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Home My WebLink AboutC2020-343 - 9/29/2020 - Approved Service Agreement Standard Form – Federal Funding Page 1 of 8 SERVICE AGREEMENT NO. 3108 Disaster Recovery & Emergency Response Grant Services THIS Disaster Recovery & Emergency Response Grant Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and MPACT Strategic Consulting LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Disaster Recovery & Emergency Response Grant Services in response to Request for Bid/Proposal No. 3108 (“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 Disaster Recovery & Emergency Response Grant 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 two years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to three additional one-year periods (“Option Period(s)”), provided, the parties do so by written amendment 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 $500,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 2 of 8 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: Yvette Mendoza Executive Department 361-826-3874 YvetteM2@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“COI”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event 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. DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 3 of 8 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, 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. DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 4 of 8 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 if the subcontractors were not named at the time of bid or proposal, 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. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable, within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. 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: Yvette Mendoza Assistant to Chief of Staff 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3874 Fax: n/a IF TO CONTRACTOR: MPACT Strategic Consulting LLC Attn: Spurgeon Robinson President 4635 Southwest Freeway, Suite 700, Houston, TX 77027 Phone: 866-361-7611 ext. 700 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 5 of 8 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) Termination for Cause. The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms 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) Termination for Convenience. 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. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 6 of 8 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. Limitation of Liability. The City’s maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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 and exhibits; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 24. 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. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. 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. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 7 of 8 agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. 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. 28. Federal Funding Requirements. This project is subject to the applicable federal contracting requirements of the federal agency providing funding for this Agreement. A set of Federal Requirements has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the federal agencies may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Service Agreement Standard Form – Federal Funding Page 8 of 8 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI _____ Kim Baker Director of Contracts and Procurement 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 Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 3108 Exhibit 2: Contractor’s Bid/Proposal Response DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FC Spurgeon Robinson 9/8/2020 President DocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F 9/16/2020 09/29/2020 ___________________Authorized By Council ________________________ M2020-200 9/29/2020 ATTEST: _____________________________ Rebecca Huerta City Secretary Attachment A: Scope of Work 1. General Requirements The Contractor shall assist the City in the process of gaining federal and state assistance related to Disaster Recovery and Emergency Response Grant Services on an as needed, as directed basis. 2.Scope of Work The Contractor shall provide grant services that may include but are not limited to the following: A.The Contractor’s work will include grant administration, audits, and monitoring. B.The Contractor shall assist the City with the administration of Disaster Recovery and Emergency Response Grant programs with federal and state agencies to include but not limited to: Federal Emergency Management Agency (FEMA), Texas Division of Emergency Management (TDEM), Texas General Land Office (GLO) and other Federal, State or Local programs and projects contemplated by Project Worksheets (PWs). C.The Contractor shall attend meetings, as directed by the City, with FEMA, TDEM, and other agencies in conjunction with an on behalf of the City. D.The Contractor shall collaborate with the City and other agencies on project formulation, including damage assessments (field team assessment of damages including a comprehensive list of damaged structures, contents, etc.); Information gathering (photo-document damages, gather records, drawings, insurance policies, historical photos/videos, etc.); project development (define both small and large projects’ scope, size, and damages, including cost estimating that will be the basis of each PW) project submittals (draft and submit small and large project PWs to TDEM/FEMA). basis of each PW) project submittals (draft and submit small and large project PWs to TDEM/FEMA). E.The Contractor shall proactively identify opportunities to maximize Public Assistance and Post-Disaster Mitigation funding with the current regulatory framework. F.The Contractor shall provide ongoing guidance to maximize Public Assistance funding. Page 1 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F G.The Contractor shall coordinate and manage deliverables with various Federal and state agencies to include TDEM, FEMA, and other agencies. H.The Contractor shall assist with gathering and submitting grants quarterly reporting to applicable federal and state agencies to include TDEM, FEMA, and /or other Federal, State and Local agencies. I.The Contractor shall generate and submit time extension requests to FEMA and /or other Federal and State grants and TDEM when necessary so that eligibility is not forfeited. J.The Contractor shall assist with insurance claim submission and tracking in relation to projects submitted to federal and state agencies to avoid duplication of benefits and documents final amount of insurance proceeds applied to each project. K.The Contractor shall assist in compiling the necessary legal documents for proper filing. L.The Contractor shall advise on required document retention strategies. M.The Contractor shall coordinate with local government staff to obtain all cost and necessary backup documentation to develop, revise, and submit PWs. N.The Contractor shall track status of federal and state agencies reimbursement and serve as a co-liaison between FEMA/other agencies and local government. O.The Contractor shall assist in responding to Requests for Information from FEMA and or other agencies. P.The Contractor shall assist with the submission of appeals Federal, State and Local agencies. Q.The Contractor shall provide detailed and periodic management reports on the status of PWs including development, revisions, submissions/approvals, open issues, financial overview, etc. R.The Contractor shall provide finance reports showing the projected schedule for reimbursement requests and the actual status of reimbursements received and provide financial documentation for the Comprehensive Annual Financial Report (CAFR) audits. Page 2 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F S.The Contractor shall assist with the preparation of public procurement documentation and providing additional procurement assistance as needed. T.The Contractor shall assist with developing program guidelines, policies, procedure, implementation plans, or other pertinent documents. U.The Contractor shall research, develop, and prepare grant applications and other applicable public assistance documents. V.The Contractor shall review data and records for compliance with Federal, State or Local requirements. W.The Contractor shall research, monitor, reporting, document, manage, analyze, assess, design, and other work related to disaster recovery, disaster planning, disaster mitigation, and public assistance. X.The Contractor shall advise on the management of the closeout process. Page 3 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F CITY OF CORPUS CHRISTI Pricing Form CONTRACTS AND PROCUREMENT DEPARTMENT RFP No. 3108 Disaster Recovery and Emergency Response Management Services PAGE 1 OF 1 DATE: PROPOSER AUTHORIZED SIGNATURE 1. Refer to “Instructions to Proposers” and Contract Terms and Conditions beforecompleting proposal.2. Provide your best price for each item.3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b.Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City’s Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c.Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. •Please note some tasks may be performed on a lump sum basis calculated utilizing hourly rates and actual cost for the related reimbursables. Item Description Hourly Rate 1 Burdened Hourly Rate $135.00 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FC 9/8/2020 MPACT Strategic Consulting LLC DocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Attachment C: Insurance and Bond Requirement 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 Administer 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 ERRORS & OMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate 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 Page 1 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F 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 Page 2 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F 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. 2020 Insurance Requirements Ins. Req. Exhibit 3-L Professional Services – Errors & Omissions 04/14/2020 Risk Management – Legal Dept. Page 3 of 3 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F Attachment D: Warranty Requirement Warranty is not required for this service agreement; therefore, Section 8, Warranty, Subsection 8 (A) and 8 (B) is null and void. Page 1 of 1 DocuSign Envelope ID: D569E7BC-7CD3-41C4-B8EC-EB4ECA2C89FCDocuSign Envelope ID: 8591753E-9A18-4355-90E1-BEEEAA6D8E3F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F D o c u S i g n E n v e l o p e I D : D 5 6 9 E 7 B C - 7 C D 3 - 4 1 C 4 - B 8 E C - E B 4 E C A 2 C 8 9 F C D o c u S i g n E n v e l o p e I D : 8 5 9 1 7 5 3 E - 9 A 1 8 - 4 3 5 5 - 9 0 E 1 - B E E E A A 6 D 8 E 3 F