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HomeMy WebLinkAbout0795 RES - 12/07/193739.. A RESOLUTION AUTHORIZING AND DIRECTING THE MAYOR OF THE CITY OF CORPUS CHRISTI, TEXAS TO EXECUTE AN AGREEMENT WITH RRO1LAND ROOT,.INCORPORATED, FOR THE CONSTRUCTION OF.APPROXIMATELY SIXTEEN (16) MILES OF THIRTY (30) INCH WATER SUPPLY MAIN WITH APPURTENANCES FOR THE SUM OF SIX HUNDRED FORTY SEVEN THOUSAND, NINE HUNDRED SIXTY EIGHT AND 74/100 ($647,968.74) DOLLARS; AND DECLARING AN EMERGENCY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1: That the Mayor of the said City of Corpus Christi be and he is hereby authorized and directed to execute an agreement with Brown and Root, Incorporated for the construction of approximately sixteen (16) miles of thirty (30) inch water supply main with appurtenances for the sum of Six Hundred Forty Seven Thousand, Nine Hundred Sixty Eight and 74/100 ($647,968.74) Dollars, a copy of which agreement and contract documents accompanying same are attached hereto and read as follows, to -wit: SPECIFICATIONS AND CONTRACT DOCUMENTS for CALALLEN - CORPUS CHRISTI WATER SUPPLY MAIN PROPOSAL TO THE HONORABLE MAYOR AND CITY COMMISSIONERS, CORPUS CHRISTI, TEXAS. CTENT LEM EN : November 10th, 1937. Pursuant to the attached Instruction to Bidders, the undersigned Bidder hereby proposes to do all the work and furnish all necessary superintendence, labor, machinery, equipment, tools, and materials, and to complete all the work upon which he bids, as pro- vided by the attached specifications and shown on the plans and addenda nos. 1-2-3-3A & letter of Oct. 26th, and binds himself on acceptance of his proposal to execute a contract and bond, according to the accompanying forms, for performing and completing the said work within the time stated, and keeping same in complete state of repair for a period of one year from date of Certificate of Final Acceptance, for the following prices, to -wit: 39 The undersigned Bidder agrees to commence work within ten (10) days after the date of execution of contract, and to substantially complete the work on which he has bid within 130 working days as provided in Article 20 of the General Conditions of the Contract. Enclosed with this Proposal is a:Cashier's, or Certified Check for $10,000.00, or a proposal Bond in the sum of ,$10,000.00, which it is agreed shall be collected and retained by the OWNER as liquidated damages in the event this proposal is accepted by the OWNER within 20 days after the date advertised for the reception of bids and the undersigned fails to execute the contract and the required bond with the OWNER, under the conditions hereof, within ten 00) days after the date said proposal is accepted; otherwise said check or bond shall be returned to the undersigned upon demand. The bid proposed and accepted constitutes Items No. 7, 8, and 11 to 22, inclusive, of the official proposal in the total amount of Six Hundred Forty -Seven Thousand Nine Hundred Sixty -Eight and 74/100 ($647,968.74) Dollars. STATE OF TEXAS COUNTY OF NUECES 1 1 Brown & Root, Inc. J. P.I. Dillinger Contractor. A. C. McCaughan mayor, City of Corpus Christi, Texas. AGREEMENT. THIS AGREEMENT made and entered into this the 7th day of December, A. D. 1937, by and between the City of Corpus Christi, of the County of Nueces, and State of Texas, acting through its Mayor and City Controller, thereunto duly authorized so to do, Party of the First Part, hereinafter termed OWNER, and Brown & Root, Inc. of the City of Houston & Austin, County of Harris & Travis, and State of Texas, Party of the Second Part, hereinafter termed CONTRACTOR, W I T N E S S ETH : That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the Party of the First Part (OWNER) and under the conditions expressed in the Performance Bond bearing even date herewith, the Party of the Second Part (CONTRACTOR) hereby agrees with said Party of the First Part (OWNER) to commence and complete the construction of certain improvements described generally as follows: The construction of a water supply main from the Calallen Pumping Plant in Nueces County, Texas to connections with the City Water System in Corpus Christi, Nueces County, Texas, and all extra work in connection therewith, under the terms as stated in the General Conditions of the Agreement; and at his (or their) own proper cost and expense to furnish all the materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, and other accessories and services necessary to complete the said construction, in accordance with the conditions and prices stated in the Proposal attached hereto and in accordance with all the General Conditions of the Agreement and Contract Documents, and in accordance with the Plans, which include all the maps, plats, blue prints and other drawings and printed or written explanatory matter thereof, and the Specifications therefor, as prepared by Myers , Noyes and Forrest, Consulting Engineers for the City of Corpus Christi, and J. C. Bisset, the City Engineer of the City of Corpus Christi, Texas, herein entitled ENGINEER, each of which has been identified by the endorsement of the CONTRACTOR and the ENGINEER thereon, together with the CONTRACTOR'S written Proposal, the General Conditions of the Agreement, and the Performance Bond hereto attached; and all of which are made a part hereof and collectively evidence and constitute the entire Contract, and, except for the Plans, are bound herewith and entitled Contract vocuments and are as much a part of this agreement as though copied verbatim herein. The CONTRACTOR hereby agrees to commence work within ten (10) days after the date written notice to do so shall have been given to him, and to complete same by May 15, 1938 working days after the date of the written notice to commence work. The OWNER agrees to pay the CONTRACTOR in current funds for the performance of the contract in accordance with the Proposal submitted therefor, subject to additions and deductions, as provided in the General Conditions of the Agreement, and to make payments on account thereof as provided therein. IN WITNESS WHEREOF, the parties to these presents have executed this agreement in quadruplicate in the year and day first above written. CITY OF CORPUS CHRISTI party of the First Part (OWNER) BY A. C. McCaughan Mayor. BY Jos. Mireur City Controller. ATTEST: T. R. Kring City Secretary. APPROVED AS TO LEGAL FORM: R. Briscoe King City Attorney ATTEST: D. G. Young. Brown & Root Inc. Party of the Second part (CONTRACTOR) By J. M. Dillinger, - V. P. Title Houston, Texas Austin, Texas Address. GENERAL CONDITIONS OF THE AGREEMENT. 1. OWNER.- Whenever the word "Owner", or the expression "Party of the First part", or "First Party" is used in this Contract, -it shall be understood as referring to the City of Corpus Christi, Texas. - 2. CONTRACTOR. Whenever the word "Contractor", or the expression "Party of the Second Part", or "Second Party" is used, it shall be understood to mean the person, persons, co -partnership, or corporation, to -wit: Brown & Root, Inc., who has agreed to perform the work embraced in this Contract, or to his or their legal representatives. 3. ENGINEER. Whenever the word "Engineer" is used in this contract, it shall be understood as referring to J. C. Bisset, City Engineer of the City of Corpus Christi, Texas, Engineer of the Owner, or such other Engineer, Supervisor, or Inspector, as may be authorized by said OWNER to act in any particular. 4. INTERPRETATION OF PHRASES. Whenever the words "Directed", "Required", "Permitted", "Designated", "Considered Necessary", "Prescribed", or words of like import are used, it shall be understood that the direction, requirement, permission, order, designation or prescription, etc., of the ENGINEER is intended; and, similarly, the words "approval", "acceptable", "Satisfactory", or words of like import shall mean approved by or acceptable or satisfactory to the ENGINEER, except wherein it is hereinafter provided that the authority, approval,- or acceptance is subject to the approval of the City Attorney of the City of Corpus Christi, Texas. Whenever in the specifications or drawings accompanying this Agreement, the terms or description of various qualities relative to finish, workmanship, or other qualities of similar kind which cannot, from their nature, be specifically and clearly described and specified, but are necessarily described in general terms, the fulfillment of which must depend on individual judgment, then, in all such cases, any question of the fulfillment of said specifications shall be decided by the ENGINEER,and said work shall be done in accordance with his interpretations of the meaning of the words, terms or clauses defining the character of the work, provided that such interpretations be approved by the ' City Attorney in those instances hereinafter set out in the Agreement. 5. EXHIBITS. All work shall be done and all materials furnished in strict conformity with the appended advertisement (Notice to Contractors), "Instructions to Bidders", "Proposal", "Agreement", "Specifications'!, and accompanying Plans for the work to be performed. 6. KEEPING OF PLANS AND SPECIFICATIONS ACCESSIBLE. The CONTRACTOR shall be furnished with three (3) copies of all plans, profiles and specifications without expense to him, and shall keep one copy of the same constantly accessible on the work. 7. RIGHT OF ENTRY. The OWNER reserves the right to enter the property or location on which the work herein contracted for are to be constructed or installed, by' such agent or agents as it may elect, for the purpose of supervising and inspecting the work, or for the purpose of constructing or installing such collateral work as said OWNER may desire. 8. QUANTITIES AND MEASUREMENTS. No extra or customary measurements of any kind will be allowed, but the actual length, area, solid contents, number and weight only shall be considered, unless otherwise specifically provided. 9. LINES AND GRADES. A11 lines and grades shall be furnished by the ENGINEER. Whenever necessary, work shall be suspended to permit of this work, but such suspension will be as brief as practicable and the CONTRACTOR shall be allowed no extra compensation therefor. The CONTRACTOR shall give the ENGINEER ample notice of the time and place where lines and grades will be needed. All stakes, marks, etc., shall be carefully preserved by the CONTRACTOR, and in case of careless destruction or removal by him or his employees, such stakes, marks, etc., shall be replaced by the ENGINEER at the CONTRACTOR'S expense. 10. SUPERINTENDENCE AND INSPECTION. It is. agreed by the CONTRACTOR that the OWNER shall be and is hereby authorized to appoint from time to time such ENGINEERS, supervisors or inspectors as the said OWNER may deem proper, to inspect the material furnished and the work done under this Agreement, and to see that the said material is furnished, and said work is done in accordance with the specifications therefor. The CONTRACTOR shall furnish all reasonable aid and assistance required by the ENGINEERS, super- visors or inspectors for the proper inspection and examination of the work and all parts of the same. The CONTRACTOR shall regard and obey the directions and instructions of any ENGINEERS, supervisors or inspectors so appointed, when the same are consistent with the obligations of this Agreement and the accompanying specifications, provided, however, should the CONTRACTOR object to any order by any subordinate engineer, supervisor or inspector, the CONTRACTOR may within six (6) days make written appeal to the ENGINEER for his decision. 11. DISCREPANCIES AND OMISSIONS. It is further agreed that it is the intent of this contract that all, work must be done and all material must be furnished in accordance with the generally accepted practice, and in the event of any discrepancies between the plans and specifications, or otherwise, or in the event of any doubt as to the meaning and• intent of any portion of the contract, specifications or plans, the ENGINEER shall define which is intended to apply to the work, provided, however, that no definition so given by the ENGINEER shall be binding on the OWNER, if such definition or construction be in any manner a legal construction of any portion of the contract, specifications or plans, unless such decision or construction of the ENGINEER be first submitted and approved by the City Atto ney. 43 \\ 12. COLLATERAL CONTRACTS. The 0VNER agrees to provide by separate contract or otherwise, all labor and material essential to the completion of the work that is not included in this contract, in such manner as not to delay its progress or damage said CONTRACTOR. 13. LOSSES FROM NATURAL CAUSES. All loss or damage arising out of the -nature of the work to be done, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work shall be sustained and borne by the CONTRACTOR•athis own cost and expense. 14. ESTIMATED QUANTITIES. This agreement, including the specifications, plans and estimate, is intended to show clearly all work to be done and material to be furnished hereunder. The estimated quantities of the various classes of work to be done and material to be furnished under this contract are approximate and are to be used only as a basis for estimating the probable cost of the work and for comparing the proposals offered for the work. It ip understood and agreed that the actual amount of work to be done and material to be furnished under this contract may differ somewhat from these estimates, and that the basis for payment under this contract shall be the actual amount of such work done and the material furnished. 15. The CONTRACTOR agrees that he will make no claim for damages, anticipated profits or otherwise, on account of any differences which may be found between the quantities of work actually done, the material actually furnished under this contract, and the estimated quantities contemplated and contained in the Proposal where the item does not exceed One Thousand ($1,000.00) Dollars, provided, however, that in case the actual quantity of any item which exceeds One Thousand ($1,000.00) Dollars should become as much as Twenty - Five (25g) Per Cent more than, or, Twenty -Five (25g) Per Cent less than the estimated or contemplated quantities for such item, then either party to this agreement, upon demand, shall be entitled to a revised consideration upon the portion of the work above or below Twenty -Five (25;) Per Cent of the estimated quantity, such revised consideration to be determined by agreement between the parties, otherwise by the terms of this agreement, as provided under Extra work. 16. CHANGES AND ALTERATIONS. The CONTRACTOR further agrees that the OWNER may make such changes and alterations as the -OWNER may see fit, in the line, grade, form, dimensions, plans or materials for the work herein contemplated, or any part thereof, either before or after the beginning of the construction, without affecting the validity of this contract and the accompanying bond. If such changes or alterations diminish the quantity of the work to be done, they shall not constitute the basis for a claim for damages, or anticipated profits on the work that may be dispensed with. If they increase the amount of work, and the increased work can fairly be classified under the specifications, such increase shall be paid for according to the quantity actually done and at the unit price established for such work under this contract; otherwise such additional work shall be paid for as provided under Extra Work. In case the OWNER shall make such changes or alterations as shall make useless any work already done or material already furnished or used in said work, then the OWNER shall recompense the CONTRACTOR for any material or labor so used, and for any actual ' loss occasioned by such change, due to actual expenses incurred in preparation for the work as originally planned. 17. EXTRA WORK. The term "Extra Work" as used in this contract shall be understood to mean and include all work that may be required by the ENGINEER or OWNER to be done by the CONTRACTOR to accomplish any change, alteration or addition to the work shown upon the plans, or reasonably implied by the specifications, and not covered by the CONTRACTOR'S Proposal, except as provided under Changes and Alterations in Paragraph 16 herein above. It is agreed that the CONTRACTOR shall perform all Extra Work under the direction of the ENGINEER when presented with a Written Work Order signed by the ENGINEER; subject, however, to the right of the CONTRACTOR to require a written confirmation of such Extra Work Order by the OWNER. It is•also agreed that the compensation to be paid the CONTRACTOR for performing said Extra Work shall be determined by one or more of the following methods: Method (A) - By agreed unit prices; or Method (B) - By agreed lump sum; or Method (C) - If neither Method (A) nor Method (B) be agreed upon before the Extra Fork is commenced, then the CONTRACTOR shall be paid the "actual field cost" of the work, plus fifteen (15;) per cent. - In the event said Extra Mork be performed and paid for under Method (C), then the provisions of this paragraph shall apply and the "actual field cost" is hereby defined to include the cost of, all workmen, such as foremen, timekeepers, mechanics, and laborers, and materials, supplies, teams, trucks, rentals on machinery and equipment, for the time actually employed or used on such Extra Work, plus actual transportation charges necessarily incurred, if the kind of equipment or machinery be not already on the job, together with all power, fuel, lubricants, water and similar operating expenses, also all necessary incidental expenses incurred directly on account of such ExtraMork, and, a rateable proportion of premiums on Construction and Maintenance Bonds, Public Liability and Workrpen's Compensation, and all other insurance as may be required by any law or ordinance, or directed by the ENGINEER or OWNER, or by them agreed to. The ENGINEER may direct the form in which accounts of the "actual field cost" shall be kept and may also specify in writing, before the work commences, the method of doing the work and the type and kind of machinery and equipment to be used, otherwise these matters shall be determined by the CONTRACTOR. Unless otherwise agreed upon, the prices for the use of machinery and equipment shall be determined by using current schedule of Equipment Ownership Expense adopted by the Associated General Contractors of America. Where practicable the terms and prices for the use of machinery and equipment shall be incorporated in the Written Extra Work Order. The fifteen (15g) per cent of the "actual field cost" to be paid the CONTRACTOR shall cover and compensate him for his profit, overhead, general superintendence and field office expense, �44 and all other elements of cost and expense not embraced within the "actual field cost" as herein defined, save that where the CONTRACTOR'S Camp or Field Office must be maintained primarily en account of such Extra Work, then the cost to maintain and operate the same shall be included in the "actual field cost." No claim for Extra work of any kind will be allowed unless ordered in writing by the ENGINEER. In case any orders or instructions, either oral or written, appear to the CONTRACTOR to involve Extra Work for which he should receive compensation, he shall have written request to the ENGINEER for written order authorizing such Extra Work. Should a difference of opinion arise as to what does or does not constitute Extra Work, or as to the payment therefor, and the ENGINEER insists upon its performance, the CONTRACTOR shall proceed with the work after making written request for written order and shall keep an accurate account of the "actual field cost" thereof, as provided under Method (C). The CONTRACTOR will thereby preserve the right.to submit the matter of payment to arbitration, as hereinbelow provided. 18. PRELIMINARY APPROVAL. No ENGINEER, supervisor or inspector shall have any power to waive the obligations of this contract for the furnishing by the CONTRACTOR of good material, and of his performing good work as herein described, and in full accordance with the plans and specifications. No failure or omission of any ENGINEER, supervisor or inspector to condemn any defective work or material shall release the CONTRACTOR from the obligations to at once tear out, remove and properly replace the same at any time prior to final acceptance upon the discovery of said defective work, or material; provided, however, that the ENGINEER, shall, upon request of the CONTRACTOR, inspect and accept or reject any material furnished, and in event the material has been once accepted by the ENGINEER, such acceptance shall be binding on the OWNER, unless it can be clearly shown that such material furnished does not meet the specifications for this work. Any questioned work may be ordered taken up or removed for re-examination, by the ENGINEER, prior to final acceptance, and if found not in accordance with the specifica- tions for said work,, all expense of removing, re-examination and replacement shall be borne by the CONTRACTOR: otherwise the expense thus incurred'shall be allowed as EXTRA WORK, and shall be paid for by the OWNER. 19. DEFECTS AND THEIR REMEDIES. It is further agreed that if the work or any part thereof, or any material brought on the ground for use in the work or selected for the same, shall be deemed by the ENGINEER as unsuitable or not in conformity with the specifications, the CONTRACTOR shall, after receipt of written notice thereof from the ENGINEER, forthwith remove such material and rebuild or otherwise remedy such work so that it shall be in full Accordance with this contract. 20. TIME AND ORDER OF COMPLETION. It is the meaning and intent of this contract, unless otherwise herein specifically provided, that the CONTRACTOR shall be allowed to prosecute his work at such times and seasons, in such order of precedence, and - in such manner as shall be most conducive to economy of construction; provided, however, that the order and time of prosecution shall be such that the work shall be completed as a whole and in part, in accordance with this contract, plans and specifications and within the time of completion hereafter designated; provided, also, that when the OWNER is having other work done, either by contract or by his oun force, the ENGINEER may direct the time and manner of constructing the work done under this contract, so that conflict will be avoided and the construction of the various works being done for the OVINER shall be harmonized The CONTRACTOR further agrees that he will commence work within ten (10) days after the date written notice to do so shall have been given to the CONTRACTOR, and will progress therewith so that the work shall be completed in accordance with the terms of this Agreement by May 1,5, 1938 working days after the, date of the written notice to commence the work. A "working day" is defined as a calendar day, not including Sundays or any legal holidays, in which weather or other conditions, not under the control of the CONTRACTOR, will permit construction of the principal units of the work for a continuous period of not less than seven (7) hours between 7:00 a.m. and 6:00 p. m. 21. EXTENSION OF TIME. Should the CONTRACTOR be delayed in the completion of the work by any act or neglect of the OWNER or ENGINEER, or of any employee of either, or by other Contractors employed by the OWNER, or by changes ordered in the work, or by strikes, lockouts, fire, and unusual delays by common carriers, and unavoidable cause or causes beyond the CONTRACTOR'S control, or by any cause which the ENGINEER shall decide justifies the delay, then an extension of time shall be allowed for completing the work, suffi tient to compensate for the delay, the amount of the extension to be determined by the ENGINEER; provided, however, that the CONTRACTOR shall give the ENGINEER prompt notice in writing of the cause of such delay. 22. HINDRANCES AND DELAYS. No charge shall be made by the CONTRACTOR for hindrances or delays from any cause (except where the work is stopped by order of the OWNER) during the progress of any portion of the work embraced in this contract. In case said work shall be stopped by the act of the OWNER, then such expense as in the judgment of the ENGINEER is caused by such stopping of said work shall be paid by the OVINER to the CONTRACTOR. 23. PRICE FOR WORK. In consideration of the furnishing of all the necessary labor, equipment and material, and the completion of all work by the CONTRACTOR, and on the completion of all work and of the delivery of all material embraced in this contract in full conformity with the specifications and stipulations herein contained, the OWNER agrees to pay the CONTRACTOR the prices set forth in the Proposal hereto attached, which has been made a part of this contract. And the CONTRACTOR hereby agrees to receive such prices in full for furnishing all material and all labor required for the aforesaid work, also for all expense incurred by him, and for well and truly performing the same and the whole thereof in the manner and according to this agreement, the attached specifications and requirements of the ENGINEER. 24. PARTIAL PAYMENTS. On or before the 5th day of each month the ENGINEER shall prepare a statement showing as completely as practicable the total value of work done by the CONTRACTOR up to and including the last day of the preceeding month; said statement shall also include the value of all sound materials delivered on the ground that`are to be fabricated into the work. The OWNER shall then pay the CONTRACTOR on or before the 10th day of the current month the total amount of the ENGINEER'S statement, less fifteen (15Z) per cent of the amount thereof, which fifteen (15g) per cent shall be retained until final payment, and further less all previous payments, and further less all further sums that may be retained by the OWNER under the terms of this Agreement. It is understood, however, that in case the whole work be near to completion and some unexpected and unusual delay occur due to no fault or neglect on the part of the CONTRACTOR, the OWNER may - upon written recommendation of the ENGINEER pay a reasonable and equitable portion of the retained percentage to the CONTRACTOR; or, the CONTRACTOR at the OWNER'S option, may be relieved of the obligation to fully complete the work and, thereupon, the CONTRACTOR shall receive payment of the balance due him under the contract subject only to the conditions stated in paragraph 26 hereof, and subject to proper deductions on account of uncompleted work. 25. FINAL COMPLETION AND ACCEPTANCE. Within ten (10) days after the CONTRACTOR has given the ENGINEER written notice that the work has been completed, the ENGINEER and the OWNER shall inspect the work and within said time, if the work be found to be completed in accordance with the Plans and Specifications, the ENGINEER shall issue to the OWNER and the CONTRACTOR his Certificate of Completion and thereupon it shall be the duty of the OWNER within said ten (10) days, to issue a Certificate of Acceptance of the work to the CONTRACTOR. 26. FINAL PAYMENT. Upon the issuance of the Certificate of Completion, the ENGINEER shall proceed to make final measurements and prepare final statement of the value of all work performed and materials furnished under the terms of this Agreement and shall certify same to the OWNER, who shallay to the CONTRACTOR on or before the 15th day after the date of the Certificate of pay the balance due the CONTRACTOR under the terms of this Agreement, provided he has fully performed his contractual obligations under the terms of this contract; and said payment shall become due in any event upon said performance by the CONTRACTOR. 27. DELAYED PAYMENTS. Should the OWNER fail to make payment to the CONTRACTOR of the sum named in any partial or final statement, when payment is due, or should.the ENGINEER fail to issue any statement on or before the date above provided, then the OWNER shall pay to the CONTRACTOR, in addition to the sum shown as due by such statement, interest thereon at the -rate of eight (8g) per cent per annum from date due as provided in paragraphs 24 and 26, until fully paid, which shall fully liquidate any injury to the CONTRACTOR growing out of such delay in payment, but the right is expressly reserved to the CONTRACTOR in the event payments be not promptly made, as provided in paragraph 24, to at any time thereafter treat the contract as abandoned by the OWNER and recover compensation, as provided by paragraph 44 of this contract; provided, however, that before the CONTRACTOR may exercise such right of abandonment, he must give the OWNER ten (10) days written notice of such intention and the OWNER shall have ten (10) days from the date of the reception of such notice to comply with the demands of said CONTRACTOR. 28. ENGINEER'S AUTHORITY AND DUTY. It is mutually agreed between the parties to this agreement that the ENGINEER shall supervise all work included herein. In order to prevent delays and disputes, and to discourage litigation, it is further agreed by and between the parties to this Contract, that if it can not be otherwise agreed, the ENGINEER shall in all cases determine the amounts and quantities of the several kinds of work, which are to be paid for under this Contract, and he shall determine all questions in relation to said work and the construction thereof, and he shall in all cases decide every question which may arise relative to the execution of the Contract on the part of said CONTRACTOR, provided, however, that all such decisions of such ENGINEER shall first receive the written approval of the City Attorney of the City of Corpus Christi before same will be considered by the parties hereto as the decision of the ENGINEER and no decision of the ENGINEER, with reference to the legal construction of any of these provisions, shall be binding on the OWNER until such decisions are approved by the City Attorney of the City of Corpus Christi, and the estimates of the ENGINEER and his findings shall be the conditions precedent to the right of the parties hereto to arbitration or to any action on the contract, and to any rights of the CONTRACTOR to receive any money under this contract; provided, however, that should the ENGINEER render any decision or give any direction which, in the opinion of either party hereto, is not in accordance with the meaning and intent of this Contract, either party may file with said ENGINEER within thirty (30) days his written objection to the decision or direction so rendered, and by such action may reserve the right to submit the question so raised to arbitration as herein provided. It being the intent of this Agreement that there shall be no delay in the execution of the work, and the decision or directions of the ENGINEER as rendered, shall be promptly carried out, and any claim arising therefrom shall be thereafter adjusted by arbitration as herein after provided. The ENGINEER shall, within a reasonable time, render and deliver to both the OWNER and the CONTRACTOR a written decision on all claims of the parties hereto and on all questions which may arise relative to the execution of the work or the interpretation of the Contract, specifications and plans, which decisions shall have the written approval of the City Attorney of the City of Corpus Christi. Should the ENGINEER fail to make such decision within a reasonable time, an appeal to arbitration may be taken as if his decision had been rendered against the party appealing. 29. CONTRACTOR'S DUTY. The CONTRACTOR shall give personal attention to the faithful prosecution and completion of this work and shall be present either in person or by duly authorized representative on the site of the work continually during its progress. He shall maintain an office on or adjacent to the site of the work. 30. CONTRACTOR'S AGENT. The CONTRACTOR during his absence from the work shall keep a competent superintendent or foreman upon the work, fully authorized to act for him in his absence, and to receive such orders as may be given for the proper continuance of the work. Notice to do any work, to,alter work, to cease work which the CONTRACTOR is obligated to do; or concerning any imperfections in work or any material furnished when given to any foreman or agent of the CONTRACTOR in charge of any operation of the work in the absence of the CONTRACTOR shall be considered as notice to the CONTRACTOR, provided any notice given under this paragraph shall be in writing. 31. CHARACTER OF WORKMEN. The CONTRACTOR agrees to employ only orderly, competent and skillful men to do the work; and that whenever the ENGINEER shall inform him in writing that any man or men on the work are, in his opinion, incompetent, unfaithful or disorderly, such man or men shall be discharged from the work and shall not again be employed on the same without the ENGINEER'S written consent. 32. CONSTRUCTION PLANT. The CONTRACTOR shall provide all labor, tools, equipment, machinery and material necessary in the prosecution and completion of this contract where it is not otherwise specifically provided that the OWNER shall furnish the same, and it is also understood that the OWNER shall not be held responsible for the care, preservation, conservation or protection of any material, tools,or machinery or any part of the work until it is finally completed and accepted. 33. RIGHT OF ENGINEER TO MODIFY METHODS AND EQUIPMENT. If at any time the methods or equipment used by the CONTRACTOR are found to be inadequate to secure the quality of work or the rate of progress required under this contract, the ENGINEER may order the CONTRACTOR in writing to increase their safety or improve their character and efficiency, and the CONTRACTOR shall comply with such order. If at any time the working force of the CONTRACTOR is inadequate for securing the progress herein specified, the CONTRACTOR shall, if so ordered in writing increase his force or equipment, or both, to such an extent as to give reasonable assurance of compliance with the schedule of progress. 34. SANITATION. Necessary sanitary conveniences for the use of laborers on the work, properly secluded from public observation, shall be constructed and maintained by the CONTRACTOR in such manner and at such points as shall be approved by the ENGINEER, and their use shall be strictly enforced. Such conveniences shall comply with State and local laws or rules governing the same. 35. CONTRACTOR'S BUILDINGS. The building of structures for housing men, or the erection of tents or other forms of protection, will be permitted only at such places as the ENGINEER shall direct, and the sanitary conditions of the grounds in or about such structures shall at all times be maintained in a manner satisfactory to the ENGINEER. 36. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC. The CONTRACTOR shall maintain such insurance as will protect the CONTRACTOR, the OWNER and the ENGINEER from claims under Workmen's Compensation Acts, and any amendments thereof, and from any other claims for damages from personal injury, including death, which may arise from operations under this Agreement, whether such operations be by himself or by any sub- contractor, or anyone -directly or indirectly employed by either of them. Certificate of such insurance shall be filed with the OWNER, if so required, and shall be subject to his approval for adequacy of protection. 37. PROTECTION OF ADJOINING PROPERTY. The CONTRACTOR shall take out and maintain during the life of this Contract such Public Liability and Property Damage Insurance as shall protect him and any sub -contractor performing work covered by this Contract, from claims for property damage which may arise from operations under this Contract, whether such operations be by himself or by any sub -contractor or anyone dir- ectly or indirectly employed by either of them. The amounts of insurance the CONTRACTOR shall carry are as follows: public Liability Insurance such as is contemplated in Paragraph 36 above, if any amount not less than Ten Thousand 010,000.00) Dollars for injuries, including wrongful death, to any one person, and subject to the same limit for each person in an amount not less than Thirty Thousand ($30,000.00) Dollars on account of one accident, and property damage in an amount not less than Thirty ($30,000.00) Dollars. 38. PROTECTION AGAINST CLAIMS OF SUB -CONTRACTORS, LABORERS, MATERIALMEN AND FURNISHERS OF MACHINERY, EQUIPMENT AND SUPPLIES. The CONTRACTOR agrees that he will indemnify and save the OWNER harmless from all claims growing out of the lawful demands of sub- contractors, laborers; workmen, mechanics, materialmen and furnishers of machinery and parts thereof, equipment, power, tools, and all supplies,,including commissary, incurred in the furtherance of the.performance of this Contract. When so desired by the OWNER, the CONTRACTOR shall furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived. If the CONTRACTOR fails so to do, then the OWNER may at the option of the CONTRACTOR either pay unpaid bills, of which the OWNER has written notice, direct, or withhold from the CONTRACTOR'S unpaid compensation a sum -of money deemed reasonably sufficient to liquidate any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged, whereupon payments to the CONTRACTOR shall be resumed in full, in accordance with the terms of this Contract, but in no event shall the provisions of this sentence be construed to impose any obligation upon the OWNER to either the CONTRACTOR or his SURETY. 39. PROTECTION AGAINST ROYALTIES OR PATENTED INVENTION. The CONTRACTOR shall protect and save harmless the OWNER from all and every demand for damages, royalties or fees on any patented invention used by him in connection with the work done or material furnished under this contract; provided, however, that if any patented material, machinery, appliance or invention is clearly specified in this contract, then, and in that event, the cost of procuring the rights of use and the legal release or indemnity shall be borne and paid by the OWNER, unless such cost can be determined and included in the bid price at the time -the Proposal is submitted. 40. LAWS AND ORDINANCE$: The CONTRACTOR shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations of the City•of Corpus Christi, which in any manner affect the Contract or the work, and shall indemnify and save harmless the OWNER against any claim arising from the violation of any such laws and ordinances, whether by the CONTRACTOR or his employees. The OWNER is a municipal corpora- tion and the law from which it derives its powers, insofar as the same regulates the objects for which, or the manner in which, or the conditions under which, the OWNER may enter into the Contract, shall be controlling, and shall be considered as part of this Contract, to the same effect as though embodied herein. 41. LIQUIDATED DAMAGES FOR DELAY. The CONTRACTOR agrees that the work set forth in the Proposals, Plans and Specifications shall be completed upon the 15th day of May, 1938, subject to extensions of time as provided herein, and the CONTRACTOR further agrees that that from the compensation, otherwise to be paid, the OWNER may retain the sum of One Hundred ($100.00) Dollars for each day thereafter, Sundays and holidays included, that the work remains uncompleted, which sum is agreed upon as a proper measure of liquidated damages which the OWNER will sustain per day by the failure of the CONTRACTOR to complete the work at the time stipulated, and this sum is not to be construed as in any sense a penalty. '42. ASSIGNMENT AND SUBLETTING. The CONTRACTOR further agrees that he will retain personal control and will give his personal attention to the fulfillment of this Con- tract and that he will not assign by Power of Attorney, or otherwise, nor sublet said contract without the written consent of the OWNER,,and that no part or feature of the work will be sublet to anyone objectionable to the ENGINEER or the OWNER, The CONTRACTOR further agrees that the subletting of any portion or feature of the work, or materials required in the per- formance of this contract, shall not relieve the CONTRACTOR from his full obligations to the OWNER, as provided by this Agreement. 43. ABANDONMENT BY CONTRACTOR. In case the CONTRACTOR should abandon and fail or refuse to resume work within ten (10) days afterwritten notification from the OWNER, or the ENGINEER, or if the CONTRACTOR fails to comply with the orders of the ENGINEER, when such orders are consistent with this Contract, or with this Agreement, or with the Specifications hereto attached, then, and in that case, the Surety on the bond shall be notified in writing and directed to complete the work, and a copy of said notice shall be delivered to the CONTRACTOR. After receiving said notice of abandonment the CONTRACTOR shall not remove from the work any machinery, equipment, tools, materials or supplies then on the job, but the same, together with any materials and equipment under contract for the work, may be held for use on the work by the OWNER or the SURETY on the construction bond, or another contractor, in completion of the work; and the CONTRACTOR shall not receive any rental or credit therefor, (except when used in connection with Extra "ork, where credit shall be allowed as provided for under paragraph 17, Extra Work); it being understood that the use of such equipment and materials will ultimately reduce the cost to compl.ete the work and be reflected in the final settlement. In case the Surety should fail to commence compliance with the notice for completion hereinbefore provided for, within ten (10) days after service of such notice, then the OWNER may provide for completion of the work in either of the following elective manners: (a) The OWNER may thereupon employ such force of men and use such machinery, equipment, tools, materials and supplies as said OWNER may deem necessary to complete the work and charge the expense of such labor, machinery, equipment, tools, materials and supplies to said CONTRACTOR, and the expenses so charged shall be deducted and paid by the OWNER out of such moneys as may be due, or that may thereafter at any time become due to the CONTRACTOR under and by virtue of this Agreement. In case such expense is less than the sum which would have been payable under this contract, if the same had been completed by the CONTRACTOR, then said CONTRACTOR shall receive the difference. In case such expense is greater than the sum which would have been payable under this contract, if the same had been completed by said CONTRACTOR, then the CONTRACTOR and/or his SURETY shall pay the amount of such excess to the OWNER; or: (b) The OWNER under sealed bids, after five (5) days notice published one or more times in a newspaper having a general circulation in the county of the location of the work, may let the contract for the completion of the work under substantially the same terms and conditions which are provided in this contract. In case of any increase in cost to the OWNER under the' new contract as compared to what would have been the cost under this contract, such increase shall be charged to the CONTRACTOR and the SURETY shall be and remain bound therefor. However, should the cost to complete any such new contract prove to be less than what would have been the cost to complete under this contract, the CONTRACTOR and/or his SURETY shall be credited therewith. When the work shall have been completed the CONTRACTOR and his Surety shall be so notified and Certificates of Completion and Acceptance, as provided in Paragraph 25 _ hereinabove, shall be issued. A complete itemized statement of the contract accounts, certified to by the ENGINEER as being correct, shall then be prepared and delivered to the CONTRACTOR and his Surety, whereupon the CONTRACTOR and/or his Surety, or the OWNER, as the case may be, shall pay the balance due as reflected by said statement, within fifteen (15) days after the date of such Certificate of Completion. In the event the statement of accounts shows that the cost to complete the work is less than that which would have been the cost to the OWNER had the work been completed by the CONTRACTOR under the terms of this contract; or when the CONTRACTOR and/or his Surety shall pay the balance shown to be due by them to the OWNER, then all machinery, equipment, tools, materials or supplies left on the site of the work shall be turned over to the CONTRACTOR and/or his Surety. ,Should the cost to complete the work exceed the contract price, and the CONTRACTOR and/or his urety fail to pay the amount due the OWNER within the time designated hereinabove, and there remains any machinery, equipment, tools, materials or supplies on the site of the work, notice thereof, together with an itemized list of such equipment and materials, shall be mailed to the CONTRACTOR and his Surety at the respective addresses designated in this contract; provided, however, that actual written notice given in any manner will satisfy this condition. After mailing, or other giving of such notice, such property shall be held at the risk of the CONTRACTOR and his 'surety subject only to the duty of the OWNER to exercise ordinary care to protect such property. After fifteen (15) days from the date of said notice the OWNER may sell such machinery, equipment, tools, materials or supplies and apply the net sum derived from such sale to the credit of the CON- TRACTOR and his surety. Such sale may be made at either public or private sale, with or without notice, as the OWNER may elect. The OWNER shall release any machinery, equipment, tools, materials or supplies, which remain on the work, and belong to persons other than the CONTRACTOR, or his Surety, to their proper OWNERS. 44. ABANDONMENT BY OWNER. In case the OWNER shall fail to comply with the terms of this contract, and should fail or refuse to comply with said terms within ten (10) days after written, notification by the CONTRACTOR, then the CONTRACTOR may suspend or wholly abandon the work, and may remove therefrom all machinery, tools and'equipment, and all materials on the ground that have not been included in payments to the CONTRACTOR and have not been wrought into the work. And thereupon the ENGINEER shall make an estimate of the total amount earned by the CONTRACTOR, which estimate shall include the value of all work actually completed by said CONTRACTOR at the prices stated in the'attached Proposal, the value of all partially completed work at a fair and equitable price, and the amount of all Extra Work performed at the prices agreed upon, or provided for by the terms of this contract, and a reasonable sum to cover the cost of any provisions made by the CONTRACTOR to carry the whole work to completion and which cannot be utilized. The ENGINEER shall then make a final statement of the balance due the CONTRACTOR by deducting from the above estimate all previous payments by the OWNER and all other sumsthat may be retained by the OWNER under the terms of this Agreement and shall certify same to the OWNER who shall pay to the CONTRACTOR on or before thirty (30) days after the date of the notification by the CONTRACTOR the balance shown by said final statement as due the CONTRACTOR, under the terms of this ~greement. 45. BOND. It is further agreed by the parties to this contract that the CONTRACTOR will execute a bond in the sum of One Hundred (1008) per Cent of the contract price for the satisfactory performance of the work in accordance with this'contract in the form provided for this purpose, and it is agreed that this contract shall not be in effect until such bond is furnished and approved by the OWNER. 46. TIME OF FILING CLAIMS. It is further agreed by both parties hereto that all questions of dispute or adjustment presented by the CONTRACTOR shall be in writing and filed with the ENGINEER within ten (10) days after the ENGINEER has given any direction, order or instruction to which the CONTRACTOR desires to take exception. The ENGINEER shall reply to such written exceptions by the CONTRACTOR and shall render his final decision in writing, provided, however, that such exceptior}s prepared by such ENGINEER shall receive the approval of the City Attorney of the L'ity of Corpus Christi and the final decision of the ENGINEER shall be approved by the City Attorney of the City of Corpus Christi before such exceptions and decisions shall be considered as the exceptions and final decision of the ENGINEER. 47. ADEQUACY OF DESIGN. It is understood that the OWNER has selected the ENGINEER named in this Agreement to prepare the plans and specifications, and all Supplements thereto; and agreed that the OWNER will be responsible for the adequacy of the design, provided the CONTRACTOR has complied with the plans and specifications, all modifications thereof, and additions and alterations thereto, approved by the ENGINEER. The burden of proof shall be upon the CONTRACTOR to show that he has complied with this contract, the plans, specifications, and all modifications thereof, and all additions and alterations thereto. 48. ARBITRATION. All questions of dispute under this Agreement shall be submitted to arbitration at the request of either party to the dispute. The parties may agree upon one arbiter, otherwise, there shall be three; one named in writing by each party, and the third chosen by the two arbiters so selected; or if the arbiters fail to select a third within ten (10) days, heshall be chosen by the State Highway Engineer of Texas. Should the party demanding arbitration fail to name an arbiter within ten (10) days of the demand, his right to arbitrate shall lapse, and the decision of the ENGINEER shall be final and binding on him. Should the other party fail to -choose an arbiter within ten (10) days, the ENGINEER shall appoint such arbiter. Should either party refuse or neglect to supply the arbiters with any papers or information demanded in writing, the arbiters are empowered by both parties to take exparte proceedings. The arbiters shall act with promptness. The decision of any two shall be binding on both parties to the contract,- except as hereinafter provided. The decision of the arbiters upon any question submitted to arbitration under this contract shall be a condition precedent to any right of legal action. But either party hereto may appeal from such award to any court of competent jurisdiction in Nueces L'ounty, Texas. The arbiters, if they deem the case demands it, are authorized to award the party whose contention is sustained, such sums as they deem proper for the time, expense and trouble incident to the appeal, and if the appeal was taken without reasonable cause, they may award damages for any delay occasioned thereby. The arbiters shall fix their own compensation, unless otherwise provided by agreement, and shall assess the cost and charges of the arbitration upon either or both parties. The award of the arbiters must be made in writing, and shall not be open to objection on account of the form of pro- ceedings or award. 49. RESPONSIBILITY FOR LEAKS AND BREAKS. The CONTRACTOR shall be responsible for one year after water is turned into the line, for all leaks or breaks that may occur due to defective workmanship or materials or for damage to property or person caused by such defects and shall repair such defects or damage to property or person at his own expense. BOND STATE ou TEXAS, 0 COUNTY OF NUE CES . KNOW ALL LN BY THESE PRESENTS: That we, Brown and Root, Inc. of the City of Houston & Dustin, County of Harris & Travis, and State of Texas, as principal, and American General Insurame Co., Houston, Texas, authorized under the laws of the State of Texas do act as surety on bonds for principals, are held and firmly bound unto the City of Corpus Christi, Texas, and to the sub -contractors, workmen, laborers, mechanics and furnishers of material, as their interest may appear, all of vhom shall have the right to sue upon this bond, in the penal sum of Six Hundred Forty Seven Thousand Nine Hundred Sixty -Eight and 74/100 (U47,968.74) Dollars, lawful currency of the'United States of America, for the payment of which, well and truly to. be made, we do hereby bond ourselves, our heirs, executors, administrators, and successors, jointly and severally and firmly by these presents: THE CONDITION OF THIS BOND IS SUCH THAT --:IHEREAS , The above bounden $row n & Root, Inc. has on the 7th day of December, 1 9 3 7, entered into a contract with the City of Corpus' L.hristi, Texas, for furnishing all materials, equipment, labor, super- vision and other accessories necessary for the construction of certain improvements, as more particularly designated in said Agreement and Specifications hereto attached. NOW. THEREFORE, If the above bounden Brown and Root, Inc. shall and vi11 faithfully perform said hsgreement, and shall and will in all respects duly and faithfully observe and perform all and singular the covenants, conditions and agreem3nts in and by said contract agreed and covenanted by the said frown 6, Root, Inc. to be observed and performed, and according to the true intent and Waning of said Agreement and the Plans and Specifications hereto annexed, and as well during any period of extension of said contract that may be granted on the part of the City of Corpus Christi , as during the original term of same, and shall well and truly pay all sub -contractors, workmen, laborers, mechanics aid furnishers of materials all moneys to them owing by said Brom & Root, Inc. for sub -contracts, work, labor and material done and furnished for the construction of such improvements for City of Corpus Christi, Texas, then this obligation shall be and become null and void; other- wise to remain in full force and effect. IN WITNESS WHEREOF, The said Brown & Root, Inc. has hereunto set its hand, the said surety has caused these presents to be executed by its duly authorized agent and officer, and its corporate seal to be hereunto affixed at Corpus Christi, Texas on this the 7th day of December, 1 9 3 7 . (Signed) Brown & Root, Inc. Contractor By (Signed) J. M. Dillinger, V. P. (Signed) D. G. Young, Secretary American General Insurance Co. Sureties By (Signed) Luther Terry Attorney in fact. SECTION 2: The fact that the growth of the City of Corpus Christi necessitates the construction immediately of additional water supply lines from Calallen to Corpus Christi Texas creates a public emergency and a public imperative necessity requiring the suspension of the Charter Rule providing that no Ordinance or Resolution shall be passed finally on -the date it is introduced, and that such Ordinaice or Resolution shall be read at three meetings of the City Council, and that the Mayor having declared that such public emergency and imperative necessity exists, and requests that said Charter Rule be suspended, and that this Resolution take effect and be in full fcr ce and effect from and after its passage, and IT IS ACCORDINGLY SO ORDAINED. PASSED AND APPROVED THIS 7th day of December, D. 1937. (Signed) A. C. McCaughan M yor, City of Corpus Christi, Texas ATTEST: (Signed) T. R. `Tiring City Secretary. APPROVED AS TO LEGAL FORM: (Signed) R. Briscoe King City Attorney. TO THE MEMBERS OF THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI Corpus Christi, Texas Gentlemen: Corpus Christi, Texas December 7, 1937 For the reasons set forth in the emergency clause df the foregoing Resolution, a public emergency and an imperative public necessity exists for the suspension of the Charter Rule or requirement that no Ordinance or Resolution shall be passed finally on the date it is introduced, and that such Ordinance or Resolution shall be read at three several meetings of the City Council, I therefore, hereby request that you suspend said Charter Rule or requirement and pass this Resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, (Signed) A. C. McCaughan Mayor, City of Corpus Christi, Texas The Charter Rule was suspended by the following vote: A. C. McCaughan Aye Joe Mireur Aye C. 0. Watson Aye D. A. Segrest Aye Thos. R. McGee Aye The above Resolution was passed by the following vote: A. C. McCaughan Aye Joe Mireur Aye C. 0. Watson Aye D. A. Segrest Aye Thos. R. McGee Aye