Status: Flagged Dear Mr. Dimas. I represent Markman Brothers Investments Corpus Christi, LLC, a substantial property owner in the Washington -Coles neighborhood in Corpus Christi. It is our understanding that there is a zoning request before the Planning and Zoning commission to re -zone four plus acres of property in the Washington Coles Area to L1. We did not receive any notification that this re -zone request was before the commission. We would like to register our opposition to the proposed change. This re -zone will adversely affect our property values and is not in conformance with the proposed uses for the area under separate master plans. Please do not hesitate to contact me at the number below should you have any questions concerning our opposition to this re -zone request. Sincerely, Fred ffo,b NMLS #329412 Al _Alote ��•' fir, CAPITAL 311 Howard St. San Antonio, TX 78212 Phone: 210-493-5300 Fax: 888-789-4281 www.txmortgare.com Staff Report Page 11 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 mtencion de as stir a esta iunta y aue requieren serwcros espec'ales, se les Suplica aue den aviso 48 horas antes de la iunta Ilamando al deparlamento de servicios de desarrollo. al nurnero (361 L826-3240 If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at +,361l 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dinause a la commission durante la junta y su inales es limitado, favor de Ilamar al departamento de servicios de desarrollo al numero 13611 826-3240 al menos 48 horas antes de la junta para solicitar un interprete ser presente durante la jurta_ (;Il Y PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311. LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as. 1401 North Alameda Street and being 4.1573 acres, more or Tess, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1.4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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, February 20, 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 PROPFRTY OWNFR(S) AND MAII Fr) 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. Printed Name ttrav-it-L, '\L 1 t—t-'1• Address; k - ( IN FAVOR ( } IN OPPOSITION Phone: ":.-J1"1, ' z— 1 REASON: CityiState: C- • •Tx -(itb 3 SEE MAP ON REVERSE SIDE INFOR Case No 18ZN1024 Property Owner ID: 10 Signature Case No. 1018-01 Prosect Manager: Andrew Dimas Email: andrewd2@cctexas.corn Staff Report Page 12 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, aue tienen la intencidn de asistir a este iunta y aue reauieren servicios especiales, se les suplica oue den aviso 48 horas antes de la junta Ilamando al departamento de servicios de desarrollo, al numero (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. 51 usted desea dirigirse ala commission durante la junta v su incites es Irmitado favor de Hamar al [departamento de servicios de desarrollo al numero (361) 826-324Q al menos 48 horas antes de la iunta para solicitar un int©rprete ser gresente durarte la jur•ta. J CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. he property to be rezoned is described as 1401 North Alameda Street and being 4.1573 acres, more or less, being out of Block C. Colonia Mexicana and Lots 5 and 6, Block Southwest 14 C, Colonia Mexicana, located on the east side of Sam Rankin Street. west of South Alameda Street, and north of Interstate 37 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, February 20. 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 heanng to express your views on this rezoning request. For more information, please call (361) 826-3240. To RF ON RECORD, THIS FORM MUST DE FILLED OUT. SIGNED BY THE CURREN I PHUI'ERTY OWPsigiTkiii4D MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI. TEXAS 78469- 9277. ANY INFORMATION PROVIDFD 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. litriCREA.1.TY Cf: BLOCKr�I_,_ Printed Name: 1316 S. STP,! _ 1316 S STAB! CORFU; l CORrPUSC-:S:STI. rX Ilii Address: City+Stale: ( ) IN FAVOR OPPOSITION Phone: REASON: SEE MAP Otv REVERSE SIDE INFOR Case No.: 182N1024 Property Owner ID: 11 G4tatltry ` 11&7 on 349 POENISCH PUS CHRISTI, l'x 712 Signature IA) Case No 1018-01 Project Manager. Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 13 Persons with disabilities planning to attend this meeting, who may require special services. are requested to. Contac: the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incaaccidades que tienen la intencien de asistir a esta iunta v aue requieren servicios esoeciales. se les suolica aue den aviso 48 horas antes de la iunta Ilamando al deoartamento de servicios de desarrollo, al numero (361) 826-3240. II 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 durance la junta y su irides es limitado, favor de Ilamar al deoartamento de servicios do desarrollo al ni,mero (361 826-3240 al menos 48 horas antes de la junta para solicitar un interprets ser presente durance la junta. GI1 Y PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from :he "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is descrioed as. 1401 North Alameda Street and being 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1.'4 C, Colonia Mexicana, located on the east side of Sam Rankin Street. west of South Alameda Street, and north of Interstate 37. 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 recornmondation to the City Council. The public hearing will be held on Wednesday, February 20, 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 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. )) Printed Name: -31 '�Gi-u, I L,( r1 -1-cd 20_100) Address: ( I IN FAVOR (OPPOSITION REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1024 Property Owner ID: 16 Signatute W ethocilst C' h ir4 City/State: !U rp it 5 eh Phone: `� / " f/`t - 54 rid-), Nlad Case(71 68.611-) Prosed Manager: Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 14 Persons with disabilities planning 10 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. gug,.lienen la intencion de asist r a esta iunta v aue reauieren servicios esoeciales, se les suplica aue den aviso 48 horas antes de la junk Ilanlando al departamento de servicios de desarrollo. al numero (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 diriairse a la commission durante la junta v su ingles es limitado. favor de Ilamar al deoartamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un intororete ser Dresente durance la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the 'RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres, more or Tess, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1.4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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. February 20. 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 a.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 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 en applicant or appellant concerning an application or appeal, either al home or office, or in person, by telephone call or by letter. BLOCK REALTY CO. LLP Printed Name: 1316 S STAPLES- P. O. BOX 822 Address: CORPUS CHS;STI, TX 78403 City/State: ( :1 IN FAVOR (it OPPOSITION Phone: REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1024 Property Owner ID: 18 SPlailty q440/2 349 I- OEtNISCH RPUS JI t TI W. Signature r Case No. 1018-01 Project Manager- Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 15 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 ,ncapacidades, que tienen la intention de asistir a este Junta v que requieren servicios especiales, se les suplica que den aviso 48 horas antes de la junta Hernando al departarnento de servicios de desarrollo, al numero (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 dincerse a la commission durante la junta y su ingles es lumitado, favor de Ilamar al departarnento de servicios de desarrollo al numero (361; 826-3240 al menos 48 horas antes de la iunta para solic tar un interprete ser pres_ente durante la write. CI Y PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311. LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. Me property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6. Block Southwest 1!4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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, February 20, 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 8E 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 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. BLOCK RE AL.TY CO, LL - 1316 S. STAR E;'- P. O. 60X 822 CORPUS CHS7ST1 I x Address: City/State: { I IN FAVOR XV OPPOSITION Phone: /�� REASON: auiy rtbo+s 349 POENISCH o PuS CHF:' ,1 t ,: 751412 Printed Name: SEE MAP ON REVERSE SIDE INFOR Case No • 18ZN1024 Property Owner ID: 19 Signature -tx) Case No. 1018-01 Project Manager: Andrew lamas Email: andrewo2@cctexas.com ttC Staff Report Page 16 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 incaoacidades, clue tienen la intenders de asistir a esta iunta v aue requieren servicios esoeciales. se les suulica aue den aviso 48 horas antes de la junta Hernando al deoartamento de servicios de desarrollo. al 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. 5i usted desea dmgirse a la commission durante la iunta v su irides es limitado, favor de hamar al deoartamento de servicros de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la iunta para sol citar un interprete ser oresente durante la Junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezonod is described as: 1401 North Alameda Street and being 4.1573 acres. more or less. being out of Block C. Colonia Mexicana and Lots 5 and 6, Block Southwest 1,4 C, Colonia Mexicana. located on the east side of Sam Rankin Street, west of South Alameda Street. and north of Intestate 37. 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. February 20, 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 oxpress 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(SI 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 a1 this Commission with an applicant or appellant concerning an application or appeal, either et home or office, or In person, by telephone call or by letter. } Printed Name: ka Cwt ,'l, I ,f_p_k. Address: / r2. ri 2 S4 AA. . -� k -i ,- City+Slate: ( Gr ..( l-_ Aftl, ,/,, IN FAVOR ( IN OPPOSITION Phone: ) 6� (‘t -b7-(76 REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1024 Property Owner ID: 21 re 60,661 /l1 Gr--/ Case No. 1018-01 Prolecl Manager: Andrew Dramas Email: andrewd2dIcaexas.com Staff Report Page 17 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 1,361) 826-3240. Personas con incaeaci odes, aue tienen 4i intencion de asisUr a este Junta v ase reauieren servicias esDeciales, se les suplica aue den avise 48 horas antes de la Junta Demand() al departamento de servicios de desarrollo, al Humero r361) 826-3240 II you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 8263240 at least 48 hours in advance to request an interpreter be present during the meeting. Sl usted desea dirreirse a la commission durante la junta v su ingles es limitedo, favor de 'lamer al departamento de servictos de desarrollo al Humero (3611 826-3240 al menos 40 hQras antes de la tunla Dere solicitar yin interprete ser presence durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned 'he City of Corpus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6. Block Southwest 1:4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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 forrnulate a recommendation to the City Council. The public hearing will be held on Wednesday. February 20, 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 8E FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNERIS) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78489- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be hold 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. BLOCK IS' ALTY CO. 1 -1 -1 - Printed Name: 1316 S. STAT I.1 P. O. GCS:' CORPUS CHc:ST1 TX 7P>r '3 Address: City. State: I i IN FAVOR REASON. (A OPPOSITION SEE MAP ON REVERSE SIDE INFOR Case No.. 18ZN1024 Property Oener ID: 25 Phone: 349 POENicr;il ORPLIS CHRt.0 I,, ,. r�•v.�. Signature Case No. 1018-01 Protect Manager: Andrew Dimas Ema l: andrewd2@cctexas.com Staff Report Page 18 Persons with ct abilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance al (361) 826-3240. Personas con incapao'dades, due tienr-.n la intention de asistir a esta junta v aue requioron servicios especiales, se les suolica due den avlso 48 hares antes de la Junta Ilamando al departamento de servicios de desarrolb, al numero (3611826-3240. If you wish to address the Commission dunng 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 diria rso a la commission durance la junta v su Indies es Irmilado, favor de hamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la Junta para solicitar un interprets ser presents durance la junta C!! Y PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consioer a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. 1 ho property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres. more or less, being out of Block C. Colonia Mexicana and Lots 5 and 6, Block Southwest 14 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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, it inconsistent with the City's Cornprehensive Plan, will also have the effect of amending :he Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing tor this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday. February 20, 2019, during one of the Planning Commission's regular meetings. which begins al 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 MI IST RF Fu I Fn ni IT, RinNFn RV THF Ci IRRENT PROPERTY OWNERI1S) AND 41AILED 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 ByLaws, 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 Narne: Address: ( I IN FAVOR REASON: W OCy' °rp. :) L 1315S, ST,r,;=lE_' - P G. EC'' . COWL:. " SIC' ;X 78.;C (Yk OPPOSITION SEF. MAP ON REVERSE SIDE INFOR Case No. 1821,41024 Properly Owner ID: 40 City:State:' Phone: S4a 4 y 349 POENISCH ORPUS CHRISTI. TX 78412 Signature Case No 1018 01 Project Manager: Andrew Dimas Email: andrewd2@ccle*as,com Staff Report Page 19 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 1361 1 826-3240. Personas con incaDacidades, que henen la intenci0n de asistir a esta junta v que roguleren servicios esDeciales se les suphca oue den aviso 48 horas antes de la junta Ilamando al devartamonto do servic os de desarrollo, al numero (3611 626-3240. 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. Sr usted desea diriairso a la commission durance la junta v su angles es limitado, favor de Ilarnar al departamento de servicios de desarrollo al nljmero 3611 826 3240 a' mens 48 ho'as aifes Ce la unla para solicitar un interorete ser presents durance la junta, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Copus Christi to consider a change of zoning from the "RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. Tie property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres. more or less. being out of Block C. Colonia Mexicana and Lots 5 and 6, Block Southwest 14 C, Colonia Mexicana. located on the cast side of Sam Rankin Street, west of South Alameda Street. and north of Interstate 37. 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, February 20, 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 DC ON fIECORD, THI3 FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNERIS) 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 Printed Name: Address: 1 0/ 0 ( IN FAVOR REASON: ,ivit)),161 iiK 5v' t� a c M) fi4 City. State: 'Lb Z r l ► i I IN OPPOSITION Phone: is 0/511 / SEE MAP ON REVERSE SIDE INFOR Case No 182N1024 Property Owner ID: 23 Signature Case No. 1018-01 Project Manager: Andrew Dimas Email: andrewd2Occlexas com Staff Report Page 20 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 al (361) 826-3240. Personas cep incapacidadeS, que tienen la intencien de asistir a esla iunta v que requieren servicios esoeciales, se les suolica clue den awSO 48 horas antes de la iunta Ilamando al departamento de servicios de desarrollo. al 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 diriairse a la commission durante la Junta v su finales es hmitado, favor de Ilamar al departamento de servicios de desarrollo al numero (3¢1 826-3240 al menos 48 horas antes de la Junta para solicitar un interprete ser presente durante la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the -RM-1- Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres, more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6. Block Southwest 1'4 C. Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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, February 20, 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. Printed Name: .4/ C [ t� (/ I 1/A/< el ao () 01 64/% -L..- Address: )1 ! f? f l L- r> 1 11 adrgiete: ¶ t4 A/) / i=i// IN FAVOR ( ) IN OPPOSITION Phone: 443-2i ' 0 l 9 (e l" I REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1024 Property Owner ID. 24 Signature Case No. 1018 01 Protect Manager: Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 21 Persons with disabilities planning to attend this meeting, wt•o may require special services, are requested to contact the Development Services Department at least .48 hours in advance at (361) 826-3240. Personas con rncaoacidades, Quo tlerien la intencion de asistir a esta iunta v we requreren servicios especiales, se les suplica cue den aviso 48 horas antes dg la iunta ilamando al departamenlo de serwcios de desarrollo. al numero i:3611 826-3243. If you wish to address the Commission during the meeting and your English is limited, pease call the Development Services Oepa•tmont at (361) 826-3240 at least 48 hours n1 advance to request an interpreter be present during the meeting Si usted desea dirieirse a la commission durance la junta y su inglr#s es limitedo, favor de Hamar al dopartarnento de s_eniicios de desarrollo al numero (361' 826-3240 al n'enes 48 horas antes de la Junta para solicitor Lun Interorete ser oresente durante is iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezo:li::g Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the 'RM -1" Multifamily 1 District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Maw. The property to be rezoned is described as: i 401 North Alameda Street and being 4.1573 acres. more or less, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 14 C, Colonia Mexicana. located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. Tho 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 wil! 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. February 20, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the Citv 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 1361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNERfS) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT. P 0 BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION P'OVIDED 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. Printed Name/: V1IJJb4/IJA TR I Pers kyle Address: 7' L 'i City'State: TAxa.5 t ())" .43 P hriti IN FAVOR I'4IN OPPOSITION Phone:4U REASON: Nc:f E ScsuES SEE MAP ON REVERSE SIDE INFOR Case No : 18ZN1024 Property Owner ID 37 Signa04 .A&ve. Case No. 1018-01 Project Manager: Andrew Dimas Email aiid•ewd2iicctexas.com Staff Report Page 22 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 iricanacidades, aue tienen la intencien de asistir a esta junta v aue reauieren servicios espec'ales. se les suplica aue den aviso 48 floras antes de la junta Ilamando al deoartamento de servicios de desarrollo, al numero (361) 826-3240. If you wish to address the Commission dunng 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 dmairse a la commission durante la junta v su inales es limdado, favor de hamar al departamento de servicios de desarrollo al numero 13611 826-3240 al menos 48 floras antes de la junta pars solicitar un interprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-02 HCS 311, LLC. has petitioned the City of Corpus Christi to consider a change of zoning from the "RM -1 Multifamily 1 District to the "IL" Llaht Industrial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1401 North Alameda Street and being 4.1573 acres, more or Tess, being out of Block C, Colonia Mexicana and Lots 5 and 6, Block Southwest 1/4 C, Colonia Mexicana, located on the east side of Sam Rankin Street, west of South Alameda Street, and north of Interstate 37. 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. February 20. 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 DAL, 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 DEPAH I MN I , P. U. BOX 9277. CORPUS CHRISTI, TEXAS 78489- 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. Printed Name: /1 T t 01' U (/ti l i[ Address: I U 21 Seim (76 il+ Q/ : City/State; e L 1-7r 7 9.' ()0 IN FAVOR ( ) IN OPPOSITION Phone: REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1024 Property Owner ID: 0 Signature Case No 1018-01 Project Manager: Andrew Dimas F.maiC andrewd2@cctexas com AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 26, 2019 Second Reading for the City Council Meeting of April 9, 2019 DATE: March 1, 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 3502 County Road 7B CAPTION: Case No. 0219-03 Mostaghasi Investment Trust: Request for rezoning property at or near 3502 County Road 7B from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. PURPOSE: The purpose of this item is to allow for the construction of single-family homes. RECOMMENDATION: Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS -6" Single -Family 6 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 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 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0219-03 Mostaghasi Investment Trust: Ordinance rezoning property at or near 3502 County Road 7B from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Mostaghasi Investment Trust ("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, February 20, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single - Family 6 District and on Tuesday, March 26, 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 Mostaghasi Investment Trust ("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 24.750 acre tract of land, recorded under document No. 2014022918, Official Public Records Nueces County, Texas, being a portion out of Lots 20 and 21, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A, Pages 41, 42, and 43 in the Map Records Nueces County, Texas, and being all of a 11.640 acre tract of land, recorded under document No. 013053250, Official Public Records of Nueces County, Texas, being a portion out of Lots 20 and 21; Lots 26 and 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A, Pages 41, 42, and 43 in the Map Records of Nueces County, Texas, located on the east side of County Road 7B, south of Brooke Road, and north of Slough Road (the "Property"), from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District (Zoning Map No. 041031), 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\0219-03 Mostaghasi Investment Trust (Ct Rd 7B)\Council Documents\Ordinance_0219-03 Mostaghasi Investment Trust.docx Page 2 of 5 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 5 ARTt.RO MEDINA.RPI-.S. Exhibit A AM LAND SURVEYING P.O. Boz 71094 Corpu: Christi, TX 78467 PHONE i 3611 333-6317 FIRM REGISTRATION * 10194360 Field Note Description October 15, 2018 Being all of a 4.750 acre tract of land. recorded under document No. 20140M1118, Official Public Records Nueces County. Texas. being a portion out of Las 20 and 21, Section 28. Flour Bluff and Encina) Farm and Garden Tracts, as shown by map or plat thereof recorded in Volare A, Pages 41, 42, and 43 in the Map Records Nueoes County. Texas. and being all of a 11.640 acre tray of land, recorded under document No. 2013053250, Official Public Records of Nueoes County, Texas, being a portion our of Lots 20 and 21; Las 28 and 27, Section 26. Flour Bluff and Encinal Farrn and Garden Tracts, as shown by map or plat thereof recorded in Volume A. Pages 41.42. and 43 in the Map Records of Nueces County, Texas and being more paricularty described by metes and bounds as follows: BEGINNING ata 5'B inch iron rod with a red plasic cap marking 'RVE' found in the common boundary line of Lot 25 and Lot 26, Section 26, Flour Bluff and Encina) Farm and Garden Tracts. beng the east most comer of Lot 7. Block 4, LEGENDS OF DIAMANTE UNIT 1. as shown by map or plat thereof recorded in Volume 66. Page 95. in the Map Records of Nueces County. Texas. said point beng the southwest most comer of this tract THENCE North 61`14'37" West with the northeas boundary line of LEGENDS OF DIAMANTE UNIT 1, a passing distance of 608.04 feet to a found 518 inch iron rod with a red plastic cap marking "RVE', being the north most corner of Lot 11, Block 2, LEGENDS OF DIAMANTE UNIT 1. a passing distance of 972.01 feet to a found 5/8 inch iron rod with a red plastic cap marking 'RVE". being the east mos comer of Lot 28, Block 5. LEGENDS OF DIAMANTE UNIT 2, as shown by map or plat thereof recorded in Volume 67, Fage 322, in the Map Records of Nueces County, Texas. a total distance of 1320.10 feet to a ais inch iron rod found in the common boundary line of Lot 27 and Lot 28, Section 26, Four Bluff and Encinal Farm and Garden Tracts. being the west comer of this tract: THENCE North 28°45'23" East wrh the common boundary line of Lots 27. 28 and Lots 19, 20, Section 28. Flour Bluff and Encinal Farrn and Garden Tracts, and parallel with a 3C foot Right -Of -Way Easement recorded in Volume 1546. Page 948, Deed Records Nueces County, Texas, a distance of 384.13 feet to a 5:8 inch iron rod set with a green plastic cap marking -AM LAND SURVEYING", being the west most comer of a 8 C acre tract of land recorded under documerx No. 942299. Official Public Records Nueces County. Texas. said point be an exterior comer of this tract THENCE South 81`14'37 East with the southwes boundary of the 8.0 acres. a passing distance of 30.00 fee: to a 5'8 inch iron rod `ound with a yel low plastic cap marking "BASS & WELSH . being the east Right -Of -Way of the aforementioned 3C foot easement. a total distance cf 536.28 feet to a 5'8 inch iron rod found with a yellow plastic cap marking "BASS & WELSH", being the west most comer of the 4.750 acres and being an interior corner of this tract: THENCE North 28°45'23" East with the west most boundary line of the 4.750 acres, a distance of 264.03 feet to a 5,13 inch iron rod found with a yellow plastic cap marking -BASS & WELSH' being in the south boundary line of a 0.50 acre tract of land recorded under docu►nent No. 2015044451, Official Public Records of Nueces County. Texas. said pant being the north rrost comer of this trail; THENCE South 61°14'3T East a distance of 783.82 feet to a 5'8 inch iron rod found in the west boundary line of a 76.093 acre tract recorded under document No. 2013003716. Official Public Records of Nueces County. Texas, same point being in the con -mon boundary line of Lot 21 and Lot 22. Section 28. Flour Bluff and Endnal =arm and Garden Tracts, being the south most comer a C.564 acre tract of land recorded under document No. 2C-5005753. Oficial Public records of Nueces County, Texas, said point being the east most comer of this tract; THENCE South 28°45'23' West with the common boundary line of Lot 21 and Lot 22. Section 26. Flour Bluff and Eno nal Farm and Garden Tracts. same being the west boundary line of the 76.093 acres. a passing disance of 264.30 fee: to a 518 inch iron rod found, being the south most mater of the 4.750 acres, a total distance of 64:.13 feet to the POINT OF BEGINNING, forming a trail embracing 713,813 square feet (16.387 acnes I - Note: Bearings are State of Texas Lambert Grid South Zone, N.AD 1283. 1883 -Field Nicte Desc' otcr :c EXHIBIT `A' Page 2 of 2 ARTURO MEDIM REGISTERED PROt'ESSIONAL LAND SURVEYOR 6669 Page 4 of 5 Exhibit B OT 7R LOT 27 '.o~�N28.45'23'E 1384.13' 3. FOOT RAW MMS 55041.-eF-5I41 ( 413. 1345. c F15.11111c.r) • r • aa40mI5P»+ . .mMM 7Yf'♦ LUM • n?181� i-7:41 1 $gra: 'J A • °� 1 f01 ■ 1 1 1 i ,. 144 •111411144/ OM • M V . • QQ2g ;r... 37.^7.7..^. ---�L6T ., . ••• � G • /J N % c O O AR `1 yJ 713,813Sq.Ft. 0 % L 16.387 Acre, •c 1 00 • lat N LOT 19 LOT 20 1 TANZMNTE DMVET501 6 N28.45'23'E 64.00' 3,e' IMRn1 14....1. . /mob. ,....NS VAR a RLP' ,:• a•..-< n ,7.7..•14,. 140' "me ./ 101.015 ,384 now zoic use es •IMITd M1014 5114/411G SGL IMAM, IOM FM moo 115104(0 MMR • OOP. LD1W.IT -Proa Nand 1 416464 0040 1 3 • 1 • 13' aA 4.e 0404 mot 264.00 528'45131V 618.131 76.093 ACRES 200e3 ACMES 404.0 0601EE3 1.4 MID TO 001105142. 2EI53-1:02O,1 LLC D41ED J.1€ 20 2017, 4701 51101501., Ln:. 1000(3 CMM'1C3 LIMA/1 ANC LARRY ,1 .MOAN AS flLLD p1 7.01.]4 2013 42001 DICLN4Nr 0.1103E1 20.3003716, O➢RKC.r 155T II .e '.F.55"e1 3..L£.1" 1.195 4e N OM AM Malmo a 1 lmT • 1. `@ TO Kt,. L[4( atc L. i ,K. Mod .11. 342 a1SPTJ. m1I1Mr=- M'j. COLOR.MAS34S.' /III .4AACT a. AM COMM N®TO MON 51m1. 5.W NM offzoo +no1 "0114[4 us. am .110.1 COMMIT Mem 11116: ci al ^'Irav~N+ 1 LOT 21 LOT 22 :LOT 22, SECTION 26 Flom OU.FF ae12 DICNAL FARM 400 CMOEN TORTS 9J80A1904. -(2,4.). 4. Fe50e 41-43. 1g11.1.C.7) SOIL 411m bqC4 400/51 AM •.o+7.:104.• 01,5 If 8/01114( 42 311 .4 2.•• LO•M 0104 511 a.. 2.00.1103 BXHII3IT "A" SENO a T10T cF lam 1014E, I1 N.01Es 00.901. isms 14 111101 OF Loi 17 La :I LT >, 1112 LOT 27, 7)0.41 14.7 NO MOM nal AM .:15.2.1 PIACI! A! 5111 or INC we 11E.£:F 1EAq;m N .44u1E -a. WES 41-4). (0 14E w 4(17026 [F MCD CG4Mt.', TEM AM M12 17.14 107110.44;7 712X4MCD M 50!5 NO 111 O1 MGC 2 Of TOS OOCUE41 • ;Me ilf11'.1..1.121 10 ...TIM 1/•{1024. - aMCIAM, 311 Page 5 of 5 PLANNING COMMISSION FINAL REPORT Case No. 0219-03 INFOR No. 19ZN1001 Planning Commission Hearing Date: February 20, 2019 Applicant & Legal Description Owner: Mostaghasi Investment Trust Applicant: Munoz Engineering, LLC. Location Address: 3502 County Road 7B Legal Description: Being 4.750 acre tract of land, recorded under document No. 2014022918, Official Public Records Nueces County, Texas, being a portion out of Lots 20 and 21, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A, Pages 41, 42, and 43 in the Map Records Nueces County, Texas, and being all of a 11.640 acre tract of land, recorded under document No. 013053250, Official Public Records of Nueces County, Texas, being a portion out of Lots 20 and 21; Lots 26 and 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A, Pages 41, 42, and 43 in the Map Records of Nueces County, Texas, located on the east side of County Road 7B, south of Brooke Road, and north of Slough Road. Zoning Request From: "FR" Farm Rural District and "CG -2" General Commercial District To: "RS -6" Single -Family 6 District Area: 4.75 acres Purpose of Request: To allow for the construction of single-family homes. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural and "CG -2" General Commercial Vacant Medium Density Residential North "FR" Farm Rural Vacant and Low Density Residential Medium Density Residential South "RS -6" Single -Family 6 Low Density Residential Medium Density Residential East "FR" Farm Rural Vacant Medium Density Residential West "RS -6" Single -Family 6 Vacant Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS -6" Single -Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 041031 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 200 feet of street frontage along County Road 7B which is designated as a "01" Minor Collector Street. According to the Urban Transportation Plan, "01" Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume County Road 7B "01" Minor Collector 60' ROW 40' paved Not Constructed N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District to allow for the construction of single-family homes. Development Plan: The subject property is 4.75 acres in size. The owner is proposing the construction of single-family homes. Existing Land Uses & Zoning: The subject property is currently zoned "FR" Farm Rural District and the "CG -2" General Commercial District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north are unplatted large tract single-family homes zoned "FR" Farm Rural District. To the south is a single-family residential subdivision (Legends of Diamante Units 1 & 2, 2009) to the zoned "RS -6" Single -Family 6 District. To the east is vacant property zoned "FR" Farm Rural District. To the west is a man-made pond zoned "RS -6" Single -Family 6 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: 8 -inch C900 line located along Tanzanite Drive. Wastewater: 8 -inch PVC line located along Tanzanite Drive. Gas: 2 -inch Service Line located along Ametrine Drive. Storm Water: 48 -inch line located along Ametrine Drive. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for single-family residential uses. The proposed rezoning to the "RS -6" Single -Family 6 District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: Staff Report Page 3 • 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 Tots within or adjacent to existing neighborhoods. (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). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC). • 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. Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single -Family 6 District. Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Public Notification Number of Notices Mailed — 57 within 200 -foot notification area 5 outside notification area As of February 15, 2019: In Favor — 4 inside notification area — 0 outside notification area In Opposition — 1 inside notification area — 0 outside notification area Totaling 0.39% 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\0219-03 Mostaghasi Investment Trust (Ct Rd 7B)\PC Documents\Staff Report_0219-03 Mostaghasi Investment Trust.docx Staff Report Page 4 Cif Llai rad: 2t4 1a Araparud By VLF? LLparaeanrnrDa EZNIanrsaNX" CASE: 0219-03 ZONING & NOTICE AREA =A1-1 e.ifanlgl JI -f ...Wall.,2 - NOifanlq E ON Prcibsaional RN -Ai Nuffialq Ri ▪ 11•101.0rMai Ceeearan 010-2 INtttr..O Ceee•rolal CR -1 resod C•eearolal CR -2 lewd C•eeu.Yl Co -2 B•o•rni Commit MY q IinnnvCone•r[YI cRO oownlewn Cennorow CR -i R•wd Conn•rolal ra[ Him RO rad or bO»day IL Light NdWMN N IMayylndO Ob. POO Piminoci OM Cox Oweay Ri-10 MO..ant 10 Rig 1601 -Fa] 60 aet ac • two Fant RE -16 1 161tFa l t 1a •n41E dale Rs -TF1 TOW 611oue 0P ieaotNAerei Ru Rmostiondd+renege vale PIIR Naataolvr. Home ®I rlti P00 h1Elr 0Ones A Ara• 4 Omen4606510 V Ovnes weed onne; rib X 1.3 �!e, (LOCATION MAP( Staff Report Page 5 Printed Name: C/10111 CLAW, - Address: J Ali— �' 2 ��ti Gf. City/State: U� s C�YSV G (N/IN FAVOR ( ) IN OPPOSITION Phone: 6' 1 ' 15 3 - S j REASON: Signature 2 SEE MAP ON REVER SIQE INFOR Case No.: 19Z 001 -' Property Owner ID: 11 Case No. 0219-03 Project Manager: Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 6 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 incaoacidades, que tienen la intencien de asistir a esta iunta y aue reouieren servicios especiales. se les suolica oue den aviso 48 horas antes de la iunta Ilamando al departarnento de servicios de desarrollo. al numero (361) 826.3240, If you wish to address the Commission dunng 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 diriairse a la commission durance la iunta v su inoles es limitado. favor de hamar al deoartamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la iunta oara solicitor un Interprete ser presente durance la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-03 Mosteghasi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single - Family 6 District. not resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 3502 County Road 7B and being 4.750 acre tract of land, recorded under document No. 2014022918, Official Public Records Nueces County, Texas, being a portion out of Lots 20 and 21, Section 26, Flour Bluff and Encinal Farm and Garden Tracts. as shown by map or plat thereof recorded in Volume A, Pages 41. 42. and 43 in the Map Records Nueces County, Texas, and being all of a 11.640 acre tract of land, recorded under document No. 013053250, Official Public Records of Nueces County, Texas. being a portion out of Lots 20 and 21; Lots 26 and 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A, Pages 41. 42, and 43 in the Map Records of Nueces County. Texas, located on the east side of County Road 7B, south of Brooke Road, and north of Slough 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, February 20, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 a.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 11s 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. Printed Name: PE RN i : Oc'c' NV Address: 6-510 VINEyf t OR . City/State: Cv,I .c CRZIST), rk (( IN FAVOR ( ) IN OPPOSITION REASON: rt- fE A A�t,ti4 NXOfb StLv1-100 Tu THE IAAltAsr0✓cf4 Tr1E AitEA HAS Qi -F0 Awtir'N(.signature SEE MAP ON REVERSE SIDE INFOR Case No.: 19ZNI001 Property Owner ID: 21 Phone: 3CI' 791-('riv T Case No. 0219-03 Project Manager: Andrew Dimas Email: andrewd2@cctexas.com 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 1361 } 826-3240 Personas con incapaCrdades, oue tienen la intencion de asistir a esla iunta V que reauieren servicios especiales, se les suplica aue den aviso 48 horas antes de la junta Ilamando al departarnento de servicios de desarrollo, al numero (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 dunng the meeting. Sr usted desea dowse a la commission duranle la junta v Su males es limitado favor de Hamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un intorprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-03 Mostaqhasi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Single - Family 6 District. not resulting in a change to the Future Land Use Map. The properly to be rezoned is described as: 3502 County Road 7B and being 4.750 acre tract of land, recorded under document No. 2014022918, Official Public Records Nucces County, Texas, being a portion out of Lots 20 and 21. Section 26, Flour Bluff and Encino) Farm and Garden Tracts, as slruwrr by map or plat thereof recorded in Volume A. Pages 41, 42. and 43 in the Map Records Nueces County, Texas, and being all of a 11.640 acre tract of land. recorded under document No. 013053250. Official Public Records of Nueces County. Texas. being a portion out of Lots 20 and 21: Lots 26 and 27, Section 26, Flour Bluff and Encinal Farm and Garden Tracts, as shown by map or plat thereof recorded in Volume A. Pages 41, 42, and 43 in the Map Records of Nueces County. Texas, located on the east side of County Road 7B, south of Brooke Road, and north of Slough 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. Tho 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, February 20 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 thls 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 (_( ; 15 (LI A ", v'e Address: 4 I� � J �c.)/<c„ S t XIN FAVOR ( ) IN OPPOSITION REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 19ZN 1001 Property Owner ID: 27 �� r `' , City/State: fl rt rk 1 ? i -' b ( `� //�%' Case No 0219-03 Project Manager: Andrew Dimas Email andrewd2@cctexas.com Staff Report Page 8 Persons with disabikties 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 incapacjades, gue tienen la intention de asistir a esta iunta v aue reauieren servicios esoec'ales, se les suolica aue denwiso 48 horas antes de la iunta Ilamando al departamento de servicios de desarrollo, al numero (361) 826-3240. II 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 diri_oirse a la commission duranle la junta v su inalds es limitado, favor de hamar al Oepartamento de servicios de desarrollo al numero (361) 826.3240 al menos 48 horas antes de la junta para solralar un intenorete ser presente durante la junta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-03 Mostaqhasi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" SinaIe- Family 6 District, not resulting in a change to the Future Land Use Map. Tho property to be rezoned is described as. 3502 County Road 7B and being 4.750 acre tract of land. recorded under document No. 2014022918, Official Public Records Nueces County, Texas, being a portion out of Lots 20 and 21, Section 26, Flour Bluff and Encinal Farm and Garden Trcct3, o3 Shown by map or plat thereof recorded in Volume A. Pages 41, 42, and 43 in the Map Records Nueces County, Texas, and being all of a 11.640 acre tract of land, recorded under document No. 013053250, Official Public Records of Nueces County, Texas. being a portion out of Lots 20 and 21: Lots 26 and 27, Section 26. Flour Bluff and Encinal Farm and Garden Tracts. as shown by map or plat thereof recorded in Volume A. Pages 41, 42, and 43 in the Map Records of Nueces County. Texas, located on the east side of County Road 7B, south of Brooke Road, and north of Slough 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, February 20, 2019, during ono 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 shell 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: V A KY t De LA r Address:l713 L�43SC'nr frAtfkarkctCc, - iX 704.)City/State: 1Y'cfhcykr4L4 7X e (r5 c (Xl IN FAVOR ( ) IN OPPOSITION Phone: I D" '1 S7 5 Dve1 rt-4h'r W e-c.j‘5 �C-,T� ."4".`r.�.ct &r -t v-� �1 lyt brb'S l� - REASON: _ � / PP,, I �% cite 1#z 4Co-'r -- I,'/ - C L- Signature SEE MAP ON REVERSE SIDE INFOR Case No.: 19ZN1001 Property Owner ID: 52 to Case No. 0219 03 Protect Manager: Andrew Dimas Email: andrewd2@cclexas,com Staff Report Page 9 Persons with disabilities planning to attend this meeting, who may require speaal services. are requested 10 c°muct the Development Services Department at least 48 hours in advance at (361) 826 3240. Personas con incapacidaees, aue tienen la intention de asistir a esta tunta v aue reaujeren servicios esoeciales, se les suplica clue den aviso 48 t as antes de Ia •junta Ilamando al deoartamento de servicios de deserrollo al n mere (361 i 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 dunng the meeting. Sr usted desea dinairse a la commission durante la junta y su 'mks es limitado, favor de hamar al deoartamento de servicios de desarrollo al numero ;3611 P.26-3240 a' rrenos 48 horas antes de la tunta Dara solicitar yin irtterpreto ser oresente durante la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0219-03 Mostaahasi Investment Trust has petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District and the "CG -2" General Commercial District to the "RS -6" Simile - Family 6 District, not resulting in a change to the Future Land Use Map. the properly to be rezoned is described as. 3502 County Road 76 and being 4.750 acre tract of land, recorded under document No, 2014022918. Official Public Records Nueces County, Texas, being a portion out of Lots 20 and 21, Section 26, Flour Bluff and Encinal Farm and Garden Tracts. as shown by map or plat thereof recorded in Volume A, Pages 41, 42, and 43 in the Map Records Nueces County. Texas. and being all of a 11.640 acre tract of land, recorded under document No. 013053250. Official Public Records of Nueces County. Texas, being a portion out of Lots 20 and 21: Lots 26 and 27, Section 26. Flour Bluff and Encinal Farm and Garden Tracts. as shown by map or plat thereof recorded in Volume A, Pages 41, 42. and 43 in the Map Records of Nueces County, Texas. located on the east side of County Road 7B, south of Brooke Road, and north of Slough 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, February 20, 2019, during one of the Planning Commission's regular meetings, which begins at 5:30 D.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 OWNERIS) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0, 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 or 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. Ulna J , Me itarz� Address: Oq -1-b pat x ( i IN FAVOR l;OPPOSITION REASON: ND HLCESS Rtyid &A:11 AwdeRo6a -! SEE MAP ON REVERSE SIDE INFOR Case No.: 1 9Z 1001 Property Owner ID: 28 • Signature CIty.State: ��-�115171-[�1 T- 9g" Phone: 3621- S5W-2/QSZ bea.s1 Case No. 021903 Protect Manager: Andrew Dimas Email- andrewd2Occtexas com Zoning Case #0219-03 Mostaghasi Investment Trust Rezoning for a Property at 3502 County Road 7B City Council Presentation March 26, 2019 Aerial Overview Subject Property at 3502 County Road 7B N At (c) Open StreetMapand cant LU r «s, rx Creative CommarsSfZareAlke License {CC -EY --SA? �`'•., 3 Zoning Pattern OUB ECT PROPERrf 20CA e egg 0 0 "d006 00� R2-0 200000 g0 4 Planning Commission and Staff Recommendation Approval of the "RS -6" Single -Family 6 District Public Notification 57 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer Notification Area Opposed: 1 (0.39%) In Favor: 4 Lae C..", 2G:791! o,yp3.3C By :1^, Cepa ^. ,BRE of Psrs,opm s ^:5 sr•.�s UDC Requirements Buffer Yards: N/A Setbacks: Street: 25 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single -Family Homes, Home Occupations, Group Homes. Utilities Water: 8 -inch C900 Wastewater: 8 -inch PVC Gas: 2 -inch Service Line Storm Water: 48 -inch line AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 26, 2019 Second Reading for the City Council Meeting of April 9, 2019 DATE: March 1, 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 213 Kleberg Place CAPTION: Case No. 0219-04 SCCBH, LLC: Request for rezoning property at or near 213 Kleberg Place from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. PURPOSE: The purpose of this item is to allow for the construction of a hotel. RECOMMENDATION: Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for mixed uses. The proposed rezoning to the "CR -1" Resort 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 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. 0219-04 SCCBH, LLC: Ordinance rezoning property at or near 213 Kleberg Place from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of SCCBH, 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, February 20, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District and on Tuesday, March 26, 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 SCCBH, 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 0.364 Acre Zoning Tract, being over and across a portion of Lot 88R, Block I, Corpus Beach Hotel Addition, located on the north side of Golf Place, east of Surfside Boulevard, and west of Corpus Christi Beach (Corpus Christi Bay) (the "Property"), from the "RM -AT" Multifamily AT District to the "CR - 1" Resort Commercial District (Zoning Map No. 044047), 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\0219-04 SCCBH LLC. (North Beach)\Council Documents\Ordinance_0219-04 SCCBH LLC.docx Page 2 of 5 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 5 Exhibit A tEURBAN ENGINEERING J Exhibit A 0.364 Acre Zoning Tract STATE OF TEXAS COUNTY OF MATES Job No. 43191.08.01 January. 1.5, 2019 Fieldnotes, for a 0.364 Acre Zoning Tract. being over and across a portion of Lot 88R, Block I. Corpus Beach Hotel Addition. a map of which is recorded in Volume 69, Page 61. Map Records of Nueces County. Texas; said 0.364 Acre Zoning Tran being more fully described by metes and bounds as follows: Beginning, at a 98 Inde Iron Rud with red plastic cap stumped "URBAN ENGR CC TX" Found, on the Northeast Right -of -Way line of Golf ('lace, a public roadway (Varied width), the Northwest hntatdary Zine of North Shoreline Boulevard (Avenue A) closed to vehicular traffic by City Ordinance No 14624. for the South corner of the said Lot 888 and of this Toad. from Whence, n I Inch Iron Pipe found, bears South 3116'00" West, 10.00 Fret; Thence, Nath 58'21'09" West. with the said Northeast Right-uf•W'ay line. 199.49 Feet, to a 5/8 Inch Iron Rod with red plastic cap stantpod "URBAN ENGR CC TX" Found. on the tiuuthcast boundary Zinc of Int 98, !Oval Corpus Beach 'keel Addition, a neap of which is recorded in Volume 1. Page 51, said Map Records, for a West corner of the said Lot atilt and this bract, from Whence, a I Inch Iron Pipe Found, bears South 31°15'19" West. 10.00 Fat; Thence, North 31°15'19" East. with the common boundary Zine of the said Lot 98 and the said Lot 88R, 79.73 Feet, to a 3e4 Inch Iron Rod Found. for the East comer of the said Lot 98, an inner ell corner of the said La 88R and for the North corner of this Tract, from Whence, a 511 Inch Iran Rod Found, for a West corner of the said Lot 88R, bears North 57'35'56" West, 99.87 Fat; Thence, South 38°09'19" East, over and across the said Lot 88R. 199.97 Feet. to the said Northwest boundary line of the said North Shoreline Boulevard (Avenue A), for the East coma of this Tract, from Whence, a 5/8 inch Iron Rod Found, for die Eau comer of the said Lot 88R. hears North 31"36'00" Fast, 90.36 Feet; Thence, South 31'36'00" West, with the common boundary line dale said North Shoreline Boulevard (Avenue AI and the said I.ot 88R. 79.04 Feet, to the Point of Beginning, containing 0.364 Acres (15.155 Square Fat) of land. more or less. 0.364 Acre Tract is located within the City limits of Corpus Christi, Texas and a subdivision based on this description may ti in violation of the current City of('orpus Christi subdivision ordinance (;rid hearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983. Texas South Zone 4205. and arc bused on the North American Datum of 1983(201 1) Epoch 2010.00. Unless This Iieldnotes description, including preamble, seal mid signature. appears in its entirety. in its original form, surveyor assumes no responsibility for its accuracy. Also re/entice accompntiyang sketch otf'tract described /renin. 19hhtAN 1 N; 1 41 1191 dV Ire Janis D. Carr, R.P1._S. License No. 6458 S'Starve}ith8'd31919ta01501110E'i?&TE.S AND R01,IN1 SWNI319191101 0 HdAcrcx dac Fac 1141 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbanene.corn TBPE Flrm # 145 • TBPLS Flrm IS 10032400 FAX (361)854-6001 Page 4 of 5 Exhibit B 95!,70 ero 9t la 7i;• n 9Sr�� Y��4R yrfirsra f0041k,.../T: ",.,1( 0.�/ \ f -y1 /0, (74.); 49 /. 4 'C9 6i . y 4 l 4bafp y�� f e „qu 447:t::: 4. 4o cr 8 fh / \ / \'Si, \ 4. / / \\ \\ ? / / / / / / ./ Jd \ \\ / \\ P4� G Toi� Z m 1im 10`2 i d° / Page 5 of 5 Zoning Case #0219-04 SCCBH, LLC. Rezoning for a Property at 213 Kleberg Place City Council Presentation March 26, 2019 Aerial Overview '4 4 • A 4 ", -: % o i tiy • Subject Property at 213 Kleberg Place N C,riD :c) Opel-IS-treat:Map and cent ibutor$, Creative Commons -Share Al ire 0!, 4.2P. License r,CC-2Y-SA) 3 Zoning Pattern Planning Commission and Staff Recommendation Approval of the "CR -1" Resort Commercial District Public Notification 9 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 CR-} CR -3 Afr N 1 CG -2 SUBJECT PROPERTY ft CR- SPIg2-} } CR-} SP/82-}0 LF 00 Lea GrEa 2,,91! P;. is BY: Cepa . ,. .•�aar yr 1)9 1Qp.n0pa:9111759.9,9. UDC Requirements Buffer Yards: N/A Setbacks: Street: 20 feet Side/Rear: 0 feet Parking: 1 per room Landscaping, Screening, and Lighting Standards Uses Allowed: Multifamily, Offices, Medical, Restaurants, Retail, Bars, and Hotels. Utilities Water: 6 -inch ACP r# Wastewater: 8 -inch VCP Gas: 2 -inch Service Line Storm Water: 24 -inch Line PLANNING COMMISSION FINAL REPORT Case No. 0219-04 INFOR No. 19ZN1002 Planning Commission Hearing Date: February 20, 2019 Applicant & Legal Description Owner: SCCBH, LLC. Applicant: Urban Engineering Location Address: 213 Kleberg Place Legal Description: Being 0.364 Acre Zoning Tract, being over and across a portion of Lot 88R, Block I, Corpus Beach Hotel Addition, located on the north side of Golf Place, east of Surfside Boulevard, and west of Corpus Christi Beach (Corpus Christi Bay). Zoning Request From: "RM -AT" Multifamily AT District To: "CR -1" Resort Commercial District Area: 0.364 acres Purpose of Request: To allow for the construction of a hotel. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RM -AT" Multifamily AT Vacant Mixed Use North "CR -1" Resort Commercial Vacant Mixed Use South "CR -1" Resort Commercial Commercial Mixed Use East "RM -AT" Multifamily AT Park (C.C. Beach) Permanent Open Space (C.C. Beach) West "CR -1" Resort Commercial Vacant and Commercial Mixed Use ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for mixed uses. The proposed rezoning to the "CR -1" Resort Commercial District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 044047 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 200 feet of street frontage along Golf Place which is designated as a "01" Minor Collector Street. According to the Urban Transportation Plan, "01" Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Staff Report Page 2 a § Lp tii Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Golf Place 01" Minor Collector40' 60' ROW paved 50' ROW 20' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District to allow for the construction of a hotel. Development Plan: The subject property is 0.364 acres in size. The owner is proposing the construction of a 52 room hotel. There will be 60 total parking spaces (2 accessible). Construction will begin in 2019. It will consist of a single building, approximately 60 feet height. The ground floor will be used as parking and the structure will be elevated to meet base flood elevation requirements. The development includes a pool in front of the building on the beach side. The hotel office will be open 24 hours a day and the hotel will employee approximately 20 employees (total) during the various shifts. Existing Land Uses & Zoning: The subject property is currently zoned "RM -AT" Multifamily AT District, consists of vacant land, and has remained relatively undeveloped since annexation in 1935. To the north is a vacant property zone "CR -1" Resort Commercial District. To the south is a hotel (Quality Inn and Suites) zoned "CR - 1" Resort Commercial District. To the east is Corpus Christi Beach zoned "RM -AT" Multifamily AT District. To the west are vacant properties and two small rental cottages zoned "CR -1" Resort Commercial 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: 6 -inch ACP line located along Golf Place. Wastewater: 8 -inch VCP line located along Golf Place. Gas: 2 -inch Service Line located along Golf Place. Storm Water: 24 -inch located along Golf Place. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for mixed uses. The proposed rezoning to the "CR -1" Resort Commercial District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: Staff Report Page 3 • 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). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC). • 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. • Key differences between the "RM -AT" and "CR -1" District are in regards to setbacks. While both districts require 20 -foot street yard setbacks, the "RM -AT" District requires a 10 -foot setback along the side and rear property lines. The "CR -1" District does not require side and rear setbacks. The granting of the change of zoning will allow a consistent setback to be applied across the entire project site. • While the "RM -AT" District allows overnight accommodation uses, a buffer yard would be required at the zoning district line effectively splitting the proposed hotel site. Allowing the change of zoning would eliminate the buffer yard requirement. Planning Commission and Staff Recommendation (February 20, 2019): Approval of the change of zoning from the "RM -AT" Multifamily AT District to the "CR -1" Resort Commercial District. Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Public Notification Number of Notices Mailed — 9 within 200 -foot notification area 5 outside notification area As of February 15, 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\0219-04 SCCBH LLC. (North Beach)\PC Documents\Staff Report_0219-04 SCCBH, LLC.docx Staff Report Page 4 CR -i lit* � 1 A 'yam #‘4*R 3 40 3. cei .i 74:P. cP 4 1 44 ti, RM C - 2 CR - i SP/02-i 0 SUBJECT PROPERTY Lee C.133 rred:242719 R.r3p311130 ey:11.11 Lepd'or9. or 1}91, 9,0.09'9 "i59R"_ CASE: 0219-04 ZONING & NOTICE AREA 111-1 MunnamlR 1 qn-1 MuNr.nIn P114 Mull.JIM ON Profs cclonr OM. Pr -AT Mullnam Ie AT 11-1 renhborpootl Conn. r[LI CU, IIelTLor !god Conn. rd.l CR -1 Re wM Camm.rolal CR -Y Re rl Comm.mLl aa -1 nem.rr Commercial CO -2 Deism Comma rn CI Inion Hy. Comma rt 1,01.1491.CBC c1,011,01.1491..loComm.roronl CR -3 11.1111 Cornerol.I FR Farr Rural R Nllorb Ov ary 841[111.[1.Paa[ IL ugetlntlu.illl a H...r ma41[mr Roo PlFnnetl191•IpxOv.il.T R1-1:. s 1l •..'-cPb 1• R6b - -!mPy• R645 'lrn%{.6 Ro--rF TWD•:: -1 r Rb -15 l:1: r• !,117 1.6 RE Rc[: r Erlele RE -TF1 TGA r":.re . _.... RV MCBEE (i2 •15r a 5 Pall FAIR uanuracluretl Name '✓Mail v2h ^.AP NOW h4rty 4 orersnl'M1,O0111laa, y ,M„l ^a^'e.1 �Meri'l fah'e ren-'a�s'!bn LOCATION MAP � rV Corpus Chrrsri Say SUBJECT PROPERTY RMV City of AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 26, 2019 Second Reading for the City Council Meeting of April 9, 2019 DATE: March 5, 2019 TO: Keith Selman, Interim City Manager FROM: Nina Nixon -Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Ordinance amending the Unified Development Code regarding specific standards relating to bars, taverns or pubs CAPTION: Ordinance amending the Unified Development Code regarding specific standards relating to bars, taverns or pubs. PURPOSE: The purpose of this item is to amend the requirements regarding the distance required between a bar, tavern or pub, and a place of worship or school as required per Section 5.2.7 "Bar, Tavern, or Pub" of the Unified Development Code (UDC). BACKGROUND AND FINDINGS: Section 3.23.3.B of the Unified Development Code (UDC) states that on an annual basis, written interpretations of the UDC shall be summarized in a report to the Planning Commission, Board of Adjustment and City Council. Based on the report, City Council shall authorize such UDC text amendments as it deems appropriate, to be processed in accordance with Section 3.2 of the UDC. At its July 25, 2018 meeting, Planning Commission recommended approval of said text amendments. At the September 11, 2018 City Council meeting, Council tabled the item regarding distances to bars, taverns, or pub to allow time for public outreach. • Distance from a Bar, Tavern, or Pub, to Churches, Schools, Daycare centers and Public Hospitals. To make the UDC consistent with the Municipal Code, this amendment reduces the distance required between a bar, tavern or pub, and a place of worship or school, from 1,000 feet, to 300 feet. It uses the more general term, "public or private school" as used in the Municipal Code. It also adds "public hospital" as a category of use that must also be buffered from a bar, tavern or pub, to make the UDC consistent with the Municipal Code. Staff also recommends, as an amendment from the floor, that the text be changed from "Day Care use" to "daycare center," again, so that the UDC is consistent with the Municipal Code. ALTERNATIVES: A recommendation of denial or alteration of proposed text amendments. OTHER CONSIDERATIONS: The draft ordinance is posted on Development Services website for comment. Notice of a public hearing was published in the Corpus Christi Caller Times on Monday, March 11, 2019. Additionally as part of the public outreach campaign, several hundred letters were sent to all churches and bars in the City of Corpus Christi notifying of the proposed text amendment. City staff received four phone calls inquiring further information concerning the text amendment. One formal letter of opposition was received from Lindale Baptist Church. CONFORMITY TO CITY POLICY: The proposed text amendment conforms to City policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 111p 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: A public hearing was held on Wednesday, July 25, 2018 and Planning Commission recommended approval. Staff recommends approval of the amendments. LIST OF SUPPORTING DOCUMENTS: Ordinance LINDALE BAPTIST CHURCH 610 Glazebrook Corpus Christi, Texas 78404 November 4, 2018 Nina Nixon -Mendez, FAICP Director, Development Services City of CorpusChristi, 2406 Leopard St. Corpus Christi, Texas 78403 Dear Ms. Nixon -Mendez: Thank you for your letter of October 24, 2018, concerning the change in Section 5.2 of Section 3. UDC Article 5 "Use Regulations" to allow a bar, tavern or pub to be located within 300 feet from a place of worship, or public or private school, daycare center, child- care facility or public hospital_ Corpus Christi is a unique city in that it is one of the few cities whose land mass wraps around the bay with the sante name, which as you know, means the Body of Christ. We are one of the very few cines which has preserved the scenic view of the bay to be enjoyed by the public. As your letter states, the reason for the change in the ordinance is for the purpose of bringing The City's Unified Development Code (UDC) requirements in line with the requirements m the City's Municipal Code. If we understand correctly, this is something the staff of the City of Corpus Christi is recommending to benefit the Marina Arts district to allow bars, taverns and pubs in that area which still could be covered in the variance process. Your letter states that a number of other Texas cities include the 300 feet variance in their ordinances This fact docs not concern our group. As previously stated, Corpus Christi is a unique city. We would like to sec the uniqueness continued as we value our churches, schools, private or public, daycare centers, child -cart facilities or public hospitals from being near a facility that could cause harm. It only takes a second for a child to dart from a mother's protection to be run over by a car driven by someone not fully alert. We, therefore, wish to state our strong opposition to the proposed change in the ordinance. Thank you for the opportunity to state our opinion_ Very truly yours, Andy Sprinkle, Deacon Lindalc Baptist Church .trre1 ,11 PleV l 3518 Ordinance amending the Unified Development Code regarding specific standards relating to bars, taverns or pubs. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City's Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday, July 25, 2018, during a meeting of the Planning Commission when the Planning Commission recommended approval of the proposed UDC amendments, and on Tuesday, March 26, 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 to the UDC would best serve the public's health, necessity, convenience, and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. UDC Article 5 "Use Regulations", Section 5.2 Specific Standards, Subsection 5.2.7 Bar, Tavern or Pub is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: 5.2.7 Bar, Tavern or Pub A bar, tavern or pub shall be permitted in accordance with the use tables in Article 4 provided that the bar, tavern or pub shall not be located any closer than X999 300 feet from a place of worship, or cicmcntary, middlc or high public or private school., and -390 fest from Day Care use child care facility, daycare center, or public hospital." [remainder of Section 5.2.7 to remain] SECTION 2. If for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 3. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 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 2 Distances to Bars City Council Presentation March 26, 2019 Distances to Bars Purpose: Adjusting the distance requirements for bars from schools and places of worship and aligning the UDC with the Municipal Code. • The UDC defines a bar as a business that 75% of their sales are from alcoholic beverages. Currently, the UDC requires 1,000 feet and the Municipal Code requires 300 feet. • The proposed text amendment is to change the 1,000 feet in the UDC to 300 feet to align with the Municipal Code. • The 1,000 feet distance requirement was implemented with the adoption of the Unified Development Code in 2011, however, it was not in the previous Corpus Christi zoning code. • Other cities in Texas including San Antonio, Fort Worth, Midland, Amarillo, Jefferson, and Garland have a 300 foot requirement. Only two cities have a 1,000 foot separation distance requirement. Proposed Text Amendment 5.2.7 Bar, Tavern, or Pub a. A bar, tavern or pub shall be permitted in accordance with the use tables in Article 4 provided that the bar, tavern or pub shall not be located any closer than 1,000 feet from a place of worship, or elementary, middle or high public or privaLc school, and 300 feet from Day Care use child care facility, daycare center, child-care facility or public hospital. 3 Houston Plano Fort Worth San Antonio Garland Laredo Arlington Amarillo El Paso Austin Other Cities City Distance Required Cedar Park Midland Brownsville 300 ft. for Churches, Hospitals, Schools, Day Care 300 ft. for Churches, Public Hospitals, and Public Schools 1,000 ft. for private schools 300 ft. for Churches, Public Schools, and Public Hospitals 300 ft. From Church, Public Hospital, and Public or Private School 300 ft. for Churches, Public Hospitals, and Public Schools 300 ft. from any Church, Public or Private Hospitals, and Public or Private Schools 300 ft. for Churches, Private Schools, and Public Schools Exemption for some Hotels and Restaurants in Central Business District 300 ft. for Churches, Public Hospitals, and Public and Private Schools 300 ft. for Churches, Public Hospitals, and Public Schools Exemption for Central Business District 500 ft. from residential Zoning Districts 300 ft. For Churches and Schools 300 ft. for Churches, Public Hospitals, and Public Schools 1,000 ft. for Church, School, and Dwellings 400 ft. from Public School Property, or Charity Property Public Notice Number of Mailed Notices: 531 Letters to Bars: 105 Letter to Places of Worship: 390 Letters to Schools and School Districts: 36 Letters Received: 1 Phone Calls: 3 Planning Commission and Staff Recommendation Approval of the proposed text amendment to the Unified Development Code (UDC). AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting 3/26/2019 Second Reading Ordinance for the City Council Meeting 4/9/2019 DATE: March 20, 2019 TO: Keith Selman, Interim City Manager FROM: Daniel McGinn, AICP, Director, Planning & Environmental DanielMc@cctexas.com (361) 826-7011 Urban Transportation Plan Amendment Deletion of Bronx Avenue between Lipes Boulevard and Master Drainage Channel 31 CAPTION: Ordinance amending Urban Transportation Plan map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by removing a segment of Bronx Avenue. PURPOSE: The purpose of this item is to remove a portion of a proposed street, Bronx Avenue, from the City's Urban Transportation Plan map. BACKGROUND AND FINDINGS: Al Development ("Developer") requests the deletion of Bronx Avenue between Lipes Boulevard and the Master Drainage Chanel 31 Ditch. The Developer is planning Unit 3, the final phase, of the Airline Crossing Subdivision (the "subject property"). Due to the existing alignment of Bronx Avenue north of the Lipes Boulevard, the proposed alignment of Bronx Avenue south of Lipes Boulevard is located fully within the boundaries of the subject property along its west edge. Without an amendment, the Urban Transportation Plan ("UTP") would require the Developer to construct the full section of Bronx Avenue as a C1 Collector with 60 feet of right-of-way (ROW) and 40 feet of paved width and one-way cycle tracks on both sides. Collector streets provide access to local, other collector, and arterial streets. The lowest order of collector streets is designed to collect local streets with the intent of connecting to an arterial grid system. In 2016, Del Mar College requested the removal of the proposed segment of Bronx Avenue from Master Drainage Channel 31 to Yorktown Boulevard, south of the subject property. The request was approved, leaving Bronx Avenue as a dead-end at the channel. As a dead-end, Bronx Avenue is no longer needed as a Collector -type street in this area. ALTERNATIVES: Denial or alteration of the proposed plan amendment. OTHER CONSIDERATIONS: The recently adopted Strategic Plan for Active Mobility (Phase 1: Bicycle Mobility) prescribes one-way cycle tracks on both sides of Bronx Avenue that would connect the area to Brockhampton Street going north and Yorktown Boulevard/Bill Witt Park going south. With the elimination of Bronx Avenue, an off-road multi -use trail will substitute for cycle tracks. The Developer and Del Mar College will both be required to dedicate and construct their portion of this bike infrastructure, which will enable residents to directly access Bill Witt Park, Del Mar College's future southside campus, Veterans Memorial High School, and the existing bike trail along Master Drainage Channel 31. This segment of the bike plan is also a key portion of the trail system leading to Oso Parkway. CONFORMITY TO CITY POLICY: The proposed amendments conform to City policy and master plans. Plan CC Comprehensive Plan, Transportation and Mobility Goal 1: "Corpus Christi has an efficient and safe transportation network, including bicycles, pedestrians..., and automobiles, that is integrated with land uses and promotes transportation choice, healthy lifestyles, and sustainable development patterns and economic development." Goal 1, Policy 1: "Support a multi -modal transportation network that is integrated with land uses, where destinations are easily connect by accessible paths." EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Street Operations (Traffic Engineering), Planning, and Development Services FINANCIAL IMPACT: ❑ Operatin ❑ Revenue ❑ Capital ® Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Not applicable Comments: RECOMMENDATION: Staff, Transportation Advisory Commission, and Planning Commission recommend approval of the proposed amendment for the following reasons: • The amendment maintains an adequate transportation network for the area. • Bronx Avenue is not needed as a Collector because of the 2016 amendment to eliminate its connection to Yorktown Boulevard. • The request does not eliminate the planned bicycle/ pedestrian infrastructure. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance amending Urban Transportation Plan map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by removing a segment of Bronx Avenue. WHEREAS, the Transportation Advisory Commission and Planning Commission have forwarded to the City Council its recommendation concerning the amendments to the Corpus Christi Urban Transportation Plan, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, Planning Commission held a public hearing on Wednesday, February 6, 2019, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to appear and be heard; WHEREAS, City Council held a public hearing on Tuesday, March 26, 2019, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the 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. The Corpus Christi Urban Transportation Plan map of Mobility CC, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by eliminating Bronx Avenue, a proposed 01 Minor Residential Collector, in the area between Lipes Boulevard and Master Drainage Channel 31, as shown in Exhibit "A". Exhibit A, which is an illustration of the proposed amendment, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendments made by this ordinance. SECTION 3. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. 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 3 EXHIBIT A Veterans H.S. ♦ ♦ • f •♦ ♦, f•4 c<` • rTO�� cNn • 4 ♦ ♦ . •. O� • CZ-: ,V4 • ' o CF: ♦ `G ♦ • : .g - cy •: v.. �� Del Mar College r f, s Page 3 of 3 Urban Transportation Plan (UTP) Amendment To Remove Bronx Avenue Between Lipes Boulevard and Master Drainage Channel 31 City Council Presentation March 26, 2019 Subject Area Proposed Amendment , v 44. / o 4. 0: NI4 X ii \ p 0: • * • 4 • s • <t- o • e Crossing x 0 4711/,6,‘ "v-qo ‹<- 04 , 44 Del Mar College • • . • • • • • • • • • • ••• • • • • 4 2016 Transportation Plan W J a a N A3 Cl CI s 1111111+111 cilIIIiIIIr+..s111ib■ . . a - J -W . ■ LL a a - LIPES BLVD cc 111111111■ ■1•11111111•I �' Airline Crossing z Unit 3 o: CI a CIMARRON BLVD Del Mar College YORKTOWN BLVD :c, 7 411 • . i • . • • ■1111111II1111la • 44 • • • NM . 4 Bicycle Mobility p ?he hlaR, Charter Hospital +Z AFse� Cycle Track • _ • yry ..: •1'QR�10�'L Ne Bill Witt Park F.o .1 is Ruad ,. "Strategic Plan for Active Mobility (Phase 1: Bicycle Mobility)" Texas Par & Wildlife, Es HERE, Garrnin, INCR 5 13,346 SF OF 12' SIDEWALKI Airline Crossing Unit 3 1 LIPES STREET DEDICATION PARK LAND DEDICATION 114,099 SF OF 4' SIDEWALKI x936 SF OF 0 SIDEWALKI 112,165 SF OF 10' SIDEWA J REMOVE BRONX DRIVE ROADWAY FROM URBAN TRANSPORTATION PLAN UP TO LIPES EXISTING BRONX DRIVE PROPOSED 10' SIDEWALK CONNECTION TO LIPES PROPOSED 5 SIDEWALK ALONG LIPE 100 200 GRAPHIC SCALE IN FEET SCALE 1"=200' Rece for apart PROPOSED 10SIDEWALK PROPOSED SIDEWALK, TVP. PROPOSED LOT LAYOUT FOR AIRLINE CROSSING UNIT 3 PROPOSED GOOSANDER COUR I CROSS NEC I IUN. PROPOSED 10' SIDEVVALK CONNECTION TO HIKE & BIKE TRAIL I.. At,/ /7:7I +.. y � 1_ .'ii S1 1 PROPOSED 12 SIDEVVALK AT / HIKE & BIKE TRAIL f' T /J 1. sf f •• .0i f� Ai _SV 6 Airline Crossing Unit 3 PROPOSED GOOSANDER COURT CROSS SECTION B 10' SIDEWALK 56' ROW - 6' 28' BB ROADWAY 4' SIDEWALK PROPOSED 10' SIDEWALK CONNECTION TO HIKE BIKE TFI L Recommendation Staff, Transportation Advisory Commission, and Planning Commission recommend approval of the proposed amendment. • The amendment maintains an adequate transportation network for the area. • Bronx Avenue is not needed as a Collector as a result of the 2016 amendment to eliminate its connection to Yorktown Boulevard. • The request does not eliminate the planned bicycle/ pedestrian infrastructure. AGENDA MEMORANDUM Action Item for the City Council Meeting of March 26, 2019 DATE: March 26, 2019 TO: Keith Selman, Interim City Manager FROM: Annette Rodriguez, Director of Public Health AnnetteR@cctexas.com (361) 826-7205 Kim Baker, Assistant Director of Financial Services Kimb2@cctexas.com (361) 826-3169 Water Lab Clinical Supplies for Health CAPTION: Resolution authorizing a three-year supply agreement for the purchase of water lab clinical supplies with IDEXX Distribution, Inc., of Westbrook, Maine for an amount not to exceed $105,000. PURPOSE: This item is to approve the supply agreement for water lab clinical supplies used by the Health District to test water for bacteria. BACKGROUND AND FINDINGS: IDEXX Distribution, Inc., is the sole manufacturer and supplier in the US water testing market. This testing is required by the Environmental Protection Agency (EPA) and administered by the Texas Commission on Environmental Quality (TCEQ). The Health District is a regional testing lab and test the water for various cities in the surrounding area. The Health District charges for the service and the fees are reimbursed to the City. This is sole source purchase. IDEXX Distribution, Inc. is the only provider of these clinical supplies. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Not applicable. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Health FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $165,000.00 $93,333.00 $258,333.00 Encumbered/Expended Amount $59,403.52 $0.00 $59,403.52 This item $11,667.00 $93,333.00 $105,000.00 BALANCE $93,929.48 $0.00 $93,929.48 Fund(s): Health Grants Comments: The initial contract term total is $105,000 of which $11,667 will be funded in FY 2018- 2019 grant year which ends August 31, 2019. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing a three-year supply agreement for the purchase of water lab clinical supplies with IDEXX Distribution, Inc., of Westbrook, Maine for an amount not to exceed $105,000. WHEREAS, IDEXX Distribution, Inc. will provide clinical supplies for the Corpus Christi Nueces County Health District; 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) (2), as this purchase is necessary to preserve or protect the public health or safety of the City's residents. WHEREAS, there is also 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 supply agreement for the purchase of clinical supplies from IDEXX Distribution, Inc. of Westbrook, Maine, for an amount not to exceed $105,000. A copy of the agreement will be on file in the Office of the City Secretary. 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 SUPPLY AGREEMENT NO. 2119 Water Lab Clinical Supplies for Health THIS Water Lab Clinical Supplies Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and IDEXX Laboratories ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Water Lab clinical supplies in response to Request for Bid No. SS 2119 ("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 Water Lab clinical supplies 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 $105,000, 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: Angela Flores Corpus Christi Nueces County Health District Phone: 361-826-7218 AngelaF©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 001 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: Angela Flores Laboratory Manager 1702 Horne Road, Corpus Christi, Texas 78416 Phone: 361-826-7218 Fax: 361-826-7217 IF TO SUPPLIER: IDEXX Distribution, Inc. Attn: Miquele Lewis Inside Sales Account Manager II One IDEXX Drive, Westbrook, Maine 04092 Phone: 207-556-6179 Fax: 207-556-4630 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: TI0/1- MI f1q Gh Title: CAM T -VF Date: 74Ze. 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. SS 2119 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. Supplier shall be supply laboratory with needed scientific water lab testing supplies as needed. Supplies to include: a. Collier -18 200 packs b. Water sampling vessels that include sodium thiosulfate c. Enterolert 100m1 packs d. Quanti-Trays e. Quanti-Tray 2000 f . Presence Absence comparator g. HPC SimPlate multi dose h. 51 well Quant comparator i . 2000 comparator 2. Shipments will be delivered during normal business hours which include Monday -Friday 8:OOam - 5:OOpm. 3. Shipment will be delivered to 1702 Horne Road, Corpus Christi, TX 78416 4. Pricing for the supplies include an option to extend for up to two additional one year options. Page 1 of 1 Attachment B: Bid/Pricing Schedule ' - rmirliamor LABORATOFIIES Ship to Address CORPUS -CHRISTI HEALTH DEPT LAB ATTN ANGELA FLORES 1702 HORNE RD CORPUS CHRISTI TX 78416-1902 UNITED STATES UNITED STATES Net weight : 16.533 CONTRACT QUOTE Number / Date 20199029 / 02/04/2019 Sold to Address CORPUS -CHRISTI HEALTH DEPT LAB ATTN ANGELA FLORES PO Box 9277 CORPUS CHRISTI TX 78469 UNITED STATES UNITED STATES Bill -to Customer 3385 Material ID Description Commodity/COO Batch Quantity UnitPrice Total Value Exp.Date Backorder item 98-08877-00 3822005090/US 98-09221-00 3926909910/C N 98-21375-00 3822005090/US 98-21378-00 3926909910/US 98-21675-00 3926909910/US 98-11682-00 3822005090/US 98-05761-01 3822001090/US 98-09226-00 3822005090/US 98-09227-00 3822005090/US WP200I-18 GAMMA !RAD COLILERT-18 200PACK 1 554.00 WV120SBST-200,VESSELS W/STAND SB, 200PK 1 76.00 WENT200 ENTEROLERT 100ML 200 -PACK 1 775.00 WQT100 QUANTI-TRAY DISPOSABLE 100/BX 1 114.00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX 1 172.00 WP104 COLI P/A COMPARATOR 1 12.00 WHPC-100 HPC,SIMPLATE MULTI DOSE 1.5 1 293.50 WQTC, PRE-DISP.QT COMPARATOR 1 27.34 WQT2KC, PRE-DISP.QT 2000 COMPARATOR 1 27.34 All local taxes at customer charge 554.00 76.00 775.00 114.00 172.00 12.00 293.50 27.34 27.34 Page 1 of 2 lima im11l1. LABORATORIES All local taxes at customer charge Date 02/04/2019 Number 20199029 Items Total 2,051.18 Total Amount USD 2,051.18 Page 2 of 2 Attachment C: Insurance and Bond Requirements No insurance or bonds are required for this supply agreement. Page 1 of 1 Attachment D: Warranty Requirements Section 8 (B) is null to this service agreement. Page 1 of 1 AGENDA MEMORANDUM Action Item for the City Council Meeting of March 26, 2019 DATE: March 26, 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 Kimb2@cctexas.com (361) 826-3169 Grounds Maintenance Services for Parks Groups 11 - 14 CAPTION: Resolution authorizing four 42 -month service agreements for grounds maintenance services for Parks Groups 11 - 14 with MLC Landscaping, LLC of Corpus Christi, Texas for a total amount not to exceed $235,193.20. PURPOSE: The purpose of this resolution is to approve four 42 -month service agreements for grounds maintenance services for Groups 11 — 14 for the Parks and Recreation Department. BACKGROUND AND FINDINGS: The grounds maintenance services of Parks Groups 11 - 14, assist in ensuring that the grounds at each site are safe, secure, and presentable at all times. The estimated cost for the Parks & Recreation Department to execute the same or similar work with in-house crews would be $183,562 for the 18 months of the contract term and $114,754 for each of the remaining two years for an estimated total cost of $412,855. In this case, it is beneficial for the City to contract out these mowing parcels. The department currently does not have the appropriate staffing level or equipment to maintain the additional acreage. The Purchasing Division conducted a competitive Request for Bid process to obtain bids from qualified firms to provide grounds maintenance services for Parks Groups 11 - 14. The City received 9 bids in total for these services; staff concluded the lowest responsive, responsible bidder for each of the four groups (11 — 14) is MLC Landscaping, LLC. Staff recommends award to MLC Landscaping, LLC. 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: Parks and Recreation FINANCIAL IMPACT: X Operating Revenue Capital Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $635,964.95 $196,639.60 $832,604.55 Encumbered/Expended Amount $258,328.29 $0.00 $258,328.29 This item $38,553.60 $196,639.60 $235,193.20 BALANCE $339,083.06 $0.00 $339,083.06 Fund(s): General Fd 1020-12910-141-530225 Comments: The total contracts are valued at an amount not to exceed $235,193.20, of which $38,553.60 are funded FY2018-19. The remaining $196,639.60 will be funded in future fiscal years budgets. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Bid Tabulations Service Agreements 2071, 2149, 2150 and 2151 Resolution authorizing four 42 -month service agreements for grounds maintenance services for Parks Groups 11 -14 with MLC Landscaping, LLC of Corpus Christi, Texas for a total amount not to exceed $235,193.20. WHEREAS, the services to be provided by the selected contractor has been competitively bid based upon and in accordance with a procurement method authorized by State law and the Charter of the City of Corpus Christi ("City"); WHEREAS, the City received 9 bids for grounds maintenance services for Parks Groups 11 — 14, in response to Bid No. 2071, of which only the lowest responsive, responsible bidder(s) may be awarded mowing and grounds maintenance services contract(s) ("contract"); WHEREAS, state law provides that, if the competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded to the lowest responsive, responsible bidder or to the bidder that provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, the City notified all bidders in its bid documents for Bid No. 2071 that contracts would be awarded to the lowest responsive, responsible bidders; WHEREAS, the City Council finds that the lowest responsive, responsible bidder awarded contracts for Parks Groups 11 — 14 is MLC Landscaping, LLC of Corpus Christi, Texas, for a combined total amount not to exceed $235,193.20; and WHEREAS in the event the lowest responsive, responsible bidder fails to execute the awarded contracts or fails to perform under a contract for any awarded item, the City Manager, or designee, is authorized to execute a contract for the remainder of the contract term with the next lowest bidder, in succession, in order to secure replacement for mowing and grounds maintenance services for the City. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council finds that the foregoing preamble language stated in this resolution to be true and correct and adopts such findings for all intents and purposes related to the authorizations of each of the procurements that are the subject of this resolution. Section 2. The City Council finds that MLC Landscaping, LLC is the lowest responsive, responsible bidder for Parks Group 11 and is awarded a contract for an amount not to exceed $48,396.40, as shown in the bid tabulation sheet, the content of which is incorporated into this resolution by reference as if fully set out here in its entirety. Section 3. The City Council finds that MLC Landscaping, LLC is the lowest responsive, responsible bidder for Parks Group 12 and is awarded a contract for an amount not to exceed $36,106.00, as shown in the bid tabulation sheet, the content of which is incorporated into this resolution by reference as if fully set out here in its entirety. Page 1 of 3 Section 4. The City Council finds that MLC Landscaping, LLC is the lowest responsive, responsible bidder for Parks Group 13 and is awarded a contract for an amount not to exceed $72,446.40, as shown in the bid tabulation sheet, the content of which is incorporated into this resolution by reference as if fully set out here in its entirety. Section 5. The City Council finds that MLC Landscaping, LLC is the lowest responsive, responsible bidder for Parks Group 14 and is awarded a contract for an amount not to exceed $78,244.40, as shown in the bid tabulation sheet, the content of which is incorporated into this resolution by reference as if fully set out here in its entirety. Section 6. The City Manager, or designee, is authorized to execute service agreements with the lowest responsive, responsible bidder in accordance with the terms and conditions stated in Bid No. 2071. Furthermore, in the event the lowest responsive, responsible bidder fails to execute the contract for the respective awarded group(s) or fails to perform under an executed contract for the awarded group(s), the City Manager, or designee, is authorized to execute a contract for the remainder of the contract term for any group number with the next lowest responsive, responsible bidder per respective bid group, in succession, in order to secure replacement mowing and grounds maintenance services for the City. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas Page 2 of 3 day of , 2019 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith Page 3 of 3 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JOHN ELIZONDO BID TABULATION RFB NO. 2071 GROUNDS MAINTENANCE SERVICES FOR PARKS GROUPS 11-14 ITEM DESCRIPTION CYCLES MLC Landscaping, LLC Corpus Christi, TX Dorame General Repair & Corpus Christi, TX Aspen Lawn Care Corpus Christi, TX WLE, LLC Austin, TX CML Services, LLC Corpus Christi, TX UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 Grp 11 property grounds maintenance services (18 months) 32 $ 661.20 $ 21,158.40 $ 825.00 $ 26,400.00 $ 1,405.05 $ 44,961.60 $ 1,300.32 $ 41,610.24 $ 808.97 $ 25,887.04 2 Grp 11 property grounds maintenance services (Yr. 2-12 months) 20 $ 674.42 $ 13,488.40 $ 850.00 $ 17,000.00 $ 1,405.05 $ 28,101.00 $ 1,506.68 $ 30,133.60 $ 808.97 $ 16,179.40 3 Grp 11 property grounds maintenance services (Yr. 3-12 months) 20 $ 687.48 $ 13,749.60 $ 900.00 $ 18,000.00 $ 1,405.05 $ 28,101.00 $ 1,643.65 $ 32,873.00 $ 808.97 $ 16,179.40 Group 11 Total $ 48,396.40 Group 11 Total $ 61,400.00 Group 11 Total $ 101,163.60 Group 11 Total $ 104,616.84 Group 11 Total $ 58,245.84 4 Grp 12 property grounds maintenance services (18 months) 32 $ 493.20 $ 15,782.40 $ 1,210.00 $ 38,720.00 $ 986.40 $ 31,564.80 $ 1,680.75 $ 53,784.00 $ 3,082.50 $ 98,640.00 5 Grp 12 property grounds maintenance services (Yr. 2-12 months) 20 $ 503.06 $ 10,061.20 $ 1,310.00 $ 26,200.00 $ 986.40 $ 19,728.00 $ 1,877.48 $ 37,549.60 $ 17,774.25 $ 355,485.00 6 Grp 12 property grounds maintenance services (Yr. 3-12 months) 20 $ 513.12 $ 10,262.40 $ 1,410.00 $ 28,200.00 $ 986.40 $ 19,728.00 $ 2,048.15 $ 40,963.00 $ 3,082.50 $ 61,650.00 Group 12 Total $ 36,106.00 Group 12 Total $ 93,120.00 Group 12 Total $ 71,020.80 Group 12 Total $ 132,296.60 Group 12 Total $ 515,775.00 7 Grp 13 property grounds maintenance services (18 months) 32 $ 989.60 $ 31,667.20 $ 1,100.00 $ 35,200.00 $ 1,855.50 $ 59,376.00 $ 2,349.70 $ 75,190.40 $ 1,433.43 $ 45,869.76 8 Grp 13 property grounds maintenance services (Yr. 2-12 months) 20 $ 1,009.39 $ 20,187.80 $ 1,100.00 $ 22,000.00 $ 1,855.50 $ 37,110.00 $ 2,594.10 $ 51,882.00 $ 1,186.03 $ 23,720.60 9 Grp 13 property grounds maintenance services (Yr. 3-12 months) 20 $ 1,029.57 $ 20,591.40 $ 1,200.00 $ 24,000.00 $ 1,855.50 $ 37,110.00 $ 2,829.95 $ 56,599.00 $ 1,014.34 $ 20,286.80 Group 13 Total $ 72,446.40 Group 13 Total $ 81,200.00 Group 13 Total $ 133,596.00 Group 13 Total $ 183,671.40 Group 13 Total $ 89,877.16 10 Grp 14 property grounds maintenance services (18 months) 32 $ 1,068.80 $ 34,201.60 $ 1,350.00 $ 43,200.00 $ 2,404.80 $ 76,953.60 $ 2,439.72 $ 78,071.04 $ 1,548.15 $ 49,540.80 11 Grp 14 property grounds maintenance services (Yr. 2-12 months) 20 $ 1,090.17 $ 21,803.40 $ 1,350.00 $ 27,000.00 $ 2,404.80 $ 48,096.00 $ 2,805.35 $ 56,107.00 $ 1,280.95 $ 25,619.00 12 Grp 14 property grounds maintenance services (Yr. 3-12 months) 20 $ 1,111.97 $ 22,239.40 $ 1,400.00 $ 28,000.00 $ 2,404.80 $ 48,096.00 $ 3,060.38 $ 61,207.60 $ 1,015.36 $ 20,307.20 1 Group 14 Total $ 78,244.40 Group 14 Total $ 98,200.00 Group 14 Total $ 173,145.60 1 Group 14 Total $ 195,385.64 Group 14 Total $ 95,467.00 Page 1 of 2 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JOHN ELIZONDO BID TABULATION RFB NO. 2071 GROUNDS MAINTENANCE SERVICES FOR PARKS GROUPS 11-14 ITEM DESCRIPTION CYCLES KMN Senders, LLC Corpus Christi, TX Prime M&C, Inc. Alice, TX ABBA Construction, LLC Laredo, TX Tuff Cut Lawn Corpus Christi, TX UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 Grp 11 property grounds maintenance services (18 months) 32 $ 2,403.06 $ 76,897.92 $ 2,610.84 $ 83,546.88 $ 8,900.00 $ 284,800.00 $ 9,918.00 $ 317,376.00 2 Grp 11 property grounds maintenance services (Yr. 2-12 months) 20 $ 2,523.20 $ 50,464.00 $ 2,619.59 $ 52,391.80 $ 899.00 $ 17,980.00 $ 9,918.00 $ 198,360.00 3 Grp 11 property grounds maintenance services (Yr. 3-12 months) 20 $ 2,643.35 $ 52,867.00 $ 2,619.59 $ 52,391.80 $ 8,900.00 $ 178,000.00 $ 9,918.00 $ 198,360.00 Group 11 Total $ 180,228.92 Group 11 Total $ 188,330.48 Group 11 Total $ 480,780.00 Group 11 Total $ 714,096.00 4 Grp 12 property grounds maintenance services (18 months) 32 $ 1,792.47 $ 57,359.04 $ 1,945.88 $ 62,268.16 $ 12,000.00 $ 384,000.00 $ 14,796.00 $ 473,472.00 5 Grp 12 property grounds maintenance services (Yr. 2-12 months) 20 $ 1,882.10 $ 37,642.00 $ 1,952.41 $ 39,048.20 $ 12,000.00 $ 240,000.00 $ 14,796.00 $ 295,920.00 6 Grp 12 property grounds maintenance services (Yr. 3-12 months) 20 $ 1,971.72 $ 39,434.40 $ 1,952.41 $ 39,048.20 $ 12,000.00 $ 240,000.00 $ 14,796.00 $ 295,920.00 Group 12 Total $ 134,435.44 Group 12 Total $ 140,364.56 Group 12 Total $ 864,000.00 Group 12 Total $ 1,065,312.00 7 Grp 13 property grounds maintenance services (18 months) 32 $ 3,596.58 $ 115,090.56 $ 3,907.57 $ 125,042.24 $ 12,000.00 $ 384,000.00 $ 14,844.00 $ 475,008.00 8 Grp 13 property grounds maintenance services (Yr. 2-12 months) 20 $ 3,776.41 $ 75,528.20 $ 3,920.68 $ 78,413.60 $ 12,000.00 $ 240,000.00 $ 14,844.00 $ 296,880.00 9 Grp 13 property grounds maintenance services (Yr. 3-12 months) 20 $ 3,956.24 $ 79,124.80 $ 3,920.68 $ 78,413.60 $ 12,000.00 $ 240,000.00 $ 14,844.00 $ 296,880.00 Group 13 Total $ 269,743.56 Group 13 Total $ 281,869.44 Group 13 Total $ 864,000.00 Group 13 Total $ 1,068,768.00 10 Grp 14 property grounds maintenance services (18 months) 32 $ 3,935.30 $ 125,929.60 $ 4,220.30 $ 135,049.60 $ 12,000.00 $ 384,000.00 $ 16,032.00 $ 513,024.00 11 Grp 14 property grounds maintenance services (Yr. 2-12 months) 20 $ 4,132.07 $ 82,641.40 $ 4,234.45 $ 84,689.00 $ 12,000.00 $ 240,000.00 $ 16,032.00 $ 320,640.00 12 Grp 14 property grounds maintenance services (Yr. 3-12 months) 20 $ 4,328.83 $ 86,576.60 $ 4,234.45 $ 84,689.00 $ 12,000.00 $ 240,000.00 $ 16,032.00 $ 320,640.00 1 Group 14 Total $ 295,147.60 Group 14 Total $ 304,427.60 Group 14 Total $ * Maldonado Nursery & Landscape submitted a No Bid through the City's Supplier Portal. * Triple G Lawn Service's bid submitted through the City's Supplier Portal was incomplete and therefore considered non-resonsive. * Jerry Vega's bid submitted through the City's Supplier Portal was incomplete and therefore considered non-resonsive. Page 2 of 2 864,000.00 1 Group 14 Total $ 1,154,304.00 SERVICE AGREEMENT NO. 2071 Grounds Maintenance Services for Parks Group 11 THIS Grounds Maintenance Services for Parks Group 11 Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and MLC Landscaping, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Grounds Maintenance Services for Parks Group 11 in response to Request for Bid/Proposal No. 2071 ("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 Grounds Maintenance Services for Parks Group 11 ("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 42 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 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 $48,396.40, 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: Joshua Wentworth Department: Parks and Recreation Phone: 361-826-3483 emai: JoshuaW©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 001 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 001 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: Roberta Ortiz Title: Contract Administrator/Funds Administrator Address: 1601 N. Chaparral St. Gugenheim House Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3174 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: MLC Landscaping, LLC Attn: Troy Manning Title: Co -Owner Address: 7002 Saluki St. Bldg 4 Unit 101, Corpus Christi, TX 78414 Phone: 361-947-3036 Fax: N/A 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 Name: Troy D. Manning Title: Co -Owner Date: 03/06/2019 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. 2071 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 The Contractor must provide complete grounds maintenance services including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained as outlined in this Scope of Work. 1.2 Scope of Work Provide complete grounds maintenance services including litter and debris removal, mowing, trimming, applying fertilizer and landscaping maintenance of City owned property as shown on Exhibit 1. A. Prep Work 1. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Parks and Recreation Maintenance 5352 Ayers St. Bldg. 4 Corpus Christi, Texas 78415 2. Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Pick-up shall consist of removal of visible litter larger than three inches square. Special attention shall be given to insure the removal of objects, which may cause injury, if thrown from equipment. 3. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense and proof of such proper disposal through third party invoices or landfill receipts shall be turned in to the Contract Administrator on a monthly basis. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture and email the picture and location to the Contract Administrator prior to leaving the location. 4. Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. B. Mowing and Trimming 1. Turf shall be mowed to a height of three inches using reel or rotary type mowers. Rough cutting, scraping and bush hogging will not be permitted. Turf Revised 6.20.18 Page 17 of 41 shall be mowed to maintain a neat appearance. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Contract Administrator or authorized designee. Mowing cycles must be completed according to the cycle description indicated below. 2. Cycles Description -Group 11 • Growing Season (March - October) *Bi -weekly - 16 cycles *The Contractor shall schedule mowing cycles 12 to 15 days apart not mowing less than two cycles per month. City Cycle 1: 1St -15th / City Cycle 2: 16th -End of Month. • Non -growing Season (November - February) **Monthly - 4 cycles **The Contractor shall schedule mowing cycles 25 to 35 days apart mowing not more than one cycle per month. 3. Mower height to be measured with mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so as not to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 4. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches, except in areas approved by the Contract Administrator. 5. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clippings and leaves on streets, gutters, storm drains or lawns. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. 6. All resulting clippings and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. Contractor MUST NOT sweep or blow any grass clippings or leaves into the streets, gutters or other portions of the storm water system including ditches and storm drains. 7. Contractor shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbing, sidewalks, parking lot, concrete pads, including cracks and expansion joints, edges of all exterior hard surfaces. Any vegetation not cut by the mowing operation located adjacent to, above, or hanging over the curb must be trimmed each mowing cycle. At time of each mowing, trimming shall be done in a manner as not to damage trees, shrubs, fences, etc. At no time shall wild vegetation be allowed to grow out of these areas. 8. At the time of each mowing, the Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height and all materials and debris shall be removed from site after each such pruning. Revised 6.20.18 Page 18 of 41 C. Edging 1. A steel disk or steel blade edger shall be used for all required edging for one cycle during March, June, and October. This includes edging of all curbs and sidewalks. String line trimming is acceptable for general monthly maintenance. 2. The Contractor shall promptly remove all debris, including soil and trimmings from the areas, sidewalks, and roadways after each edging operation prior to the work crew leaving the work site. D. Fertilizing The Contractor shall provide an application of a 3-1-2 ratio of slow release fertilizer during the growing season. Apply fertilizer that has been formulated for this area, is appropriate for the type of turf grass being fertilized and use manufacturer's recommendation for rate of application. E. Landscaping Maintenance Contractor shall provide complete landscaping maintenance including herbicide applications to control weeds in perennial beds, and around mulched areas of trees and shrubs; mulch designated areas; prune existing shrubs, groundcovers, and hedges; application of pesticide. F. Weed Control 1. Hard Surfaces: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) from expansion joints, cracks of sidewalks, parking lots, curbing and concrete medians, including road pavement that is within two feet of said areas. 2. Beds and Groundcovers - Weed -Free Maintenance: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) in landscaped areas (designated beds, tree collars, and groundcover to include mulch, decomposed granite, decorative rock and plant cover) shall be provided at a minimum of once per month throughout the year. 3. Contractor shall mix herbicide and apply according to the manufacturer recommendation and current State licensing requirements. Recommended herbicide is Roundup, AquaNeat, or other products safe for waterways. The Contractor will be required to possess a current commercial applicator license for applying herbicide at all designated locations. 4. Contractor shall apply herbicide at a distance of 12 inches along both sides of designated fence lines except fences bordering adjacent private property. In such cases, herbicides shall be applied only to the City side of the fence. Herbicide shall not be applied around any trees and shrubs. The spraying shall be parallel to the fence lines and structures and shall be straight, not irregular; spray pattern must conform to the size and shape of all other obstacles. The Contractor shall be responsible for performing touch-up spraying for any areas missed or any areas where rain has washed off the herbicide before it has Revised 6.20.18 Page 19 of 41 taken effect. The Contractor shall be responsible for any damage done to private property caused by over spray. 5. The Contractor shall not use any water connection, hose, or faucet at any location for solution water for herbicide or pesticide. Use of any water connection is a violation of the Texas Natural Resources Conservation Commission rules and regulations, City of Corpus Christi Water Division rules and regulations, and the terms and conditions of this contract. G. Mulch 1. The Contractor shall treat all areas to be mulched with a pre -emergent herbicide application of either Barricade (manufactured by Sandoz Corp.) or Snapshot (manufactured by Dow Chemical), according to the Manufacturer's specifications, prior to applying the mulch. 2. The Contractor shall mulch at a depth of four inches. 3. Mulch material shall be "Aged Pine Bark" mulch -color black. Mulch used must be previously approved by the Contract Administrator prior to applying. 4. The Contractor shall turn, fluff and rake all existing shrub beds, tree collars, flowerbeds, and groundcover beds each spring in March. 5. Mulch requirements do not include playground areas. H. Pruning existing shrubs, groundcovers, and hedges The Contractor shall maintain plant materials in an attractive and healthy growing condition by performing the following operations and other incidental work thereto: 1. Prune shrubs, groundcovers, and hedges by shaping back to the size that existed at the beginning of the current season. Prune in appropriate season so as not to remove ornamental fruit or blooms. Pruning shall occur before growth exceeds six inches. Care shall be taken to ensure natural form and shape of plants is maintained. 2. Remove all dead and damaged branches of shrubs and groundcovers and hedges. Remove all Johnson grass or other weeds growing in and out of the bushes. 3. Remove all materials and debris from trimming operations daily after each pruning prior to leaving the work site. I. Application of Pesticides 1. The Contractor shall apply all pesticides in accordance with manufacturer's labeling and all applicable federal, state, and local regulations. The City does not require a specific brand of pesticide to be used as long as applications are used for their intended purposes only. 2. All pesticides used for control purposes, shall be applied by a Licensed Commercial Pesticide Applicator for: a. Ornamental Plant and Shrub Control Revised 6.20.18 Page 20 of 41 b. Pest Control 3. No uncertified persons shall apply or otherwise handle any pesticide. The above certifications, registrations, licenses, and permits must be issued by the Texas Department of Agriculture and shall be kept valid throughout the term of this contract. 4. Pesticide applications under this contract will require spot treatment for ants, plant and shrub related insects or parasites 5. No "Restricted Use Pesticides" as classified by the administrator of the Environmental Protection Agency shall be used in performance of this contract 6. Pesticide treatment of trees is not required under this contract. 7. The Contractor accepts total responsibility for replacement of ornamental plants, grasses, or trees whether owned by the City or others, which the City judges to have been damaged or killed as a result of pesticide application under this contract. 1.3 Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 for locations. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes in such work schedules must be approved by the City. C. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday work will require approval from the Contract Administrator or Superintendent to ensure there is no interference with activities, rentals or special events. D. Non -Work Hours: The Contractor may not store any equipment or tools on any site. After completion of work at any site, the Contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1. No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing will be kept to a minimum. However, the Contract Administrator or designee will retain the right to determine and notify the contractor of any such special event, emergency or liability 2. All push mowers, string line trimmers, riding mowers and other small engines will not be used at all. Revised 6.20.18 Page 21 of 41 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee, and received permission to proceed with work order. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. 1.4 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. 1.5 Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. The Contractor shall provide all signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests to protect the mowers and the traveling public. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various payment items of this contract. B. Chemicals: All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SDS notebook by the contractor. The Contractor shall also supply a copy of all SDS sheets to the Contract Administrator. 1.6 Equipment A. All Contractors grounds and turf maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. All equipment shall be approved by the Contract Administrator. The typical type of equipment required for the ground maintenance operations are commercial riding lawn mowers 60" or larger, blade edger, string line trimmers and blowers. Revised 6.20.18 Page 22 of 41 B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 1.7 Security and Protection of Property A. Security Requirements: 1. The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Contract Administrator B. Protection of Property: 1. The Contractor shall take proper measures to protect all property which might be damaged by Contractor's Work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor, the Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equal to that existing before such damage was done, or he shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by City forces at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.8 Notifications and Inspections A. Each Monday morning prior to 7:00 a.m., the Contractor shall email the Contract Administrator indicating the locations and work being performed that week for approval. If locations listed on the approved schedule were not mowed and the scheduled requires modifications the revised schedule shall be submitted to the Contract Administrator by 5:00 p.m. the day the location was missed. No work shall be done without proper, prior notification. B. A list of completed locations ready for inspection shall be emailed to the Contract Administrator no later than 7:00 a.m. on the day to be inspected. When a location is completed, the assigned City Inspector shall inspect the site and advise the Contractor of any discrepancies/rejections. In order to receive credit for mowing rejected locations the Contractor shall take whatever action necessary to correct the discrepancies within one working day. Rejected locations not turned in for re -inspection within one business day of the rejection will be deemed incomplete for the cycle and the Contractor will not be given credit. For the purpose of this contract, workdays shall include Monday -Friday, unless one of the days is a City designated holiday. The Contract Administrator shall then make another inspection and if the discrepancies have not been corrected, the Contractor will be notified, and a $25 re -inspection fee will be Revised 6.20.18 Page 23 of 41 charged for a third inspection. At that time the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $50 re -inspection fee will be charged. Failure of the forth inspection will deem the property un - serviced and will need to be completed in its entirety, within the same cycle and resubmitted for the first inspection. The Contractor shall deduct the inspection fee from the payment to be made to the City of Corpus Christi. C. The Contractor shall submit invoices ONLY after cycles are completed. All areas will have a 10% penalty for incomplete work. A 10% penalty will be applied to the invoice total for incomplete cycles. The Contractor will adjust incomplete cycle payment to reflect the properties missed based on the average price per acre. The 10% penalty will apply to the adjusted invoice total. D. The City shall have the right to examine the supplies, materials and equipment used by the Contractor, its subcontractors, agents, and employees at any time during the contract or extension terms. E. Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this Contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract, unless such directives would create potential personal injury or safety hazards. F. Contractor shall promptly (same day) notify the Contract Administrator of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any plantings that may be damaged due to improper performance of designated maintenance activities. In such case, the Contract Administrator or designee shall specify when replacement is to be made. If the Contractor fails to replace the plantings according to instruction of the Contract Administrator, the Contractor agrees that the City may replace and reduce the Contractor payment by the amount of cost of replacement planting. Revised 6.20.18 Page 24 of 41 Revised Exhibit 1 - Locations Group 11 City Parks ID Area/Location Acre 1 Penn Place 4302 Aaron 1.67 2 Creekway 7306 Prairie 0.87 3 Reflections Linear Park 4924 Oso Parkway 0.81 4 Lipes 5004 Lethaby 6.00 5 Brighton Park 3320 Barclay St. 5.22 6 Stony Brook 7653 Stony Brook 1.96 Total Acres 16.53 6.20.18 Page 25 of 41 Irnd&Cry De': 11. 2e: eP_1 • ;2 21'1 X26" 4V cle'r 21 R cy'e e!tg`a"738j[Q im Eger/ :, 111/2.2011 'c7=q 0'9 E,;1s H 7?'21'31 9' 18ft C'elr,S1E CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO ATTACHMENT B - PRICING RFB 2071 - Grounds Maintenance Services for Parks Group 11 MLC Landscaping, LLC Corpus Christi, Texas DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE 1 Parks Group 11 property grounds maintenance services (18 months) Cycle 32 $661.20 $21,158.40 2 Parks Group 11 property grounds maintenance services Yr. 2 - 12 months Cycle 20 $674.42 $13,488.40 2 Parks Group 11 property grounds maintenance services Yr. 3 - 12 months Cycle 20 $687.48 $13,749.60 Total Price $48,396.40 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 Park & Recreation Director 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 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 Parks & Recreation Mowing and Complete Grounds Maintenance 12/19/2018 sw Risk Management Valid Through 12/31/2019 Bond Requirements: No Bonds are required; therefore Section 5(B) is null for this agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No Product warranties are required; therfore, Section 8(A) and 8(B) is null for this agreement. SERVICE AGREEMENT NO. 2149 Grounds Maintenance Services for Parks Group 12 THIS Grounds Maintenance Services for Parks Group 12 Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and MLC Landscaping, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Grounds Maintenance Services for Parks Group 12 in response to Request for Bid/Proposal No. 2071 ("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 Grounds Maintenance Services for Parks Group 12 ("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 42 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 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 $36,106.00, 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: Joshua Wentworth Department: Parks and Recreation Phone: 361-826-3483 emai: JoshuaW©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 001 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 001 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: Roberta Ortiz Title: Contract Administrator/Funds Administrator Address: 1601 N. Chaparral St. Gugenheim House Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3174 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: MLC Landscaping, LLC Attn: Troy Manning Title: Co -Owner Address: 7002 Saluki St. Bldg 4 Unit 101, Corpus Christi, TX 78414 Phone: 361-947-3036 Fax: N/A 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 Name: Troy D. Manning Title: Co -Owner Date: 03/06/2019 % Z 7 i 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. 2071 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 The Contractor must provide complete grounds maintenance services including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained as outlined in this Scope of Work. 1.2 Scope of Work Provide complete grounds maintenance services including litter and debris removal, mowing, trimming, applying fertilizer and landscaping maintenance of City owned property as shown on Exhibit 2. A. Prep Work 1. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Parks and Recreation Maintenance 5352 Ayers St. Bldg. 4 Corpus Christi, Texas 78415 2. Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Pick-up shall consist of removal of visible litter larger than three inches square. Special attention shall be given to insure the removal of objects, which may cause injury, if thrown from equipment. 3. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense and proof of such proper disposal through third party invoices or landfill receipts shall be turned in to the Contract Administrator on a monthly basis. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture and email the picture and location to the Contract Administrator prior to leaving the location. 4. Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. B. Mowing and Trimming 1. Turf shall be mowed to a height of three inches using reel or rotary type mowers. Rough cutting, scraping and bush hogging will not be permitted. Turf Revised 6.20.18 Page 17 of 41 shall be mowed to maintain a neat appearance. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Contract Administrator or authorized designee. Mowing cycles must be completed according to the cycle description indicated below. 2. Cycles Description -Group 12 • Growing Season (March - October) *Bi -weekly - 16 cycles *The Contractor shall schedule mowing cycles 12 to 15 days apart not mowing less than two cycles per month. City Cycle 1: 1St -15th / City Cycle 2: 16th -End of Month. • Non -growing Season (November - February) **Monthly - 4 cycles **The Contractor shall schedule mowing cycles 25 to 35 days apart mowing not more than one cycle per month. 3. Mower height to be measured with mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so as not to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 4. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches, except in areas approved by the Contract Administrator. 5. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clippings and leaves on streets, gutters, storm drains or lawns. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. 6. All resulting clippings and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. Contractor MUST NOT sweep or blow any grass clippings or leaves into the streets, gutters or other portions of the storm water system including ditches and storm drains. 7. Contractor shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbing, sidewalks, parking lot, concrete pads, including cracks and expansion joints, edges of all exterior hard surfaces. Any vegetation not cut by the mowing operation located adjacent to, above, or hanging over the curb must be trimmed each mowing cycle. At time of each mowing, trimming shall be done in a manner as not to damage trees, shrubs, fences, etc. At no time shall wild vegetation be allowed to grow out of these areas. 8. At the time of each mowing, the Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height and all materials and debris shall be removed from site after each such pruning. Revised 6.20.18 Page 18 of 41 C. Edging 1. A steel disk or steel blade edger shall be used for all required edging for one cycle during March, June, and October. This includes edging of all curbs and sidewalks. String line trimming is acceptable for general monthly maintenance. 2. The Contractor shall promptly remove all debris, including soil and trimmings from the areas, sidewalks, and roadways after each edging operation prior to the work crew leaving the work site. D. Fertilizing The Contractor shall provide an application of a 3-1-2 ratio of slow release fertilizer during the growing season. Apply fertilizer that has been formulated for this area, is appropriate for the type of turf grass being fertilized and use manufacturer's recommendation for rate of application. E. Landscaping Maintenance Contractor shall provide complete landscaping maintenance including herbicide applications to control weeds in perennial beds, and around mulched areas of trees and shrubs; mulch designated areas; prune existing shrubs, groundcovers, and hedges; application of pesticide. F. Weed Control 1. Hard Surfaces: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) from expansion joints, cracks of sidewalks, parking lots, curbing and concrete medians, including road pavement that is within two feet of said areas. 2. Beds and Groundcovers - Weed -Free Maintenance: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) in landscaped areas (designated beds, tree collars, and groundcover to include mulch, decomposed granite, decorative rock and plant cover) shall be provided at a minimum of once per month throughout the year. 3. Contractor shall mix herbicide and apply according to the manufacturer recommendation and current State licensing requirements. Recommended herbicide is Roundup, AquaNeat, or other products safe for waterways. The Contractor will be required to possess a current commercial applicator license for applying herbicide at all designated locations. 4. Contractor shall apply herbicide at a distance of 12 inches along both sides of designated fence lines except fences bordering adjacent private property. In such cases, herbicides shall be applied only to the City side of the fence. Herbicide shall not be applied around any trees and shrubs. The spraying shall be parallel to the fence lines and structures and shall be straight, not irregular; spray pattern must conform to the size and shape of all other obstacles. The Contractor shall be responsible for performing touch-up spraying for any areas missed or any areas where rain has washed off the herbicide before it has Revised 6.20.18 Page 19 of 41 taken effect. The Contractor shall be responsible for any damage done to private property caused by over spray. 5. The Contractor shall not use any water connection, hose, or faucet at any location for solution water for herbicide or pesticide. Use of any water connection is a violation of the Texas Natural Resources Conservation Commission rules and regulations, City of Corpus Christi Water Division rules and regulations, and the terms and conditions of this contract. G. Mulch 1. The Contractor shall treat all areas to be mulched with a pre -emergent herbicide application of either Barricade (manufactured by Sandoz Corp.) or Snapshot (manufactured by Dow Chemical), according to the Manufacturer's specifications, prior to applying the mulch. 2. The Contractor shall mulch at a depth of four inches. 3. Mulch material shall be "Aged Pine Bark" mulch -color black. Mulch used must be previously approved by the Contract Administrator prior to applying. 4. The Contractor shall turn, fluff and rake all existing shrub beds, tree collars, flowerbeds, and groundcover beds each spring in March. 5. Mulch requirements do not include playground areas. H. Pruning existing shrubs, groundcovers, and hedges The Contractor shall maintain plant materials in an attractive and healthy growing condition by performing the following operations and other incidental work thereto: 1. Prune shrubs, groundcovers, and hedges by shaping back to the size that existed at the beginning of the current season. Prune in appropriate season so as not to remove ornamental fruit or blooms. Pruning shall occur before growth exceeds six inches. Care shall be taken to ensure natural form and shape of plants is maintained. 2. Remove all dead and damaged branches of shrubs and groundcovers and hedges. Remove all Johnson grass or other weeds growing in and out of the bushes. 3. Remove all materials and debris from trimming operations daily after each pruning prior to leaving the work site. I. Application of Pesticides 1. The Contractor shall apply all pesticides in accordance with manufacturer's labeling and all applicable federal, state, and local regulations. The City does not require a specific brand of pesticide to be used as long as applications are used for their intended purposes only. 2. All pesticides used for control purposes, shall be applied by a Licensed Commercial Pesticide Applicator for: a. Ornamental Plant and Shrub Control Revised 6.20.18 Page 20 of 41 b. Pest Control 3. No uncertified persons shall apply or otherwise handle any pesticide. The above certifications, registrations, licenses, and permits must be issued by the Texas Department of Agriculture and shall be kept valid throughout the term of this contract. 4. Pesticide applications under this contract will require spot treatment for ants, plant and shrub related insects or parasites 5. No "Restricted Use Pesticides" as classified by the administrator of the Environmental Protection Agency shall be used in performance of this contract 6. Pesticide treatment of trees is not required under this contract. 7. The Contractor accepts total responsibility for replacement of ornamental plants, grasses, or trees whether owned by the City or others, which the City judges to have been damaged or killed as a result of pesticide application under this contract. 1.3 Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 for locations. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes in such work schedules must be approved by the City. C. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday work will require approval from the Contract Administrator or Superintendent to ensure there is no interference with activities, rentals or special events. D. Non -Work Hours: The Contractor may not store any equipment or tools on any site. After completion of work at any site, the Contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1. No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing will be kept to a minimum. However, the Contract Administrator or designee will retain the right to determine and notify the contractor of any such special event, emergency or liability 2. All push mowers, string line trimmers, riding mowers and other small engines will not be used at all. Revised 6.20.18 Page 21 of 41 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee, and received permission to proceed with work order. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. 1.4 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. 1.5 Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. The Contractor shall provide all signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests to protect the mowers and the traveling public. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various payment items of this contract. B. Chemicals: All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SDS notebook by the contractor. The Contractor shall also supply a copy of all SDS sheets to the Contract Administrator. 1.6 Equipment A. All Contractors grounds and turf maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. All equipment shall be approved by the Contract Administrator. The typical type of equipment required for the ground maintenance operations are commercial riding lawn mowers 60" or larger, blade edger, string line trimmers and blowers. Revised 6.20.18 Page 22 of 41 B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 1.7 Security and Protection of Property A. Security Requirements: 1. The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Contract Administrator B. Protection of Property: 1. The Contractor shall take proper measures to protect all property which might be damaged by Contractor's Work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor, the Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equal to that existing before such damage was done, or he shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by City forces at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.8 Notifications and Inspections A. Each Monday morning prior to 7:00 a.m., the Contractor shall email the Contract Administrator indicating the locations and work being performed that week for approval. If locations listed on the approved schedule were not mowed and the scheduled requires modifications the revised schedule shall be submitted to the Contract Administrator by 5:00 p.m. the day the location was missed. No work shall be done without proper, prior notification. B. A list of completed locations ready for inspection shall be emailed to the Contract Administrator no later than 7:00 a.m. on the day to be inspected. When a location is completed, the assigned City Inspector shall inspect the site and advise the Contractor of any discrepancies/rejections. In order to receive credit for mowing rejected locations the Contractor shall take whatever action necessary to correct the discrepancies within one working day. Rejected locations not turned in for re -inspection within one business day of the rejection will be deemed incomplete for the cycle and the Contractor will not be given credit. For the purpose of this contract, workdays shall include Monday -Friday, unless one of the days is a City designated holiday. The Contract Administrator shall then make another inspection and if the discrepancies have not been corrected, the Contractor will be notified, and a $25 re -inspection fee will be Revised 6.20.18 Page 23 of 41 charged for a third inspection. At that time the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $50 re -inspection fee will be charged. Failure of the forth inspection will deem the property un - serviced and will need to be completed in its entirety, within the same cycle and resubmitted for the first inspection. The Contractor shall deduct the inspection fee from the payment to be made to the City of Corpus Christi. C. The Contractor shall submit invoices ONLY after cycles are completed. All areas will have a 10% penalty for incomplete work. A 10% penalty will be applied to the invoice total for incomplete cycles. The Contractor will adjust incomplete cycle payment to reflect the properties missed based on the average price per acre. The 10% penalty will apply to the adjusted invoice total. D. The City shall have the right to examine the supplies, materials and equipment used by the Contractor, its subcontractors, agents, and employees at any time during the contract or extension terms. E. Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this Contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract, unless such directives would create potential personal injury or safety hazards. F. Contractor shall promptly (same day) notify the Contract Administrator of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any plantings that may be damaged due to improper performance of designated maintenance activities. In such case, the Contract Administrator or designee shall specify when replacement is to be made. If the Contractor fails to replace the plantings according to instruction of the Contract Administrator, the Contractor agrees that the City may replace and reduce the Contractor payment by the amount of cost of replacement planting. Revised 6.20.18 Page 24 of 41 Exhibit 2 - Group 12 Locations ID Area/Location Acre 1 Las Brisas Park 3945 Freds Folly 0.40 2 Sgt. J. D. Bock 7327 Canadian 3.93 3 Graceland 7201 Elvis Dr. 0.68 4 Greystone 7301 Sydney St. 0.92 5 Yorktown Medians Staples St. to Cimarron St. 2.00 6 Caribbean 601 Mediterranean 1.00 7 Dimitt 202 Jester St. 1.50 8 Parks Nursery 5555 S. Alameda St. 1.90 Total Acres 12.33 Revised 6.20.18 Page 29 of 41 #1 Las Brisas Park Imagery Da:e: 1112212011 273+'51:5 e2.2011 sire 1.01" N 97°16'15.0S" 5Y BICv 5 ft eye aft CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO ATTACHMENT B - PRICING RFB 2071 - Grounds Maintenance Services for Parks Group 12 MLC Landscaping, LLC Corpus Christi, Texas DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE 1 Parks Group 12 property grounds maintenance services (18 months) Cycle 32 $493.20 $15,782.40 2 Parks Group 12 property grounds maintenance services Yr. 2 - 12 months Cycle 20 $503.06 $10,061.20 2 Parks Group 12 property grounds maintenance services Yr. 3 - 12 months Cycle 20 $513.12 $10,262.40 Total Price $36,106.00 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 Park & Recreation Director 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 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 Parks & Recreation Mowing and Complete Grounds Maintenance 12/19/2018 sw Risk Management Valid Through 12/31/2019 Bond Requirements: No Bonds are required; therefore, Section 5(B) is null for this agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No product warranties are required; therefore, Section 8(A) and 8(B) is null for this agreement. SERVICE AGREEMENT NO. 2150 Grounds Maintenance Services for Parks Group 13 THIS Grounds Maintenance Services for Parks Group 13 Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and MLC Landscaping, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Grounds Maintenance Services for Parks Group 13 in response to Request for Bid/Proposal No. 2071 ("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 Grounds Maintenance Services for Parks Group 13 ("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 42 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 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 $72,446.40, 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: Joshua Wentworth Department: Parks and Recreation Phone: 361-826-3483 emai: JoshuaW©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 001 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 001 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: Roberta Ortiz Title: Contract Administrator/Funds Administrator Address: 1601 N. Chaparral St. Gugenheim House Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3174 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: MLC Landscaping, LLC Attn: Troy Manning Title: Co -Owner Address: 7002 Saluki St. Bldg 4 Unit 101, Corpus Christi, TX 78414 Phone: 361-947-3036 Fax: N/A 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: 9.1„,---,....---7 Printed Name: Troy D. Manning Title: Co -Owner Date: 03/06/2019 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. 2071 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 The Contractor must provide complete grounds maintenance services including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained as outlined in this Scope of Work. 1.2 Scope of Work Provide complete grounds maintenance services including litter and debris removal, mowing, trimming, applying fertilizer and landscaping maintenance of City owned property as shown on Exhibit 3. A. Prep Work 1. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Parks and Recreation Maintenance 5352 Ayers St. Bldg. 4 Corpus Christi, Texas 78415 2. Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Pick-up shall consist of removal of visible litter larger than three inches square. Special attention shall be given to insure the removal of objects, which may cause injury, if thrown from equipment. 3. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense and proof of such proper disposal through third party invoices or landfill receipts shall be turned in to the Contract Administrator on a monthly basis. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture and email the picture and location to the Contract Administrator prior to leaving the location. 4. Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. B. Mowing and Trimming 1. Turf shall be mowed to a height of three inches using reel or rotary type mowers. Rough cutting, scraping and bush hogging will not be permitted. Turf Revised 6.20.18 Page 17 of 41 shall be mowed to maintain a neat appearance. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Contract Administrator or authorized designee. Mowing cycles must be completed according to the cycle description indicated below. 2. Cycles Description -Group 13 • Growing Season (March - October) *Bi -weekly - 16 cycles *The Contractor shall schedule mowing cycles 12 to 15 days apart not mowing less than two cycles per month. City Cycle 1: 1St -15th / City Cycle 2: 16th -End of Month. • Non -growing Season (November - February) **Monthly - 4 cycles **The Contractor shall schedule mowing cycles 25 to 35 days apart mowing not more than one cycle per month. 3. Mower height to be measured with mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so as not to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 4. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches, except in areas approved by the Contract Administrator. 5. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clippings and leaves on streets, gutters, storm drains or lawns. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. 6. All resulting clippings and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. Contractor MUST NOT sweep or blow any grass clippings or leaves into the streets, gutters or other portions of the storm water system including ditches and storm drains. 7. Contractor shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbing, sidewalks, parking lot, concrete pads, including cracks and expansion joints, edges of all exterior hard surfaces. Any vegetation not cut by the mowing operation located adjacent to, above, or hanging over the curb must be trimmed each mowing cycle. At time of each mowing, trimming shall be done in a manner as not to damage trees, shrubs, fences, etc. At no time shall wild vegetation be allowed to grow out of these areas. 8. At the time of each mowing, the Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height and all materials and debris shall be removed from site after each such pruning. Revised 6.20.18 Page 18 of 41 C. Edging 1. A steel disk or steel blade edger shall be used for all required edging for one cycle during March, June, and October. This includes edging of all curbs and sidewalks. String line trimming is acceptable for general monthly maintenance. 2. The Contractor shall promptly remove all debris, including soil and trimmings from the areas, sidewalks, and roadways after each edging operation prior to the work crew leaving the work site. D. Fertilizing The Contractor shall provide an application of a 3-1-2 ratio of slow release fertilizer during the growing season. Apply fertilizer that has been formulated for this area, is appropriate for the type of turf grass being fertilized and use manufacturer's recommendation for rate of application. E. Landscaping Maintenance Contractor shall provide complete landscaping maintenance including herbicide applications to control weeds in perennial beds, and around mulched areas of trees and shrubs; mulch designated areas; prune existing shrubs, groundcovers, and hedges; application of pesticide. F. Weed Control 1. Hard Surfaces: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) from expansion joints, cracks of sidewalks, parking lots, curbing and concrete medians, including road pavement that is within two feet of said areas. 2. Beds and Groundcovers - Weed -Free Maintenance: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) in landscaped areas (designated beds, tree collars, and groundcover to include mulch, decomposed granite, decorative rock and plant cover) shall be provided at a minimum of once per month throughout the year. 3. Contractor shall mix herbicide and apply according to the manufacturer recommendation and current State licensing requirements. Recommended herbicide is Roundup, AquaNeat, or other products safe for waterways. The Contractor will be required to possess a current commercial applicator license for applying herbicide at all designated locations. 4. Contractor shall apply herbicide at a distance of 12 inches along both sides of designated fence lines except fences bordering adjacent private property. In such cases, herbicides shall be applied only to the City side of the fence. Herbicide shall not be applied around any trees and shrubs. The spraying shall be parallel to the fence lines and structures and shall be straight, not irregular; spray pattern must conform to the size and shape of all other obstacles. The Contractor shall be responsible for performing touch-up spraying for any areas missed or any areas where rain has washed off the herbicide before it has Revised 6.20.18 Page 19 of 41 taken effect. The Contractor shall be responsible for any damage done to private property caused by over spray. 5. The Contractor shall not use any water connection, hose, or faucet at any location for solution water for herbicide or pesticide. Use of any water connection is a violation of the Texas Natural Resources Conservation Commission rules and regulations, City of Corpus Christi Water Division rules and regulations, and the terms and conditions of this contract. G. Mulch 1. The Contractor shall treat all areas to be mulched with a pre -emergent herbicide application of either Barricade (manufactured by Sandoz Corp.) or Snapshot (manufactured by Dow Chemical), according to the Manufacturer's specifications, prior to applying the mulch. 2. The Contractor shall mulch at a depth of four inches. 3. Mulch material shall be "Aged Pine Bark" mulch -color black. Mulch used must be previously approved by the Contract Administrator prior to applying. 4. The Contractor shall turn, fluff and rake all existing shrub beds, tree collars, flowerbeds, and groundcover beds each spring in March. 5. Mulch requirements do not include playground areas. H. Pruning existing shrubs, groundcovers, and hedges The Contractor shall maintain plant materials in an attractive and healthy growing condition by performing the following operations and other incidental work thereto: 1. Prune shrubs, groundcovers, and hedges by shaping back to the size that existed at the beginning of the current season. Prune in appropriate season so as not to remove ornamental fruit or blooms. Pruning shall occur before growth exceeds six inches. Care shall be taken to ensure natural form and shape of plants is maintained. 2. Remove all dead and damaged branches of shrubs and groundcovers and hedges. Remove all Johnson grass or other weeds growing in and out of the bushes. 3. Remove all materials and debris from trimming operations daily after each pruning prior to leaving the work site. I. Application of Pesticides 1. The Contractor shall apply all pesticides in accordance with manufacturer's labeling and all applicable federal, state, and local regulations. The City does not require a specific brand of pesticide to be used as long as applications are used for their intended purposes only. 2. All pesticides used for control purposes, shall be applied by a Licensed Commercial Pesticide Applicator for: a. Ornamental Plant and Shrub Control Revised 6.20.18 Page 20 of 41 b. Pest Control 3. No uncertified persons shall apply or otherwise handle any pesticide. The above certifications, registrations, licenses, and permits must be issued by the Texas Department of Agriculture and shall be kept valid throughout the term of this contract. 4. Pesticide applications under this contract will require spot treatment for ants, plant and shrub related insects or parasites 5. No "Restricted Use Pesticides" as classified by the administrator of the Environmental Protection Agency shall be used in performance of this contract 6. Pesticide treatment of trees is not required under this contract. 7. The Contractor accepts total responsibility for replacement of ornamental plants, grasses, or trees whether owned by the City or others, which the City judges to have been damaged or killed as a result of pesticide application under this contract. 1.3 Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 for locations. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes in such work schedules must be approved by the City. C. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday work will require approval from the Contract Administrator or Superintendent to ensure there is no interference with activities, rentals or special events. D. Non -Work Hours: The Contractor may not store any equipment or tools on any site. After completion of work at any site, the Contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1. No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing will be kept to a minimum. However, the Contract Administrator or designee will retain the right to determine and notify the contractor of any such special event, emergency or liability 2. All push mowers, string line trimmers, riding mowers and other small engines will not be used at all. Revised 6.20.18 Page 21 of 41 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee, and received permission to proceed with work order. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. 1.4 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. 1.5 Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. The Contractor shall provide all signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests to protect the mowers and the traveling public. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various payment items of this contract. B. Chemicals: All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SDS notebook by the contractor. The Contractor shall also supply a copy of all SDS sheets to the Contract Administrator. 1.6 Equipment A. All Contractors grounds and turf maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. All equipment shall be approved by the Contract Administrator. The typical type of equipment required for the ground maintenance operations are commercial riding lawn mowers 60" or larger, blade edger, string line trimmers and blowers. Revised 6.20.18 Page 22 of 41 B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 1.7 Security and Protection of Property A. Security Requirements: 1. The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Contract Administrator B. Protection of Property: 1. The Contractor shall take proper measures to protect all property which might be damaged by Contractor's Work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor, the Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equal to that existing before such damage was done, or he shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by City forces at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.8 Notifications and Inspections A. Each Monday morning prior to 7:00 a.m., the Contractor shall email the Contract Administrator indicating the locations and work being performed that week for approval. If locations listed on the approved schedule were not mowed and the scheduled requires modifications the revised schedule shall be submitted to the Contract Administrator by 5:00 p.m. the day the location was missed. No work shall be done without proper, prior notification. B. A list of completed locations ready for inspection shall be emailed to the Contract Administrator no later than 7:00 a.m. on the day to be inspected. When a location is completed, the assigned City Inspector shall inspect the site and advise the Contractor of any discrepancies/rejections. In order to receive credit for mowing rejected locations the Contractor shall take whatever action necessary to correct the discrepancies within one working day. Rejected locations not turned in for re -inspection within one business day of the rejection will be deemed incomplete for the cycle and the Contractor will not be given credit. For the purpose of this contract, workdays shall include Monday -Friday, unless one of the days is a City designated holiday. The Contract Administrator shall then make another inspection and if the discrepancies have not been corrected, the Contractor will be notified, and a $25 re -inspection fee will be Revised 6.20.18 Page 23 of 41 charged for a third inspection. At that time the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $50 re -inspection fee will be charged. Failure of the forth inspection will deem the property un - serviced and will need to be completed in its entirety, within the same cycle and resubmitted for the first inspection. The Contractor shall deduct the inspection fee from the payment to be made to the City of Corpus Christi. C. The Contractor shall submit invoices ONLY after cycles are completed. All areas will have a 10% penalty for incomplete work. A 10% penalty will be applied to the invoice total for incomplete cycles. The Contractor will adjust incomplete cycle payment to reflect the properties missed based on the average price per acre. The 10% penalty will apply to the adjusted invoice total. D. The City shall have the right to examine the supplies, materials and equipment used by the Contractor, its subcontractors, agents, and employees at any time during the contract or extension terms. E. Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this Contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract, unless such directives would create potential personal injury or safety hazards. F. Contractor shall promptly (same day) notify the Contract Administrator of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any plantings that may be damaged due to improper performance of designated maintenance activities. In such case, the Contract Administrator or designee shall specify when replacement is to be made. If the Contractor fails to replace the plantings according to instruction of the Contract Administrator, the Contractor agrees that the City may replace and reduce the Contractor payment by the amount of cost of replacement planting. Revised 6.20.18 Page 24 of 41 Revised Exhibit 3 - Group 13 Locations ID Area/Location Acre 1 Malibu 4224 Tripoli 7.21 2 Kingston 3909 Kingston 5.33 3 Almanza 3405 Surrey 6.70 4 Parkview 6000 Parkview 5.50 Total Acres 24.74 6.20.18 Page 34 of 41 CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO ATTACHMENT B - PRICING RFB 2071 - Grounds Maintenance Services for Parks Group 13 MLC Landscaping, LLC Corpus Christi, Texas DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE 1 Parks Group 13 property grounds maintenance services (18 months) Cycle 32 $989.60 $31,667.20 2 Parks Group 13 property grounds maintenance services Yr. 2 - 12 months Cycle 20 $1,009.39 $20,187.80 2 Parks Group 13 property grounds maintenance services Yr. 3 - 12 months Cycle 20 $1,029.57 $20,591.40 Total Price $72,446.40 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 Park & Recreation Director 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 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 Parks & Recreation Mowing and Complete Grounds Maintenance 12/19/2018 sw Risk Management Valid Through 12/31/2019 Bond Requirements: no Bonds are required; therfore, Section 5(B) is null for this agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No product warranties are required; therefore, Section 8(A) and 8(B) is null for this agreement. SERVICE AGREEMENT NO. 2151 Grounds Maintenance Services for Parks Group 14 THIS Grounds Maintenance Services for Parks Group 14 Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and MLC Landscaping, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Grounds Maintenance Services for Parks Group 14 in response to Request for Bid/Proposal No. 2071 ("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 Grounds Maintenance Services for Parks Group 14 ("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 42 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 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 $78,244.40, 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: Joshua Wentworth Department: Parks and Recreation Phone: 361-826-3483 emai: JoshuaW©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 001 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 001 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: Roberta Ortiz Title: Contract Administrator/Funds Administrator Address: 1601 N. Chaparral St. Gugenheim House Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3174 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: MLC Landscaping, LLC Attn: Troy Manning Title: Co -Owner Address: 7002 Saluki St. Bldg 4 Unit 101, Corpus Christi, TX 78414 Phone: 361-947-3036 Fax: N/A 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 Name: Troy D. Manning Title: Co -Owner Date: 03/06/2019 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. 2071 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 The Contractor must provide complete grounds maintenance services including all reasonable and necessary labor, supervision, equipment and supplies to keep contracted areas properly maintained as outlined in this Scope of Work. 1.2 Scope of Work Provide complete grounds maintenance services including litter and debris removal, mowing, trimming, applying fertilizer and landscaping maintenance of City owned property as shown on Exhibit 4. A. Prep Work 1. The Contractor and all related employees shall attend an orientation prior to the term of the contract and each extension at the following location: Parks and Recreation Maintenance 5352 Ayers St. Bldg. 4 Corpus Christi, Texas 78415 2. Prior to each operation, the Contractor shall remove all litter and debris, including paper, cans, bottles, bags, grass clippings, accumulated leaves, palm fronds, and other tree litter including tree limbs from the identified locations. Including, but not limited to, fence lines, sidewalks, trees, shrubs, groundcover beds, all curbs and gutters, and other hard surfaces within the identified location. Pick-up shall consist of removal of visible litter larger than three inches square. Special attention shall be given to insure the removal of objects, which may cause injury, if thrown from equipment. 3. After operations, the Contractor shall remove any visible trash and debris that were cut up during the process. The Contractor shall not dispose of any trash or debris into dumpsters located on City property. The trash and debris must be removed from City property and disposed of in accordance with all City ordinances. All trash and litter shall be disposed of properly at the Contractor's expense and proof of such proper disposal through third party invoices or landfill receipts shall be turned in to the Contract Administrator on a monthly basis. However, if the debris is too large to haul, the Contractor shall pile the debris, take a picture and email the picture and location to the Contract Administrator prior to leaving the location. 4. Contractor is required to cover/tarp debris while transporting for disposal and while moving from site to site. Should the Contractor dispose of the litter and debris at an illegal dumpsite, it is grounds for termination of this agreement. B. Mowing and Trimming 1. Turf shall be mowed to a height of three inches using reel or rotary type mowers. Rough cutting, scraping and bush hogging will not be permitted. Turf Revised 6.20.18 Page 17 of 41 shall be mowed to maintain a neat appearance. If any mowing is to be omitted or delayed, it shall be omitted or delayed only at the discretion of the Contract Administrator or authorized designee. Mowing cycles must be completed according to the cycle description indicated below. 2. Cycles Description -Group 14 • Growing Season (March - October) *Bi -weekly - 16 cycles *The Contractor shall schedule mowing cycles 12 to 15 days apart not mowing less than two cycles per month. City Cycle 1: 1St -15th / City Cycle 2: 16th -End of Month. • Non -growing Season (November - February) **Monthly - 4 cycles **The Contractor shall schedule mowing cycles 25 to 35 days apart mowing not more than one cycle per month. 3. Mower height to be measured with mower on a flat, paved surface. A high quality of cut shall be provided using mowers with sharp cutting blades so as not to tear, but cleanly cut the blades of grass. Mowing shall be performed in a manner as not to damage trees, shrubs, plants, signs, or other obstructions. 4. String line trimmers shall not be used to mow or trim turf areas wider than 24 inches, except in areas approved by the Contract Administrator. 5. Mowing and trimming operations shall be performed in such a manner as to prevent the piling of excessive and unsightly grass clippings and leaves on streets, gutters, storm drains or lawns. The Contractor shall remove excessive clippings immediately following each mowing cycle prior to the work crew leaving the work site. 6. All resulting clippings and leaves shall be removed from any roadway, walkway, parking area, or any other hard surface including curbs and gutters and from plant beds, tree collars, etc. Contractor MUST NOT sweep or blow any grass clippings or leaves into the streets, gutters or other portions of the storm water system including ditches and storm drains. 7. Contractor shall perform all trimming for each cycle using herbicides, hand labor, or mechanical devices. Trimming shall include around all trees, shrubs, beds, fences, groundcovers, utilities, poles, buildings, obstacles, curbing, sidewalks, parking lot, concrete pads, including cracks and expansion joints, edges of all exterior hard surfaces. Any vegetation not cut by the mowing operation located adjacent to, above, or hanging over the curb must be trimmed each mowing cycle. At time of each mowing, trimming shall be done in a manner as not to damage trees, shrubs, fences, etc. At no time shall wild vegetation be allowed to grow out of these areas. 8. At the time of each mowing, the Contractor shall remove "sucker" growth at the base of trees before it reaches one foot in height and all materials and debris shall be removed from site after each such pruning. Revised 6.20.18 Page 18 of 41 C. Edging 1. A steel disk or steel blade edger shall be used for all required edging for one cycle during March, June, and October. This includes edging of all curbs and sidewalks. String line trimming is acceptable for general monthly maintenance. 2. The Contractor shall promptly remove all debris, including soil and trimmings from the areas, sidewalks, and roadways after each edging operation prior to the work crew leaving the work site. D. Fertilizing The Contractor shall provide an application of a 3-1-2 ratio of slow release fertilizer during the growing season. Apply fertilizer that has been formulated for this area, is appropriate for the type of turf grass being fertilized and use manufacturer's recommendation for rate of application. E. Landscaping Maintenance Contractor shall provide complete landscaping maintenance including herbicide applications to control weeds in perennial beds, and around mulched areas of trees and shrubs; mulch designated areas; prune existing shrubs, groundcovers, and hedges; application of pesticide. F. Weed Control 1. Hard Surfaces: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) from expansion joints, cracks of sidewalks, parking lots, curbing and concrete medians, including road pavement that is within two feet of said areas. 2. Beds and Groundcovers - Weed -Free Maintenance: Contractor shall use herbicides and hand labor to remove and control undesirable vegetation (weeds) in landscaped areas (designated beds, tree collars, and groundcover to include mulch, decomposed granite, decorative rock and plant cover) shall be provided at a minimum of once per month throughout the year. 3. Contractor shall mix herbicide and apply according to the manufacturer recommendation and current State licensing requirements. Recommended herbicide is Roundup, AquaNeat, or other products safe for waterways. The Contractor will be required to possess a current commercial applicator license for applying herbicide at all designated locations. 4. Contractor shall apply herbicide at a distance of 12 inches along both sides of designated fence lines except fences bordering adjacent private property. In such cases, herbicides shall be applied only to the City side of the fence. Herbicide shall not be applied around any trees and shrubs. The spraying shall be parallel to the fence lines and structures and shall be straight, not irregular; spray pattern must conform to the size and shape of all other obstacles. The Contractor shall be responsible for performing touch-up spraying for any areas missed or any areas where rain has washed off the herbicide before it has Revised 6.20.18 Page 19 of 41 taken effect. The Contractor shall be responsible for any damage done to private property caused by over spray. 5. The Contractor shall not use any water connection, hose, or faucet at any location for solution water for herbicide or pesticide. Use of any water connection is a violation of the Texas Natural Resources Conservation Commission rules and regulations, City of Corpus Christi Water Division rules and regulations, and the terms and conditions of this contract. G. Mulch 1. The Contractor shall treat all areas to be mulched with a pre -emergent herbicide application of either Barricade (manufactured by Sandoz Corp.) or Snapshot (manufactured by Dow Chemical), according to the Manufacturer's specifications, prior to applying the mulch. 2. The Contractor shall mulch at a depth of four inches. 3. Mulch material shall be "Aged Pine Bark" mulch -color black. Mulch used must be previously approved by the Contract Administrator prior to applying. 4. The Contractor shall turn, fluff and rake all existing shrub beds, tree collars, flowerbeds, and groundcover beds each spring in March. 5. Mulch requirements do not include playground areas. H. Pruning existing shrubs, groundcovers, and hedges The Contractor shall maintain plant materials in an attractive and healthy growing condition by performing the following operations and other incidental work thereto: 1. Prune shrubs, groundcovers, and hedges by shaping back to the size that existed at the beginning of the current season. Prune in appropriate season so as not to remove ornamental fruit or blooms. Pruning shall occur before growth exceeds six inches. Care shall be taken to ensure natural form and shape of plants is maintained. 2. Remove all dead and damaged branches of shrubs and groundcovers and hedges. Remove all Johnson grass or other weeds growing in and out of the bushes. 3. Remove all materials and debris from trimming operations daily after each pruning prior to leaving the work site. I. Application of Pesticides 1. The Contractor shall apply all pesticides in accordance with manufacturer's labeling and all applicable federal, state, and local regulations. The City does not require a specific brand of pesticide to be used as long as applications are used for their intended purposes only. 2. All pesticides used for control purposes, shall be applied by a Licensed Commercial Pesticide Applicator for: a. Ornamental Plant and Shrub Control Revised 6.20.18 Page 20 of 41 b. Pest Control 3. No uncertified persons shall apply or otherwise handle any pesticide. The above certifications, registrations, licenses, and permits must be issued by the Texas Department of Agriculture and shall be kept valid throughout the term of this contract. 4. Pesticide applications under this contract will require spot treatment for ants, plant and shrub related insects or parasites 5. No "Restricted Use Pesticides" as classified by the administrator of the Environmental Protection Agency shall be used in performance of this contract 6. Pesticide treatment of trees is not required under this contract. 7. The Contractor accepts total responsibility for replacement of ornamental plants, grasses, or trees whether owned by the City or others, which the City judges to have been damaged or killed as a result of pesticide application under this contract. 1.3 Work Site and Conditions A. The work shall be performed at locations throughout the City as defined by group. See Exhibit 1 for locations. B. Contractor shall supply the City with a work schedule to indicate the normal starting and completion times for its operations. The Contractor shall provide landscaping and grounds maintenance only in appropriate months and in accordance with the City's cycle requirements. Changes in such work schedules must be approved by the City. C. Work Hours: The Contractor will confine all operations to daylight hours, Monday through Friday, unless one of the days is a City designated holiday. Saturday and Sunday work will require approval from the Contract Administrator or Superintendent to ensure there is no interference with activities, rentals or special events. D. Non -Work Hours: The Contractor may not store any equipment or tools on any site. After completion of work at any site, the Contractor must remove all equipment, supplies, and materials from that site. E. Ozone Warning Days: 1. No mowing will be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing will be kept to a minimum. However, the Contract Administrator or designee will retain the right to determine and notify the contractor of any such special event, emergency or liability 2. All push mowers, string line trimmers, riding mowers and other small engines will not be used at all. Revised 6.20.18 Page 21 of 41 3. Diesel powered mowing equipment will be allowed to operate on the second day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee, and received permission to proceed with work order. 4. Equipment using reformulated gas will be allowed to operate on the third day of back-to-back Ozone Action Days if equipment is labeled stating the type of fuel used and the contractor has made contact with the Contract Administrator, or designee and received permission to proceed with work order. 1.4 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. 1.5 Safety Requirements A. Public Safety and Convenience: The safety of the public and the convenience of traffic shall be regarded as prime importance. All portions of streets shall be kept open to traffic. The Contractor shall coordinate all Work with the Contract Administrator and shall place warning signs in accordance with the current version of the Texas Manual on Uniform Traffic Control Devices. The Contractor shall provide all signs, sign stands, safety flags, and all other safety materials or devices as well as safety vests to protect the mowers and the traveling public. The Contractor will be responsible for the maintenance or replacement of these items as necessary. If at any time work is in progress, the traffic control devices do not accomplish the intended purpose due to weather or other conditions affecting the safe handling of traffic, the Contractor shall immediately make necessary changes thereto to correct the unsatisfactory conditions. These provisions for directing traffic will not be paid for directly but shall be subsidiary to the various payment items of this contract. B. Chemicals: All products (chemicals) shall be kept in a properly labeled container and a Safety Data Sheet (SDS) kept on each item, in a clearly marked SDS notebook by the contractor. The Contractor shall also supply a copy of all SDS sheets to the Contract Administrator. 1.6 Equipment A. All Contractors grounds and turf maintenance equipment must be equipped with safety devices which conform to manufacturer's standards and all applicable OSHA regulations to prevent damage to property. All equipment shall be kept in good operating condition and shall be maintained to provide a clean sharp cut of vegetation at all times. All equipment shall be approved by the Contract Administrator. The typical type of equipment required for the ground maintenance operations are commercial riding lawn mowers 60" or larger, blade edger, string line trimmers and blowers. Revised 6.20.18 Page 22 of 41 B. Should the Contractor's equipment require service while at any location, the Contractor must notify the Contract Administrator. The Contractor shall not permit any oil, grease, or lubricants to spill onto or to contaminate the soil. The Contractor shall be responsible for any clean up and disposal of contaminated soil in accordance with all Applicable City, State, and Federal Regulations. 1.7 Security and Protection of Property A. Security Requirements: 1. The Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the sites. 2. The Contractor shall not enter the buildings at any location for any reason without receiving prior approval from the Contract Administrator B. Protection of Property: 1. The Contractor shall take proper measures to protect all property which might be damaged by Contractor's Work hereunder, and in case of any damage resulting from any act or omission on the part of or on behalf of the Contractor, the Contractor shall restore at the Contractor's own expense the damaged property to a condition similar or equal to that existing before such damage was done, or he shall make good such damage in an acceptable manner. 2. All damages which are not repaired or compensated by the Contractor will be repaired or compensated by City forces at the Contractor's expense. All expenses charged by the City for repair work or compensation shall be deducted from any monies owed to the Contractor. 1.8 Notifications and Inspections A. Each Monday morning prior to 7:00 a.m., the Contractor shall email the Contract Administrator indicating the locations and work being performed that week for approval. If locations listed on the approved schedule were not mowed and the scheduled requires modifications the revised schedule shall be submitted to the Contract Administrator by 5:00 p.m. the day the location was missed. No work shall be done without proper, prior notification. B. A list of completed locations ready for inspection shall be emailed to the Contract Administrator no later than 7:00 a.m. on the day to be inspected. When a location is completed, the assigned City Inspector shall inspect the site and advise the Contractor of any discrepancies/rejections. In order to receive credit for mowing rejected locations the Contractor shall take whatever action necessary to correct the discrepancies within one working day. Rejected locations not turned in for re -inspection within one business day of the rejection will be deemed incomplete for the cycle and the Contractor will not be given credit. For the purpose of this contract, workdays shall include Monday -Friday, unless one of the days is a City designated holiday. The Contract Administrator shall then make another inspection and if the discrepancies have not been corrected, the Contractor will be notified, and a $25 re -inspection fee will be Revised 6.20.18 Page 23 of 41 charged for a third inspection. At that time the Contractor shall have one working day to complete the work. If the discrepancies still have not been corrected, the Contractor will be notified to correct the discrepancies and a $50 re -inspection fee will be charged. Failure of the forth inspection will deem the property un - serviced and will need to be completed in its entirety, within the same cycle and resubmitted for the first inspection. The Contractor shall deduct the inspection fee from the payment to be made to the City of Corpus Christi. C. The Contractor shall submit invoices ONLY after cycles are completed. All areas will have a 10% penalty for incomplete work. A 10% penalty will be applied to the invoice total for incomplete cycles. The Contractor will adjust incomplete cycle payment to reflect the properties missed based on the average price per acre. The 10% penalty will apply to the adjusted invoice total. D. The City shall have the right to examine the supplies, materials and equipment used by the Contractor, its subcontractors, agents, and employees at any time during the contract or extension terms. E. Work Crew Supervision: The Contractor shall provide qualified supervision of each crew at all times while working under this Contract. Each supervisor shall be authorized by the Contractor to accept and act upon all directives issued by the City and Contract Administrator. Failure of the supervisor to act on said directives shall be sufficient cause to give notice that the Contractor is in default of the contract, unless such directives would create potential personal injury or safety hazards. F. Contractor shall promptly (same day) notify the Contract Administrator of any broken or damaged irrigation systems and poor or inadequate irrigation patterns, holes, cave-ins, or depressions in turf grass, mulched areas, broken signs, watering schedules defects or hazards that impact quality of turf and/or landscaping. G. The Contractor shall be responsible for the replacement of any plantings that may be damaged due to improper performance of designated maintenance activities. In such case, the Contract Administrator or designee shall specify when replacement is to be made. If the Contractor fails to replace the plantings according to instruction of the Contract Administrator, the Contractor agrees that the City may replace and reduce the Contractor payment by the amount of cost of replacement planting. Revised 6.20.18 Page 24 of 41 Revised Exhibit 4 - Group 14 Locations ID Area/Location Acre 1 Los Encinos 5800 Greenwood 10.00 2 Father Fernandez 1820 Frio St. 2.00 3 Village of the Green 5500 Green Tree 3.00 4 Pebble 5922 Hillcrest 5.13 5 Sacky 2719 Sacky 6.94 Total Acres 26.72 6.20.18 Page 37 of 41 CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO ATTACHMENT B - PRICING RFB 2071 - Grounds Maintenance Services for Parks Group 14 MLC Landscaping, LLC Corpus Christi, Texas DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE 1 Parks Group 14 property grounds maintenance services (18 months) Cycle 32 $1,068.80 $34,201.60 2 Parks Group 14 property grounds maintenance services Yr. 2 - 12 months Cycle 20 $1,090.17 $21,803.40 2 Parks Group 14 property grounds maintenance services Yr. 3 - 12 months Cycle 20 $1,111.97 $22,239.40 Total Price $78,244.40 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 Park & Recreation Director 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 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 Parks & Recreation Mowing and Complete Grounds Maintenance 12/19/2018 sw Risk Management Valid Through 12/31/2019 Bond Requirements: No Bonds are required; therefore, Section 5(B) is null for this agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No product warranties are required; therefore, Section 8(A) and 8(B) is null for this agreement. AGENDA MEMORANDUM Action Item for the City Council Meeting of March 26, 2019 DATE: March 26, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Cisco Smartnet Network Equipment Support and Maintenance CAPTION: Motion authorizing the purchase of Cisco Smartnet network equipment support and maintenance for one year with Computer Solutions of San Antonio, Texas for a total amount not to exceed $103,413.99. PURPOSE: This item is to approve the purchase of one-year support and maintenance for the software support on the City's network equipment hardware. BACKGROUND AND FINDINGS: Hardware support and software support are required to maintain updates for network equipment that include security, software and hardware updates, and support services for critical network infrastructure. The Cisco Smartnet supports the core network equipment located at City Hall, Police Department, Fleet Services, Holly Pump Station, Flour Bluff water tower, Frost Building's Emergency Operations Center, and the O.N. Stevens Water Plant. The City is seeking a one-year renewal for this support and maintenance until the equipment reaches end of life. This agreement was procured through the Texas Department of Information Resources (DIR) cooperative contract number DIR-TSO-4167. 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: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $189,236.20 $0 $189,236.20 Encumbered / Expended Amount $37,571.44 $0 $37,571.44 This item $103,413.99 $0 $103,413.99 BALANCE $48,250.77 $0 $48,250.77 Fund(s): Info Tech 5210-40430-241-530230 Comments: N/A RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet PRICE SHEET CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN Cisco Smartnet Network Equipment Support and Maintenance Total Price Page 1 of 1 $103,413.99 Computer Solutions San Antonio, TX ITEM DESCRIPTION QTY. UNIT UNIT PRICE 1 Subscription Renewal, CCW -R Quote # 221373890 ASAFP FirePower Subscription per DIR-TSO-4167 1 YR $ 12,611.20 2 Smartnet Renewal, CCW -R Quote # 291375539 C4P, ECMU, SAS, SNT, & SNTP Smartnet per DIR-TSO-4167 1 YR $ 87,860.87 3 Smartnet Renewal, CCW -R Quote # 261329269 SNT Smartnet per DIR-TSO-4167 1 YR $ 2,941.92 Total Price Page 1 of 1 $103,413.99 AGENDA MEMORANDUM Action Item for the City Council Meeting of March 26, 2019 DATE: March 26, 2019 TO: Keith Selman, Interim City Manager FROM: Peter Collins, Interim Director of Information Technology PeterC@cctexas.com (361) 826-3735 Nina Nixon -Mendez, Director of Development Services NinaM©cctexas.com (361) 826-3276 Kevin Norton, Director of Water Utilities KevinN©cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Bentley Software Maintenance Support for Utilities and Development Services CAPTION: Resolution authorizing a three-year agreement for renewal of software support, maintenance, and hosting with Bentley Systems, Inc. of Exton, Pennsylvania for a total amount not to exceed $457,993.66. PURPOSE: This item is to approve a three-year agreement for continued support on Bentley products for infrastructure management and electronic plan review for Utilities and Development Services. BACKGROUND AND FINDINGS: Currently the city uses Bentley products for wastewater line modeling and project scheduling. The City will also will be implementing Bentley electronic plan review Software. This agreement is for annual support maintenance on all Bentley products and for customized software support. This is a sole source purchase. Bentley Systems, Inc. is the sole provider of maintenance and support on their products. 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: Information Technology Development Services Utilities FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $2,002,070.62 $293,695.30 $2,295,765.92 Encumbered / Expended Amount $1,365,836.90 $0 $1,365,836.90 This item $164,298.36 $293,695.30 $457,993.66 BALANCE $471,935.36 $0 $471,935.36 Fund(s): Development Services 4670-12201-281-530000, 4670-11200-281-530000 and 4670-11300-281-530000; Water 4010-30000-041-530000; Wastewater 4200- 33000-042-530000 Comments: The agreement total is $457,993.66 for a three-year agreement, of which $164,298.36 is funded in FY2018-19, with the remaining balance funded in future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Resolution Renewal Quotes and Proposals Addendum Bentley SELECT Agreement Resolution authorizing a three-year agreement for renewal of software support, maintenance, and hosting with Bentley Systems, Inc. of Exton, Pennsylvania for a total amount not to exceed $457,993.66. WHEREAS, this service used by Information Technology will provide the necessary software support, maintenance, and hosting; 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 purchase three-year software support, maintenance, and hosting services from Bentley Systems, Inc. of Exton, Pennsylvania, for an amount not to exceed $457,993.66, and execute any documents necessary for such purpose. A copy of the agreement will be on file in the Office of the City Secretary. 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 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 PRICE SHEET CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN Bentley Software Maintenance Support Total Price *These costs may decrease in years 2 and 3 based on customization, but the amounts are not to exceed the costs listed. Page 1 of 1 $457,993.66 Bentley Systems, Inc. Exton, Pennsylvania ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 Year 1 eB MANAGEservices 1 YR $ 60,000.00 $ 60,000.00 2 Year 1 eB EPR Customization Maintenance 1 YR $ 54,000.00 $ 54,000.00 3 Year 1 Bentley CONNECTIONS Passport, eB Information Manager SELECT Sub, ProjectWise InterPlot Server SELECT Sub, eB QuickLinks SELECT Subscription, Bentley SewerGEMS Unlimited Pipes Sub per GSA Contract #GS35F0453L 1 YR $ 22,224.71 $ 22,224.71 4 Year 1 One -Time AssetWise Coaching and Support per GSA Contract #GS35F0453L 1 YR $ 28,073.65 $ 28,073.65 5 Year 2 eB MANAGEservices 1 YR $ 66,000.00 $ 66,000.00 6 *Year 2 eB EPR Customization Maintenance 1 YR $ 54,000.00 $ 54,000.00 7 *Year 2 Bentley CONNECTIONS Passport, eB Information Manager SELECT Sub, ProjectWise InterPlot Server SELECT Sub, eB QuickLinks SELECT Subscription, Bentley SewerGEMS Unlimited Pipes Sub per GSA Contract #GS35F0453L 1 YR $ 23,547.65 $ 23,547.65 8 Year 3 eB MANAGEservices 1 YR $ 72,600.00 $ 72,600.00 9 *Year 3 eB EPR Customization Maintenance 1 YR $ 54,000.00 $ 54,000.00 10 *Year 3 Bentley CONNECTIONS Passport, eB Information Manager SELECT Sub, ProjectWise InterPlot Server SELECT Sub, eB QuickLinks SELECT Subscription, Bentley SewerGEMS Unlimited Pipes Sub per GSA Contract #GS35F0453L 1 YR $ 23,547.65 $ 23,547.65 Total Price *These costs may decrease in years 2 and 3 based on customization, but the amounts are not to exceed the costs listed. Page 1 of 1 $457,993.66 m._=.::11 Advancing Infra tructure SELECT Agreement: 14576635 RQ Number: 41189990 06 February 2019 Customer ID: 1004088922 Expiration Date: 06 April 2019 City of Corpus Christi Pages: 1 / 3 Permits & Bldg Inspection 2406 Leopard St CORPUS CHRISTI TX 78401 USA Tel No: +1 (512) 880-3532 ZACkiltieY) Renewal Quote Dear Sir/Madam, Our records show that your current Bentley SELECT Agreement is due for renewal on 29 September 2018. We are very pleased that you have chosen Bentley as your technology partner and trust you have enjoyed the benefits of the program. We lookforward to strengthening our relationship with your organization and continuing to sustain the productivity of your people, software and information. Please note that this renewal price is for an annual term of: Year 1 (Sept. 29, 2018 to Sept. 28, 2019) is $60,000 Year 2 cost is $66,0000 Year 3 cost is $72,600 Total amount of this 3 year term is $198,600. Subscription Period: 29 September 2018 - 28 September 2021 Billing Frequency: Annual Payment Terms: Net 30 Days Annual Renewal Total: 60,000.00** Currency: USD ❑ Please bill against PO # ❑ Purchase Order is not required. We will accept Bentleys invoice on the basis of this signed quote. If you would like us to bill this quote against a Purchase Order, please indicate the purchase order number above and attach a copy with your acceptance of this quote. Any additional or different terms or conditions appearing on your purchase order, even if Bentley acknowledges such terms and conditions, shall not be binding on the parties unless both parties agree in a separate written agreement. (Subscriber's Signature) (Subscriber's Name) (Title) (Date) **Prices shown on this quotation are excluding taxes. Applicable taxes will be included on invoices. Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 -800 -Bentley (1-800-236-8539) Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com %P- Bentley® Advancing Infrastructure Bill -to: City of Corpus Christi Accounts Payable PO Box 9277 CORPUS CHRISTI TX 78469-9277 USA Site: Renewal Quote SELECT Agreement: 14576635 RQ Number: 41189990 Customer ID: 1004088922 Expiration Date: 06 April 2019 Pages: 2 / 3 Tel No: Fax No: +1 (512) 880-3532 +1 (512) 880-3520 1004088922 City of Corpus Christi , 2406 Leopard St CORPUS CHRISTI , TX 78401 , USA Quantit Unit Pricin . Discount Total Part No Descri • tion 1419 eB MANAGEservices 1 60,000.00 60,000.00 Site Total: 60,000.00 Annual Amount Due: 60,000.00 Currenc USD Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 -800 -Bentley (1-800-236-8539) Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Bentle' Advancing Infrastructure Renewal Quote SELECT Agreement: 14576635 RQ Number: 41189990 Customer ID: 1004088922 Expiration Date: 06 April 2019 Pages: 3 / 3 By continuing your SELECT subscription, you benefit from a comprehensive program for the support of your Bentley applications. Your Bentley SELECT agreement is our commitment to continue to provide you and your organization with the highest levels of service. SELECT provides you with the flexibility you need to adapt to changing project requirements while keeping expenditures under control. Renewal of Bentley SELECT will ensure continuity of your following benefits: • CONNECTservices which are now included for every SELECT subscriber • Flexible Licensing Options, including annual portfolio balancing and pooled licensing • 24/7/365 Support • Anytime Software Upgrades Discover more at connect.bentley.com In addition, significant new services have been added for SELECT and Enterprise License Subscription (ELS) subscribers. New CONNECTservices include: • ProjectWise Connection Services: Teams securely create, share, and deliver data and documents and review project status and performance. • Adaptive Learning Services: Users master use of Bentley applications through personalized, contextual learning delivered inapplication via CONNECT Advisor. • Personal Mobility Services: Individuals work any time from any place through Bentley's apps. This Renewal summary is in accordance with the terms and conditions of your SELECT Agreement. Please do not hesitate to contact your Bentley representative Matt Murphy or file a Service request here if you have any inquiries or require any assistance. Sincerely, Matt Murphy Tel: +1 (610) 458-5000 Fax: E-mail: MATT.MURPHY@BENTLEY.COM Export Control: You acknowledge that these commodities, technology or software are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other agencies or authorities based outside of the United States (the "Export Controls"). You must not export, re-export or transfer, whether directly or indirectly, the commodities, technology or software, or any portion thereof, or any system containing such commodities, technology or software or portion thereof, without first complying strictly and fully with all Export Controls that may be imposed on them. The countries subject to restriction by action of the United States Government or any other governmental agency or authority based outside of the United States, are subject to change, and it is your responsibility to comply with the applicable United States Government requirements, or those of any other governmental agency or authority based outside of the United States, as they may be amended from time to time. For additional information, see http://www.bis.doc.gov Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 -800 -Bentley (1-800-236-8539) Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Proposal For 2018-2019 eB EPR Customization Maintenance Prepared for the City of Corpus Christi February 13, 2019 ji BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 685 Stockton Drive • Exton PA • 19341 • 1 -800 -BENTLEY • +1 610-458-5000 February 13, 2019 The City of Corpus Christi Peter Collins 1201 Leopard St Corpus Christi, TX 78401-2825 Subject: Proposal for 2018-2019 eB EPR Customization Maintenance Dear Peter, Bentley Systems, Incorporated (Bentley) is pleased to provide the City of Corpus Christi (City) with this proposal to maintain Bentley's customization deliverable(s). Bentley Professional Services has delivered integrations and enhancements for the City as a deliverable of the Electronic Plan Review project. This Custom Solution is not part of Bentley's commercial off-the-shelf AssetWise/eB product so it is not covered under the City's existing Bentley SELECT Agreement. This annual support & maintenance proposal defines the level of support and software maintenance Bentley will provide for the City for this Custom Solution. Detailed scheduling and resource assignment cannot be made before receipt and acceptance of a signed Purchase Order referencing this proposal. The consulting services are offered on an annual subscription basis. Bentley has an excellent history of client satisfaction and we view the City's success as our success. If you need additional information or would like to discuss anything contained in this document, please feel free to contact me. Sincerely, Becky Horsfall, Account Manager Becky.Horsfall@bentley.com Mobile: 512-784-5816 Bentley Systems, Inc. Bentley Opportunity: 3061379 February 13, 2019 2 www.bentley.com j BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r Contents 1. Executive Summary 4 2. Custom Solution, Issue Classification and Reporting 5 2.1 Custom Solution Definition 5 2.2 Issue Priority Classification 5 2.3 Issue Reporting 7 3. Description of Services 8 3.1 Maintenance Services 8 3.2 Project Deliverables and Acceptance 8 3.3 Schedule and Maintenance Period 9 3.4 Staffing 9 4. Commercial Information 10 4.1 Pricing 10 5. Assumptions, Limitations, Exclusions, and Constraints 11 6. Terms and Conditions 12 7. Acceptance 13 February 13, 2019 3 www.hentley.com ji BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 1. Executive Summary Bentley Professional Services has delivered integrations and enhancements (hereafter referred to as "Custom Solution") for the City as a deliverable of the Electronic Plan Review project (Bentley Project #P001849). This Custom Solution is not part of Bentley's commercial off-the-shelf AssetWise/eB product so it is not covered under the City's existing Bentley SELECT Agreement. Bentley and the City explored three levels of support for the Customization in the previous year: • Time and Materials • Annual Support and Maintenance (ASM) • Success Plan The City selected the ASM option. This renewal proposal assumes that for the next year, the City will continue with the ASM option. This agreement defines the level of support and software maintenance Bentley will provide for the City for this Custom Solution. It provides details of what will be covered and other terms and conditions related to the services offered. If accepted, the resulting Agreement will allow our consultants to assist the City with technical issues, bugs or defects that may affect the custom code Bentley developed for the City. Here is a list of benefits that this agreement will render to the City: • Remove risk by ensuring continuity of the EPR service to the City's user community • Speed the assessment and fixing of any bugs or defects, by avoiding the standard problem assessment, quotation, proposal, approval and procurement by the City • Provide a contractual vehicle to both the City and Bentley to secure the terms and conditions for assistance. February 13, 2019 4 www.bentley.com ji BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 2. Custom Solution, Issue Classification and Reporting To describe the services to be provided within this Agreement, it is necessary first to define: • The scope of the Custom Solution • The priority classification of issues, and • Reporting of issues 2.1 Custom Solution Definition This maintenance agreement for the Custom Solution covers only the customizations listed or referenced in this section. The set of customizations described in this section are referred to as the Custom Solution in the rest of this agreement. • Infor Integration - Web Service and eB Engine integration to perform asynchronous communication between eB and Infor systems. • Integrated Portal - Front end for internal and external City Users to upload files into eB based on information passed in by Infor. The site requires receiving the correct encrypted input from Infor. • Correction Letter - eB Engine that gathers and formats the Correction Letter information, creates a PDF file and attaches it to the eB document. • Laserfiche Integration - Web Service for exporting requested data (XML file and eB files) for consumption by City of Corpus Christi's Laserfiche system. 2.2 Issue Priority Classification Bentley will, in consultation with the user(s) responsible for reporting incidents, classify each reported, verifiable and reproducible incident per Table 1 below and use commercially reasonable efforts to resolve such incidents in accordance with the targets specified below. February 13, 2019 5 www.bentley.com ji Benttev. Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r Table 1— Priority Classification Name Classific ation Description Example Priority 1 (P1) Critical An incident that has or is likely to have a major impact on users' ability to maintain business operation. The incident results in any outage or loss of any key functionality of a critical application or service. The incident affects multiple locations, or all users in one (1) location. Users are totally stopped and cannot use the system Priority 2 (P2) High Incident which impairs the users' ability to maintain business operation causing a severe degradation of service or resulting in some important functionality being unavailable. There is no long-term acceptable workaround for the business, however operation can continue in a restricted fashion. The incident results in loss of the "normal" functionality of an application or service for multiple users, but not all, in one (1) or more locations. Users can access system and, while a workaround exists, there is material degradation of functionality or performance Priority 3 (P3) Medium Incident which causes a loss of some important functionality. There is an acceptable workaround for the business and operation can continue in a restricted fashion. The incident results in loss of functionality of a "normal" application or service. A non-critical service is not available to some users. Priority 4 (P4) Low Enhancement or incident which has little or no significant impact on the business (low impact & low urgency). Functional change to current Custom Solution behavior. The current behavior varies from user expectations, but the system works as designed. 2.2.1 Response for Critical (P1) Issues Critical (P1) issues will be investigated and solved without waiting for the next scheduled build time (i.e. an off cycle build from the two annual builds). Bentley will use its good faith efforts to resolve critical issues as soon as possible. P1 issues will be deemed highest priority with continuous work by Bentley with a regular call series in place with the City until it is resolved or an acceptable workaround is delivered. The resolution of a critical issue may be a workaround or a hot -fix build of the Custom Solution that resolves the issue. 2.2.2 Response for P2 and P3 Issues Bentley will develop and deploy builds with fixes to P2 and P3 issues using a jointly agreed upon schedule (see Section 3.2 "Project Deliverables and Acceptance"). Prior to the next scheduled release, Bentley and the City will review the list of open issues and agree to which issues will be included in the build. The goal of each build will be to fix all P2 and P3 issues, but there may be cases where the resolution needed is beyond reasonable effort and/or the user agrees it has little value. In such cases a partial fix, workaround, or no fix at all may be agreed upon. February 13, 2019 6 www.bentley.com ji BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining BON l d i f New issues which are reported after the list has been agreed upon will be reviewed for the next scheduled build. It is possible for Bentley and the City to add a fix for a new issue to the list, but this may delay the build delivery. Once the list is agreed Bentley will create a development plan and will announce a specific release date for the build to be deployed in the QA Environment. If there are no outstanding issues reported before 14 business days of the scheduled build date, the build will not be delivered and any new issues will be scheduled for the next build. 2.2.3 Response for P4 Issues P4 issues are those incidents that require functional change that varies from the current design. These are out of scope of the current maintenance but may be added to the City's future enhancement list. 2.3 Issue Reporting Customized Solution issues discovered by the City must be reported to Bentley via Bentley's Service Ticket Manager via the following link: https://www.bentley.com/en/support The Service Ticket must include a description of the issue which is relevant and be as detailed as possible. The following information will be required when logging a Service Ticket: • Summary of the issue • Issue priority: P1, P2, P3, or P4 • Environment: QA or Production • Version number of the standard application • Detailed description. Provide all information necessary to reproduce the issue. Include the following details: - Describe the issue. If the Customized Solution shows an error message, please provide the error message text and number. - Define the impact to your work. Is this a production failure or something you can work around? Document the steps to reproduce the issue. Include other important details, like the system name, web URL, user logged in, data sets used, screen shots, etc. Bentley will review each service ticket and may contact the user for clarifications, reproduce the issue, to suggest a work around or to agree upon a different issue priority. Bentley and the City must agree on issue priority before work can commence. February 13, 2019 7 www.bentley.com Benttev Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Buildir 3. Description of Services 3.1 Maintenance Services This support and maintenance agreement for the Custom Solution includes: • By the City, reporting of any Customized Solution issue via Bentley's Helpdesk • By Bentley, for any issue of which the cause is to be found in the customizations: - Response and resolution to the P1 (critical) issues - Up to two scheduled builds per year to resolve confirmed and agreed upon priority P2 and P3 issues • The Quality Assurance (QA) Environment in Bentley Managed Services will be up will be up and operational to support maintenance services under the following conditions: - While Bentley consultants are investigating, developing, and testing P1, P2, and P3 issues - While City personnel are testing and accepting solutions provided by Bentley on P1 issues - While City personnel are testing and accepting scheduled builds for P2 and P3 issues - When up and operational, will be on weekdays and between the hours of 8:00 — 17:00 CST - Database from production will be refreshed onto the QA Environment for investigation of P1 issues Database from production will be refreshed onto the QA Environment to coincide with scheduled builds Note: for an issue of which the root cause is found in the commercial off-the-shelf product and not in the Customized Solution, the normal SELECT process will be followed through Bentley's Helpdesk and Product Management. Quarterly management meetings will take place to review the status of the project. 3.1.1 Operating Environment The Custom Solution will be supported on the operating environment described in this section. Issues that are caused by using Custom Solution in a different environment will be out of scope of this agreement: • Production Environment in Bentley Managed Services 3.2 Project Deliverables and Acceptance Bentley will deliver the following items as a part of this maintenance agreement: Item # Deliverable Description Responsible Role(s) Di Custom Solution Build (annual first) Scheduled issue fix with delivery timeframe to be mutually agreed upon by the PMs. Bentley and City Project Managers D2 Custom Solution Build (annual second) Scheduled issue fix with delivery timeframe to be mutually agreed upon by PMs. Bentley and City Project Managers D3 Deliverable Acceptance Form PDF document(s) listing the deliverables and acceptance by the City PM. Bentley and City Project Managers February 13, 2019 8 www.bentley.com BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining �ill�dlf The City Project Manager or identified designee(s) will review and approve deliverables identified in this proposal. The deliverable acceptance process will be as follows: • When complete, Bentley shall submit final deliverables and a copy of a "Deliverable Acceptance Form" to the City Project Manager or identified designee(s), who will conduct a review to determine the deliverables' conformance with the agreed upon Custom Solution Build priority list. Upon completion of this review the City Project Manager or designee(s) will complete the Deliverable Acceptance Form indicating acceptance or rejection and return it to the Bentley Project Manager. • If a deliverable is neither accepted nor rejected within ten (10) business days, the deliverable will be deemed to have been accepted by the City without change or comment. The City may also request an extension to the ten (10) business -day acceptance period, which will not be unreasonably withheld by Bentley unless it affects the project schedule, which could then trigger a change request that may impact the project timeline, resources and/or cost. If the City rejects a deliverable, the City will provide Bentley with a written description of why the deliverable is rejected on the Deliverable Acceptance Form. If the identified deliverable discrepancies are mutually agreed to be within the agreed upon Custom Solution Build priority list, Bentley shall rework the deliverable to achieve its conformance. If the discrepancies are mutually agreed to be outside the priority list, the City shall accept the deliverable as -is. If the parties cannot come to an agreement regarding the discrepancies, the issue shall be elevated to respective management teams to discuss the deliverable and the Custom Solution Build priority list in detail. Bentley will track status of all project documentation including the deliverable approval process and status. Bentley will inform the City if delays are to be incurred due to deliverable acceptance documents not being signed and returned in a timely manner. Bentley will indicate any potential impact to the project timeline for delayed acceptance. 3.3 Schedule and Maintenance Period The one-year period will commence from September 29, 2018 and expire on September 28, 2019. Only Service Tickets reported during this period will be included under this maintenance agreement. 3.4 Staffing The Bentley personnel assigned to this project will be: • Project Manager - The single point of contact, responsible for Project deliverables from Bentley - Logistics Adherence to schedule and budget • Consultants - Responsible for responding to Customization Solution issue tickets and making fixes as required February 13, 2019 9 www.bentley.com ji BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 4. Commercial Information 4.1 Pricing Bentley will provide the customization maintenance services described in this proposal on a Fixed Fee basis. Material Description Quantity Customization Maintenance Services — one year 1 $54,000 USD Services will be provided remotely. In the event the City of Corpus Christi and Bentley determine that on-site services are needed, a separate proposal detailing the services and accompanying expenses will be required. Bentley will invoice for the annual amount in advance upon receipt and acceptance of a purchase order. February 13, 2019 10 www.bentley.com BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu l l d l f 5. Assumptions, Limitations, Exclusions, and Constraints The following assumptions have been made regarding this project which determine the project cost estimate, deliverables, production schedule, and project staffing. • City of Corpus Christi will assign a point of contact, City Project Manager or SME, who can coordinate with the Bentley Project Manager on the tasks and priorities. This representative is also responsible for ensuring the City and Infor tasks are performed to facilitate progress on activities. • The Bentley Project Manager and Consultants will work during normal business hours Monday to Friday. Any exceptions to this must be mutually agreed by Bentley and City of Corpus Christi Project Managers. • Resolving issues in Bentley standard products is covered in the SELECT Agreement. • Bentley will perform work remotely. On-site activity is not included. • City of Corpus Christi SMEs will be available per agreed upon schedule to work with Bentley to: — Provide reproduction of each reported issue in the Quality Assurance Environment, - Conduct UAT within one week of scheduled build deliveries available in the Quality Assurance Environment. • City of Corpus Christi will sign off on the acceptance form for scheduled build deliveries at conclusion of UAT. • Only Service Tickets reported during this period will be included under this maintenance agreement. Whether these Tickets will be resolved depend on the build release schedule. • Additional enhancements or modified enhancements (if requested by the City) will be prorated in a change request to this contract. 5.1.1 Exclusions The activities, which are not included with this maintenance agreement, but can be included in a separate agreement or proposal include: 1. Functional changes and enhancements to Custom Solution. This includes P4 issues. Any such change, either initiated by a (new) wish from the City to change the solution, or because a new version or release of Bentley product provides enhancements out-of-the-box. 2. Resolving issues caused by the City failing to follow reasonable workaround instructions or failure to incorporate required fixes on non -Bentley systems. 3. Resolving issues not on the production environment. February 13, 2019 11 www.bentley.com BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 6. Terms and Conditions Bentley will perform the work described in this Proposal under the terms and conditions of the Bentley SELECT Program Agreement by and between Bentley and City of Corpus Christi with CLA Number 14576635 (collectively hereafter, the "SELECT Agreement"). Bentley may take steps as appropriate to update your SELECT Agreement, which may be a prerequisite to the performance of any work hereunder. Additionally, unless your SELECT Agreement states differently: • Should you wish to proceed, please complete and sign the proposal acceptance below and email it to Becky.Horsfall@Bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. • Bentley will invoice as follows: — The Initial Term fee shall be invoiced upon Bentley's formal notification that Subscriber's purchase order (or equivalent notice to proceed) has been accepted. — Thereafter, Bentley shall invoice Renewal Term fees in advance of any subsequent Renewal Term. — Bentley will invoice separately for actual expenses (e.g. airfare, rental car, meals, accommodations, conference calls, reproductions, etc.) related to the services described in this proposal. • Prices shown on this quotation are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If your account is exempt from standard taxes, please provide supporting documentation with your order. • Consulting days will be eight hours each. The exact length of the working day will depend upon your countries regulations. • The parties agree that if there are any additional or different terms or conditions appearing on any purchase order(s) issued to Bentley by your organization after the date of this proposal, any such additional or different purchase order terms or conditions shall not apply to the products and services described in this proposal, even if Bentley executes the purchase order and/or even if Bentley processes the order. For any of your organization's additional or different terms or conditions to be binding on the parties (whether appearing on a purchase order or otherwise), the parties agree to implement any such additional or different terms or conditions via a separate written agreement only; otherwise no such terms and conditions shall apply to the project described in this proposal. In any event, the parties agree that at all times the applicable SELECT Agreement, as well as the terms and conditions of this proposal, shall always take precedence over any and all other documents that may pertain to this transaction, specifically including, without limitation, any terms and conditions accompanying your organization's purchase order(s), whether accepted by Bentley or not in accordance with this paragraph. • The Scope of Services in this proposal is based upon information provided by Subscriber. Circumstances not contained in this information, or otherwise unknown to Bentley, may require an addition to the proposed scope of services. Moreover, any additional work that you may engage Bentley to execute will be subject to either a separate proposal or change control, and pricing where any discounts offered herein may not be available irrespective of whether it is completely new work or related to works delivered on the basis of this proposal. Pricing, terms, and conditions of this proposal are valid for 60 days from the submittal date of this document. To avoid delays in processing, please ensure the purchase order is signed, references the Bentley SELECT Program Agreement or any other contractual agreement in place, references this proposal, the Bill To address and payment terms of Net 30 Days. Credit terms are subject to approval by Bentley's credit department. February 13, 2019 12 www.bentley.com BentteW Sustaining Intraslructuro Transit Power Generation Communications Cadastre Land Development Mining Bu I ld l r 7. Acceptance If you would like us to bill this proposal against a purchase order, please indicate the purchase order number below and attach a copy with your signed acceptance of this proposal. Please bill against PO # Purchase order is not required. We will accept Bentley's invoice on the basis of this signed proposal. Company Name: City of Corpus Christi Date: Signature: Bill To: Printed Name: Printed Title: Ship To: Bentley Opportunity: 3061379 Proposal Title: 2018-2019 eB EPR Customization Maintenance Bentley Project No: P013876 February 13, 2019 13 www.bentley.com Bentley 1,1h '1 Proposal for AssetWise Coaching and Support Prepared for: City of Corpus Christi February 13, 2019 City of Corpus Christi ASSETWISE COACHING AND SUPPORT Advancing Infrastructure Bentley Systems, Incorporated, 685 Stockton Drive • Exton PA • 19341 • 1 -800 -BENTLEY • +1 610-458-5000 February 13, 2019 Peter Collins 1201 Leopard St Corpus Christi, TX 78401-2825 Phone: 361-826-2489 Subject: AssetWise Coaching and Support Consulting Services Dear Peter, Bentley Systems, Incorporated ("Bentley") is pleased to provide this proposal to the City of Corpus Christi (City) for Coaching and support services. These services will be provided on a time and materials basis. Per our discussions, the City of Corpus Christi is requesting the following services: • Demonstrate a walk-through of the system • Provide coaching to the City's Subject Matter Experts (SMEs) to gain knowledge of the deployed solution • Assist SMEs to practice and test on the Bentley hosted QA environment • Provide short-term production support Bentley has a history of client satisfaction and we view the City of Corpus Christi success as our success. If you need additional information or would like to discuss the details of the proposal, please feel free to contact me. Upon acceptance and receipt of a signed Purchase Order, Bentley will assign a Project Manager as a point of contact to schedule professional consulting services as needed as described in the following pages. Sincerely, Becky Horsfall Account Manager Becky.Horsfall@bentley.com 512-815-2001 (office) 512-784-5816 (cell) Bentley Systems, Incorporated February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT F211° i,„- -11 Advancing Infrastructure Contents 1. Services to be Delivered 4 1.2 City Personnel Roles 4 1.3 Walk -Through Demonstration 4 1.4 AssetWise SME Coaching 5 1.5 Practice and Testing Support 5 1.6 Production Support 6 2. Schedule 6 3. Staffing 6 4. Assumptions, Limitations, Exclusions, and Constraints 7 5. Pricing 8 6. Terms and Conditions 9 February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT 1. Services to be Delivered City of Corpus Christi requested that Bentley provide a proposal to provide services for the following activities: • Demonstrate a walk-through of the system • Provide coaching to the City's Subject Matter Experts (SMEs) to gain knowledge of the deployed solution • Assist SMEs to practice and test on the Bentley hosted QA environment • Provide short-term production support Note that long term standard support is included in the software subscription. Customization support can be provided via a customization support contract. 1.2 City Personnel Roles The following City personnel roles are required for the Bentley services to be delivered: • City Project Manager or primary point of contact. This person is responsible for coordination between the Bentley Project Manager and City personnel. • Infor SME(s). City personnel who are already familiar with the business processes navigating the Infor system before this project starts. • AssetWise SME(s). City personnel who will be coached on navigating the Bentley Assetwise system. The AssetWise SME will also need to be knowledgeable about the City's business process. 1.3 Walk -Through Demonstration This task is a walkthrough of the system demonstrating AssetWise solution. Tasks for this walk through are: • A meeting between Bentley consultant and Infor SMEs will be conducted to decide on the scenarios and processes to be demonstrated. • Bentley consultant and Infor SMEs will collaborate and prepare for the demonstration. • Bentley consultant and Infor SMEs will conduct the demonstration remotely. Pre -Requisites: (before the walk-through) • City's QA environment hosted by Bentley is available • Infor QA environment is available • Infor and AssetWise SMEs prepare demonstration scripts with support and input from Bentley consultant • Infor and AssetWise SMEs and Bentley consultant perform dry run of the demonstration scripts February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT Co -Requisites: (during the walk-through) The following personnel are required during the demonstration: • Infor SME(s) • AssetWise SME(s) • Bentley Consultant 1.4 AssetWise SME Coaching Coaching will be provided for up to 4 City personnel. After coaching, these personnel will become the AssetWise SME(s) and trainers to end users of the AssetWise system. Services to be provided are: • Discuss and decide on a coaching agenda among the Infor SME(s), Assetwise SME(s) and Bentley consultant • Participate and support in the preparation of coaching materials • Remote coaching — two sessions Pre -requisites: • City's QA environment hosted by Bentley is available • Infor QA environment • Infor SME, AssetWise SME, Bentley consultant prepare coaching agenda and materials Co -Requisites: • Infor SME(s) • AssetWise SME(s) • Bentley consultant 1.5 Practice and Testing Support After receiving coaching, AssetWise SMEs will be able to and responsible for the development of test cases and scenarios to practice and test the system. Services to be provided are: • Support AssetWise SMEs to practice • Support Infor SMEs and AssetWise SMEs to develop test cases • Answer practice and testing questions The City SMEs will conduct the practice and testing on their own with scheduled remote meetings for Bentley support. Pre -requisites: • City's QA environment hosted by Bentley is available • Infor QA environment • Infor SME and AssetWise SME prepared test cases (scenarios or scripts) February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT 1.6 Production Support Bentley proposes ad hoc call off support for a maximum period of two weeks. Only used hours will be billed. If after-hours on-call hours are required from a consultant during the project, the labor charge will be 25% of the on-call duration or the actual time engaged, whichever is more. 2. Schedule A high-level timeline is proposed below: Activity Duration Walk -Through Demonstration 2 weeks AssetWise SME Coaching 3 weeks Practice and Testing 4 weeks Production Support 2 weeks Upon receipt of a signed copy of this proposal and acceptance of a purchase order, each activity will be scheduled to reflect specific dates and times that are mutually acceptable to Bentley and the City. The performance period for this proposal will expire within nine (9) months after the start of work. The effective start date will be the Purchase Order date. The performance end date will be nine months after that date. 3. Staffing The key Bentley personnel assigned to this project will be: • Project Manager —The single point of contact responsible for the management of stakeholders, risks and issues, schedule, and budget, as well as logistics and project status reporting. • Senior Consultant — Responsible for consulting services • Instructor — Responsible for coaching delivery to users and administrators February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT 4. Assumptions, Limitations, Exclusions, and Constraints The following assumptions, limitations, exclusions, and constraints have been made regarding this project which may impact the project cost estimate, deliverables, production schedule, and project staffing. 1. The City is responsible for all hardware and 3rd party software licensing. 2. Bentley's hosted QA environment license agreement is in effect. 3. Customization defects, if found, are not within the scope of this project. They can be supported via a separate Customization Support and Maintenance contract. 4. Unused funds allocated to one task or allocated to a Bentley role can be used for another task or by another role as long as the total consumed amount does not exceed the proposal amount. 5. If after-hours on-call support is required from a consultant, Bentley will provide a support schedule for the on-call duration. The standard response time will be 4 hours or less. Immediate response times (less than an hour) can be accommodated at a higher cost. February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT 5. Pricing The pricing, terms and conditions of this proposal are offered on a Time and Materials basis. Pricing is based on Bentley's GSA contract: GSA Approved modification Bentley GS35F0453L. Activity Estimated H r. Rate Extended Walk -Through Demonstration 16.00 244.33 $3,909.28 AssetWise SME Coaching 30.00 244.33 $7,329.90 Practice and Testing Support 24.00 244.33 $5,863.92 Production Support 24.00 244.44 $5,863.92 Project Management 19.00 268.77 $ 5,106.63 Total 113.00 $28,073.65 Prices shown are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If your account is exempt from standard taxes, please provide supporting documentation with your order. February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT 6. Terms and Conditions Bentley will perform the work described in this Proposal under the terms and conditions of the Bentley GSA Federal Supply Schedule Contract No. GS35F0453L (collectively hereafter, the "Agreement"). Additionally: • Should you wish to proceed, please complete and sign the proposal acceptance below and email it to Becky.Horsfall@bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. • If your company issues purchase orders: — Please email the purchase order to Becky.Horsfall@bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. — Mail the original purchase order and signed proposal to your account manager. • If your company does not issue purchase orders, please provide a written statement to your account manager that your company does not issue purchase orders and that Bentley should accept the signed proposal as indication of your order. • Bentley will invoice for expenses (i.e. airfare, rental car, meals, accommodations, conference calls, reproductions, etc.) related to the services as described in this proposal. Expenses may be invoiced separately. Exchange rates, if needed, will be determined as of the date the expense is incurred. • Prices shown on this quotation are not inclusive of applicable taxes. Applicable taxes will be included on invoices. If your account is exempt from standard taxes, please provide supporting documentation with your order. • Consulting and Coaching days will be eight hours each, except for travel days which may vary. The exact length of the working day will depend upon your countries regulations. • To keep scheduled project dates, Bentley must schedule resources, book travel, etc. If Subscriber reschedules services and notification of a schedule change is received less than two full calendar weeks before the originally scheduled date, Bentley reserves the right to charge, and Subscriber agrees to pay, a rescheduling/cancellation fee of $500 USD (or local currency equivalent) per scheduled person day plus any non-refundable reasonable expenses resulting from such changes will be charged. To minimize any such charges, please advise Bentley of any changes as soon as possible. • The parties agree that if there are any additional or different terms or conditions appearing on any purchase order(s) issued to Bentley by your organization after the date of this proposal, any such additional or different purchase order terms or conditions shall not apply to the products and services described in this proposal, even if Bentley executes the purchase order and/or even if Bentley processes the order. For any of your organization's additional or different terms or conditions to be binding on the parties (whether appearing on a purchase order or otherwise), the parties agree to implement any such additional or different terms or conditions via a separate written agreement only; otherwise no such terms and conditions shall apply to the project described in this proposal. In any event, the parties agree that at all times the applicable current Agreement, as well as the terms and conditions of this proposal, shall always take precedence over any and all other documents that may pertain to this transaction, specifically including, without limitation, any terms and conditions accompanying your organization's purchase order(s), whether accepted by Bentley or not in accordance with this paragraph. February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. City of Corpus Christi ASSETWISE COACHING AND SUPPORT • The scope of services in this proposal is based upon information provided by Subscriber. Circumstances not contained in this information, or otherwise unknown to Bentley, may require an addition to the proposed scope of services. Moreover, any additional work that you may engage Bentley to execute will be subject to either a separate proposal or change control, and pricing where any discounts offered herein may not be available irrespective of whether it is completely new work or related to works delivered on the basis of this proposal. • Once you have accepted this proposal, Bentley will commence work in accordance with this proposal. If after commencement of the work described in this proposal, however, Subscriber properly opts to terminate the project in accordance with the Agreement, Subscriber will still be invoiced by Bentley for the following: — All costs already incurred by Bentley that have not yet been invoiced. — Any and all non-refundable costs for which Bentley may be liable. • Pricing, terms, and conditions of this proposal are valid for 90 days from the submittal date of this document. To avoid delays in processing, please ensure the purchase order is signed, references this proposal, the Bill To address and payment terms of Net 30 Days. Credit terms are subject to approval by Bentley's credit department.) Signed and Accepted: Company Name: City of Corpus Christi Date: Signature: Bill To: Printed Name: Ship To: Printed Title: Proposal Title: AssetWise Coaching and Support Opportunity No. 30605157 Project No: P013869 February 13, 2019 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. 10 Bentley -\\Emk About Bentley Systems R Ilk IA\ Bentley Systems is a global leader in providing architects, engineers, geospatial professionals, constructors, and owner -operators with comprehensive software solutions for advancing the design, construction, and operations of infrastructure. Bentley users leverage information mobility across disciplines and throughout the infrastructure lifecycle to deliver better -performing projects and assets. Bentley solutions encompass MicroStation applications for information modeling, ProjectWise collaboration services to deliver integrated projects, and AssetWise operations services to achieve intelligent infrastructure — complemented by worldwide professional services and comprehensive managed services. Founded in 1984, Bentley has more than 3,000 colleagues in over 50 countries, more than $600 million in annual revenues, and since 2008 has invested more than $1 billion in research, development, and acquisitions. Additional information about Bentley is available at www.bentley.com and in Bentley's annual report. For Bentley news as it happens, subscribe to an RSS feed of Bentley press releases and news alerts. Visit The Year in Infrastructure Conference website for highlights of Bentley's premier thought -leadership event, To view a searchable collection of innovative infrastructure projects from the annual Be Inspired Awards, access Bentley's Infrastructure Yearbooks, To access a professional networking site that enables members of the infrastructure community to connect, communicate, and learn from each other, visit Bentley Communities. Contact Bentley Bentley Worldwide Headquarters 685 Stockton Drive Exton, PA 19341, United States 1 -800 -BENTLEY (1-800-236-8539) Outside the United States +1610-458-5000 Bentley EMEA Bentley Systems International Limited 2 Park Place Upper Hatch Street Dublin 2 Ireland Phone: +353 1 436 4600 Fax: +353 1 416 1261 Bentley Asia Bentley Systems Beijing Co., Ltd. Unit 1402-06, Tower 1 China Central Place, Beijing 100025 China (+86) 10 5929 7000 Benttey® Advancing Infrastructure Infrastructure Invoice Page 1 of 3 Bill to party Summary Invoice Number 47976297 City of Corpus Christi Invoice Date 01/22/2019 Accounts Payable PO Number PO Box 9277 Customer Number 4077077 CORPUS CHRISTI TX 78469-9277, USA Currency USD SELECT Volume Discount -5.00% Remittance Information SELECT Billing Period 09/29/2018 - 09/28/2019 Payment Terms: Net 30 Days Mail payment to: Bentley Systems, Inc. Please reference your customer and invoice number with your PO Box 828836, Philadelphia, PA 19182-8836 payment. Electronic transfer to: Bentley Systems, Inc. Bank: PNC Bank SWIFT code: PNCCUS33 Acct No.: 8013590333 Fulfillment Electronically Delivered ABA: 031207607 Federal Tax Id. 95-3936623 GSA Contract # GS35F0453L Item Description 10 Bentley CONNECTIONS Passport - Annual 20 eB Information Manager SELECT Sub 30 ProjectWise InterPlot Server SELECT Sub 40 eB QuickLinks SELECT Subscription 50 Bentley SewerGEMS Unlimited Pipes Sub Qty Total 61 7,249.54 1 6,080.50 1 787.34 1 2,026.83 1 6,080.50 Total Amount Tax Amount Total Invoice Amount 22,224.71 0.00 22,224.71 Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Fr- Benttey® ...A Advancing Infrastructure Details Page 2 of 3 Invoice Number 47976297 Ship to: City of Corpus Christi Permits & Bldg Inspection 2406 Leopard St CORPUS CHRISTI TX 78401, USA Description Qty Unit Price Gross Price Discount/Surcharge Total Bentley CONNECTIONS Passport - Annual 09/29/2018 - 09/28/2019 61 125.10 7,631.10 -381.56 7,249.54 eB Information Manager SELECT Sub 09/29/2018 - 09/28/2019 1 6,400.53 6,400.53 -320.03 6,080.50 ProjectWise InterPlot Server SELECT Sub 09/29/2018 - 09/28/2019 1 828.78 828.78 -41.44 787.34 eB QuickLinks SELECT Subscription 09/29/2018 - 09/28/2019 1 2,133.51 2,133.51 -106.68 2,026.83 Site Subtotal Tax Site Total 0.00 % 16,144.21 0.00 16,144.21 Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Benttey® Advancing Infrastructure Details Page 3 of 3 Invoice Number 47976297 Ship to: City of Corpus Christi Wastewater Department 2726 Holly Rd CORPUS CHRISTI TX 78415-4112, USA Description Qty Unit Price Gross Price Discount/Surcharge Total Bentley SewerGEMS Unlimited Pipes Sub 09/29/2018 - 09/28/2019 1 6,400.53 6,400.53 -320.03 6,080.50 Site Subtotal Tax Site Total 0.00 % 6,080.50 0.00 6,080.50 Export Control: You acknowledge that these commodities, technology or software are subject to the export control laws, rules, regulations, restrictions and national security controls of the United States and other agencies or authorities based outside of the United States (the "Export Controls"). You must not export, re-export or transfer, whether directly or indirectly, the commodities, technology or software, or any portion thereof, or any system containing such commodities, technology or software or portion thereof, without first complying strictly and fully with all Export Controls that may be imposed on them. The countries subject to restriction by action of the United States Government or any other governmental agency or authority based outside of the United States, are subject to change, and it is your responsibility to comply with the applicable United States Government requirements, or those of any other governmental agency or authority based outside of the United States, as they may be amended from time to time. For additional information, see http://www.bis.doc.gov Bentley is subject to the United States Department of the Treasury Office of Foreign Assets Control (OFAC) Sanctions Programs regulations. Those regulations require Bentley not engage in transactions (1) with designated persons and entities set forth on OFAC's Specially Designated Nationals List ("SDN List"), see http://www.treasury.gov/ofac/downloads/ctrylst.txt , or (2) where a customer intends to finance a purchase of Bentley software and/or technology through new debt or equity by or for entities identified on OFAC's Sectoral Sanctions Identifications List ("SSI List"), see http://www.treasury.gov/ofac/downloads/ssi/ssi_ctrylst.txt. Accordingly, Bentley will not engage in such transactions. Bentley Systems, Incorporated 685 Stockton Drive, Exton, PA 19341 Phone: 1 800 513 5103 Fax: +1 (610) 458 2779 Website: www.bentley.com E-mail: bac@bentley.com Bentley BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM. AGREEMENTBentley SELECT' NORTH AMERICA Bentley SELECT Agreement CLA Number )115 � (i 35 Ihis SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to time, the "Agreement") is made as of the Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 685 Stockton Drive, Exton, Pennsylvania 19341; and the subscriber identified below ("Subscriber') All references herein to "Bentley' include Bentley Systems, Incorporated and its direct and indirect subsidiaries Subscriber desires to enter into this Agreement to subscribe to the Bentley SELECT® Program ( SELECT Program') to acquire licensing privileges and services offered fi:orn time to time under the SELECT Program, all as more fully described in the lettered exhibits attached hereto Subscriber,upon signing .this Agreement,: is bound by the terms of this Agreement and Exhibits A and B hereto Subscriber shall be bound by any amended of supplemental exhibit provided by Bentley upon Subscriber's license or purchase of products or services to which such amended or supplemental: exhibits apply he lettered exhibits attached to this Agreement are incorporated herein and made a part of this Agreement, as such exhibits may be updated, amended and supplemented with additional exhibits from time to time upon thirty (30) days after delivery through electronic or other' means to the Subscriber; provided, that as to particular products and services licensed or purchased hereunder; Subscriber shall be bound by the form of the exhibits m effect at the time the products or services are licensed or provided. Upon any renewal of this Agreement, the updated; amended or' supplemented exhibits in effect atthe time of such renewal, if any, shall be applicable to all licensing privileges and services under the SEL ECT Program provided from and after the date of such renewal. Notwithstanding theforegoing, unless. Bentley and Subscriber agree otherwise by a writing duly executed by authorized representatives of the parties, no :amendment or supplementto the exhibits to this Agreement after any perpetual Iicensepurchase shalllimit or impair the rights of Subscriber under the perpetual license terms and conditions in effect at the time such license is aequir'ed, For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section 1 of the General 'Ter ins and Conditions included as Exhibit 13 The term of this Agreement is set forth in the General Terms and Conditions under the caption "Term, Termination," The reruns of all Product licenses acquired hereunder shall be as set forth in Section 5 of -Exhibit A to this Agreement, and all Product licenses .hereunder are subject to the termination provisions applicable to such licenses in Section 5 of. Exhibit A to this Agreement and in the General Tex ms and Conditions. Subscribers inay not use the licenses, services and other benefits provided under this Agreement for purposes of developing software applications for distribution outside of their organization or. for providing end-user training on Bentley. Products other than to internal end users. If your organization fails into either of the foregoing prohibited categories, then please contact Bentley about other programs that ate better stilted for your business BY SIGNING .BELOW, SUBSCRIBER ACKNOWLEDGES THAT, IHROUGH lr5 AUIHORIZED REPRESENTATIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED "EXHIBITS), AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAS 'THE AUTHORITY TO ENTER INTO THIS AGREEMENT:. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ' ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTED COPY OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY SLIIISCRIFIFR j 7af Gam' revel 7.5 IS 77 Company Nath Signature --��++ lNl e -r~!/4- 4 at e' Printed Name 1#764.,, tv+I ixetnp Triffle E-mail Aderisi Address: P. 0. RAc. ? Ctv sCre-Aa rt,'i'7C 7staio-g2-77 Telephone: (36;) 8z6- 3s p e Date Signed: 5a002520-1/0005 6/11 BENNlfLEl SYS TIJIaiS,INCORPORA TED riled 'am Vice Prasidtnt, Financial Operations Title 685 Stockton Drive Exton, Pennsylvania 19.341 Telephone: 6 i 0-458-5000 Date Signed: '1--6 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 Gen oral Subscriber agrees to purchase SELECT' Program coverage for all Bentley Products licensed and CAIS acquired by Subscriber. Bentley shall provide SELECT Program services to Subscriber for all Bentley Products licensed by Subscriber.: subject to the provisions of this Agreement, Subscriber may complete and submit to Bentley a supplemental form referenced by Bentley as Attachment 1 (-Attachment 1"). and if completed Attachment 1 shall be incorporated into this Agreement, provided that (except with respect to the duration of the initial term of the Agreement) in the event of any inconsistency between this Agreement and Attachment 1, this Agreement shall control with respect to Subscriber's SELECT Program subscription Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added autotnatically to Subscriber's SELECT Program coverage hereunder and the additional SELECT Program Fees will be included in Subscriber's periodic invoices for SELECT Program. services . SELECT Support Services 2 01.. Bentley may provide SELECT support services to Subscriber either directly nr, at its discretion, through aulhoriaed Bentley Channel Partners A Channel Partner's authorization may be limited to a particular Site or. Sites Subscriber acknowledges that Channel Partners are independent contractors of Bentley, and that there is no eniploycrfernployee relationship between Bentley and its Channel Partners- 2 artners 2 02 Bentley shall provide Technical Support services to Subscriber, avhieh includes telephone, facsimile, electronic nail, and Internet based support to assist Subscribers regarding the use of Bentley Products, CALs and services (however, not to include professional services or professional training services) and reasonable .efforts to respond Tel technical inquiries within four ]yours during regular business hours. The telephone portion of Technical Support services will be available seven days a. week. 24 hours per day, provided that after normal business hours at a Subscriber's regional support location: Subscriber may be requiredto contact another Bentley support center 2 03 Bentley shall have no obligation to provide a response or other service hereunder if Subscriber's technical inquiry .is caused by: (a) incorporation of attachment of a feature. program, or device to a Product not approved or supplied- by Bentley; (b) any nonconformance caused by accident, transportation,neglect, misuse: alteration modification, or enhancement of a Product; (c) failure tet provide a suitable installation environment; (d) use of the Product other than as described in its Document Set or as authorized under this Agreement; or (e) failure to incorporate any Update previously released by Bentley Bentley shall offer SELECT support services for a given version of a Product, for al least twelve months, or until two Upgrades have been released by Bentley whichever occurs first 2 04 If Subscriber experiences a pmductionestopping anomaly., Bentley will use goad faith efforts to create an appropriate solution and deliver it electronically, or through such other means as Bentley may choose in its sole discretion 3. Upgrades, Updates, and Platform Exchanges 3 01 Subscriber shall have the right to receive, at no additional charge (other than shipping and handling,. if applicable), Upgrades and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available Subscriber shall also have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (ether than a Subscription License) covered by the SELECT Program on one SE1002520-1/0005 6/11 platfomrfor an equivalent license for such Product on another platform (a' Platform Exchange-') 3 02 Such Upgrade, Update, or Platform Exchange may be in. downloadable electronic furan, or any other means as Bentley may choose from time to lime in its sole discretion 3 03 In order for Subscriber to be eligible to receive Upgrades, Updates. or Platform Exchanges. Bentley may require that Subscriber£ first return the Product (or component thereof:, such as hardware lock os. Ci] ROM) subject to the Upgrade. Update or Platform Exchange directly to Bentley 3 04 If Subscriber receives an Upgrade and uses such Upgrade then Subscriber's aggregate use of the Upgrade and rhe original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange SEI.,EC'T Online. Subscriber shall receive access to SELECT Online as set forth below and in more detail in the applicable online agreement found at www beetle) corn (the "Online Agreement"): 4 01 Bentley may, from time to time, offer certain services, including, but nett limited to, training services, to. its SELECT subscribers on a computer onlineservice, electronic bulletin board, Internet site or through technology developed in the future (°'SELECT' Online");. Subscriber shall use SELECT Online only in accordance with and subject to this Agreement, the terms provided herein and as supplemented from time to time in the Online Agreement that is a condition precedent to use of SELECT Online The Online Agreement supplements this Agreement but does not supersede it in any respect Ire the event of a conflict between the Online Agreement and this Agreement the terms of this Agreement shall control 4 02 Bentley shall have the sole right to control the format, content, delivery and all other aspects of SELECT Online. Bentley specifically reserves the right at any time to modify the information provided through SELECT Online, discontinue any portion of SELECT Online, or temnnate the SELECT Online service altogether without providing Subscriber any prior notice 4 03 Absent a Written agreement with Bentley to the contrary, Subscriber's use of SELECT Online. constitutes Subscriber agreement ro he bound by the teens of the Online Agreement 5.01 Product licensing Genet al (a) Existing 1 icenses. Bentley and Subscriber agree that the terms of this Agreement shall amend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thereof),. In the event of a conflict between the terms of any license agreements existing as of the Effective Date for Products and the terms of this Agreement , the terms of this Agreement shall control until termination of this Agreement, whereupon, with respect to any perpetually licensed Products. the terms of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of any such Product (b) Future Licenses. In the event that Subscriber acquire;; or licenses a copy of a Product. Subscriber's use of such Product shall be governed by the terms of the license agreement Page ?of12 BENTLEY SELECT PROGRAM AGREEMENT: SELECT Program Benefits Exhibit A Dated as of January 2010 provided with the Product upon its delivery to Subscriber, as amended or supplemented by the teens of this Agreement in effect at the time of such purchase. Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber's aceeptance of the license agreement terms provided with the Product upon its delivery to Subscriber, If Subscriber licenses additional copies of a Product that is aiready Iicensed by Subscriber, such additional Iicenses may be authorized through delivery of a new License Key and without delivery or download of any additional Product in such instances, Subscriber agrees that the license agreement terms contained of cross-referenced in the License Key shall govern Subscriber's use of such Prodect In the event of a conflict between the terms of the license agreement provided with a Product upon its delivery. 50 Subscriber and the terms of this Agreement in effect at the time such. Product is purchased, the terms of this Agreement in effect at the time such Product is purchased shall control for the teen of this Agreement However, with respect to any perpetually Licensed Product, upon any termination of this Agreement the terms and conditions of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of the Product (e) No Transfers, Subject to Section 8 01 of Exhibit B, Subscriber shall not sell; transfer, assign., grant a security interest ir1, sublicense, loan., lease or rent any of its rights under its CALs or licenses to use Bentley Products without the prior written consent of Bentley. If consent is given by Bentley; Subscriber may permanently .transfer a license to another end usm. provided all software and related documentation .and media covered by such license are transferred to the transferee end user and the Subscriber does not retain any copies thereof; and provided firrther that the transferee end user agrees in writing with. Bentley to cover all of its CALs and licensed Products under the SELECT Program and be bound .by the terms of the license agreern nt then in effect for such CAL or Product (d) Na Commercial Hosting Products arelicensed for Production Use only. Produets may not be used to provide cotntnercinl hosting services or as the basis for fee or transaction based services 5.02. Licensing Programs. Unless otherwise specifically set forth herein, Bentley Products are licensed on a Per Device basis as set forth in the applicable end user license that ships with the Bentley Product The following lieeensing programs are not available for all Products; please check SELECT Online to see which Products are eligible for the. respective licensing programs (absent a specific designation of eligibility, a Product is ineligible for arty such program), Bentley reserves the right to add or retno:Ve any Product from eligibility lot licensing under the following programs, Bentley reserves the right to discontinue any of its licensing programs at any time, without notice to Subscriber However, until renewal or termination of this Agreement, such termination of any licensing program shall not affee.t thelicenses for Products previously grantedpursuant to such terminated licensing program- For purposes of clarity all licenses previously granted pursuant to a terminated licensing program shall terminate upon the renewal or termination of this Agreement. (a) Pooled Licensing, It a Product is designated as eligible on SELECT Online, then Bentley hereby grants to Subscriber a limited non -transferable nonexclusive right to use such Product for Production Use only on multi-user computer networksand to install a licensed Product on morethan one computer to ]yard disk. provided that ail users under this arrangement are at the same Site and the number of users that Use a Product during any one interval does not exceed the number olfcopies of such Product for which Subscriber has licenses at such Site Any SE1002520 1/0005 6/11 Subscriber using pooled licensing hereby agrees to install and implement Bentley's SELECTserver or such other Bentley licensing technology as may be required by Bentley from time to time to monitor usage Subscriber agrees and acknowledges that Bentley's SELECTserver will from time to time transmit to Bentley the usage log files generated by SELECTserver or such other Bentley licensing technology Subscriber agrees to allow the above transmission to Bentley or otherwise to transmit. to Bentley true and accurate copies of such usage log files. For purposes of clarity. the right to pool licenses of Products granted to Subscriber pursuant to this Section 5 02(a) of Exhibit A shall terminate in the event of any terrrtination or nonrenewal of this Agreement„ notwithstanding that the. subject Products may be licensed on a perpetual basis The pooled licensing benefits set forth in this Section 5 02(a) of Exhibit A are not applicable to Server Products Client Software and associated CAC s (b) No- Charge Licenses (I) If a Product is designated as eligible on SEI EC r Online Subscriber is hereby entitled on a non-exclusive basis, without payment of license fees but otherwise subject to the towns of this Agreement, to create Production Use copies.. for use only by Subscriber, of certain Products made available by Bentley from time to time and which are designated by Bentley as no -charge software: Subscriber is entitled to redistribute such Products; which are . designated by Bentley as available for such redistribution, in machine readable form to third parties to which Subscriber distributes its Bentley Products files; provided that Subscriber procures each such third party's agreement not tofirrther redistribute such Products. Unless Bentley specific -idly aathorier. otherwise in writingsuch free licenses granted or redistributed hereunder will expire upon termination of this Agreement (2) For each of Subscribes licenses of a Product designated by Bentley as eligible on SELECT Online, Subscriber may at no charge receive a single CAL allowing cute additional User (which User inay, under the terms of Section 5,02(1) of Exhibit A, be an External User) of that designated Product to install and use Client Software to access any properly licensed Server Products; for Production Use, and in accordance with Section 502(f) of Exhibit A Such CATs granted hereunder will expire upon termination of this Agreement. (c) Horne Use Licenses Untess Subscriber notifies Bentley in writing that Subscribei's employees shall nut be entitled to obtain home use editions of a Product, Bentley will distribute upon an employee's request made through Subscriber's site administrator, and permit Subscriber's employees to use, without charge, home use editions of certain Products (for. which such editions are available, as designated on SELECT Online) in accordance with the terms set forth in the license agreement provided with such hone use edition of a Product, as amended and supplemented by this Agreement.. Restrictions on home use licenses include the following: home use licenses are nut prantitted 1.0 beused for Production Use or any commercial use, including training; home use licenses are not for use in Subscriber's offices; home use licenses may not be stored on any electronic media; home use licenses must be permitted 1111 Subscriber's jurisdiction The totalnurnbex of home use editions available to Subscriber's employees may not exceed the number of Subscriber's Product licenses to which the home use editions relate, Home use editions of Products are ineligible for Technical Support even if Subscriber has purchased SELECT Fromm services Subscriber shall not be responsible for. ensuring compliance by its employees with the Bentley home Page 3 of 1;2 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 use license nor shall Subscriber be liable for any breaches of such license by its employees. Such home use licenses granted hereunder Will expire upon termination of this Agreement (d) Evaluation 5fProducts. if a Product is designated as eligible on SELECT Online, Bentley hereby grants to Subscriber,. subject to its compliance with the procedures of this Section 5 02(d) of Exhibit A, a limited nontransferable nonexclusive right to create, using SELECT Online (following the registration requirements set forth on SELECT Online). ane (1) copy per Site of each Product contained on SEL ECT Online solely for l valuation Use of such Product, provided that Suh.4criber shall have no right to create evaluation copies of Products previously licensed by Subscriber, The duration of use of an esaluation copy shall not exceed thirty (30) days, and Bentley may provide the Product .with n mechanism that will cause the Product to titne out or expire after thirty (30) days Upon the earlier of the conclusion of such (30) day evaluation period or the termination of this Agreement, Subscriber shall destroy ail copies of Products created for evaluation hereunder and, upon request by Bentley certify such destruction in writing tel Subscription Licensing:, (1) Subscriber may, upon Bentley s approval, license certain Products . or acquire CALs.: for a specified term (a "Subscription License) A Subscription License may entitle Subscriber to license rights in a single Produet (a "Produet Subseription") or a specified portfolio of Products {a 'Portfolio Subscription") .for Production Use, in Objeei Code form and within .the Country Each Portfolio Subscription is licensed for use on a single computer at one time and its component parts or individual Product elements, if any, may not be separated fot use on mare than one computer, To be eligible to participate, Subscriber must be current on all outstanding invoices for amounts otkedto Bentley. (2) The license terra for a Product Subscription or Portfolio Subscription shall commence upon Subscriber's receipt of the License Key and, unless earlier terminated, shall continue for the retraining current term of the Agreement or such shorter term (not less than one (1) month) as Subscriber may elect at the time the purchase order is delivered and reflected in the License. Key (the 'License Term"), The License Tenn (and each suceessive tern) shall automatically renew at its expiration for a successive term equal to the then remainine term of the Agrcement, or such shorter term (not less than one month) as a Subscriber may elect at the time et' such renewal, unless either party gives notice of its election not to renew the License' Terra at least thirty (30) days prior to the expiration of the then current term The License fern for a particular Product Subscription or Portfolio Subseription shall terminate upon termination of the Agreement or in the event of non -renewal at the end of the then current L.icense Term as provided in the preceding sentence (3) The fees in effect as of the date a Subscription License for a CAL, Product Subscription or Portfolio Subscription is initiated or renewed hereunder shall remain in effect for such CAL, Product or Portfolio Subscription until the expiration or renewal date of the License Term for such CAL, Product or Portfolio Subscription. On the renewal datethe prices in effect on such date shall he applicable (4) During the License Tern, and any renewal terns, all Subscription Licenses for CA Ls Product Subscriptions and Portfolio Subscriptions shall entitle Subscriber to all 5E10025201/0006 6/11 (f) SELECT Program services that the same CALs or Products under a perpetual license would entitle Subscriber to receive. (5) Subscriber recognizes that the CALs., Products and Portfolios acquired or licensed under a Subscription License are provided to Subscriber for use only for the applicable License Terns or any renewal term In no event will a Subscription License continue beyond the cxpiration. or earlier termination of the SELECT Agreement under which it is granted. Subscriber recognizes that CAL Subscriptions Product Subscriptions and. Portfolio Subscriptions may be delivered. to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are not considered a defect of such Subscription Licenses and releases Bentley from any and all: claims, however characterized„ arising from or related to Time Clocks or their operation. Subscriber may not remove or evade Time Clocks. in the event of any inconsistency between this Section 5.02(e) of Exhibit A and any other Section or Exhibit of this Agreementor between this Section 5.02(e) of Exhibit A and the terms and conditions in the license agreement provided with any Prdduet or CAL that is the subject of a Subscription License, this Section 5 02(e). of Exhibit A shall control with respect to Subscription Licenses Client Software Benefits . "Client Access License" or -CAL'. is a license right to install and use Client Software and permit a User to access Server Products licensed bySubscriber. if Client Software is designated as eligible on SELECT Online. Subscriber tray. up to the total number of CAU licensed by Stibscribet, for Production Use only: (1) install and use Client Software; (2) permit Users, including External Users. •to access Server Products licensed by Subscriber; and (3) access Server Products licensed by an External User. and the total number of CALs counted as used hereunder shall be the number of unique Users, which nurrtber shall include External Users, recorded in the usage leg files transmitted. pursuant to this Section 5 02(f), during the term of this Agreement The parties acknowledge and agree. that an External User may be permitted to access Server Products licensed by Subscriber using a CAL owned by that External User Subscriber agrees to transmit to Bentley. upon Bentley's. request, true and. accurate copies of .the usage log files generated by Server Products or such other Bentley licensing technology as may be required by Bentley from time to. time, and information identifying any External User that has accessed Server Products licensed by Subscriber_ Upon expiration of earlier l0mM—ration. or this Agreement, the terns of the license agreement provided with the Client Software and the CAL shall thereafter govern the use of such Client Software and the associated CAL, and Subscriber shall no longer be entitled to the Client Software Benefits as set forth in this Section (g) SEL EC Iserver Subscriber may, upon .Bentley. s approval, and at no charge, receive a Subscription License for Bentley's SELECT:scrver Product (or such other server -based license management teehnology that Bentley may offer). The tends of Subscriber'suse of the SELECtserver Product shall be as set forth in the license agreement provided with the SELECTserver Produen as such terms arc amended or supplemented in this Agreement. Subscriber acknowledges that SEL.ECTserver (or such other server based license management technology that Bentley may offer) may be delivered to Subscriber with embedded Time Clocks Subscriber agrees that Time Clocks are not considered a defect of the Product and releases Bensley from any and all claims, however characterized arising from or related to lime Clocks or their operation. Subscriber may not Page 4 of 11 BENTLEY SELECT PROGRAM AGREEMENT' SELECT Program Benefits Exhibit A Dated as of 'January 2010 remove of evade Time Clocks. Subscriber agrees and aclatoeiledges that Bentley s SELECTserver will from time to time transmit to Bentley the usage log tiles generated by SEL:ECTserver or such other Bentley licensing tecimology Subscriber agrees to allow the above transmission to Bentley or otherwise to transmit to Bentley true and accurate copies of such usage log files SELECT Program Sees 6 01 Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each Product licensed or CAL acquired as of the Effective Date of this Agreement. Subscriber shalt pay to Bentley the applicable SELECT Program Fee in effect for each additional Product licensed or CAL acquired during the turret hereof as of the date such additional Product license or CAL is purchased With respect to the Products licensed or CALs acquired by Subscriber during the term.of the Agreement, the fees in place as of the Effective Date, or.. with respect to additional Products licensed or CALs acquired, as of the date of such purchase. shall remain in effect for the Subscriber until the date of the next renewal of this Agreement. at which time the lees shall be changed to those charged by Bentley as of such renewal date, pmvided that no changes int fees for Products or CALs covered shall be effective until thirty (34) days atter Subscriber receives notice of such changes: Subscription. License fees as set forth in Section 5.02(e) of this Exhibit A are inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Products licensed or CALs acquired under a Suhseription License 6 02 Bentley shall initially invoice -Subscriber for one (i) year of SELECT Program Fees for alt Product licenses and CALs as of the Effeetive Date of this Agreement Bentley shall provide Subscriber with a pro- rated. annual invoice for all Product licenses and CALs purchased during the first year following the .Effective Date of this Agreement As of the first anniversary of the Effective Date of• this' Agreement, invoices for SELECT Program Fees for Product licenses .and CALs shall be issued quarterly or annually" Invoices reflecting new Product licenses. or CAIS will include a prorated amount reflecting coverage of the Product of CAI. under the SELECT Program during the preceding invoice period plus the full arnount for the current invoice period Bentley may modify the timing of invoicing hereunder at any time. 6 03 Calculation and payment of the SELECT" Program Fee hereunder shall be based on the local price and local currency of the Subscriber's Site where the related Products or CALs are used SEL1302520-1/0005 6/11 Page 5 of 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of' January 2010 Definitions The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below: 1.01. "Agreement" means the SELECT Prograrn Agreement executed by Bentley and the Subscriber and all exhibits attachments and amendments as in effect from time to time. 1 02 "Bentley Products" or "Products" mean the software products, data and other materials previously or hereafter distributed by Bentley through delivery mechanisms detertnined in Bentley's sole discretion (including butnot limited to distribution via SELECT Online through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only for licensing hereunder including Updates and Upgrades thereto 1.03 "CAL" shall be defined as set forth in Exhibit A Section 5 02(f) herein. 104 "Channel Partner" or "Bentley Channel Partner" means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A. Section 2 1 05. "Client Software" means software that allows a Device to access or utilize (or where applicable, be.manuged ley) Server Products (and, also where applicable, to utilize certain aspects of the Products when disconnected from the Server) 106.. "Country" means the country; (i) where the .Product .is first obtained from Bentley or a Channel .Partner;. or (ii) Specified in the purchase order for which a Production Use copy of the Product may be trade or the Product is authorized to be used 1 07 "Definition of Use" shall have the meaning set forth in each License Key. 1 08.. "DeFiee" means a single personal computer; workstation terry€inal hand held computer., pager, telephone;. personal digital assistant Server, ar other electronic device 1 09 "Distribute" means distribution by Bentley ilirongh all means now known or hereinafter developed. 1 10 "Document Set" means, with respect to a Product, one copy of one of more user guides developed for use with such Product in electronic format or such other format as elected by Bentley in its sole discretion. 1 11 "Effective Bate" means the date that this Agreement is accepted by Bentley as indicated on the first page of this Agreement 1 12, "Evaluatiun Use" means the use of a Bentley Product solely for internal evaluation of such Product Evaluation Use expressly excludes use in connection with ongoing projectsuse for compensation of any kind and Production Use.. 1 13. "External User" means any User (not an organization) who is not: (i) one of Subscriber's full-time. part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at Subscriber's place of business or work -site. 1 14. "License key" means thedocument furnished by Bentley in electronic or such other format as determined in Bentley's sole discretion, to Subscriber identifying the Product licensed and authorizing use of a Product 1.,15- "License Terrn" shall be defined as set forth in Exhibit A Section 5.02(e)(2) herein. stiouslt1.7/Dori 6/11 1 16. "Object Cade" means the Products in a machine readable form that is not convenient to human understanding of the program logic, and that can be executed by a computer using the appropriate operating system without compilation or interpretation Object Code specifically excludes source code. 1 17 "Online Agreement' shall be defined as set forth in Exhibit A. Section4 herein. 1 18 "Order" shall be defined as set forth in Exhibit C, Section 1.01 herein: 1 19 "Pre -Existing Works shall be defined as set forth in Exhibit C Section 1.08 herein 1 20 "Platform Exchange" shalt he defined as set forth in Exhibit A. Section 301 herein 1 21 "Portfolio Subscription" shall be defined as set forth in Exhibit A. Section 5 02{e)(1) herein 1 22 "Product Subscription' shall be defined as set forth in Exhibit A. Section 5:02(e)(1) herein 1 23 "Production Use" means use of a Bentley Product in Object Code form by a User or Device, as applicable; solely for Subscr'iber's internal production purposes, and excludes External Users (except with respect to use of CALs and access of Server Products pursuant to Exhibit A Section 5112(1) herein) and Service Bureau Use 124 "Proprietary Information" shall he defined as set forth in Exhibit 8, Section 3 06(a) herein 1 25. "SEL ECT Online" shall be defined es set forth in Exhibit A: Stiction 4 01 herein_ 1 26 "SEL ECT Program Fee" means the fee for SELECT Program services asset forth From time to time in Bentley's sole discretion_ 127 "SELECT' server" means Bentley s server -based licensing technology 1 28. "Serial Number" means a unique number issued by Bentley for identification ofa particular copy of a Product, whichnutnber shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product 1 29 "Server" means one of Subscriber s computers that can run a Server Product. 130. "Server .Product" means a Product that provides services QT functionality to Subscriber's Server(S). 1 31 "Service Bureau Use" includes managing, hosting, distributing or otherwise providing access to Products across a wide area network 1 32. "Site" means all of the discrete geographic locations at which Subscriber Uses or manages the operation of Products wit'liin the geographic boundaries of a'single Country, 1 33 "Subscriber" shall be defined as set forth on the front page of this Agreement, and with respect to Use of Products the term 'Subscriber" shall refer to: (1) one of Subscriber's full-time pad - time, or temporary employees; or (ii) agency temporary personnel or an independent contractor engaged in Production Use on assignment at Subscriber's place of business en work -site. Page 6of12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 1 3 "Subscription License" shall he defined as set forth in Exhibit A Section 5 02(e)(1) herein 1.35 "Subscription Licensing" means acquisition of a CAL or licensing of a Product ar portfolio of Products as set forth in Section 5 02(e) of Exhibit A of this Agreement. 136 "Technical Support" means telephone, facsimile, Internet and electronic mail based support to assist a subscriber to the SELECT Program as described in Exhibit A. Section 2.02 of this Agreement. 1 3 7 "Time Clocks" means copy -protection mechanisms, or other security devices which may deactivate Products or CALs, including Bentley's SELEC Iserver, after termination or expiration of the Agreement., any applicable License Tenn or any applicable renewal teen 1 38 "Update" means a maintenance release of a Product 1,39 "Upgrade" means a commercial reiease nl a Product which has substantial added functionality over the Product it is intended to replace 1 40 "Use" (whether or not capitalized) means utilization of the Product Or CAL byan individual or when a Product has been loaded into temporary memory (i,e,. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of a computer, 1 41 "User" means an individual person. 1 42 "Work" shall be defined as set forth in Exhibit C. Section 1.01 herein 1 43: "Work Product" shall be defined as set forth in Exhibit C. Section 1 01 herein ". Payment of Ben v nYtrices 2 01 Payment Terms, Subscriber shall pay eac:li Bentley invoice fox all CALs, Product licenses and services provided hereunder within thirty (30) days from the date of such invoice. Interest shall accrue on delinquent payments of such invoices at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less: In the event any payment hereunder is past due. Bentley, al its discretion, .may suspend or after notice of such overdue payment and a thirty (30) day period to cure., terminate Subscriber's services rights, and licenses provided under this Agreinnent 2 02. Taxes, Subscriber shall pay to Bentley all levied taxes that Bentley is required under applicable law to collect from Subscriber by reason of the Transactions contemplated by this Agreement, including, but not limited to sales, use, occupation, value added, excise, and property taxes (except for taxes based on Bentley's net income), If Subscriber is obligated under an applicable law to withhold or deduct taxes from any payment of SELECT Program Pees to Bentley. Subscriber shall furnish to Bentley official receipts evidencing Subscriber's payment of such taxes, 2 03. Local Price and Currency„ Calculation and payment of the SELECT Program Fee or any separate price for all CALs, Products and services hereunder shall be based on the local price and local currency of the Subscriber s Site where such CAL., Product or service is used.. 2.04 Records; Audit.. Subscriber shall maintain complete and accurate records of CALs and Product licenses prior to the date of this Agreement and its creation and use of the CALs acquired and ProducLs licensed hereunder to permit Bentley to determine whether 5E0302520 1/0005 6/11 Subscriber has complied with its obligations hereunder. These records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the CALs or Products Subscriber shall, upon seven (7) days advance written notice by Bentley, permit reasonable inspection and copying of such records by Bentley or a third -party auditor retained by Bentley at the offices of Subscriber during regular working hours intellectual Property Rights 3.,01,. Title, Reserxation of Rights Subscriber acknowledges and agrees that: (a) The Products, including the Document Sets for each Product, and any information which Subscriber obtains through the SELECT Program or the use of SELECT Online or any other means of electronic transmission,. contain proprietary information of Bentley, its licensors of other suppliers, and are protected under United States copyright laws, other applicable copyright laws, other laws relating to the protection of intellectual property.. and international treaty provisions; (b) The entire right;, title and interest in and to the Products. the Document Sets, any infornatinn Subscriber obtains through the SELECT Program or the use of SELECT Online or any other rneansof electronic transmission and al] associated intellectual property rights, shall remain with Bentley or its licensors: (e) The Products are licensed, not sold, and title to each copy of the Products shall remain with Bentley or its licensors, and shall not pass to Subscriber; and (d) .Bentley retains all rights not expressly granted 3 02 Source Code Srsbseriber shall have no right, hereunder to rearive, review„ use or otherwise have access to the source code for the Products 3 03. Copyright Notices, Subscriber shalt reproduce and include on all copies of the Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appear in or on the original media containing lite Products supplied by Bentley 3 04 Reproduction of Document Sets. Subscriber may reproduce the Document Sets for its internal non•comniercial use: only. but the cumulative number of such reproduced Document Sets may not exceed the number of Products licensed by Subscriber that correspond to the Document Sets 3 05 Reverse Engineering Subscriber may net decode, reverse engineer. reverse assemble._ reverse compile, or otherwise translate the Products. or Document Sets except and only to the extent that such activity is expressly permitted by applicabie law notwithstanding this liimitation. To the extent. that Subscriber is expressly permitted by law to undertake any of the activities listed in the previous sentence, Subscriber will not exercise those rights until it has provided Bentley with thirty (30) days prior written notice of its intent to exercise such. rights 3 06 Proprietary Information (a) Subscriber understands and agrees Tbal Bentley mayin connection with the provision of CALs, Products and services hereunder disclose to Subscriber confidential, proprietary and technical information pertaining to Bentley Products and to Bentley's technology and business practices (collectively "Proprietary Information) Subscriber ay, res to treat al] Page 7 of12 BEN TTEY SELECT P oGRA t AG EFMENT General Terms and Conditions Exhibit 13 Dated as of :January 2010 Proprietary Information in accordance with this Section 3.06 of Exhibit B (b) Subscriber shall rnaintain the confidentiality of all Proprietary Information Subscriber shall not reproduce or copy Proprietary Infornation except as permitted in this Agreement or as may be expressly authorized in writing in advance by Bentley All such copies shall be narked by Subscribe' as proprietary and confidential inforinatinn (c) Subscriber shall only use Proprietary h 1 rrration in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of sante to perform their duties pursuant to this Agreement, Subscriber shall not disclose or make Proprietary Information availableto any third party al any time fd) Subscriber shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information and in no case Tess than a reasonable degree of (e) (f) care Upon the termination or non -renewal of this Agreement, Subscriber shall return to Bentley or; if so requested., destroy all, Proprietary Information in it;¢ possession Subscriber shall have no obligation of confidentiality' with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement:, (ii) bas been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear and convincing evidence (g) Subscriber shall promptly inform Bentley upon knowledge of any actual or potential unauthorized use or disclosure of the Proprietary Information 3 07 No .Benchmarks., Subscriber may not disclose the results of arty Product testing„ including but not limited to benchmarks to any third party without first obtaining Beniley's written consent to do so 4 Limited Warranty; limitation of R cs and .L lability 4.0] Limited Warranty to Subscriber.. Except for Products licensed under Section 5.02(b). Section 5.02(e) or Section 5.02(d) of Exhibit A hereof„ which are provided to Subscriber "AS -IS and without warranty of any kind, Bentley hereby warrants for the benefit only of Subscriber that (a) for a period of ninety (90) days (,.Warranty Period") from the date of delivery to Subscriber of a Serial Number of Product, as the rase may be. the Product shall. under nonaai use. operate in substantial conformance with the functional specifications set forth in the Document Set applicabte to such Product, and (b) for a period of ninety (90) days front tate date of delivery. other products and materials famished by Bentley to Subscriber shall, under normal use, operate in substantial conformance with the Bentley documentation appiicabfc to such products and materials. If any modifications. enhancements or changes are made by Subscriber or at Subscriber's direction to the Products; if the Products are reverse - engineered, decornpiled or disassembled; or if Subscriber breaches the terms of this Agreement, then the warranties in this section shall be immediately terminated. This limited warranty gives Subscriber specific It al rights, Subscriber may have other rights which may vary from state/jurisdiction to state/jurisdiction 4.02 Exclusion of Warranties, TEE WARRANTIES STATED IN SECTION 4.01 ARE BENTLEY S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS SELECT 5E1002520-1/0005 6/11 SUPPORT SERVICES. AND OTHER MATERIALS .AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY O'T'HER SERVICE. OR MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS,. BE FREE FROM VIRUSES OR OPERATE. UNINTERRUPTED OR ERROR FREE. BENTLEY HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,. WARRANTIES AGAINST NON-]NFRINGEMENT . AND THE IMPLIED WARRANTIES OF MERCHANTABIL.IT'Y, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATES/JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES 4,03 Exclusive Remedy. The entire liability of Bentley and tiie sole and exclusive remedy of Subscriber shall be, in Bentley's sole and absolute discretion, (i) to repair or replace a Product or other materials in breach of the foregoing warranties, (ii) Jo advise Subscriber how to achieve the tame functionality with the Product as described in the Document Set through .a procedure different from that set forth in the Document Set.. or (iii) t0 return the purchase price or fees paid therefore., where written notice of' such breach, specifying the defect, is furnished. to Bentley during the Warranty Period Repaired, corrected, or replaced Products and Document Selt shall be covered by this limited warranty for ninety (90) days after the date; (a) of shipment to Subscriber ofi rerepaired or replaced Pmduets and Document Sets, or (b) Bentley advised Subscriber how .to operate the Products so as to achieve the functionality described in the Document Sets 4 0. Exclusion of Damages. IN NO EVENT SHALL BENTLEY AND ITS LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL. DAMAGES REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY. INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION. OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS, BECAUSE SOME STATES/JURISDICTIONS DO 1L0I' ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES;' THE ABOVE LIMITATION MAY NOT APPLY' TO SUBSCRIBER 4 05 Disclaimer, Subscriber acknowledges that the Products are not fault- tolerant and have not been designed, manufactured or intended for use and will not be used in the developmentof weapons of mass destruction, as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct Life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professional judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible for Subscribers use of the Products or the results obtained from such use. The Products are intended only to assist Subscriber in its business, and are not meant to be substitutes for Subscriber's independent testing and verification of stress safety utility or other design parameters Page 8 of 12 BENTLEY SELECT PROGRAM AGREE iEI General Terms and Conditions Exhibit B Dated as of January 2010 4 06, Limitation of Bentley Liability.. 1N ITIE EVENT THAT; NOTWITHSTANDING SECTIONS 4 41, 4.02, 4.113.. 404 AND 4.05 OF THIS EXHIBIT B; BENTLEY I5 FOUND LIABLE FOR DAMAGES BASER ON ANY BREACH, DEFECT, DEFICIENCY ORNON-CONFQRMTTY IN A PRODUCT, IN SELECT SUPPORT SERVICES:, OR IN ANY . OTHER • SERVICE OR MATERIALS WHETHER Ill; . CONTRACT, TORT OR OTHERWISE, AND: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE BY LAW, BENTIEY'5 CUMULATIVE L1ABILITV HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR. (i) SUCF1 PRODUCT (n) A ONE-YEAR' SUBSCRIPTION: TO THE SELECT PROGRAM, OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE: THE PROVISl0NS OF 'T}IIS. AGREEMENT ALLOCATE THE RISKS. BETWEEN BENTLEY AND SUBSCRIBER, BEN 'ILEY'5 PRICING REFLECTS THIS ALLOCATION. OF. RISK AND IRE LIMITATION OF LIABILITY SPECIFIED HEREII. 4.0:7: lnden uilTcation by Bentley. Bentley shall pay any damages finally awarded against Subscriber based on a claim againstSubseriberthat a Product which is developed andhwned by Bentley infringes; a third party's copyright under the laws of a Berne Convention signatory- country, ignatorycountry, or results in a misappropriation of a third party's:trade secret; in the Country where Subscriber has been ayth r zed to: place the Product subject 19 such claim into Production Use,` i€ Subscriber provides to Bentley: (a) prompt Written notice of atiy such clairri; (b) all available incantation and assistance: and(c) the opportunity to exercise sole costtrot ofthe defense and settlement of any such claim Bentley shall also have the rigbt,at its expense either to procure the right for Subscribes to. continue ler Use. the Product or to replace or modify such Product so that it becomes non -infringing, 1f'neither of the foregoing altematives is available on terms that Bentley, in its sole discretion, deems desirable,..Subscriber shall; upon Written request front Bentley,'. return to Bentley the allegedly : infringing Product, in which event Bentley.shall refund to Subscriber the price: paid by Subscriber for each cony of such 'returned Product, less OvSnty percent (20%) for each elapsed "yearsince the commenceruent of the license for such, copy.:- Bentley shall .have no liability .and this indemnity, shall not apply lithe alleged infringement is contained in a Product,Whiclt is not developed or owned by Bentley or is due to inoditrcation of the Product by Subscriber or the combination, operation car use . of a Product, with othersoftware that does not Originate :from Bentley or it Subscriber . is in breachof this Agreement Bentley shall also have noliability and this indemnity shall mit apply, for the portion of any claim of infringement based on. use of a superseded or altered release of a Product if the inf mgement would have been avoided by the use of a current, unaltered release of the Product In no event .shall Bentley's liability hereunder to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product; This 'Section 4 0 sets Forth Subscribes sole retnedy for intellectual property infringement Export Controls, The Products baric been manufactured err developed in the United States of America and accordingly may be subject to U.S export control laws:: regulations and requirements Regardless of any disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly Or indirectly, the Products, or any portion thereof, or any system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of the ProduCrs outside the United States) without first complying strictly and fully with alI export controls that may be imposed on the Products by the United Stales Government or any country or organization of nations within whose jurisdiction Subscriber uses the SEL002520-1/0005 5111 Products._ The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they niay be amended from time to time Subscriber shall indemnify, defend and hold Bentley harmless for any breach or its obiigationapursuant .to this Section (1..S. Government Restricted Right 1f' the Products are acquired for or on behalf of the United States of America. its agencies andtor instrumentalities ("13 S Government j; it is provided with restricted rights. The Products and accompanying documentation are'`corttniercial computer software and "commercial computer software docurnentation;" respectively, pursuant: to 45 C F R 12.212 and 227 7202, and "restricted computer software'. pursuant to 48 C.F R 52 227-19(a), as applicable, Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U S Government are subject to restrictions as set forth in this Agreement and pursuant. to 48 C'.F.R 12212 5222749 227.7202 and 1852.227-86, as applicable Ter'tot Termination 7 01,.. Term- Tlris Agreement and Subscribers SELECT Program subscription shall become effective on the Effective Date, and shall continue for an initial term of twelve (12) months (unless Attachment l provides for a longer' duration of the initial term) and shall automatically renew for terms of like tenure unless either party gives notice of its electiontonot renew' the term at least thirty (30) days prior to the expiration of the then -current term: 702: 'T'ermination for Material Breach.. Either party niay. al its option, (emanate this Agreementin the event of a .material breach oi` this Agreement bythe other party.. Any such termination may be effected only through a written notice to the other party specifically. identibring_tne breach or breaches which: termination is based, Following receipt .of such notice:, the party in breach shall have twenty-one (21) days to cure such breach' or breaches, and this Agreement shall: terminate in the event that such cure is not made by the end of such .period-, provided, However, Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches any of its obligations under Section 3 of this Exhibit 13 The failure of Subscriber to pay an .outstanding invoice of Bentley ;shall always constitute a material breach of this Agreement. 7 03 Insolvency. If under applicable insolvency. laws, Subscriber becomes unable to pay its debts ca becomes insolvent of bankrupt or makes arrangements with its creditors, or otherwise goes into liquidation. administration or receivership, then Bentley shall have the right to terninate this Agreement immediately by written notice 704 Consequences of Termination. Upon the termination of this Agreement for any reason, all of the rights and licenses granted to Subscriber in this Agreement shall terminate immediately : With respect to any perpetually licensed Products, the terms and conditions set forth in the license as event delivered with such Products and the Definition of Use shall govern Subscriber's use of such Products. Subscriber shalt immediately discontinue use of SELECT' Online. 7.05 Reinstatement Following T'ermination. Following a termination of the SELECT Program, Subscriber may reinstate such services only if Bentley consents to such reinstatement and Subscriber pays to Bentley; in advance, a SELECT reinstatement fee, in an amount to be determined in Bentley's sole discretion, such amount' not to exceed the amount of all fees that would have accrued andbeen payable,. excluding discounts, for the period between the date of termination and the date of reinstatement,. Page 9 of 12 BENT SELECT PROGIUM AGREEMENT General Terms.and Conditions Exhibit. B Dated as of Januaty 2010 lstiscefaneous. 8.01 Assignment: Subscriber shall not assign this Agreement or delegate its duties hereunder without prior .written consent by Bentley For purposes of this Agreement, a change in control of Subscriber shall be considered an assignment for which Bentley's prior written consent is hereby granted provided that the surviving entity from such change in control must enter into a SELECT Agreement. This Agreement may be assigned by Bentley to any successor in interest to Bentley's- business entley'sbusiness or to any direet or indirect wholly-owned subsidiary of Bentleys Systems, incorporated Any purported assigmnent in violation of this provision shall be void and without effect 8 02 Entire Agreement. This Agreement, together with the Exhibitsand signed Amendments, if any, incoporatethe entire agreement rd the parties and supersede and merge atl prior oral and written agreements, discussions and understandings between the parties with respect to .. the subject rnatter hereof The terms and conditions of this Agreement and of the applicable Bentley confirmation shall apply to each order accepted or shipped by Bentley hereunder Any additional or different terms" or conditions appearing' ona purchase order issued by Subscriber hereunder evert if Bentley acknowledges such :terms and conditions; shall. not be binding on the parties unless both parties expressly agree in a separate writing as provided under Section 8.03` of this Exhibit B. 8.03 Amendments. Except as otherwise contemplated herein with respect to updating,amending and supplementing the exhibits, this Agreement may only be amended or modified by a writing duly executed by 'authorized representatives. of theparties, provided, however, that any .additional or differentterries or conditions appearing on a purchase. order, even if required to be acknowledged by Bentley, shall not be binding on the parties 8 04 Notices Notices "under this "Agreement shall bemade ot" given as of the date of either hand deliveryor mailing to such party, if sent prepaid certified mail or next day air delivery to the address'sel forth on;ihe first page of trig Agreement. All notices under this Agrectnent shall be addressed, if to Bentley, to its General Counsel, and if to Subscriber to its authorized representative identified in this Agreement or in a subsequent notice to Bentley :: 8.05 Force Majeure: Bentley shall not be liable for failure to fulfill" the terms of this Agreement due tofire, strike, war. government regulations, acts of God, labor disturbances, acts of terrorism cur other causes which are unavoidable and beyond its control 8 0: Waiver The failure of; either party to insist upon any of its rights under this Agreement; upon one or more occasions, or to exercise any. of its rights shall not be deemed a waiver of such rights on any. subsequent. oveasions 8:07 Survival: The covenants contained in this Agreement which, by their terms; require of contemplate performance by Ott parties after the expiration' or termination of the Agreement. (including, but not limited to... Sections 5.01(a), (b), (e) and (d) and 6 01 of Exhibit A, Sections 1, 2 3„ 4 5, 6 7.04, 7:05 and 8 o Exhibit. B, and Sections 1:.06; 1.07, 1,08, 1 09x 1,10; 1 11; 1;.12, 1 14...1.16 and 1.17 of Exhibil C) shall be enforceable notwithstanding said expiration m termination 8 08 Severability,. The provisions of this. Agreement shall be severable and the invalidity or unenforceability of any one provision shall not affect any other unless otherwise noted, 8 09 Governing Law. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania_ without regard to conflicts: of law provisions. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention en Contracts for the SEt.002520-1/0005 b/n international Sale of Goodsas amended. and of the Uniform: Computer information Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction.. shall not apply to this Agreement 8 10, Arbitration.., itt the event of any :dispute., controversy .or claim between the parties' arising under this Agreement, the parties shalt submit to binding arbitration before a single arbitrator m Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the AnieneanArbitration Association, The decision of the atbitrater• shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable inany court of' competentjurisdiction, Each' party shall bear its own attorney's fens, costsand expenses incurred in such arbitration 8 11 Independent Contractor„ Bentley's relationship with Subscriber for all purposes hereunder shall be that of an independent contractor and nothing herein Shall be Construed as creating,a1 anytime, an employer and employee relationship between the partite 8.12 Change of Ownership. Subscriber shall provide Elentley with sixty (60) days advance written notice of any changes in its ownership or location . 8 1, Headings. The headings in this Agreement are intended solely for convenience of reference and shall not affect the meaning .or. interpretation of ` this Agreement Page 10 of 12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit. C Dated as of .January 2010 Prai'¢ssion al Services, 1 01 Subscriber may request professional services from time to time and Bentley may agree to perforinsuch .servicespursuant to this Agreement The description of professional services requested by Subscriber and which Bentley agrees' to perform shalt be set forth in one ormore written descriptions labeled "SELECT Professional Services" and signed by Subscriber and Bentley. (each an eOrdei")., Bentley shalt have the right to accept or decline any proposed Ordet Each Order sharp set forth, at a minimum, the work to be done, the number of Bentleys personnel to be assigned to Subscriber's . work, the duration of each individual's assignment, and the feesfor the work The services and other provisions described: on the. Order(s) are referred to collectively as the "Wor k" while the results of the Work, if any.,. arereferred to as the "Work Product ' 102. Method" or Performance, 'Bentley, in con}unction with its personnel, will determine the method, details; and means of performing the work to be carried out for Subscriber; including the use of sura -contractors if deemed necessary Subscriber stroll have no right to and shalt not control the manner or determine the method of accomplishing such work, Subscriber may, :however,. require Bentley's personnel to observe at all times the security and safety policies of. Subscriber, In addition, Subscriber shall` be entitled to exercise a broad general power of supervision and control over the results of work performed by Bentley to ensure satisfactory. pertbrtnattce. This power of supervision shalt include the right to inspect, .stop work, make suggestions or recommendations as to the details of the work• and request modifications to the scope of an€ rder 1 03 Scheduling; Bentley will try to accommodate work schedule requests of Subscriber to the extent possible Should' any personnel of Bentley beunable to perform :scheduled :services because .of' illness resignation, or other causes beyond "Bentleysreasonable. control, Bentley will attempt to replace such personnel within: a reasonable time, but Bentley not be liable for failure if it is unable to do so, gising due regard to its other commitments and priorities 1 04 Repotting. Subscriber' will advise Bentley of the individuals to whore Bentley's manager wilt: report progress on day to•day work:: Subscriber and Bentley shall develop appropriate administrative procedures- for performance of work 'at Subscriber's- site, if necessary;Subsenber shall periodically prepare an evaluation of the work performed by Bentley for submission to Bentley upon Bentley's request f15, Place of Work, Certain projeot3 or tasks may require Bentley s per ¢nnel:lo perform work for Subscriber at Subseri`ier'1 premises: In the event that such 'projects or tasks are required to be performed at. Subscriber's premises; Subscriber agrees to provide working space and. facilities:, and any other services and materials. Bentley or its personnel may reasonably .request in orderto perform their Work:. Subscriber recognizes that there imty be .a need to train Bentley's personnel in the unique procedures :used al Subscriber's location' When .Subscriber determines that such training is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training time, 105. Non -Exclusive, Bentley shall retain the right to perform work for othersduring the term of this Agreement Subscriber shall retain the right to: cause work of the same or a different kind to be performed by its own personnel or other contractors during the term of this Agreement. 1 07 Peipetuat License. 17pott full payment for the Work, Bentley shall grant Subscriber a paid-up, perpetual, royalty -free right and. license SE1002520»1/0005 5/11. touse the Work Product for Produrtion Use Bentleyretains all right, title and interest to the Work Product not otherwise granted to Subscriber, 1.08., Preexisting Narks of Bentley Notwithstanding Section 1.07 ol,. Exhibit C hereof. Bentley hereby reserves and retains ownership of" all works which Bentley created unrelated to the Work performed pursuant to any Order, including but. not limited to Products (the ':Pre -Existing Works"), Bentley does not grant. Subscriber any rights or licenses with respect to the Pre -Existing Works 1 09 Residuals. It is mutually acknowledged that 'duringthe normal course of its dealings with. Subscriber and the Work, Bentley and its personnel and agents may .become acquainted with ideas; concepts, know how, methods, techniques,processes, skills, and adaptations pertaining to the Work„ including those that Subscriber considers to bepropt' elary or secret. Notwithstanding anything in. this Agreement to the contrary,; and regardless of any termination of this Agreement,. Bentley shall be entitled to .use:,disclose, and. otherwise employ any ideas;concepts, know, how, methods techniques, processes, and skirls;. adaptations, . including generalized features of the sequence,.sinrcture, and organization of any works of authorship, in conducting its business (including providing services or creating programming or Materials for other customer -s), and Subscriber shall not assert against t etttley or its personnel any prohibition or.restiaint from so doing; 1.10 Third -Party Interests. Subscriber s interest in and obligations with .respect to any programming, materials, es data to be obtained front third -pally vendors., regardless of Whether' obtained with the. assistance. of Bentley, ;shall be determined in accordance with the.. agreements acid policies of such vendors t.11 Fees Bentley shall ;be paid the fee as specified in each Order (which Bentley reserves the tight to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or; if no fee is specified at Bentley's. customary rates for the level of personnel providing such services 1.12. Expenses,, Subscriber shall also pay either the actual cost of Bentley's reasonable travel and living: expenses or an agreed to amount for :such travel and living expenses (other titan normal commutation travel) for Bentley' employees in the performance cif' Work set forth in each Order along with all other out-ofpockei expe€ises incurred by Bentley. 1 13 Estimates> Estimates of total fees tui prateots may he provided in an Orden:: but Bentley does not guarantee such estimates Bentley will, however, 'notify Subscriber as soon as possible if it will cxeeed the estimate, and Subscriber may then terminate the project and pay only for services actually rendered." if Subscriber so chooses 1 14 Confidentiality. In the performance of the Work, Bentley may acquire information of Subscriber which is proprietary, non=public and identified inwriting as confidential by Subscriber . Bentley shall not disclose to anyone not employed by Subscriber- nor use exceptort behalf of Subscriber any such confidential information acquired in the performance of the Work except as authorized' by Subscriber in writing and as may be permitted by Section 1.09 of this Exhibit C. Bentley shall have no obligation of confidentiality with respect to any information of Subscriber that (i) has entered the public domain othet than through a breach of this Agreement, (ii) has been rightfully obtained by Bentley from a third party with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence Notwithstanding the foregoing restrictions, Bentley . and its personnel may use and disclose any information tothe extent required by an order of any court or other govermeental authority Page 11of12 1 15.. BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of January 20.10 or as necessary for it or them to protect their interest in this Agreement, but in each case: only after Subscriber has been so notified and has had the opportunity, if possibleto obtain reasonable protection for such infbnnatiotr in connection with such disclosure Term, This Exhibit C will become effective as of the date of the first executed Order and will continue in effect through the completion of each order 1.16.. I'erininatian•of Orders. Subscriber or Bentley may terminate any uncompleted Order at any time by giving thirty (30) days written notice to the other party Upon : such termination, Bentley awes to stop Work under the. Order in question and to forward to Subscriber all completed or uncompleted drawings, reports or other .documents relating t0 the Wort: In the event of such termination Subscribes' shall be liable only for such fees,' costs and expenses as have accrued prior to the effective date of such termination:, 1.1:7. Prohibition on airing, Subscriber shall not solicit For: empioyment 01 hire any Bentley employees providing professional services hereunder for the duration of the Worksplus a period of one (1) year alter completion Of the professional services provided hereunder S1t002520-1/0005 6/11 Page 12of12 BENTLEY SYSTEMS, INCORPORA T ED BENTLEY' ATTACHMENT 1 SELECT PROGRAM AGREEMENT Bentley SELECT Agreemenfi Number: 1q5.3(0(035 Steps to a Properly Completed Attachment I: 1. Indicate the Termof the Agreement below 2 Complete a Site Information form for; each covered Site 3 Review the information regarding SELECTservet Online 4.. Insert Attachment T into the Bentley SELECT Program Agreement Agreement Term* 12 Months D 24 Months O 36 Months O Other: "The Agreement Tenn is subject to Bentley's review and approval 581002710-1001 Attachment 1 BENTLEY SELECT PROGRAM AGREEMENT SITE INFORMATION Please complete a copy of this form for each coveted Site (as defined in Exhibit B, Section 1,32) Bentley's: processes for thedelivery of License, Invoice and other information are optimized for electronic delivery For the most effective communication; pleaseensure that email addresses are provided for all contact persons Bentley will establish Online SELECTservices User permissionsfor the Technical. Administrator designated below The Technical Administrator may grant all or some of those permissions to other users within the organization.. All licensing fulfillment documents will be delivered to the. Technical Administrator` AlI Notices delivered under the Agreement shall. be delivered to the Account / Billing Contact identified below or in a subsequent notice to Bentley Shipping Addtess: Ct# corpus ChrtS4i Company a5+fletIk cr- DePeirtmen `fi Site bri4r .5. 5u4 -Scher•, Technical Administrator Name brIan bile ee X43.. CD° E' mail Address- 2124 iiDIN. Billing Address (if different):. Company Site Accoun€ / Billing Contact Name E mail Address Address/Street (no P 0 Box) Address/Street (no P 0 Box). f Q Ghii&h. City City. TtA C13: Mate and Zip State and Zip t it 4 Szt s Country Country Phone Phone SE1002710..1 /0001 Bentley will add this site to SEL.ECTserver Online (a hosted, managed solution) for the management of your Bentley Product licenses.. Subscriber will install, activate and maintain a SEL:ECTsetvergateway Service (a "Gateway") to manage pre -XM Bentley Products at this Site. The new (or existing) Gateway will be physically located at the Shipping Address listed on the Site Information Page found in Attachment 1 (Optional): To discuss other Licensing options., please check the box below and a Bentley Representative will contact the Technical Administrator identified in the "Shipping Address" section. 0.Please contact the site Technical Administrator regarding other licensing options:. For more infoianation on Bentley, please visit www_bentley.corn or call 1: -800 -BENTLEY Bentley SELECT SET -002710-1M AGENDA MEMORANDUM Public Hearing and First Reading (Tabled) for the City Council Meeting of January 22, 2019 First Reading for the City Council Meeting of February 12, 2019 Second Reading for the City Council Meeting of March 19, 2019 DATE: December 26, 2018 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 4130 South Alameda Street CAPTION: 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. PURPOSE: The purpose of this item is to allow for a future commercial use and reuse of the building. RECOMMENDATION: Planning_Commission and Staff Recommendation (December 12, 2018): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained: 0 ALTERNATIVES: 1. Deny the request. 2. Approve the "RM -1,2, or 3" Multifamily Districts which allows multifamily, assisted living and group living uses. 3. Approve the "RM -3" Multifamily 3 District which in addition to multifamily, assisted living and group living, specifically allows a nursing or convalescent home. 4. Approve the "RS -6" Single Family 6 District with a Special Permit that allows one or more uses permitted in the CN -1 district and additional conditions to mitigate any potential nuisances. OTHER CONSIDERATIONS: The "CN -1" Neighborhood Commercial District allows multiple uses including but not limited to: Apartments, Group Living Uses, Day Care, Community Service, Medical Facilities, Offices, Overnight Accommodations, Restaurants, and Retail Sales and Service Uses. Since the building was constructed in 1953, its age, historic assisted living use, and Spanish Mission Revival architectural design warrants further assessment for a national, state, or local historic designation to investigate avenues for preservation/reuse of the building, including tax credits for rehabilitation. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast ADP and is planned for high density residential uses. The proposed rezoning to the "CN -1" Neighborhood Commercial 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 at. 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. 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) WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Carmelite Sister ("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, December 12, 2018, 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 "CN -1" Neighborhood 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 Carmelite Sisters ("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 Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart Road (the "Property"), from the "RS -6" Single -Family 6 District to the "RM-1/SP" Multifamily 1 District with a Special Permit (Tract 1), to the "RM -1" Multifamily 1 District (Tract 2), and to the "CN -1" Neighborhood Commercial District (Tract 3) (Zoning Map No. 043038), 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 Special Permit granted in Section 1 of this ordinance is subject to the Owner following the conditions listed below: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1.5.E "Medical Facility" except blood plasma donation center, Minor Emergency Center, or Hospital, Section 5.1.4.0 "Office", Section 5.1.4.F "Restaurant" except for restaurants with a drive-through or drive-in facility as an accessory use, and Section 5.1.4.G "Retail Sales and Service" except convenience goods. 2. Driveways: The crossing for vehicular access over the Carmel Parkway drainage ditch is prohibited. 3. Dumpsters: All dumpsters or refuse receptacles shall be screened from view from any public right-of-way. 4. Lighting: All lighting must be shielded and directed away from single-family residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 6. Hours of Operation: The hours of operation shall be limited to 6:00 AM to 9:00 PM. 7. Landscaping: In lieu of a standard buffer yard, a yard consisting of a row of canopy trees with a minimum of a 2 1/2" caliper shall be placed 30 feet on center along the property line shared with the drainage ditch. 8. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twenty-four (24) months of this ordinance, unless a complete building permit application has been submitted or, a certificate of occupancy or UDC compliance has been issued. The Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. 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 5. 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 6. 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 7. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1218-01 Carmelite Sisters\Council Documents\Ordinance_l218-01 Carmelite Sisters.V.2.docx Page 2 of 9 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 9 STATE OF TEXAS COUNTY OF MACES EXHIBIT A•1 TRACT 1 Exhibit A Field notes a( a 1 090 acre tract, for the purpose of rezoning. out of l .nt I . Block 1. Carmelite Home Tract, as shown on a map recorded in Volume 43, Page 80, Map Records of Nueces County, Texas Said 1.090 acre tract being more particularly described as follows_ COMMENCING ata point in thc intersection of the northeast right of way of South Alameda Street and the cutback in the northwest right of way of Eserhan Road. for a corttnnon outside corner of Lot I and of Tract 3, THENCE with the common line of the northeast right of way of South Alameda Street. of I.ot I and of Tract 3, North 31'06'00" West, a distance of 468.79 feet to a point for the common west corner of Tract 3. of this tract and for the PUI" F of BEGINNING THENCE with the c.xwnmon line cif the northeast right of way of South Alameda Street. of Lot I and of this tract. North 31'06'00" West a distance of 100.00 feet to a point for the common west corner of a 75 foot City of Corpus Chrnti drainage right of way. of Lot 1 and of this trait THENCE with the common Zine of said 75 foot drainage right of way. of Lot 1 and of this tract, North 58°54'00' East. a distance of 475.00 feet to a point for the north comer of this tract. from WHENCE the northeast corner of Lot 1 bears, North 58'54'00" East, a distance of 538.42 feet. THENCE South 3 I °06'00" Eau. a distance of 100.00 feet to a point for the common cast corner of Tract 2 and of this tract THENCE with the common line of Tract 2 and nt'this tract, South 58°54'00" West. at a distance of 180.68 feet pass a point for the common nonh corner of Tract 2 and Traci 3. and in alt a total distance of 475.00 (set to the POINT of BEGINNING, and containing 1 090 acres of land, more or Tess. Notes: 1.) Bearings arc bused on recorded plat in Volume 43. Page 80. Map Records of Nueces County. 'texas. 2.) A Map of equal date acaampanies this Metes and Bounds description. 3.1 Set 5.'8- re -bur = steel re -bar set with yellow plastic cap labeled Brister Surveying. 4.) This exhibit does not represent an on the ground boundary survey. I, Ronald r Buster do hereby certify that this exhibit of the property legally descnhed herein is correct to thc best of my knowledge and belief. Ronald E. Brister. RPLS No 7 Date.. February 26. 2019. OF SVp • rtE RONALD t MISTER our Cdr Job No. 190330A Page 4 of 9 EXHIBIT OF TRACT 1 BEING A 1.090 ACRE TRACT, FOR THE PURPOSE OF REZONING, OUT OF LOT 1, BLOCK 1, CARMELITE HOME TRACT. AS SHOWN ON A MAP RECORDED IN VOLUME 43, PAGE 80, MAP RECORDS OF NUECES COUNTY, TEXAS. SCALE 1' - SU PAUL lul REMAINDER OF LOT I c x 531'06' 00'E 100.013 TRACT 1 1.090 ACRES 47,500 S.F. 25' B r TRACT OFLOT I a TRACT 3 OF WT I EXHIBIT A-2 COMMON OUTSIDE CORNER OF LOT I AND OF TRACT J BEARS, 531' OS' OWE 465 N31° 06 03'W 100.00' SOUTH ALAMEDA STREET 100' RIGHT OF WAY 0 = PROPERTY CORNER Brister Surveying N^ Sa+w foam 'NM Dn., IAA„ Coma OMI. Tear l•I: la MAA In 'MG m AKAVA -e N, I.., I..__=+<..A'a= FEBRUARY BE Z019 �e{EOE RONALD E 01600: JOB NO. 190330A AOM 1) 10)M *NEA CA TAHIR 16I W AlNES to tRAAARW RAMAD) AHD DAMP r Rt1VNODO NAT N S'OLV,At 4 PANT NA AAArRE1,J.DSCr ANECESC01'TY TEAM, 7.121 se- RUIN • STTYI NDLAR ZT M IH YUWVr rustic 1: AT LAID IED lel MR IA*.tYI,RI I.I CMS [AMU, DOM HUT ND/rZltl,T A' O' fl GLOOM DOLADAM !LINTY. /r TMSL,MrTOOHS w, *HUMTHUM Mt NLSDAKH. TNI111OA110„ ON LOCATIOASOF AL( N.SITLDIA tADIMIA TS. NIGHT Of MAYS CO ATIITIRCIN TNF PROIT TY 1 Nauta C ISMS* DO HI I'CLkTI,Y THAT TMslAI..ITOr THr MDISA YLtl.ALLY DISC CED HERON $CORRE TTO THE BEff Ot NY t APO ROM 6611- .) `�.4 ♦ •41L"' B. SNEER RPL$ NO. SOP Page 5 of 9 STATE OF TEXAS COUNTY OF NUECES EXHIBIT 0-1 TRACT 2 Exhibit B Field notes of a 1 093 acre tract, for the purpose of rezoning. out of Lot 1. Iliock 1. Carmelite Home Tract. as shown on a map recorded in Volume 43, Page 80, Map Records of Nucces County. limas_ Said 1.093 acre tract briny more particularly described as follows. COMMENCING at a point in thc intersa~tion of the northwest nyht of way of Everhart Road and due cutback. in the northeast right of way of South Alameda Street, for a conutton outside corner of hot 1 and of Tract 3. THENCE with thc sromnson line of the northwest right of way of Everhart Road. of Lot I and of Tract 3, loath 28°51'28" East. a distance of 322 65 feet to a point for the common south corner of Tract 3, of this tract and for the POINT of BEGINNING - THENCE with the common line of the Tract 3 and of this tract. North 31'06'0(1" West. a distance of 315.88 feet to a point in tIve southeast line of Tract 1. fur the common north corner of Tract 3 and of this tract. THENCE with the common line of Tract 1 and this tract, North 58°54'00- East. a distanoe of 180.68 fret to a point for the common cast corner of Tract 1 and of this tract_ THENCE South 31°06'00- East. a distance of 211.39 fent to a point in the common Zine of the northwest right of way of Everhart Road and of Lot I, and for the east coeur of this tract, front WHENCE the east corner of Lot 1 hears, North 28°51'28" East. a distance of 621.98 feel. THENCE with the common line of the northwest right of way of Everhart Road. of Lot 1 and of this tract. South 28°51'2r West. a distance of 208.72 fMet to the POINT of BEGINNING. and cuntauung 1.093 acres of land, more or Tess. Notes: I .) Bearing arc based on recorded plat in Volume 43, Page 80, Map Records of Nueces County, Trus 2.1 A Map of equal dale scvumpanies this Metes and Bounds description. 3.1 Set 51" re -bar = steel re -bar set with yellow plastic cap labeled Brister Surveying. 4.) This exhibit does not represent an on the ground boundary survey. I. Ronald E. Finger do hereby certify that this exhibit of the property legally described herein is correct to the best of my knowledge and belief Ronald E. Brister, RPL No. 5407 Date: February 26. 2019 tEOFT 0) ,cdsr� 7dr y5s'• e * ° • RONALD E BAISTER o T PrL't�� kb No. 19033011 Page 6 of 9 J EXHIBIT OF TRACT 2 BEING A 1.093 ACRE TRACT, FOR THE PURPOSE OF REZONING, OUT OF LOT I, BLACK I, CARMELITE HOME TRACT, AS SHOWN ON A MAP RECORDED IN VOLUME 43, PAGE 80, MAP RECORDS OF NUECES COUNTY, TEXAS. SCALE l' - dl F TRACT 3 OF LOT 1 TRACT I OF LOT 1 N58. 34' OITE 180.6S' TRACT 2 1.093 ACRES 47,632 S.F. [XI EMIT 8-2 REMAINDER OF LOT I 1 i T: i i •eleFp9't;1 /i -i i , 'Atilt 2IR 2 p = PROPERTY CORNER J Brister Surveying NOTham bk. Or,r Stir !1 Cnr,,, CMn. Tam ill l Of 1•l.W 1RL tm TM AVS IATT R,I,an•r.ep•I�ce,Im'acR con t'•rr Rtiiatim 11. 1RIl7p 4.11,P1 an FEBRUARY 26. ]D19 {torT 41/41'4,0 T e% 1,p • 40NALOB MISTER 4U S 108 NO.190I309 .OTU I.I TOTAL ARSAar [USW IS uAS NOSES 1 MFASLRFD SHARIAGS ARE MSEDOI. REOORORD MAT IN YVLLNF.. I AGI Y WU RDCORDSOF R LHCLS ODII IHTY. TFAAi IT SFT Sr RFR.LR - STEM Ili RAA YT AYTH YFLAD* MASTIC CAV IARFLJI Mr= SURVEYING • I TSUI FUNNY DOLS NOT 1SIRFT,\T AN 01, THE GROI-w0 MYIQAIY RI:R+Fv THti FUUNT DOLS ROT IIHLUOF TIIIMANC / INVESTIGATION, OR 1DCATONE OF ALLSRVITLIXS FASMFNTS RIGHT Or WAVE OR IMAMS OR TISS 1ROVFRTY. I. RONAIR C. RRISTER DO NEMY [WRY TNT THIS LIJDYT 11IR MIOICITY LEGALLY DCKRIRSD HLRFIR IS 001— TO UUI TOf)MY RNO%LEDGE ARO9ILEF / ll e Fi Lat., R N E. WIRER RPLi Na SNIT Page 7 of 9 Exhibit C STATE OF TEXAS COUNTY OF NUECES EXHIBIT C-1 TRACT 3 Field notes of a 2.703 acre tract, for the purpose of rezoning out of Lot I. Block 1, Carmelite 'lame Tract. as shown on a map recorded in Volume 43. Page 80, Map Records of Nueces County, Texas. Sad 2.708 acre tract being more paniculariy described as follows. BEGINNING at a point in the intersection of the northeast right of way of South Alameda Street and the cutback in the northwest right of way of Everhart Road and for a common outside Domer of Lot 1 and this tract. THENCE with the common line of the northeast right of way of South Alameda Street. Lot 1 and this tract. North 31 °06'00" West, a distance of 468,79 feet to a point for the common west corner of Tract 1 and of this tract. from WHENCE the common west corner of Tract 1 and of Lot 1 bears. North 31°06'00" West, a distance of 100.00 feet. THENCE with the common Zine of Tract 1 and this tract. North 58°54'00" East, a distance of 294,32 foes to a point for the common north comer of Tract 2 and of this tract. THENCE with the common Ime of Tract 2 and of this tract, South 31°06'00- East. a distance of 315.38 fat to a point in the common line of the northwest right of way of Everhart Road and of Lot 1. and for the east comer of this tract. from WHENCE the east corner of l.ot 1 bears. North 28°51'28" East at a distance of 208.72 feet pass a point for the east corner of Tract 2. and in all a total distance x(830.70 fat. THENCE with the common line of the northwest right of way of Everhart Road, Lot I and this tract. South 28`51'28" West, a distance of 322.65 feet to a point in the iiersection of the northwest nght of way of Everhart Road and the cutback in the northeast right of way of South Alarnoda Street, for a common outside comer of Lot I and this tract, and for a point of curvature of a curve to the nght having a radius of 10.00 feet. THENCE with the common line of said cutback, said curve to the right and this tract, a chord bearing of South 88`46'01" West, a chord distance of 17 31 feet and a curve distance of 20.93 feet to the POINT of BEGINNING. and cantanung 2.708 acres of land, snore or less. Notes: 1.) Bearings are based on recorded plat in Volume 43, Page 80, Map Records of Nueees County. Texas. 2.) A Map of equal date accompanies this Metes and Bounds description. 3.) Set 5.8" re -bar - stoat re -bar set with yellow plastic cap labeled Brister Surveying. 4.) This exhibit docs not represent an on the ground boundary survey. 1. Ronald L Brister do hereby certify that this exhibit of the property legally described herein is ccxrect 10 the bes_t of my knowledge and belief kt-) .c Q Ronald . Arista, RPIS No. 5407 Date: February 26.2019. Job No. 1903100 Page 8 of 9 EXHIBIT OF TRACT 3 BEING A 2.708 ACRE TRACT, FOR THE PURPOSE OF REZONING, OUT OF LOT 1, BLOCK 1, CARMELITE HOME TRACT, AS SHOWN ON A MAP RECORDED IN VOLUME 43, PAGE 80. MAP RECORDS OF NUECES COUNTY. TEXAS. SCALE r = BD' PACT( 1 U1 1 TRACT OF LOT 1 EXHIBIT C-2 TRACT 2 OF LOT 1 R. I5W L•uu TAN • Is u 3- IYIN sr C7 . or 4111 W. CSI 0-PROPFRTY CORNFR Brister Surveying Ics 1A.1 Fa. Wm/ DIM Sits 11 Gwp..CSw� T..., 5114A CII SMJpI NU Tia M14/6.IQ Rw.Iwls•s 5Ip.s.A h,• RgIs.M Poo 1OTTI*4 n•., IMI• FEBRUARY 26. 3D19 '�CScr OF� ♦'�_�WicGo�d •; • RONALD E BR IS -ER XVII] 1.1 TOTAL AkL UI LYIW Is 1 N• 401123 11 MLAaULD IlLMIAO ARL 'MILD' OA•LOORDIO KAT IA IOLLML O. 14GL111. MM RILORDSDr `SLCCZS COL 147l. 133#1 13 1L 1+' RLJAR • MAL RIJAR 331 11.1311 ICLW PLASM CAP LAROLD email MIRKYI31 S 171111 LXRIMT DCKS AM RSSALJCKTAR ON TML GROU+D •OC!.IOARY 51.:31TV THIS 1.3x1131 DRS SOT IKCICDL ITIC IKSMIILTL 111VT3TIGA1101.. 011 IACATIOP601 ALL N.31•411.0155 CA1sMLYsS.11/61101 *MR 011 IIUT=SOK fl rI IITY. 1. •OIUIDL M1SM1 1/0111[111113 CIN I?Y I11A1 T1115 1011111 Cr M 515 11TY LLYIULY DOCLRW xLRl114 IS C3RRST TU TxL 813101 #I XIKMII IDGC AKD •RRT. FOB NO. I9UI.10C 11I LDE KRISTEN It PI NO 1.91 Page 9 of 9 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 "CN -1" Neighborhood Commercial District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Carmelite Sisters ("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, December 12, 2018, 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 "CN -1" Neighborhood Commercial District and on Tuesday, January 22, 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 Carmelite Sisters ("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 Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart Road (the "Property"), from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District (Zoning Map No. 043038), as shown in Exhibit "A", which is a map of the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. 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. 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 3 Exhibit A f� #41*. S6#Alk ‘L‘ C 40.JE%C7/ Oh, d' PRO141/Ri • I ro N_r T3 CG -2 6O N wd:11,2*2� 0 yrl pppp Y radB $ Feer w ror WYAl c nr3 -K. CASE: 1218-01 ZONING & NOTICE AREA ren-� ran -s F11 -a ON All -AT CNA CN -Y CR -1 O 11.2 GO -2 COC CO -3 fR BP munrarnIU 1 Rullrrml22 Ruilrrnlly b Prole cc boa. CIMe N ; :rnly AT to �}yoriooa ccnmard. 1-e O n no aced Common.: Ra co A Commerolal Ra eACommerolal Oaara Comma MY olnera Common:1Y Won rlva Connar[laI Wwnlown Connerolal ▪ w rl Connarolal Farm Rw r.1 imclorb O Ys May Bu c!necc Park IL Ufiltlndusilad 1 Ilam Inau,Mr RIP R=1144 Ma px overlay R1.10 3kr01a-Fairy 10 Rib 3la01 -Fa1NY • ns..o rlaelo-Falop ab R3 -TF 1,e-Fanry P 1-14 31110I -Fa1ry 11 PE Pa Ctlan•alEclala Rf TH TOM 011011. a' 111.1.131 Parr! RV %creational 2.1121• Pak P aH 1.nYlaolurw Nona 92-2e r p..'4 O,nen r.C• 3E* ha01f ? Aior 4 C.v.es eahM20t1 .C.Cel Or.Y 9221.1 av_'ev arre•ri'A cb, /� hrvvn.nnn Page 3 of 3 PLANNING COMMISSION FINAL REPORT Case No. 1218-01 INFOR No. 18ZN1032 Planning Commission Hearing Date: December 12, 2018 Applicant & Legal Description Owner: Carmelite Sisters Applicant: Carmelite Sisters Location Address: 4130 South Alameda Street Legal Description: Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart Road. Zoning Request From: "RS -6" Single -Family 6 District To: "CN -1" Neighborhood Commercial District Area: 6.82 acres Purpose of Request: To allow for a future commercial use and reuse of the building. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Low Density Residential High Density Residential North "RS -6" Single -Family 6 and Drainage ROW Park and Low Density ResidentialSpace Permanent Open and Medium Density Residential South "RS -6" Single -Family 6 and "CG -2" General Commercial Commercial and Low Density Residential Commercial and Medium Density Residential East "RS -6" Single -Family 6 and Drainage ROW Park and Low Density ResidentialSpace Permanent Open and Medium Density Residential West "CN -1" Neighborhood Commercial Commercial and Professional Office Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast ADP and is planned for high density residential uses. The proposed rezoning to the "CN -1" Neighborhood Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. Map No.: 043038 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 570 feet of street frontage along South Alameda Street which is designated as an "A2" Secondary Arterial Street and has approximately 1,140 feet of street frontage along Everhart Road which is designated as an "Al" Minor 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 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume South Alameda Street "A2" Secondary Arterial 100' ROW 54' paved 115' ROW 65' paved 12,967 ADT (2015) Everhart Road "Al" Minor Arterial 95' ROW 64' paved 87' ROW 32' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "CN - 1" Neighborhood Commercial District to allow for a future commercial use and reuse of the building. Development Plan: The subject property is 6.82 acres in size. The owner is proposing future development of the property. The facility was originally built prior to the former Corpus Christi Zoning Ordinance and had been in operation until late 2017. The property has been on the market for sale since the closing of the former nursing home and has garnished a great deal of interest from multiple parties. The interest has ranged from grocery stores, convenience stores, fast food restaurants, boutique hotels, apartments, etc. According to the owner, in an effort to make the property more marketable the property will require a zoning change in order to accommodate its future use. Existing Land Uses & Zoning: The subject property is currently zoned "RS -6" Single -Family 6 District and consists of a former assisted living facility approximately 67,000 square feet in size. The subject property was annexed in 1962. Mount Carmel Assisted Living Center was built in 1953 and designed to look like a Spanish mission. The facility opened in 1954 and was the only assisted living center in Corpus Christi until 1997. To the north is a drainage right- of-way approximately 75 feet in width that is a portion of Carmel Parkway. Adjacent to the drainage ditch is the extension of Carmel Parkway approximately 40 feet in width. North of Carmel Parkway is a residential neighborhood (Lamar Park Unit 9, 1955) zoned "RS -6" Single -Family 6 District. To the south is Everhart Road. Across Everhart is a commercial shopping center (Town & Country Shopping Center) zoned "CG -2" General Commercial District. Also across Everhart Road is a residential neighborhood (Alameda Estates 2, 1945) zoned "RS -6" Single -Family 6 District. To the east is Everhart Road. Across Everhart Road is a residential neighborhood (Alameda Estates 3, 1948) zoned "RS -6" Single -Family 6 District and Lamar Park. To the west is a commercial shopping center zoned "CN -1" Neighborhood Commercial District and consists of a jewelry store, professional office, a bank, and a liquor store. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Staff Report Page 3 Plat Status: The property is platted. Utilities: Water: 6 -inch PVC line located along South Alameda Street in front of the subject property. Wastewater: 8 -inch VCP line located along South Alameda Street in front of the subject property. Gas: 2 -inch Service Line located along Everhart Road in front of the subject property. Storm Water: Inlets located to the south along Everhart Road and the Carmel Parkway ditch to the north. PIanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Midtown Area Development Plan (ADP), formerly known as the Southeast ADP and is planned for high density residential uses. The proposed rezoning to the "CN -1" Neighborhood Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. Additionally, the proposed change of zoning is consistent with the following policies: • 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 planning to explore the idea of creating urban and neighborhood villages at major intersections as identified by the mixed-use category in the Future Land Use Map. (Future Land Use, Zoning, and Urban Design Policy Statement 2) • Promote compact and walkable mixed-use urban villages that concentrate retail and services within walking distance of neighborhood residences and where they could support improved public transportation service, such as expected major bus stations and future stops for bus rapid transit, creating "transit -ready" locations. (Future Land Use, Zoning, and Urban Design Policy Statement 2) • 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) • 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) 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 proposed rezoning does not have a negative impact upon the surrounding neighborhood as presented. Staff Report Page 4 • As the property is currently zoned "RS -6" Single -Family 6 District the operation of an assisted living facility was a non -conforming use as these types of facilities are not allowed in the "RS -6" District as per the Unified Development Code (UDC). • To encourage an adaptive reuse of the building, the "CN -1" District does allow the following uses by -right: Apartments, Group Living Uses, Day Care, Community Service, Medical Facilities, Offices, Overnight Accommodations, Restaurants, and Retail Sales and Service Uses. • Staff encourages the preservation of the building as it has architectural and cultural significance due to the building's design and service to the community. • The building's age and Spanish Mission architectural design warrants further assessment for a national, state, or local historic designation to preserve the building. • Historic designations do create opportunities for grants and tax incentives. For example, if a commercial property is listed on National Register of Historic Places it may be eligible for a 20% income tax credit for substantial rehabilitation. Planning Commission and Staff Recommendation (December 12, 2018): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained: 0 Public Notification Number of Notices Mailed — 37 within 200 -foot notification area 5 outside notification area As of December 7, 2018: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 10 inside notification area — 0 outside notification area Totaling 9.28% 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\2018\1218-01 Carmelite Sisters\Council Documents\CC Report_1218-01 Carmelite Sisters.docx Staff Report Page 5 rad :1law 8 araynd sp.1Ya'rh' of Du"IG9irvanrs mss CASE: 1218-01 ZONING & NOTICE AREA P M -1 MVdfaniI 1 P ll-2 Maifadd2 P ll-b MiJdranly2 pM Pr.1.I1Ia.S Clio. P M -AT 1 2Mfanlp AT CM -1 INlpbborhood Conn. rcl.I CM -2 M.IaPborlwod roam CR -1 R.1"A Conn.raYI w ulrt r :cbinr .i.1 cWJ 11120 P414!0.v.0wrMy Rb -10 54.1 Rb.. f:Inp ..:..iyp. Rt4_4 bine :.-:7m 4.4 Rt -TF Two =.� Rb -1b bin,:.:!,1116 RE 2,1 .. ...I Ealal• 52 TIL 71'.R LbB 44 buso 14 M Met!.......... - 4 ® lrt-s.. c-. •.J Staff Report Page 6 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, .ue tienen la intencidn de asistir a esta unta oje re.uieren servicios es.eciales. se les suolica que den av,so 48 horas antes de la junta Hernando al departamento de servicios de desarrollo pl npmero (361)826-3240. If you wish to address the Commisson 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 junta y su ingles es limitedo, favor de (lamer al departamento de servicios de desarrollo al Humero (361 826-3240 al menos 48 horas antes de la junta para solicitar un interprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have pet tioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District :o the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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, December 12, 2018, 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 heanng 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. �� �/// Printed Name: 1 ei.�.� E /t , iL.Q /-V/ ( I t Address: 4"0"-C)j �, 1--' n(, e !^ 1, i" ( ) IN FAVOR { IN OPPOSITION REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1032 Property Owner ID: 6 City/State: d-,5 145 C/A/ifs tip fa - Phone: Gam_ / Si nature Case No. 1218-01 Protea Manager: Andrew Dimas Email: andrewd2©cclexas.com 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 31 (381) 828-3240. Personae con inc3pacidadoc, aue tienen la intencion de asistir a esta junta v aue reauieren servicios especiafes_se les suplica aue den avis4 48 horas antes de la junta Ilamando al departamento de servicios de desarrollo, al numero (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 dingirse a la cprtlmission durante la iunta y su ingles es limitedo. favor de Hamar a( departamento de servicios de desarrollo al nirmerq (361) 826-3290 al rnenos 48 horas antes de la iunta Para solicitar un interorele ser presence durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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, December 12, 2018, 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) ANO 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 applcant or appellant concerning an application or appeal, either at home or office, o r In person, by telephone call or by letter. Printed Name: e : q°55i1 JG1.45 4 Address: _ r 2-0 Z GSTP're —1)r- City/Slate; Cor P' CoQ1svi V ( ) IN FAVOR KIN OPPOSITION GI40n' one: 361- 0I5"—`8`181 REASON: 4(-r& iG a erer1^,4+4 Q at.G«'t''f-t7 QrcipeAt., a.rt d lrneral 541 0511` da Eska-ke1t- +1,ti nei ctrLos4 CO4ii•�-4,rbJLgk4v Qo {--Dr- VA.ug Arllouse� •� - , or, Few kousit.5 at'J are Par- k iyvkl-tel +a Priatwe�aftbn-t>� Jr KNo Le1L1 ower 5 ovid. i}C LiIIOWeJ ( Signature `L 44 SEE MAP ON REVERSE SIDE — Case No .1218-01 INFOR Case No.: 18ZN1032 Project Manager. Andrew Dimas Property Owner 1D.10 Erma andre vatIlc eies.com 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 Incaoaddades aue tienen la intention de asistir a esta junta v que reguieren servicios especiales, se les suol ca oue den eviso 48 home antes de la junta Ilemando al departamento de servicios de desarrollo, al numero (361) 826-3240. H 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 usled desea diriairse a la commission durante la junta v su ingles es limitado, favor de Ilamar al departamento de servicios de desarrollo al numero (361) 826-3240 al rnenos 48 horas antes de la iunta para solicitar LI1 interprete ser presente durante la ionto, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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, December 12, 2018, 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 OWNERS) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0. BOX 9277. CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD, NOTE: In accordance with this 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: (+ ' ` S Address: I 4 C(Af M6 P t"l City/State: (orifv1 CLr:114f -rx ( ) IN FAVOR q6 IN OPPOSITION Phone: 11 — 51 3- 02-58 144:rte y�ltt} REASON' )e/Son�.l rani�,ly SaQf� r eroPt•r{tt vc.1-�tJ 4�M^ lac Area SEE MAP ON REVERSE SIDE INFOR Case NV.. 18ZN1032 Property Owner ID. 15 Signature 11419/ig Case No. 1218.01 Project Manager Andrew Dimas Email: andrewd2accteras corn Staff Report Page 9 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 Inrapacidades, gyp tienen la intencion _de e jstir a e.ta iunta v due renuieren servicios espedales. se les suolica clue den aviso 4, horas antes de la junta Ilamando al departamento de servicios de desarrogo, al numsro (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 leas) 48 hours in advance to request an interpreter be present during the meeting. SI usted desea diriairse a la commission durance la junta v su ingI s es limitado, favor de hamar al departamento de 5Qrvicios de desarrolle al Romero (361) 826-3240 al mens 48 horas antes de la junta para solicitar un interorete ser oresente durante la junta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Strout and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart Road. 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 rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, December 12, 2018, 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 OW NER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0, 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 or this Commission with an applicant or appellant concerning an application or appeal, either at home or office, Or In parson, by telephone call or by letter. Pnnted Name: V1 c L4z4._, V 1 1 l a () LA-4- Address: u Address: i r) ly-U ri ✓e ( ) IN FAVOR tiO IN OPPOSITION REASON: SEE MAP ON REVERSE SIDE INFOR Caso No.. 18ZN1032 Property Owner 10.24 City/Stat Phone: Case No 121A-01 Project Manager Andrew Dimas Email: andrewd2@cctexas.com Staff Report Page 10 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 incaoacidades. aue tienen la intencion de asistir a esta iunta v aue reauieren servicios esoeciales. se les suplica que den aviso 48 horas antes de la lunta Hernando al deoartamento de servicios de desarrollo, al numero (361)820-3240. 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 dirialrse a la commission durante la iunta y su ingles es IimiIado. favor de hamar al denartamento de serviCieS de desarrollo al numero (361) 826-3240 al menos 48 horas antes de Ialunta para solicitor 'ft interorete ser presente durante la iunta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Futuro Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart Road. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification andlor 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, December 12, 2018, 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 cat (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 e277, CORPUS CHRISTI_ TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission ByLaws, no discussion shAI be held by a member or members of this Commission with an applicant or appellant concerning an application or appe d, either at home oroMke, or In person, by telephone call or by letter. Printed Name: R 5 LL DOJG s Address: '< 2..o E51147 -e- ��1` CitylState: CD STI 7) ( ) IN FAVOR { ) IN OPPOSITION REASON: 1rJ cret4.SeC -J-ra-Tri. ("Iceea-5 e o -1-r a (t.chi,J qt./NJit( i'}{tit -rrs.rt ti1-ca 1\o u5 i ni 'i1-' a,rC- p( 1" M Cel1'Owr-►—sho1)Libe. aliolN 1 SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1032 Property Owner ID: 25 Phone -3 '( at on 0.g{ w3ITS••6-iFro -1)n r4441 1\42- (n1001 -(Noe) ovt Es4'1LC � b Dr • V i ale ll. c-,.�C-r-rx.ac,lN, o n am • r4ia a Fra e. 111 Signature Case No.1218-01 Project Manager Andrew Dimas Email androwd2@cctexascom Staff Report Page 11 Persons with disabilities ptanning to attend this meeting, who may require special serv,ces are requested td contact the Development Services Department at least 48 hours in advance at (361) 826.3240. Personas con inrapactlades. aue tienen la intention de asistir a esta junta y due reauieren servicios especiales, se les suolica aue den avise 48 horas antes de la junta Ilamando al departamento de servicios de desarrollo, al raimero (361) 826-3240. If you wish lo address the Commission during the meeting and your English is limited. please cad 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 junta v su finales es limitado. favor de Ilamar al departamento de servicios de desarrollo al numero (361) 826-3240 al mens 48 horas antes de latunta para solic lar un interprete ser presente durance la junta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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, wiN 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 heating will be held on Wednesday, December 12, 2018, 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 OWNERS) 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 wkh the PlanningtommIssion By -Laws, no discussion shall be held by a member or members or this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in perscn, by telephone call or by letter. / 1,. Printed Name: //1..4 Mn.�J %� t/a h n c� t1 -tip �., 1_ jtLJ l I I (14kie Address: lir?% Cci. -i' .e/ ALA- k,,,,e - �" / City/State: Corit.,.r ( ) IN FAVOR (X IN OPPOSITION Phone: C36/,) 9 Y -%rr 5 REASON: 6)11/-{nc91-7-e; 9N `Jr(la&r7&, c/a./✓E d /dice-fly/2 SEE MAP ON REVERSE SIDE INFOR Case No.: 182N1032 Property Owner ID: 33 Case No 1218-01 Project Manager -Andrew Dimas Email: andrev,e2acctexas.com Staff Report Page 12 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 al (361) 826-3240. Personas con incapacidades, tienen la intention de asistir a esta 'unta ue r-•ui ren servicios es•eciales se les su.lica •ue den aviso 48 bores antes de la junta Ilamando al departamento de servicios de desarrollo, al numero (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 al least 48 hours in advance to request an interpreter be present during the meeting, Si usted desea diriairse a la commission durante la junta v su inoles es limitado, favor de (lamer al m nt+ de i. . I..I nu + 361 826-3240 al menos 48 horas antes d: la n • ra •li I .r un lntbrprete ser presentte durante Ia junta CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Futuro Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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, December 12, 2018, 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 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. Printed Name: -t1a6 Address: *VI Q Ka OA s•- ,,.,,1,1 City/State ( ) IN FAVOR ((( IN OPPOSITION Phone: —56A \3 — REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1032 Property Owner ID: 34 Signature Case No 1218-01 Project Manager: Andrew Dimas Email: andrewd22cctexas com Staff Report Page 13 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 al (361) 826-3240. Personas con incapacidades que tienen la intenci&n de asistir a este junta v nue reguieren servicios esoeciales, se les sudica me don aviso 48 horas antes de la junta Ilamando al deparlamento de servicios de desarrollo al nitmero (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 mooting. Si usted dosea dirigirso a la commission durante la junta y su ingI s es limitadD, favor de Ilamar al deparlamento de sorvicios de dosarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un interpreto ser presento duranto la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zcning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resukinq in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmolito Homo Tract, located on the north side of South Alameda Street, oast of Carmel Parkway, and west of Everhart 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, December 12, 2018, 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. Printed Name: Address: ( ) IN FAVOR REASON: 6"-/ 21-al/)//1-/ /1-flej3 /(14e4 City/State: C---/ i`"/ .-ho f9- (X) IN OPPOSITION SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1032 Property Owner ID: 35 Phone: i //IJD�� De- G4Ai/5 Sign to Case No 1218-01 ojoct Manager: Andrew Dimas Email: 3ndrewd2©cctexas.com Staff Report Page 14 rtarsons with disabilities planning to attend this meeting, who may require special services, are requested to contact he Development Services Department at least 48 hours in advance at (381) 826.3240. Personas con incapacidades, aue tienen le intencion de asistir a esta junta v oue recluieren servicios esDec'ales, se les suplica aue den aviso 48 horas antes de la junta'amendo al departamento dg servicios de desarrollo. al nemero (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 diriairse a la commission durante la tunta v su ingles es limitado, favor de Hamar al departamento de servicios de desarrollo al numero (361) 826.3240 al mans 48 horas antes de la junta Dara solicitar un intenxete ser Dresente durante la Junta, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1218-01 Carmelite Sisters have petitioned the City of Corpus Christi to consider a change of zoning from the "RS - 6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 4130 South Alameda Street and Lot 1, Block 1, Carmelite Home Tract, located on the north side of South Alameda Street, east of Carmel Parkway, and west of Everhart 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 tc discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday. December 12, 2018, 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 applicadon or appeal, either at home or office, or in person, by telephone call or by letter, Printed Name: i o55e..L ed ) Address: 4 W 5 &5-ECc-k D ( ) IN FAVOR OQ IN OPPOSITION REASON: i.*creaa6ej 40.(ie.. q' "t1'6-Ffic.-Krt+4.-1-AGI 600rt- Crn E't r , J sts t. o� t: sA reg- -fo S ria vve&t lr-re No Cc11Todex-54ux 6e4tloweA "Dr wel few: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1032 Property Owner ID: 36 Signature City/State: COr rv$ G64-124.Sri Phone: 3611-815 gr oktoce"-F its proper ctnd ilnCS-€Z9t4 tuwctt,J. has Sirs -� Case No. 1218-01 Protect Manager: Andrew Dimas Email: andrewd2©cctexas.com Staff Report Page 15 -Tec •- December 18, 2018 DEC2 4 2018 City of Corpus Christi Sir,,u,ti Development Services Dept. — P.O. Box 9277 Corpus Christi, TX 78469 RE: City Planning Commission Attn: Andrew Dimas Rezoning Case No. 1218-01 To Whom It May Concern: I own numerous properties on Estate Drive and Clinton Drive in the area of the proposed rezoning of the subject property. I have also lived in the subdivision since 1989 and consider this neighborhood my home. I have worked hard to improve the neighborhood since moving here and have purchased numerous homes which I have remodeled and increased their value. I pay close to $20000.00 in property taxes annually to Nueces County. I have numerous concerns based on the Power -point presentation that was presented during the rezoning hearing. 1. This property extends off of Alameda Street frontage and into the area along Everhart Road and Carmel Parkway that is currently zoned as Single Family Residential. 2. Allowing commercial usage along Everhart Road will increase traffic through the neighborhood as vehicles will begin using the residential streets of Junior Terrace, Clinton Drive and Estate Drive to cut through to Robert Drive. I do not believe that this have been considered in your decision to rezone the property. 3. Uses allowed as per the proposed rezoning Power -point presentation include potential businesses that will have a definite impact on the residential neighborhood. 4. The access to these "proposed uses" should be limited to entrance off of Alameda Street. No access to or exit from the property should be allowed off of Everhart Road or Carmel Parkway. 5. There were no proposed plans submitted for this rezoning for the neighborhood to consider. The uses allowed are way to inclusive potential business that will affect the neighborhood and should be limited. 6. I am concerned that community service might include the construction of a cell tower at the intersections of Center Drive, Everhart Road and Estate Drive. This would have a definite effect on my property values and the quality of living in the area. Any Tower construction, cellular or otherwise should be excluded in your rezoning request. 1 Staff Report Page 16 7. Parking construction should be limited to Alameda Street frontage only. Any parking construction and access to or from along Everhart Road will definitely impact the existing family neighborhood of the Alameda Estates Subdivision homes as well as the Lamar Park subdivision homes. 8. No mention was made in the powerpoint as to the current owners of the property. Is it owned by the Carmelite Sisters or has it been purchased by a business venture? If rezoning is granted will it continue to be owned by the Carmelite Sisters or will it be sold to a business venture once rezoning is granted? These are important points to consider for our neighborhood. I appreciate your consideration in addressing the concerns as noted above and would appreciate a more detailed plan for the subject property. Your concems should be prioritized for the residents in the neighborhoods that will be adversely affected by the potential rezoning and not towards the potential benefits to the current owners or potential buyers of the property. I should not have to remind you that properties owned by religious organizations do not pay county taxes as the residents in the neighborhoods are required to pay. Sincerely, Russell Douglas 4225 Estate Drive Corpus Christi, Tx 78412 361-815-8481 rustyd@mygrande.net 2 Staff Report Page 17 City Council City of Corpus Christi, Texas December 17, 2018 RECEIVED l�. IAN 0 3 2019 .. Office Of Tie Mayor re: Re -zoning of the property of the former Mount Carmel Residence for the elderly Mr. Mayor, Members of the City Council, The appended signatures are of the residents of Aberdeen Avenue, Center Street and Circle Street. We object strongly to the re -zoning of the former Mount Carmel property to allow its use as commercial property! This objection is not to the commercial use of the property as much as to an increase in the already extensive invasion of commercial traffic problems from Everhart Street into the neighborhood residential areas behind Town and Country Shopping Center and the former Mount Carmel property! We have experienced over the years a steadily growing increase of drunken traffic, commercial vehicles, and non-resident vehicle traffic from Everhart Street into the peaceful tranquility of our neighborhood, using our residential streets as a convenient throughway to Santa Fe and Ocean Drive! We have also experienced a growing number of strangers cruising through our streets and on foot, petty thefts and burglary! Over the years we have been struggling to gain the attention of the police and the city council and get them to do something significant to put a stop to these problems, but have had little if any results. Now that Mount Carmel Home for the elderly has closed and the property put up for sale, the City has published notice that the property will be re -zoned for commercial use! Possible uses will be apartments, group living, community service, medical facilities, offices, overnight accommodations, restaurants, and retail sales and services. We, as well as the City, recognize that this will, most likely, increase vehicle and foot traffic which will spill through our neighborhood residential streets and aggravate our problems! We have experienced drunken, reckless drivers speeding down our streets, jumping curbs and driving across driveways, sidewalks and lawns! We have seen the result of a drunken driver, asleep at the wheel, crash through the barrier at the end of Everhart and down into the drainage ditch in Lamar Park! The house at the end of Everhart has had a long history of drunken drivers crashing through into their back yard! Our neighbors on the corner of Aberdeen and Center have experienced numerous out of control drivers jump the curb and drive across their C�.• K 56-w)) icon-rAencf CZ Staff Report Page 18 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to he re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street 3�rCt Sse7"-(--c1.1 Staff Report Page 19 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only '1 on Santa Fe! If the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street if 371 1.1/* t L3fr') A5`t7.- goi Staff Report Page 20 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a 11 shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street 7LL6°,e- e e y(J-- Staff Report Page 21 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These arc only a few of our experiences! We come before the City Council to address our grievances and objections!! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Ccntcr Street and Circle Street S+c c 6roveG 3os elide 3!.! 9`i3iv�5� Staff Report Page 22 (awns! The lady. at the corner of Everhart and Center surprised a burglar inside her house stealing her things!! We have had vehicles vandalized, windows smashed and equipment inside stolen! These arc only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely. yours, The residents of Aberdeen Avenue, Center Street and Circle Street lite LQ malls Iv1JCFOIE L.l�u14- .32s� Aug_ Clot? pLts Ci412 1 5 rt c x 7,E(41/2___ (34/) 735- e7Yq //U'15' Hyl,; rL .Cca r.� Staff Report Page 23 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street 10)12,0 C.7 Jt, 6� 32c. 4e/ cire." ,41 Staff Report Page 24 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to stow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! If the City wishes to allow the Mount Carmel property to he re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street .?,?o'1A erd - n Ae ee x -7Ft// ) 1 ���' -2 5' r° 26 Staff Report Page 25 lawns! The lady at the corner of Everhart and Center surprised a burglar inside her house stealing her things! We have had vehicles vandalized, windows smashed and equipment inside stolen! These are only a few of our experiences! We come before the City Council to address our grievances and objections! Since all attempts to slow down or re -direct non-residential traffic to the streets built for such traffic have failed, we the residents 1) object strongly to any increase of hazardous and dangerous traffic on our residential streets caused by the re- zoning, and 2) petition the City Council to permanently block all traffic from Everhart at the junction of Everhart and Center at the old alley and turn Aberdeen, Center and Circle streets into a U shaped street opening and closing only on Santa Fe! if the City wishes to allow the Mount Carmel property to be re -zoned for commercial use or not, Everhart should no longer have access to our residential streets for its hazardous and problematic traffic which will only increase in the future! Sincerely yours, The residents of Aberdeen Avenue, Center Street and Circle Street << kCcAl Staff Report Page 26 From: Denise Villagran <dsvilla6Dy$pmail.com> Subject: Zoning request for Mt. Carmel Horne property As a homeowner at 434 Carmel Parkway my husband and I enjoy the view of the walking track behind Mt. Carmel. Until the sisters moved out we would see the sisters and assisted living resdents enjoying this space. When we purchased our home 20 plus years ago we knew the sisters had operated :heir assisted living facility since the 00's and felt confident their work would continue. It was quite a surprise when they announced they would be closing and selling the property. As a homeowner living close to this property. we have an interest in the type of business and]or improvements a new owner would bring. The proposed zoning allows a broad range of options 'or a new owner. This broad range of options is a cause for concern. No: only could there be another assisted living business. which would be fine, but there could also be apartments. a grocery store. a discount store, a charter school or a substance abuse center to name a few. Let me be very clear, I am no: against development and I know this property is considered prime real estate. I am in favor of development of this property that compliments or enhances our neighborhood. There are commercial businesses beside and in front of this property_ I could easily see a small specialty shopping center in this space like the Lamar Park shopping center at the other end of our subdivision that could include pro`essional office space. What I fine most objectionable about this rezoning process thus far, is the complete lack of transparency and the outward secrecy of the Applicant and the prospective Developer in responding to the neighboring property owners' concems. Aside from the controversial opinions arising from the rumors abounding, the very real and detrimental effects of the light/noise pollution, traffic congestion and the safety issues will most certainty arise should the property be developed under the broad spectrum of permitted uses under CN 1 Zoning. Moreover, I find it more objectionable that the City Planning Department and the City Planning and Zoning Commission would have even considered the application in the form it was submitted in the first place_ It was substantially deficient and even misleading in many aspects. And even more disturbing is the fact that the approval by the Planning and Zoning Commission was initiated by a motion from Commissioner Schroeder prefaced on the basis that the future use of the property was not known and therefore the request for rezoning should be approved because no matter what, the property would ultimately need to be rezoned for any future use due to the timing of the closure and the cessation of the use of the property under its current zoning status. Such a motion is clearly and contrary to many of the precepts set out in Article 1, Subsection 1.2 of the City's Unified Development Code, most recently adopted as o' August 15, 2017. Any development that would bang high density apartments, any type of discount store. a charter school with students that live there or an in-patient treatment facility is simply not aligned with the General Provisions of the l.ni5ed Development Code. These types of businesses bring increased traffic, lighting, noise and quite possibly a lowering of property values. The listing agent has stated that the property is not under contract. but there are interested parties_ Among the realty community there have been rumors that Cliff Atnip with Cobb. Lundquist. & Atnip Realtors is representing a potential buyer or tenant. When Mr. Atnip has been asked about the possible development by his client. he stated he didn't have to disclose anything. While this is true why would he or his client wish to maintain such secrecy about the type of business planned for this space? The only reason I can think of is they know their proposed development would be opposed. I am aware of all the rumors about a possible detention center for undocumented immigrant children and according to the City the proposed zoning would not permit such a place. That is great news. however, there are always loopholes :o accomplish what is desired by motivated individuals. I trust that you, as our elected representative on the City Council, will carefully consider this sensitive rezoning request. And further, that you will advocate on behalf of the residents like mysefj and my husband to protect and preserve the value of our property as it exists today and to preserve the peaceful and stable quality of life this neighborhood affords the residents who have chosen to invest their hard-earned money in their homes_ If there can be no transparency about what is intended for this property, then perhaps the City can re -zone the property with special provisions to preserve the stability of this neighborhood. This was discussed during the planning commission meeting. There is a less broad zoning that would still permit commercial development o' the property. Please note we strongly oppose this re -zoning without a clear understanding of the intended development or a re- zoning of the property but with a narrow list of possible uses. Sincerely. Denise S. Villagran & Urban Villagran, Jr. Zoning Case #1218-01 Carmelite Sisters Rezoning for a Property at 4130 South Alameda Street City Council Presentation March 26, 2019 Zoning Concept Updated Recommendation Tract 1: "RM-1/SP" Multifamily District with a Special Permit Tract 2: "RM -1" Multifamily District Tract 3: "CN -1" Neighborhood Commercial District Special Permit Conditions 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1.5.E "Medical Facility" except blood plasma donation center, Minor Emergency Center, or Hospital, Section 5.1.4.0 "Office", Section 5.1.4.F "Restaurant" except for restaurants with a drive-through or drive-in facility as an accessory use, and Section 5.1.4.G "Retail Sales and Service" except convenience goods. 2. Driveways: The crossing for vehicular access over the Carmel Parkway drainage ditch is prohibited. 3. Dumpsters: All dumpsters or refuse receptacles shall be screened from view from any public right-of-way. 4. Lighting: All lighting must be shielded and directed away from single-family residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 5. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. Special Permit Conditions 6. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. -- eor id - - - , -- - •- •• - - II - - - -- - •• II di M iir - - - A A - - e •• - -e - e 7. Screening: A 6 -foot screening fence shall be placed along the property line shared with the Carmel Parkway ditch. 8. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 9. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twenty-four (24) months of this ordinance, unless a complete building permit application has been submitted or, a certificate of occupancy or UDC compliance has been issued. The Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Zoning Options Planning Commission and Staff Recommendation Alternative Proposal 6 Background Information Aerial Overview Subject Property at 4130 South Alameda Street Zoning Pattern Iwo" Rnme MN* A2m3 glzY Mme gizY % TOM SUBJECT CT PROPERTY RnI1 1'J 64,0 TWA 119(4 11676 11 606 fi - "CN -1" Neighborhood Commercial District Uses • Apartments / Townhomes • Group Living (Assisted Living, Nursing Homes) • Day Care (Child and Adult) • Community Service (Museums, Art Gallery, Libraries) • Medical Facilities (Hospitals, Clinics, Offices) • Churches and Schools • Indoor Recreation (Bowling, Movie Theaters, Billiards) • General Offices • Overnight Accommodations (Hotels, Bed and Breakfast) • Shopping Center (Retail, Restaurants, Corner Stores) • Limited, Vehicle Service (Tires, Batteries, Tune-ups) 11 Land Use Table Use/Zone RS -6 RM -1 Single -Family S Yes Churches Yes Yes Schools Yes Yes Apartments Group Living No Yes Yes Yes (6 or fewer) (Except Nursing) Nursing Home No No Medical/Offices No No Retail/Restaurants No No RM -2 RM -3 CN -1 Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes (Except Nursing) Yes Yes Yes Yes No Yes Yes No No Yes No No Yes Public Notification 37 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer Notification Area Opposed: 10 (9.28%) In Favor: 0 13 UDC Requirements SUBJECT PROPERTY �V c Buffer Yards: N/A Setbacks: Street: 20 feet Uses Allowed: Apartments, Group Living Uses, Day Care, Community Service, Medical Facilities, Offices, Overnight Accommodations, Restaurants, and Retail Sales and Service Uses. Utilities • Water: 6 -inch PVC Line • Wastewater: 8 -inch VCP • Gas: 2 -inch Service Line • Storm Water: Road side drainage and Carmel ditch 15 Historical c.1965 Mt. Carmel Assisted Living Facility • First considered in 1945 • Built 1953 (67,000 square feet) • Opened 1954 • Only assisted Living facility until 1997 • Spanish Mission architectural style Historic Preservation 1965 Present Day Historical c.1956 AGENDA MEMORANDUM Action Item for the City Council Meeting of March 26, 2019 DATE: TO: March 26, 2019 Keith Selman, Interim City Manager FROM: Daniel McGinn, AICP, Director of Planning & Environmental DanielMc@cctexas.com (361) 826-7011 Initiating annexation of up to 5,700 acres along the north side of Corpus Christi Bay CAPTION: Resolution declaring City's intent to begin annexation of up to 5,700 acres of land into the territorial limits of the City of Corpus Christi, directing City staff to prepare a service plan for the extension of municipal services to the proposed annexation area, and setting two public hearings on annexation. PURPOSE: The purpose of this item is to begin the process of annexing territory related to economic development, directing city staff to prepare a service plan for the extension of municipal services to the proposed annexation area, ad setting two public hearings on annexation. The proposed annexation in the City's Extraterritorial Jurisdiction will provide for compatible future land use and revenue -generating uses along the north side of Corpus Christi Bay. BACKGROUND AND FINDINGS: The proposed annexation area includes up to 5,700 acres, including property owned by TPCO America Corporation, Chemours Company, Occidental Chemical Corporation, Cheniere Land Holdings LLC, and other privately -owned parcels. This annexation action will allow the City to provide for orderly maintenance of existing industrial use and the future expansion of those uses in the local area. The annexation process will span about two months, including two City Council public hearings and one reading of the annexation ordinance. ALTERNATIVES: City Council may direct staff not to pursue this annexation. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed annexation is consistent with City policy. Plan CC's Vision Statements identifies that "Our broadly diversified economy provides opportunity for all." EMERGENCY / NON -EMERGENCY: Non -emergency reading. DEPARTMENTAL CLEARANCES: Legal City Manager's Office FINANCIAL IMPACT: Operatin 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 Comments: A service plan will be developed that identifies municipal services to be delivered as required by the Local Government Code. RECOMMENDATION: Staff recommends that City Council direct the City Manager to prepare a service plan for the extension of municipal services to the proposed annexation area and set two public hearings on annexation. LIST OF SUPPORTING DOCUMENTS: Resolution with Exhibit A Exhibit A — Proposed Annexation Area Presentation with Annexation Schedule Resolution declaring City's intent to begin annexation of up to 5,700 acres of land into the territorial limits of the City of Corpus Christi, directing the City Manager to prepare a service plan for the extension of municipal services to the proposed annexation area, and setting two public hearings on annexation. WHEREAS, state law requires the City to direct its staff to prepare a service plan that provides for the extension of municipal services to the area to be annexed; and WHEREAS, state law provides that the City should conduct two public hearings at which persons interested in the annexation are given the opportunity to be heard; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 0 F THE CITY OF CORPUS CHRISTI THAT: 1. The City Council declares its intent to begin the process of annexing the territory depicted in Exhibit "A" attached hereto and incorporated herein, consisting of approximately 5,700 acres of land lying adjacent to the City of Corpus Christi, Texas into the territorial limits of Corpus Christi, Texas. 2. In accordance with Texas Local Government Code section 43.065, the City Council directs the City Manager to prepare a service plan that provides for the extension of municipal services to the annexation area. 3. In accordance with Texas Local Government Code section 43.063, the City Council hereby schedules two public hearings on this annexation on April 30, 2019 during regularly scheduled meeting beginning at 11:30 a.m. in the City Council Chambers, 1201 Leopard Street, Corpus Christi, Texas. 4. If more than 10 percent of the adults who are permanent residents of the area to be annexed file a written protest of the annexation with the City Secretary within 10 days of the publication of the notice, then the City Manager is authorized and directed to reschedule at least one of the hearings to a suitable site, if available, in the area proposed for annexation. 5. The provisions of this resolution shall become effective immediately upon final passage and approved by the City Council. 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 Exhibit A Gregory Ingleside , Corpus Christi Jurisdiction Note: This area is believed to already be within Corpus Christi City Limits, however it is included in this annexation area to remove any ambiguity .1Annexation Area Parcel Lines I=1 City Limits City of Corpus Christi 0 Print Date: 3121/2019 2500 5,000 w E 10,000 Feet 3284 orof Exhibit A 136 1. 35 — - - Gregory 93 Ingleside 0 ortlan r Corpus Christi Bay Corpus Christi Jurisdiction Note: This area is believed to already be within Corpus Christi City Limits, however it is included in this annexation area to remove any ambiguity 1. .1 Annexation Area Parcel Lines City Limits City of Corpus Christi Print Date: 3/21/2019 0 2,500 5,000 10,000 Feet North Bay Annexation (Up to 5,700 acres ) Proposed Resolution to Initiate Annexation City Council Presentation March 26, 2019 Background • The Texas Local Government Code section 43.063 establishes public hearing requirements for annexation actions. • This resolution is the first step in the process declaring the intent to annex. • Sets a schedule to conduct the required public hearings and possible Ordinance adoption that would annex the property. • And directing the City Manager to develop a service plan. Background The proposed annexation includes property owned by: • TPCO America Corporation, • Chemours Company, • Occidental Chemical Corporation, • Cheniere Land Holdings LLC, and • Other privately -owned parcels. This annexation action will allow the City to provide for an orderly maintenance of existing industrial use and the future expansion of those uses in the local area. Overview of Annexation Area Corpus Christi ( 1,35! 813 Portland Gregory 136 193 X361) Ingleside Corpus Christi Bay d Ingleside e on fhe Bay Corpus Christi Ship Channel Aransas Pass Esri, Ga rmin, GEBCG, NOAH NGDC, and other contributors Annexation Tract Corpus Chrtai June.. Ketc: This area is believed to already be wain Corpus Chrisb Gtb Limns: however 11 included This an nexatIon um to remove any ambiguity City of Corpus Christi Print Date: 3/2112019 Dna Annexation Schedule 3-26-2019 — City Council Annexation Resolution — Intent to Annex and Prepare Service Plan 3-31-2019 — Written Notices Mailed to Property Owners, Railroads, Public & Private Providers of Service, and School District 4-11-2019 — Public Notice for 1st Public Hearing 4-11-2019 — Public Notice for 2nd Public Hearing 4-30-2019 — 1st City Council Public Hearing 4-30-2019 — 2nd City Council Public Hearing 5-21-2019 — 1st Reading of an Ordinance (Emergency) —Annexation Complete Staff Recommendation Direct the City Manager to prepare a service plan and set two public hearings. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 03/26/2019 Second Reading Ordinance for the City Council Meeting 04/09/2019 DATE: March 7, 2019 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief robertr@cctexas.com 361-826-3938 Acceptance of a grant from the Texas Commission on Environmental Quality (TCEQ) in the amount of $5,000 to support the City of Corpus Christi — Nueces County Local Emergency Planning Committee (LEPC) CAPTION: Ordinance authorizing execution all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee in the amount of $5,000 from Texas Commission on Environmental Quality; and appropriating $5,000 in No. 1062 LEPC Fund. PURPOSE: The purpose of the grants is for expenses for purchase of ProRAE Guardian Tier 2 License and Media Buy. The ProRAE Guardian is to provide real time monitoring for First Responders. The Media Buy, Cable network and local outlet will deliver information to the community about potentially hazardous chemicals in our everyday activities. BACKGROUND AND FINDINGS: ProRAE Guardian will deliver real time gas, radiation, dust, weather and physiological monitoring for First Responders. Media Buy will remind our community that chemicals are everywhere not just at industrial locations. ALTERNATIVES: If we don't accept the donation, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to accept and appropriate donation funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating ❑ Revenue El Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $5,000.00 $5,000.00 BALANCE $5,000.00 $5,000.00 Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to accept the donation and appropriate the funds in the amount of $5,000.00. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing execution of all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee in the amount of $5,000 from Texas Commission on Environmental Quality; and appropriating $5,000 in No. 1062 LEPC Fund. 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 to the City of Corpus Christi/Nueces County Local Emergency Planning Committee (LEPC) in the amount of $5,000 from the Texas Commission on Environmental Quality (TCEQ) for expenses for Purchase of ProRAE Guardian Tier 2 License and Media Buy, Cable network and local outlet. SECTION 2. That $5,000 is appropriated in the No. 1062 Fire Grants 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 AGENDA MEMORANDUM City Council Meeting of March 26, 2019 DATE: TO: Keith Selman, Interim City Manager February 26, 2019 FROM: Dr. James Mobley, Chair Regional Health Awareness Board jmobley@swbell.net 361.643.4546 361.826.3370 Birth Defects STAFF PRESENTER(S): Name 1. James Mobley. MD Title/Position Department Chair Regional Health Awareness Board BACKGROUND: Dr. Mobley is presenting the summary of the Coast Bend Birth Defects Inquiries. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Summary of Coastal Bend Birth Defects Inquiries a= - • - "ENSURING THAT OPPORTUNITIES EXIST FOR QUALITY DIALOGUE ON THE ISSUES IMPACTING HEALTH : SAFETY, ENVIRONMENT AND QUALITY OF LIFE.'` Presenter': Dr. James Mobley Chair jmobley@swbell.net REGIONAL HEALTH AWARENESS BOARIJ SERVING THE TEXAS CDA TAL BEND SUMMARY OF COASTAL BEND BIRTH DEFECT INQUIRIES 2018 UPDATE Corpus Christi City Council 26 February 2019 James A. Mobley, MD, MPH Chair Regional Health Awareness Board GABRIEL 2006: Birth Defects in Corpus Christi vs the Rest of Texas All Birth Defects Together L.V 1.5 84% Higher 1.0 17% liligher 0.5 All Cases Severe Cases 0.0 All Cases Severe Cases ■ Ratio 1.84 1.17 LCL 1.77 1.06 UCL 1.92 1.28 Severe Cases are cases which were admitted to the hospital. BIRTH DEFECTS 1999-2006 1.20% 1.00% 0.80% 0.60% 0.40 0.20% 0.00 0.66% 1.03% 0.43% 1 2 3 Nueces County San Patricio County Texas ■ 1 ■ 2 ■ 3 TYPES OF BIRTH DEFECTS • Heart • Stomach • Kidney • Brain • Cleft palate 136:14TEXAS 2008 Department of State HealthServices Department of State Services Texas Birth Defects Registry Possible Clusters Looked at: • Landfills • Refineries / chemical plants • Military airfields • Oso Creek • Old city incinerator • Injection well • Battery recycling plant Corpus Christi Study Sites • Airfield • Landfill • Refinery • Other I.t ie_ 25 5 75 10 -oor* TEXAS State HealthS Services rtment of 2008 Texas Birth Defect Registry Results • 150 comparisons • No associations met all criteria 2015 Environmental Protection Agency Water Fscten Associated n Bosh Befecn kn the Rrfi i�•.f C•�i C • Birth defects in the Corpus Christi region are elevated. • Water source was not associated with birth defects. ATSDR 2016 AGENCY FOR TOXIC SUBSTANCES AND DISEASE REGISTRY ATSDR PUBLIC HEALTH ASSESSMENT Air • Air quality rarely reached harmful levels. • Birth defects: Two heart defects were slightly more common near `Refinery Row.' -.0(** TEXAS State Department of State Health Services 2018 Texas Birth Defects Registry BIRTH DEFECTS IN THE CORPUS CHRISTI AREA Peter Langlois PhD Birth Defects Epidemiology & Surveillance Branch hWarMTEXAS Department of State Health Services Methods: Study Areas • Corpus Christi Area (CCA): • Nueces, San Patricio, Kleberg Counties • Comparison Area: • Rest of South Texas (HSR 11) -)(** I*4v;j TEXAS J11 Department of State Health Services Discussion: Major Conclusions Of 131 specific birth defects • 7 lower than expected • 25 higher than expected •Cause not evident -or* I*4v;j TEXAS J11 Department of State Health Services Conclusions Most clinically meaningful birth defects: • Tetralogy of Fallot (heart) • Cleft palate • Kidney defects • Limb reduction defects *** I*4v;j TEXAS J11 Department of State Health Services Conclusions • In 2008-2014, total birth defects 18% higher • From 1999-2007 total birth defects 63% higher Although still high, birth defect levels are dropping. Questions? Thank you!