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COOPERATIVE PURCHASE AGREEMENT NO. 6647
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Fuel Farm Upgrade Project - Airport
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THIS Fuel Farm Upgrade Cooperative Purchase Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and PSI JF Petroleum Group, Inc. ("Contractor"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
1. Cooperative Agreement. Contractor shall provide the Fuel Farm Upgrade Project
at the Corpus Christi International Airport ("Project and Services") in accordance
with its agreement with Sourcewell# 081524-JFA (the "Cooperative Agreement"),
which is incorporated by reference into this Agreement as if set out here in its
entirety. In the event of a conflict between the provisions of this Agreement, the
Cooperative Agreement, and the applicable federal requirements ("Attachment
D"), the precedence provision of this Agreement controls to the extent allowed
by the Cooperative Agreement.
2. Scope. Contractor shall provide the Fuel Farm Upgrade Project and Services in
accordance with the attached Scope of Work & Fees, 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.
3. Term. The term of this Agreement is six months, beginning on the date provided
in the Notice to Proceed from the City's Procurement Division or the Contract
Administrator. The parties may mutually agree to extend the term of this
Agreement, if necessary, to complete performance, provided, the parties do so
in writing prior to the expiration of the original term.
4. Compensation and Payment. This Agreement is for an amount not to exceed
$186,253.54, subject to approved amendments and changes. All pricing must be
in accordance with Attachment A, and payment will be made by the City in
accordance with the same. Invoices must be mailed to the following address,
with a copy provided to itcontracts@cctexas.com:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, TX 78469-9277
5. 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:
Cooperative Purchase Agreement- PSI JF Petro Group (Airport) Page 1 of 6
I
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Holly Houghton, Assistant Director
Information Technology Dept.
361-826-3753
f hollyCcorpuschristitx.gov
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6. 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, the Contract Administrator, and Director
of Aviation. 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. If requested, the City Attorney must be provided with copies of all
applicable insurance policies within 10 days of the City Manager's written request.
Insurance requirements are as stated in Attachment B, 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 before performance can commence
under this Agreement, Contractor shall use the bond forms included in
Attachment B. The terms, conditions, and amounts required in the bond(s) and
the appropriate surety information must conform to Attachment B, and such
bond's content is incorporated here in this Agreement by reference as if each
bond's terms, conditions, and amounts were fully set out here in their entireties.
7. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement are
new, quality items, 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 and Services purchased under this Agreement shall
be warranted by the Contractor or, if indicated, by the manufacturer, for the
period stated in Attachment C. Attachment C 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.
8. 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
Cooperative Purchase Agreement- PSI JF Petro Group (Airport) Page 2 of 6
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be addressed and sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Holly Houghton, Assistant Director
Information Technology Dept.
1201 Leopard St., Corpus Christi, TX 78401
Phone: 361-826-3753
Fax: N/A
IF TO CONTRACTOR:
PSI JF Petroleum Group, Inc.
Attn: Margarito Escalante
3702 S. Expressway 281
Edinburg, TX 78542
Phone: 210-385-3591
Fax: N/A
9. 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.
10. Subcontractors. Contractor may not use subcontractors in connection with the
Services and work performed under this Agreement.
11. Amendments. This Agreement may be amended or modified only in writing,
dated, and executed by an authorized representative of each party.
12. Waiver. No waiver by either party of any breach of any terms or condition of this
Agreement waives any subsequent breach of the same.
13. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions, if available, for any products and/or equipment purchased by the
City pursuant to this Agreement. Contractor must provide such documentation
upon delivery of such purchased products and/or equipment and prior to receipt
of the final payment made by the City.
14. 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
Cooperative Purchase Agreement-PSI JF Petro Group (Airport) Page 3 of 6
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.
15. 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.
16. 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. U.S. DOT/FAA Federal Requirements (Attachment D);
B. this Agreement (excluding attachments and exhibits); then,
C. its attachments and accompanying exhibits, in order of appearance.
17. 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.
18. 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 forum and
venue for such disputes is the appropriate district or county court in Nueces
County, Texas. In accordance with Chapter 2271, Texas Government Code,
Contractor verifies that Contractor does not boycott Israel and will not boycott
Israel during the term of this Agreement. In accordance with Chapter 2274, Texas
Government Code, Contractor verifies that Contractor does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association and will not discriminate during the term of this Agreement
against a firearm entity or fire trade association. In accordance with Chapter
2276, Texas Government Code, Contractor verifies that Contractor does not
boycott energy companies and will not boycott energy companies during the
term of this Agreement.
19. Incorporation of Preamble and Recitals. The preamble paragraph naming the
parties and recitals, if any, are deemed sufficient, true, and correct, and such
preamble and recitals are made a part of this Agreement for all intents and
purposes.
Cooperative Purchase Agreement-PSI JF Petro Group (Airport) Page 4 of 6
20. Federal Funding Requirements. This project is subject to requirements provided for
the Federal Aviation Administration (FAA) and/or other federal agencies. A set of
Federal Requirements has been attached as Attachment D, 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 D while performing the
Services. The Contractor will insert in any subcontracts all Federal
Provisions/requirements contained in the Agreement, such other clauses as the
FAA, or its designee, 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.
21. Entire Agreement. This Agreement, along with the Co-operative 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.
(Remainder of Page Left Intentionally Blank)
Cooperative Purchase Agreement- PSI JF Petro Group (Airport) Page 5 of 6
PSI JF PETROLEUM GROUP, INC.
Mark Barrow
Signature: -s,,Ro,
Printed Name: Mark Barron
� EVP West
Title: M2025-069
08/15/2025 .�uthorizecl By
Date:
6/17/2025
C�cuncil
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CITY OF CORPUS CHRISTI
i Rachel Erben
Assistant Director, Finance — Contracts & Procurement Rebecca H-rta(A.g 18,20250428:01 CDT)
08/15/2025 Rebecca HLierta
Date: City Secretary
Approved as to legal form: Reviewed by
Elizabeth Ftundley 08/15/2025 Nora l/a1;,gcU 08/15/2025
7,77-77,
Assistant City Attorney Date Purchasing Manager Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work & Fees
Attachment B: Insurance Requirements and Bonds
Attachment C: Warranty Requirements
Attachment D: Federal Requirements
Incorporated by Reference Only:
Cooperative Agreement: Sourcewell# 081524-JFA
Cooperative Purchase Agreement- PSI JF Petro Group (Airport) Page 6 of 6
ATTACHMENT A: SCOPE OF WORK & FEES
JF PETROLEUM
GROUP
Innovation that works.
Southwest Regional Office:
PSI JF Petroleum Group, Inc.
3702 S. Expressway 281
Edinburg, TX 78542
SourceWell Contract ID#:081524-JFA
DATE: 8/6/2025
Purchaser:
Corpus Christi International Airport
1000 International Dr
Corpus Christi, TX 78406
WORK TO BE PERFORMED AT:
CCIA QTA(Quick Turn Around)- 378 Pinson Dr. Corpus Christi, TX 78406
CCIA Maintenance Facility- 308 Hanger Lane Corpus Christi, TX 78406
PSI JF Petro Group (hereinafter PSI "JF Petro Group" or "Seller") agrees to furnish the
following materials for the above referenced project as defined by your specifications
and drawings, subject to the terms and conditions included in this agreement
CCIA QTA (Quick Turn Around) Facility:
Fleet management system:
6) Fuel Master FM Live 2-Hose controller pedestal with and Proximity Badging as main source of
activation and cloud hosted polling software and reporting software.(Customer supply all HID
badges and encoder)
Leak Detection System:
1) TLS450+ Console with touch screen and internal printer (To re-use existing probes and
sensors)
Installation:
-to obtain electrical permit and inspections required
-to lockout tagout circuits to fuel equipment
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Ver12.1
Southwest Regional Office:
PSI JF Petroleum Group, Inc.
3702 S. Expressway 281
Edinburg, TX 78542
JF PETROLEUM
GROUP
Innovation that works.
-to mark and tag all existing wire and cables for reuse
-to remove (6)existing Petro Vend K800 fuel management system and install (6) new Fuel
Master FM Live Pedestal.
-to reconnect all existing wire and cables to new Fuel Master FM Live Pedestals
- to reuse existing data cable
-to start up new Fuel Master FM Live Pedestal and ensure all operations and communication
between dispensers and FMS are fully operational.
-to lock out tag out existing electrical from existing ATG to existing electrical panel.
-to begin removal of electrical to existing ATG and mark cables and wires to be re-used.
-to mark existing (2) probes, cables and (12) dispenser sensors to be re-used.
-to remove existing ATG and prep new TLS450+ for install.
-to wall mount new TLS450+ and begin to re-connect existing power and cables to unit.
-to start up new TLS450+ once all power and cables are connected.
-to ensure all programming to existing probes for AST's and dispenser sensors are fully -
functional.
-to perform TCEQ certification and commission new TLS450+
-to provide on-site training of new TLS450+ to authorized personnel.
-to provide additional support and training to all authorized personnel
-to close out permits and job pictures
CCIA Maintenance Facility:
Fleet management system:
1)Fuel Master FM Live Island Pedestal Reader Proximity Badge ID System Three Hose
Controller With Cloud Hosting Software And Services ( Customer to supply all HID Badges and
encoder)
Leak Detection System:
1) TLS4 Console with touch screen and internal printer
2) Fuel level sensing probes
2) Interstitial space dry contact sensors
1) Overfill Alarm
Installation:
-to obtain electrical permit and inspections required
-to lockout tagout circuits to fuel equipment
-to mark and tag all existing wire and cables for reuse
-to remove (1) existing Petro Vend K800 pedestals
-to install (1) Fuel Master FM Live pedestal fuel management system
-to reconnect all existing wire and cables to new FM Live Pedestal units
-to reuse existing data cable
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Ver12.1
Southwest Regional Office:
PSI JF Petroleum Group, Inc.
3702 S. Expressway 281
Edinburg, TX 78542
JF PETROLEUM
GROUP
Innovation that works.
-to start up new Fuel Master FM Live units
-to ensure all operations between dispensers and FMU fully functional
-to lock out tag out existing electrical from existing ATG to existing electrical panel.
-to mark and tag all existing wire and cables needed to reconnect.
-to remove existing Tank Sentinel ATG and Install Veeder Root TLS4.
-to pull (2) probe cables, (2) Interstitial Cables and (2) Spare Cables from TLS4 to AST Tank Pad
using existing underground conduit.
-to rough in ridgid conduits and seal off fittings needed to each probe and interstitial on top of
tanks.
-to remove existing OPW clock gauge on UNLD and DSL AST, add an additional fitting to relocate
Flame Arrestor Fittings in place.
-to install level probes, interstitial space sensor on both UNLD AST and DSL AST.
-to ensure all tank top fittings and sensors are fully functional and meet all local and state fire
codes.
-to start up and program new TLS4 tank gauge and ensure fully operational.
-to complete ATG Certification and Commission New TLS4 ATG.
-to provide on-site training to authorized personnel.
Pricing: Materials: $146,224.06
Labor: $40,029.48
Sales Taxes: $(TAX EXEMPT)
SUBJECT TO THE TERMS OF THIS AGREEMENT, PURCHASER AGREES TO PAY
SELLER THE SUM OF ONE HUNDRED EIGHTY SIX THOUSAND TWO HUNDRED FIFTY
THREE Dollars and 54/100 Cents ($186,253.54) (the "Agreement Price") which does not
include applicable sales tax.
This is notification that this agreement is a separate contract in compliance with Texas
Comptroller of Public Accounts rules. The total cost for the project is provided but is not a lump
sum contract. Owner will be provided separate invoices for labor, materials, equipment, and
applicable sales tax.
Progressive billings shall be made by PSI JF Petro Group, Inc. and/or affiliated companies not
to exceed labor, material, and services to date. Delivery to our warehouse for purpose of
convenience or coordination shall be considered "delivery" for billing purposes.
PAYMENT SCHEDULE:
CCIA Quick Turn Around Facility:
Payment due 30 days after factory shipping of Fuel Management System $92,941.84
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Ver12.1
Southwest Regional Office:
PSI JF Petroleum Group, Inc.
3702 S. Expressway 281
Edinburg, TX 78542
JF PETROLEUM
GROUP
Innovation that works.
Payment due 30 days after factory shipping of Veeder Root System $11,106.00
Payment due upon completion of installation $16,626.32
CCIA Maintenance Facility:
Payment due 30 days after factory shipping of Fuel Management System $22,700.64
Payment due 30 days after factory shipping of Veeder Root System $19,475.58
Payment due upon completion of installation $23,403.16
Payment terms are DUE UPON DELIVERY OF INVOICE unless otherwise specified in the
contract bid. Finance charges will be applicable. Financing charges of 1 1/2 % per month on past
due accounts and also reasonable attorney fee in the event of default by either party will be
charged.
Items, which are not part of this proposal:
1. Site work
2. Concrete work for driveways, pipe bollards, fuel lanes, fuel island forms, or the tank
foundations
3. Engineered electrical or engineered fuel system plans.
4. Repairs or replacing any fuel system equipment that is not mentioned above.
5. Hauling or disposal of contaminated soil from the job site
6. Temporary fuel system for standby fueling.
7. Fuel station canopy
8. Bonding
9. Computer or network for fleet system
10.Shop buildings.
11.Sales taxes
12.Fuel Master Aim Kits or nozzle readers, Prokees, HID Badges
13.Area Lights
14.Repairs to main electrical service
15.Additional Years of Fuel Master Maintenance Program Fee's
Fuel Master Cloud Hosted Software:
-After installation and start up, Fuel Master will contact you directly to create an account for
annual fee's to be paid. FM Live subscription, 7 units. $11,004 annually.
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Ver12.1
Southwest Regional Office:
PSI JF Petroleum Group, Inc.
3702 S. Expressway 281
Edinburg, TX 78542
1. ACCEPTANCE: This offer when accepted by Purchaser will constitute a bona fide contract subject to these terms and
conditions and approval by Seller's authorized representative. Delivery of the materials/equipment herewith,installation of
specified equipment, Purchaser's acceptance hereof(either in writing, in electronic format or orally in person or over the
telephone),reliance on any of Seller's work,and/or the issuance of an invoice,constitutes a binding acceptance by Purchaser
of the terms of Seller's proposal outlined above and these General Terms and Conditions, regardless of the terms of any
subsequently issued document.This agreement is the entire undertaking of the parties for the subject matter hereof, and
there are no promises,agreements,or understandings,oral or written, not specified herein.
2.PARTIES AND SCOPE OF WORK:Seller shall include said company or its particular division,subsidiary or affiliate performing
the Work as defined above, Purchaser's acceptance thereof and these General Terms and Conditions. Additional work
ordered by Purchaser shall also be subject to these General Terms and Conditions. If Purchaser is ordering the Work on
behalf of another, Purchaser represents and warrants that it is the duly authorized agent of said party for the purpose of
ordering and directing said Work. Unless otherwise stated in writing, Purchaser assumes sole responsibility for determining
whether the quantity and the nature of the work ordered by Purchaser are adequate and sufficient for Purchaser's intended
purpose. Purchaser shall communicate these General Terms and Conditions to each and every third party to whom Purchaser
transmits any part of Seller's work. Seller shall have no duty or obligation to any third party greater than that set forth herein,
Purchaser's acceptance thereof and these General Terms and Conditions.
3. PRICES;TERMS OF SALE;CREDIT: a.All prices are quoted in good faith; however,from time to time, manufacturers may
change prices without notice prior to shipment, Seller may quote an incorrect price, or applicable taxes may increase, in
which case any price or tax increase may be added to Purchaser's price. Prices quoted are based on current prices and are
subject to change by the manufacturer. Prices quoted shall be firm for seven (7) days from the date of this offer, unless
indicated otherwise, Unless otherwise stated in this agreement, prices are F.O.B. place of manufacture. Unless otherwise
stated,the freight rate in existence at the date of acceptance of this agreement shall apply but any change in freight rate in
effect on shipment date shall result in a corresponding change in price.
b.Unless otherwise specified above,terms are net 7 days on delivery of equipment and net 30 days on completion of services
or installation. For equipment ordered for this project, the Purchaser will be invoiced the date the equipment is delivered
(shipped from manufacturer) to Seller's warehouse for purposes of convenience or coordination and shall be considered
"delivery"for billing purposes. Payment for all such equipment is due upon delivery without retainage. A deposit may be
required on all installation agreements. Invoices are due and payable in McAllen, Hidalgo County, Texas to Petroleum
Solutions, Inc.DBA as JF Petroleum Group, P.O. Box 2346, McAllen,Texas 78502. Purchaser further agrees to pay interest on
all amounts invoiced and not paid as required under this agreement at the rate of eighteen (18) percent per annum (or the
maximum interest rate permitted under the applicable law), until paid.
c. Purchaser shall be responsible for and shall pay all sales, use, excise,governmental surcharge, and other taxes (including
penalties and interest)levied in connection with this sale.If payment is not made promptly when due, Purchaser shall pay all
costs and expenses of collection,including but not limited to,courts costs and reasonable attorney's fees. Seller may revoke
any credit extended to Purchaser because of its failure to pay when due or for any other reason.
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d. Purchaser agrees that it will pay the Agreement Price secured hereby in accordance with the terms and provisions hereof,
and failure to so pay will be considered DEFAULT hereunder,giving rise to the remedies hereinafter set forth.Additionally, it
shall be considered DEFAULT hereunder if at any time Seller believes that the prospect of payment of the obligations secured
hereby, or the performance of this Agreement is impaired. Purchaser agrees that it will pay the Agreement Price secured
hereby in accordance with the terms and provisions hereof, and failure to so pay will be considered DEFAULT hereunder,
giving rise to the remedies hereinafter set forth. All terms used herein which are defined in the Uniform Commercial Code
of Texas(Texas Business and Commercial Code)shall have the same meaning herein as in said Code.
e. Bill& Hold Arrangement-Bill&Hold is a service offering JF Petroleum Group will provide to its customers upon request,
when events that are outside of the customer's control (i.e. site not ready, weather delays, permit delays etc.) prevent the
customer from accepting physical delivery of products on the scheduled date. JF Petroleum Group will provide temporary
storage and custody of the products and coordinate delivery with the customer's representative when the site is ready to
accept the products. The products will be invoiced to the customer on the previously agreed upon date as stated in the
original quote/sales order and title/ownership of the products will transfer to the customer at invoicing. Payment terms will
not be altered or extended in connection with a Bill& Hold arrangement. Once products are invoiced and placed into Bill&
Hold, they will be segregated and marked as customer owned material, be readily available for immediate delivery to the
customer,and will be the sole property of the customer.JF Petroleum Group will have no entitlement to the products in Bill
&Hold.
f.Seller shall not be bound by any provision or agreement requiring or providing Seller to waive any rights to any lien,including
a mechanic's lien, or any provision conditioning Seller's right to receive payment for its work upon payment to Purchaser by
any third party.
4. DELIVERY;SHIPMENT TERMS; FREIGHT DAMAGE CLAIMS:
a.Shipping dates are approximate;delivery assurances are based on manufacturers'material suppliers to maintain schedules.
Delivery promises are contingent upon fires, strikes, accidents, lockout, work stoppages, war, riot, availability of materials,
acts of God,governmental action or regulation,or for other causes beyond Seller's control. The Seller shall have no liability
for any delay,failure to deliver, loss of business,liquidated damages or other loss or damages which might result therefrom.
The Seller will endeavor to maintain schedules, but cannot guarantee to do so. Delivery, unless otherwise stated, does not
include unloading. Seller shall not be liable for damage in transit of any materials furnished. The Purchaser shall make a
secure area (the "Secured Area") available to Seller if requested by Seller. Any necessary relocation of equipment or
installation materials from the Secured Area will be at Purchaser's expense.
b.The shipping terms,including the F.0.B.point(such as"shippers dock"or a designated destination), may be indicated on
the face of this agreement,The shipping terms should also include whether freight is"collect"or to be"prepaid and added".
If these terms are not indicated,they may be chosen by Seller at Seller's sole discretion. Whenever merchandise is delivered
to the designated F.O.B. point, by common carrier (by manufacturer or Seller), or is received by Purchaser, whichever is
earlier, Seller's responsibility ceases and full risk of loss (including transportation delays and losses) and title passes to
Purchaser,and Purchaser shall be liable to Seller for the full price of the merchandise. Delivery to Seller's facility for purposes
of convenience, coordination or price protection shall be considered"delivery"for invoice purposes.
c. If any damage is evident upon delivery, Purchaser must make a notation on the freight bill of lading and have the carrier's
agent sign upon delivery for claim record. Purchaser must immediately notify Seller and file a claim with the carrier,as Seller
assumes no responsibility for goods damaged in shipment. Shortages and hidden damages or defects to goods must be
reported to Seller and carrier within 30 days of receipt of shipment. The quoted prices do not include the cost of unloading,
which is Purchaser's responsibility.
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S. SCHEDULING OF WORK:The services set forth in Seller's proposal above and Purchaser's acceptance will be accomplished
in a timely,workmanlike and professional manner by Seller's personnel. If Seller is required to delay commencement of the
Work or if, upon embarking upon its Work, Seller is required to stop or interrupt the progress of its Work as a result of
changes in the scope of the Work requested by Purchaser, to fulfill the requirements of third parties, interruptions in the
progress of construction,or other causes beyond the direct reasonable control of Seller,additional charges shall be applicable
and payable by Purchaser.
6. ACCESS TO SITE:Purchaser will arrange and provide such access to the Site as is necessary for Seller to perform the Work.
Seller shall take reasonable measures and precautions to minimize damage to the Site and any improvements located thereon
as the result of its Work or the use of its equipment; however, Seller has not included in its fee the cost of restoration of
damage which may occur. If Purchaser desires or requires Purchaser to restore the Site to its former condition, upon written
request,Seller will perform such additional work as is necessary to do so and Purchaser agrees to pay to Seller for the cost.
7. PURCHASER'S DUTY TO NOTIFY SELLER: Purchaser represents and warrants that it has advised Seller of any known or
suspected hazardous materials, utility lines and pollutants at any site at which Seller is to do work hereunder, and unless
Seller has assumed in writing the responsibility of locating subsurface objects,structures,lines or conduits, Purchaser agrees
to the extent allowed by Texas law to defend,indemnify and hold Seller harmless from all claims,suits,citations,fines,losses,
costs and expenses,including reasonable attorney's fees, as a result of personal injury,death or property damage occurring
with respect to Seller's performance of its Work and resulting to or caused by contact with subsurface or latent objects,
structures, lines or conduits where the actual or potential presence and location thereof were not revealed to Seller by
Purchaser.
8. INSURANCE,LIMITED WARRANTY,INDEMNITY AND HOLD HARMLESS:
a. Seller does not extend any warranties to Purchasers of materials and equipment. The products sold by Seller may be
warranted by the manufacturer of the product but only to the extent of any warranty offered by the manufacturer. Purchaser
shall register equipment warranties with the manufacturer. MANUFACTURERS OR SELLER HAVE NO LIABILITY WHATSOEVER
FOR INDIRECT,SPECIAL,I NCI DENTAL OR CONSEQUENTIAL DAMAGES,including but not limited to lost profits,down time,loss
of material or product,clean up costs associated with loss of product,or damage to other equipment,unless said damage is
proven to have been caused by Seller's sole negligence. No warranty is extended where equipment is improperly installed
by Purchaser, its employees,agent, representative or contractor. Seller represents that it will convey good title to the items
purchased, however, except as modified in the next paragraph, SELLER MAKES NO OTHER WARRANTY OF ANY KIND
WHATSOEVER,EXPRESS OR IMPLIED,AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE HEREBY DISCLAIMED BY SELLER,
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b. Seller extends to Purchaser a limited warranty for Seller's work performed under this Agreement that such work will be
rendered in accordance with good commercial practice for a limited period of ninety (90) days from the date of Seller's
completion of such work, unless otherwise required by applicable law or unless amended by an instrument in writing signed
by the parties;HOWEVER,IF DURING THIS PERIOD,THERE IS A MALFUNCTION DUE TO SELLER'S IMPROPER OR SUBSTANDARD
PERFORMANCE,SELLER'S LIABILITY IS LIMITED TO THE COST OF REPAIR OR REPLACEMENT OF SUCH EQUIPMENT(PROVIDED
THAT SELLER IS GIVEN THE OPTION OF PERFORMING SUCH REPAIR OR REPLACEMENT WORK). THIS LIMITED WARRANTY IS
NULL AND VOID IN THE EVENT THAT THE PURCHASER OR A THIRD PARTY PERFORMS SUBSEQUENT WORK ON THE
EQUIPMENT INSTALLED OR REPAIRED BY SELLER, UNDER NO CIRCUMSTANCES IS SELLER LIABLE FOR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DOWN TIME, LOSS OF
MATERIAL OR PRODUCT, CLEAN UP COSTS ASSOCIATED WITH LOSS OF PRODUCT, OR ANY DAMAGE TO EQUIPMENT NOT
SERVICED, REPAIRED,OR INSTALLED BY SELLER. IN THE EVENT THAT SELLER SHALL BE LIABLE TO PURCHASER FOR DAMAGES
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT,WHETHER ARISING BY NEGLIGENCE,INTENDED CONDUCT(BUT
NOT INTENTIONAL MISCONDUCT), PURCHASER MAY RECOVER FROM SELLER DIRECT DAMAGES NOT TO EXCEED THE
AGGREGATE AMOUNT OF PURCHASE PRICE PAID BY PURCHASER FOR THE PARTICULAR GOODS OR SERVICES TO WHICH A
CLAIM OF LIABILITY IS ASSERTED.
c.To the extent allowed by Texas law Purchaser agrees to hold Seller harmless from and defend and indemnify it against any
of Seller's or Purchaser's losses in connection with any property damage, personal injury or death,whether same is related
to any claim,penalty,or fine by government agency for pollution,environmental damage,cleanup,or otherwise,or whether
any claim is made by any third party against Seller or Purchaser or said damage, personal injury or death is claimed or
sustained by Purchaser or Purchaser's employee or made against Purchaser or Seller in connection therewith, including but
not limited to damages,costs,expenses,and attorneys fees,except to the extent that said damage, personal injury or death
is proven to have been caused by the negligence or fault, the breach or violation of a statute, ordinance, governmental
regulation,standard,or rule, or the breach of the contract of the Seller, its agent or employee or any third party under the
control or supervision of the Seller,other than the Seller or its agent,employee or subcontractor of any tier.Where a penalty,
fine or claim for pollution damage or cleanup is made against Seller in connection with installation of materials or equipment,
Purchaser agrees to hold Seller harmless from and defend and indemnify it against same, except to the extent allowed by
Texas law that said fine or claims is proven to have been caused by the negligence or fault,the breach or violation of a statute,
ordinance,governmental regulation,standard,or rule,or the breach of the contract of the Seller.
d.Sellershall have NO LIABILITY under this warranty if equipment malfunctions or other problems result,directly or indirectly,
from accident (not caused by Seller), subsequent work on equipment by Purchaser or third party, improper operation of
equipment, inadequate maintenance, and/or failure to protect properly the equipment from environmental hazards. Seller
does not assume any liability and Purchaser agrees to the extent of Texas law,to hold Seller harmless from and defend and
indemnify Seller for losses or claims for tanks(s)that emerge from their set position and/or are lost after installation due to
improper ballasting,ground water,high water tables,or hydrostatic pressure,unless proper anchorage is provided for under
terms of this agreement,and Purchaser shall at all times provide adequate ballast.
e. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO CHANGE THIS WARRANTY IN ANY WAY.
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f.To the extent allowed by Texas law Purchaser will defend and indemnify Seller against any claims for damages for profits
arising from infringements of patents, designs, trade secrets, copyrights, trade names, and/or trademarks with respect to
goods manufactured, either in whole or part,to Purchaser's specifications, except to the extent that said claims are proven
to have been caused by the negligence or fault, the breach or violation of a statute, ordinance, governmental regulation,
standard,or rule, or the breach of the contract of the Seller.. To the extent allowed by Texas law Purchaser will defend and
indemnify Seller against any claims for damages for profits arising from infringements of patents, designs, trade secrets,
copyrights, trade names, and/or trademarks with respect to goods manufactured, by Seller and modified by Purchaser,
except to the extent that said claims are proven to have been caused by the negligence or fault,the breach or violation of a
statute, ordinance,governmental regulation,standard,or rule,or the breach of the contract of the Seller. Seller assumes no
liability for sales engineering or application information extended by its personnel. To the extent allowed by Texas law
Purchaser agrees to hold Seller and its representatives harmless from and indemnify them against any and all claims,losses,
damages,judgments,and costs,whether direct or indirect,or by reason of any reliance upon said representatives concerning
sales, engineering or application information provided by Seller and/or it representatives, except to the extent that said
claims, losses, damages,judgments, and costs are proven to have been caused by the negligence or fault, the breach or
violation of a statute,ordinance,governmental regulation,standard,or rule,or the breach of the contract of the Seller.
g.Seller shall maintain worker's compensation insurance covering its own employees. Unless otherwise specified,Seller shall
not be required to obtain fidelity or surety bonds,and the cost of any such bonds may be added to the price.
h. Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this
agreement or otherwise to perform any obligations of Purchaser, whether regulatory or contractual, or assume any
responsibility for Purchaser's business operations.
i. SHOULD SELLER OR ANY OF ITS PROFESSIONAL EMPLOYEES BE FOUND TO HAVE BEEN NEGLIGENT IN THE PERFORMANCE
OF ITS WORK,OR TO HAVE MADE AND BREACHED ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR CONTRACT,
PURCHASER,ALL PARTIES CLAIMING THROUGH PURCHASER AND ALL PARTIES CLAIMING TO HAVE IN ANY WAY RELIED UPON
SELLER'S WORK AGREE THATTHE MAXIMUM AGGREGATE AMOUNT OF THE LIABILITY OF SELLER, ITS OFFICERS, EMPLOYEES
AND AGENTS SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE FEE PAID TO SELLER FOR ITS WORK PERFORMED WITH
RESPECT TO THE PROJECT.
j.NO ACTION OR CLAIM,WHETHER IN TORT,CONTRACT,OR OTHERWISE,MAY BE BROUGHT AGAINST SELLER,ARISING FROM
OR RELATED TO SELLER'S WORK, MORE THAN TWO YEARS AFTER THE CESSATION OF SELLER'S WORK HEREUNDER.
9.RELATED WORK:
a. Labor, materials and outside services for electrical,concrete, asphalt,water,sewer and natural gas work are not included
in this agreement unless specified. Anchors,foundations,footings and cathodic protection are not included in this agreement
unless otherwise specified. If concrete slabs are placed and finished under this agreement,the Seller shall not be responsible
for the slab if such slab is not protected from traffic by Purchaser for at least a minimum of seven(7)days.
b. Seller has not included in this bid any removal or disposal of contaminated soils. If contaminated soils exist on the Site,
Purchaser will be advised and a supplemental fee agreed upon for the removal and disposal of such contaminated soils will
be charged. No soil or water sampling is included in this proposal, unless otherwise stated.
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c.Any electrical work expressly provided by Seller is regulated by the Texas Department of Licensing and Regulation, P. 0.
Box 12157,Austin,TX 78711, 1-800-803-9202,512-463-6599;website: www.license.state.tx.us/complaints. TECL#18579.
10.EXCAVATION: Installation is based on normal and stable soil conditions. In the event any underground structures,cables,
electrical conduits, piping,storm sewers, debris, rock, environmental contamination, concrete foundations, water, running
sand,caving walls,or similar non-visible obstructions are encountered,destroyed or damaged during the performance of the
agreement,Seller shall not be held responsible and the Purchaser shall bear and agrees to pay any additional costs associated
therewith. Additional cost or expense incurred by Seller resulting from conditions described above shall be borne by the
Purchaser and shall include Seller's labor, material, equipment costs and overhead costs plus a reasonable markup as
determined by Seller at its sole discretion. Log boring of the excavation site is not required of Seller under this agreement,
except when a specific amendment is attached to the body of this agreement. This quotation is based on the walls of the
excavation being vertical. If it is necessary for any reason to slope banks of the excavated area where the tanks are to be
installed Purchaser agrees to pay an additional charge for excavation and extra backfill material. If any underground hazards
listed above are encountered the Purchaser will be notified and will inspect the site and give the Seller written notice of his
inspection results and will include the order to proceed. If it becomes necessary for Seller to abandon the site of excavation
due to incurable excavation problems,contamination or notice not to proceed by the Purchaser, expenses to date covering
the work completed,tear down and removal of materials and equipment,and restocking charge for material ordered will be
borne and shall be paid by the Purchaser. All finish grades are to be established and verified by the Purchaser.
11.CANCELLATIONS AND RETURN OF GOODS: Purchaser may cancel an order only upon advance written approval of Seller
and provided Purchaser pays freight charges and Seller's reasonable cancellation and restocking charges,which are based in
part on manufacturer's charges. No merchandise may be returned without Seller's advance written consent,with shipping
instructions furnished, and no merchandise will be accepted for credit without Seller's authorization. At the option of the
Seller,the return of material prior to Purchaser receiving Seller's approval will result in the material remaining the property
of Purchaser,and it will be stored at Purchaser's sole risk and expense. If such material is not picked up by Purchaser within
ten (10)days from the date of the unauthorized return,Seller, may,at its sole option,declare Purchaser's interest and right
to the material forfeited and retain all money Purchaser has paid as liquidated damages. This means, Purchaser shall have
no further rights in the material and no money will be refunded or credit given. If Seller accepts the material in return for
credit,a handling charge based in part on acceptance of the material for return by the manufacturer will be charged,and no
credit shall be issued to Purchaser until credit from the manufacturer is received.
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12. GOVERNMENTAL COMPLIANCE: Environmental compliance is Purchaser's responsibility. Purchaser's failure to comply
strictly with applicable federal, state or local requirements, rules and/ or regulations (including but not limited to those
applicable to notice)shall completely void Seller's limited warranty as provided under Paragraph 8(b) of this Agreement. It
is Purchaser's responsibility to report any inventory shortage or suspected release to federal,state and all other authorities
having jurisdiction and to Seller within 24 hours of occurrence. To the extent allowed by Texas law Purchaser agrees to hold
Seller harmless from and indemnify and defend Seller against any claims or liability relating to Purchaser's failure to comply
strictly with all federal, state or local environmental requirements, rules and/or regulations, including those applicable to
notice. If Purchaser fails to comply strictly with any federal, state or local environmental requirements, rules and/or
regulations, including those applicable to notice, Purchaser hereby releases Seller its officers, directors, employees, agents,
affiliates, subsidiaries, related entities, successors and assigns (collectively "Releases") from any and all liabilities, claims,
obligations,suits, proceedings,causes of action,whether known or unknown,suspected or unsuspected, both at law and in
equity,which Purchaser ever had, now has or may hereafter have against any of the Releases arising out of or relating to its
failure to comply strictly with all federal,state or local environmental requirements,rules and/or regulations,including those
applicable to notice. Unless otherwise specified herein, Purchaser or its agent shall furnish a state fire marshal's permit, if
required,and all other permits,licenses,inspections fees or approvals,whether required by federal,state or local regulations.
Purchaser shall register all new or replacement regulated storage tanks in accordance with applicable state and local
regulations. Purchaser represents that no consent, approval, or authorization, declaration or filing with any third party or
governmental agency is required in connection with the performance of the Purchaser's obligations hereunder or to permit
Seller to perform its obligations hereunder, other than those approvals that have been previously obtained in writing by
Purchaser.
13. MANUFACTURER INFORMATION: Seller may provide manufacturer's product information and installation instructions
for informational purposes, but makes no representations regarding such information. Seller may also provide
manufacturer's product operating manual when available.
14. HAZARDOUS MATERIALS: Nothing contained within this agreement shall be construed or interpreted as requiring Seller
to assume the status of an owner,operator,generator,storey,transporter,treater or disposal facility as those terms appear
within RCRA or within any Federal or State statute or regulation governing the generation,transportation,treatment,storage
and disposal of pollutants. Purchaser assumes full responsibility for compliance with the provisions of the Resource
Conservation and Recovery Act ("RCRA") and any other Federal or State statute or regulation governing the handling,
treatment,storage and disposal of pollutants.
15.HARDWARE/SOFTWARE COMPATIBILITY: In connection with this agreement,the parties assume that any fueling system
hardware and software supplied by Purchaser is inherently compatible and requires only routine startup and programming.
If on startup,it is discovered that the hardware/software is not compatible or has innate deficiencies that require additional
configuration or upgrading,Seller shall be held harmless from any resulting delays in completion of the work, and shall be
entitled to full payment of the Agreement Price. In the event Purchaser discovers that the hardware/software is not
compatible or has innate deficiencies that require additional configuration or upgrading,and more than thirty(30)days from
the date of Seller's completion of such work have not elapsed, Purchaser shall immediately notify Seller, within seven (7)
calendar days from the date of such discovery(ies). Notification must be made by telephone contact, immediately followed
by written confirmation within twenty-four(24)hours. If additional configuration is needed and timely notification is given
to Seller as provided under this agreement and if Seller conducts the additional configuration or upgrading subject to
Purchaser's written approval, Purchaser shall immediately compensate Seller for the labor and material required to make
the system functional.
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16.ADMINISTRATIVE PROVISIONS:
a.Changes.This agreement may be amended at the request of either party from time to time by written Change Order signed
by both parties,setting forth the particular changes to be made and the effect of such changes on the price and on the time
of completion, subject to Seller's approval. A charge may be made for changes in drawings and/or specifications after
Purchaser and Seller have previously agreed upon same. The total charge will include order reprocessing costs, additional
material and labor costs.The total charge for these changes will be agreed to after receipt of written Purchaser authorization
or direction for these changes.
b. Record keeping. Purchaser is responsible to keep daily accurate inventory records on products stored in tanks, lines,and
dispensing equipment. In the event of a shortage or leakage within seven (7) calendar days from date of installation,
Purchaser shall immediately notify Seller. In no event shall Seller be responsible for shortages, clean-up or related costs
incurred for said shortages or leakages prior to notification. Notification must be made by telephone contact, immediately
followed by written confirmation within twenty-four(24) hours.
c. Contingencies. Seller shall be excused from performance under this agreement and will have no liability for any period it
is prevented from performing any of its obligations, in whole or in part, as a result of delays caused by Purchaser or a third
party or by and act of God, war, civil disturbance, fire, flood, frost, manufacturers' production schedules, installation
schedules and coordination of trades, delays in transportation, acts of government agencies, accidents, court order, labor
dispute, third party performance or nonperformance, or other cause beyond Seller's reasonable control, including failures
and fluctuations in electrical power, heat , light, or telecommunications, and such nonperformance shall not be a default
hereunder, or grounds for termination of this agreement. In no event shall an event of force majeure excuse the Purchaser
from making any payment due hereunder.
d.Seller may take photographs(electronic and still)and video recording of all aspects of excavation and installation.
17. ENFORCEABILITY/ SEVERABILITY, NON-WAIVER AND NON-ASSIGNABILITY: If any of the provisions hereof shall be
deemed unenforceable by reason of law or court ruling, the remaining provisions shall be deemed enforceable. Any waiver
of a breach of this agreement shall not be construed as a waiver of any other breach. Purchaser may not assign this
agreement or any rights hereunder, in whole or part,without the prior written consent of Seller.
18. MANDATORY MEDIATION AND CHOICE OF LAW AND FORUM. ANY DISPUTE INVOLVING THE ENFORCEMENT OR
INTERPRETATION OF THIS AGREEMENT IS SUBJECT TO MANDATORY, NON-BINDING MEDIATION UNDER THE
CONSTRUCTION INDUSTRY MEDIATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION,THE COST OF WHICH IS TO
BE BORNE BY THE PARTIES EQUALLY, PRIOR TO EITHER PARTY PURSUING ARBITRATION AS REQUIRED UNDER THIS
AGREEMENT. THE PLACE OF THE MEDIATION SHALL BE IN HIDALGO COUNTY,TEXAS. All other provisions hereof and of all
resulting orders are to be governed and construed under the laws of the State of Texas, and the courts of said state shall
have sole jurisdiction over any dispute concerning this agreement.
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19.ARBITRATION.THE PARTIES FURTHER AGREE AS FOLLOWS:(a)UPON WRITTEN NOTICE BY SELLER OR PURCHASER TO THE
OTHER,ANY AND ALL CONTROVERSIES BETWEEN THE PARTIES SHALL BE RESOLVED BY ARBITRATION IN ACCORDANCE WITH
THE CONSTRUCTION INDUSTRY ARBIRTRATION ASSOCIATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN
EFFECT AT THE TIME OF FILING, UNLESS THE CONSTRUCTION INDUSTRY ARBITRATION RULES CONFLICT WITH THIS
PROVISION,AND IN SUCH EVENTTHE TERMS OF THIS PROVISION SHALL CONTROL.ANY ARBITRATION HEREUNDER SHALL BE
BEFORE AT LEAST THREE ARBITRATORS ASSOCIATED WITH THE AMERICAN ARBITRATION ASSOCIATION AND SELECTED IN
ACCORDANCE WITH THE CONSTRUCTION INDUSTRY ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
THE AWARD OF THE ARBITRATORS, OR A MAJORITY OF THEM, SHALL BE FINAL, AND JUDGEMENT UPON THE AWARD
RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. ERRORS OF LAW SHALL BE AN
ADDITIONAL GROUND FOR VACATUR OF AN AWARD RENDERED PURSUANTTO THIS PROVISION.
(b)ARBITRABLE DISPUTES INCLUDE ANY AND ALL CONTROVERSIES OR CLAIMS BETWEEN THE PARTIES OF WHATEVER TYPE
OR MANNER, INCLUDING WITHOUT LIMITATION,ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,ALL PAST,
PRESENT AND/OR FUTURE AGREEMENTS INVOLVING THE PARTIES, ANY TRANSACTIONS BETWEEN OR INVOLVING THE
PARTIES, AND/OR ANY ASPECT OF ANY PAST OR PRESENT RELATIONSHIP OF THE PARTIES, SPECIFICALLY INCLUDING ANY
ALLEGED TORT COMMITTED BY ANY PARTY.
(c) DEPOSITIONS MAY BE TAKEN AND OTHER DISCOVERY OBTAINED IN ANY ARBITRATION UNDER THIS PROVISION. WITHIN
THIRTY(30)DAYS OFTHE DATEA RESPONSIVE PLEADING IS FILED IN AN ARBITRATION PROCEEDING HEREUNDER,ALL PARTIES
SHALL SERVE ON ALL OTHER PARTIES AN INITIAL DISCLOSURE AS WOULD BE REQUIRED BY RULE 26, FEDERAL RULES OF CIVIL
PROCEDURE.
(d) FOR THE PURPOSES OF THIS PROVISION, "THE PARTIES" MEANS SELLER AND PURCHASER, AND ALL PERSONS AND
ENTITIES SIGNING THIS AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED HERETOFORE OR CONTEMPORANEOUSLY
WITH AND AS PART OF THE SAME TRANSACTION WITH THIS AGREEMENT. "THE PARTIES"SHALL ALSO INCLUDE INDIVIDUAL
PARTNERS,OFFICERS,DIRECTORS, EMPLOYEES,AGENTS AND/OR REPRESENTATIVES OF ANY PARTY TO THOSE DOCUMENTS.
(e) THE PARTIES SHALL HAVE THE RIGHT TO INVOKE SELF-HELP REMEDIES (SUCH AS SET-OFF, SEIZURE AND/OR
FORECLOSURE) BEFORE, DURING OR AFTER ANY ARBITRATION AND/OR PERFORMANCE, RECEIVER, INJUNCTION OR
RESTRAINING ORDER, AND SEQUESTRATION) BEFORE OR AFTER ANY ARBITRATION. THE PARTIES NEED NOT AWAIT THE
OUTCOME OF THE ARBITRATION BEFORE USING SELF-HELP REMEDIES. USE OF SELF-HELP OR ANCILLARY AND/OR
PROVISIONAL JUDICIAL REMEDIES SHALL NOT OPERATE AS A WAIVER OF EITHER PARTY'S RIGHT TO COMPEL ARBITRATION.
(f) THE PARTIES AGREE THAT ANY ACTION REGARDING ANY CONTROVERSY BETWEEN THE PARTIES SHALL EITHER BE
BROUGHT BY ARBITRATION, AS DESCRIBED HEREIN, OR BY JUDICIAL PROCEEDINGS, BUT SHALL NOT BE PURSUED
SIMULTANEOUSLY IN DIFFERENT OR ALTERNATIVE FORUMS. A TIMELY WRITTEN NOTICE OF INTENT TO ARBITRATE
PURSUANT TO THIS AGREEMENT STAYS AND/OR ABATES ANY AND ALL ACTION IN A TRIAL COURT, SAVE AND EXCEPT A
HEARING ON A MOTION TO COMPEL ARBITRATION AND/OR THE ENTRY OF AN ORDER COMPELLING ARBITRATION AND
STAYING AND/OR ABATING THE LITIGATION PENDING THE FILING OF THE FINAL AWARD OF THE ARBITRATORS.
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(g)ANY AGGRIEVED PARTY SHALL SERVE A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ANY AND ALL OPPOSING PARTIES
WITHIN 360 DAYS AFTER DISPUTE HAS ARISEN.A DISPUTE IS DEFINED TO HAVE ARISEN ONLY UPON RECEIPT OF SERVICE OF
JUDICIAL PROCESS OR OF A COMPLAINT IN ARBITRATION. FAILURE TO SERVE A WRITTEN NOTICE OF INTENT TO ARBITRATE
WITHIN THE TIME SPECIFIED ABOVE SHALL BE DEEMED A WAIVER OF THE AGGRIEVED PARTY'S RIGHT TO COMPEL
ARBITRATION OF SUCH CLAIM.THE ISSUE OF WAIVER PURSUANTTO THIS AGREEMENT IS AN ARBITRABLE DISPUTE.
(h) ACTIVE PARTICIPATION IN PENDING LITIGATION DURING THE 360 DAY NOTICE PERIOD, WHETHER AS PLAINTIFF OR
DEFENDANT, IS NOT A WAIVER OF THE RIGHT TO COMPEL ARBITRATION. ALL DISCOVERY OBTAINED IN THE PENDING
LITIGATION MAY BE USED IN ANY SUBSEQUENT ARBITRATION PROCEEDING.
(i) THE PARTIES FURTHER AGREE THAT (i) NO ARBITRATION PROCEEDING SHALL BE CERTIFIED AS A CLASS ACTION OR
PROCEED AS A CLASS ACTION, AND (ii) NO ARBITRATION PROCEEDING HEREUNDER SHALL BE CONSOLIDATED WITH, OR
JOINED IN ANY WAY WITH,ANY OTHER ARBITRATION PROCEEDING.
(j)ANY ARBITRATOR SELECTED SHALL BE KNOWLEDGEABLE IN THE SUBJECT MATTER OF THE DISPUTE.EACH OF THE PARTIES
SHALL PAY AN EQUAL SHARE OF THE ARBITRATION COSTS, FEES, EXPENSES,AND OF THE ARBITRATORS' FEES, COSTS, AND
EXPENSES.
(k) ALL STATUTES OF LIMITATIONS WHICH WOULD OTHERWISE BE APPLICABLE SHALL APPLY TO ANY ARBITRATION
PROCEEDING HEREUNDER AND THE COMMENCEMENT OF ANY ARBITRATION PROCEEDING TOLLS SUCH LIMITATIONS.
(1) IN ANY ARBITRATION PROCEEDING SUBJECT TO THIS PROVISION, THE ARBITRATORS, OR MAJORITY OF THEM, ARE
SPECIFICALLY EMPOWERED TO DECIDE (BY DOCUMENTS ONLY, OR WITH A HEARING, AT THE ARBITRATORS' SOLE
DISCRETION) PRE-HEARING MOTIONS WHICH ARE SUBSTANTIALLY SIMILAR TO PRE-HEARING MOTIONS TO DISMISS AND
MOTIONS FOR SUMMARY ADJUDICATION.
(m)THIS ARBITRATION PROVISION SHALL SURVIVE ANY TERMINATION,AMENDMENT,OR EXPIRATION OF THE AGREEMENT
IN WHICH THIS PROVISION IS CONTAINED, UNLESS ALL OF THE PARTIES OTHERWISE EXPRESSLY AGREE IN WRITING.
(n) THE ARBITRATORS, OR A MAJORITY OF THEM, SHALL AWARD ATTORNEY'S FEES AND ARBITRATION COSTS TO THE
PREVAILING PARTY PURSUANT TO THE TERMS OF THIS AGREEMENT.
(o)VENUE OF ANY ARBITRATION PROCEEDING HEREUNDER SHALL BE IN HIDALGO COUNTY,TEXAS.
THE PARTIES MAY AGREE IN WRITING TO USE A DIFFERENT ARBITRATION GROUP BESIDES THE AMERICAN ARBITRATION
ASSOCIATION.
20. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding of the parties, and there are no
representations, warranties or undertakings made other than as set forth herein; however, this agreement is subject to
revision and may not be the final project cost. This agreement is further binding between the parties for all labor performed,
materials supplied and/or work completed between the parties whether or not such work is included within the scope of the
Work as defined herein this Agreement.
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Acceptance: The above prices, specifications and conditions included and detailed above have been read are hereby
accepted,including the statement concerning this project is not a"lump sum"project.Purchaser is responsible for all sales,
use and other governmental taxes and charges, which are not included in the price unless expressly stated. You are
authorized to do the work as specified. Payment will be made as outlined above. Seller may revoke this offer before
acceptance.
IN WITNESS THEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORIZED
REPRESENTATIVES.This agreement is subject to revision and may not be the final project cost.Additions or deletions as
defined by the owner will reflect the final project cost.
City of Corpus Christi non-appropriation clause. It is agreed that: The continuation of this Agreement after the
close of any fiscal year of the City, which fiscal year ends on September 301h annually, is subject to budget approval
and appropriations 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 a budget item providing for this Agreement will be adopted, as that determination is within the City
Council's sole discretion when adopting the budget.
PSI JF Petroleum Group, Inc.
By: Margarito Escalante
Title: Commercial Sales Date: 8/6/2025
ACCEPTED FOR: CCIA:
By: Printed Name:
Title: Date:
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ATTACHMENT B: 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 to Aviation 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 Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence - aggregate
or termination required on all certificates
and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Company is not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Incident Limit
Including:
1. Sudden and Accidental Pollution
Coverage
2. Cleanup and Remediation
3. Fueling Operations
Pagel of 3
PROPERTY COVERAGE $150,000 Per Occurrence
*Must Provide Coverage for City of Corpus
Christi Property While in Care, Custody or
Control.
MOTOR TRUCK CARGO (or) $150,000 Combined Single Limit
TRIP TRANSIT
*Must Provide Coverage for City of Corpus
Christi Property While in Transport.
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.
Page 2 of 3
E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage,
Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City
shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required,the City shall have the
right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be
held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations
under this contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this contract.
2025 Insurance Requirements Exhibit
CCIA QTA Fuel Farm
Contracts for General Services—Performed On/Offsite—Pollution—Property Coverage - Motor Truck Cargo
06/12/2025 Risk Management—Legal Dept.
Note: This Exhibit Does Not Provide for Removal or Installation of Fuel Storage Tanks.
A Separate Exhibit is Required for Any Work Related to Fuel Storage Tanks.
BONDS
A performance bond will not be required by Aviation.
Page 3 of 3
i
ATTACHMENT C: WARRANTY REQUIREMENTS
See manufacturer's product standard warranty attached.
Refer to Limited Labor Warranty as shown in Attachment A.
Page 1 of 3
4'S'
FLJELMASTEFR
jf..
THINGS HAPPEN -
WE 'VE GOT YOU COVERED
WARRANTY AND EXTENDED WARRANTY OPTIONS
Page 2 of 3
MADEI
IN THE USA ICA ENG1NE=-ERE0 BY syritach
-= Syntech Syntech Systems, Inc.
'� Toll Free 800.888.9136 1 Phone 850.878.2558
100 Four Points Way, Tallahassee, FL 32305
MYFUELMASTER.COM
FuelMaster Warranty and Extended Warranty Options
Syntech provides a manufacturer's warranty on FMU equipment for 15-months from the date of
shipment, or a 12-month period from date of installation, whichever comes first. Additionally, Syntech
provides a 12-month manufacturer's warranty on AIM equipment from date of purchase. Customers are
able to upgrade their manufacturer's standard warranty to a super warranty program.
Standard Warranty (Included)
• Unlimited phone support and diagnostics from 8:00am - 8:00pm EST Monday through Friday,
excluding federal holidays.
• Free software/firmware upgrades
• Free required repair parts (exclusions are Acts of God, vandalism, and faulty installation or
operation by a vendor. This also does not cover site visits by FuelMaster technicians if required).
Super Warranty($1,435 per FuelMaster unit)
• Unlimited 24/7 phone support and diagnostics with no holiday restrictions.
• Free software/firmware upgrades
• Free required repair parts
• Acts of God Coverage
• Free Surge/Lighting Kits
• Free FuelMaster certified technician site visits as required
Extended maintenance is a method of extending the first-year manufacturer's warranty on your
FuelMaster Equipment. An extended maintenance plan is the best way to preserve your investment into
FuelMaster. Outlined below are the three annual extended maintenance options that can be provided
for your FuelMaster system along with the annual cost. AIM Maintenance can be added onto any of our
three base levels; Limited, Standard, or Super Maintenance.
Limited Maintenance ($550 for first FuelMaster unit, $275 for each additional unit)
• Unlimited phone support and diagnostics from 8:00am - 8:00pm EST Monday through Friday,
excluding federal holidays.
• Free software/firmware upgrades
• 10%discount on repair parts
Standard Maintenance ($1,275 per FuelMaster unit)
• Unlimited phone support and diagnostics from 8:00am - 8:00pm EST Monday through Friday,
excluding federal holidays.
• Free software/firmware upgrades
• Free required repair parts (exclusions are Acts of God, vandalism, and faulty installation or
operation by a vendor. This also does not cover site visits by FuelMaster technicians if required).
Super Maintenance ($2,650 per FuelMaster unit)
• Unlimited 24/7 phone support and diagnostics with no holiday restrictions.
• Free software/firmware upgrades
• Free required repair parts
• Acts of God Coverage
• Free Surge/Lighting Kits
• Free FuelMaster certified technician site visits as required
AIM Extended Maintenance ($6.25 per AIM Module)
• Phone support
• Failed hardware replacement
• Free Firmware updates and OBD Dataset
Please contact tavlor.fenior(cbmvfuelmaster.com to inquire about or order a maintenance plan.
11Page Syntech Systems , Inc .
Page 3 of 3
I
i
i
Attachment D: Federal Requirements
i
Al BUY AME'RICAN PREFERENCE
Al.l SGU�RCE
Title..4,9.05C§50101
A1.2 APPLICABILITY
The Buy.American Preference-requirement In 49 Use'5 80101 requires that all steel and manufactured:
goods used on AIP projects be produced in the United States.The statute gives tfe FAA the ability to issue
a waiver to a.sponsor to.use non-domestic material on an AIP funded project subject to meeting certain
conditions. A sponsor may request that the FAA issue:a waiver from.the Buy American Preference
requirements if the FAA fihds.that!
1). Applying the,provision is not In the public interest;
2) The steel or manufactured goods are not available In sufficient_quantity or quality in the Unified.
States;
3) The- cost of components 'and subcomponents produced in the United :States Is more than
60 percent of the total components of a facility or equipment,and final assembly has takenplace.
in the United States.. Items that have an FAA.standard specification:item number(such as specific
airport-lighting equipment)are considered the�equipment.
4) Applying this provision would,increase.the cost of the dyePall'project by more than 25 percent.
Tirtairig of Waiver'Requests., Sponsors desiring a Type 1 or Type 2.waiver must submit their waiver
requests before issuing a solicitation for bids ora request for proposal:for a project:.
The sponsor must submit Type 3 or Type 4 waiver requests prior to executing the contract. The FAA will
generally not consider waiver requests after execution of the,contract except.Where extraordinary and
extenuating;circumstances exist. The FAA cannot.review waiver requests with Incomplete information;
Sponsors mustassess the adequacy of the waiver.request and associated Information prior to,forwarding
a waiver request to the'FAAfor action.
Buy American Conformance List. The FAA Office,of Airports maintains a listing:of equipment that has
received a natlonwlde waive.rfrom.the Buy American Preference requirements or that fully meet the Buy
American requirements. The Nationwide Buy American waiver List is: available online at
www.iaa.gov/airports/alp/buy. american/. Products listed on the:Buy-American Conformance list do not
require additional submittal:of doitmestic content Information under a project specific Buy American
Preference waiver,
Facility Waiver Requests.. For construction of''a facility,the sponsor may.submitthe waiver request after
bid opening,.but priorto contract execution. Examples offacility construction:Include.term Ina I buildings;
terminal renovation;and snow removal equipment buildings.
Contract Types—
Construction and'Equlpment—The sponsor must meetthe Buy American.Preference requirements
of.49 USC:§50101 for all'AIP.funded projects that require steel or manufactured'goods, The Buy
America,requirements flow down from the sponsor to.first tier contractors;who are responsible
for ensuring that lower tier contractors and subcontractors are.also:in compliance,
Page 1 of 15
Note:The Buy American Preference does not apply toe qu I pment a contractor uses as a tool of Its
trade and which does not remain as part of the project.
Professional Services — Professional service agreements (PSAs) do not normally result in a
deliverable that meets the definition of a manufactured product. However, the emergence of
various project delivery methods has created situations where task deliverables under a PSA may
include a manufactured product.If a PSA includes providing a manufactured good as a deliverable
under the contract, the sponsor must include the Buy American Preference provision in the
agreement.
Property—Most land transactions do not involve acquiring a manufactured product. However,
under certain circumstances, a property acquisition project could result in the installation of a
manufactured product. For example,the installation of property fencing, gates,doors and locks,
etc. represent manufactured products acquired under an AIP funded land project that must
comply with Buy American Preferences.
Use of Provision —No mandatory language provided. The following language is acceptable to the FAA
and meets the intent of this requirement. If the sponsor uses different language,the sponsor's revised
language must fully comply with 49 USC§50101.
There are two types of Buy American certifications. The sponsor must incorporate the appropriate
"Certificate of Buy America Compliance" in the solicitation:
• Projects for a facility (buildings such as terminals, snow removal equipment (SRE) buildings,
aircraft rescue and firefighting(ARFF)buildings,etc.)—Insert the Certificate of Compliance Based
on Total Facility.
• Projects for non-facility development (non-building construction projects such as runway or
roadway construction or equipment acquisition projects)— Insert the Certificate of Compliance
Based on Equipment and Materials Used on the Project.
Page 2of15
A1.3 SOLICITATION CLAUSE
The sponsor must include this clause in:
1) All AIP funded solicitations for bids, requests for proposals, or any work subject to Title VI
regulations;and
2) All sponsor proposals for negotiated agreements regardless of funding source.
A1.3.1 Title VI Solicitation Notice
Title VI Solicitation Notice:
The City of Corpus Christi,in accordance with the provisions of Title VI of the Civil Rights Act of 1964
(78 Stat.252,42 USC§§2000d to 2000d-4)and the Regulations,hereby notifies all bidders or offerors that
it will affirmatively ensure that any contract entered into pursuant to this advertisement, [select
disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be
afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated
against on the grounds of race,color,or national origin in consideration for an award.
Page 3 of 15
A2 DEBARMENT AND SUSPENSION
A2.1 SOURCE
2 CFR part 180(Subpart C)
2 CFR part 1200
DOT Order 4200.5
A2.2 APPLICABILITY
The sponsor must verify that the firm or individual that it Is entering into a contract with is not presently
suspended,excluded,or debarred by any Federal department or agency from participating in federally
assisted projects.The sponsor accomplishes this by:
1) Checking the System for Award Management(SAM.gov)to verify that the firm or individual is not
listed In SAM.gov as being suspended,debarred,or excluded;
2) Collecting a certification from the firm or Individual that it is not suspended, debarred, or
excluded;and
3) Incorporating a clause in the contract that requires lower tier contracts to verify that no
suspended,debarred,or excluded firm or individual is included in the project.
Contract Types—This requirement applies to covered transactions,which are defined in 2 CFR part 180.
AIP funded contracts are non-procurement transactions, as defined by §180.970. Covered transactions
Include any AIP-funded contract, regardless of tier, that Is awarded by a contractor, subcontractor,
supplier, consultant, or its agent or representative in any transaction, if the amount of the contract is
expected to equal or exceed$25,000. This includes contracts associated with land acquisition projects.
Use of Provision—No mandatory language provided. The following language Is acceptable to the FAA in
meeting the Intent of this requirement. If the sponsor uses different language,the sponsor's language
must fully satisfy the requirements of 2 CFR part 180. For professional service agreements,sponsor may
substitute bidder/offeror with consultant.
A2.3 SOLICITATION CLAUSE
A2.3.1 Bidder or Offeror Certification
CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its
principals are presently debarred or suspended by any Federal department or agency from participation in
this transaction.
A2.3.2 Lower Tier Contract Certification
CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT
The successful bidder, by administering each lower tier subcontract that exceeds$25,000 as a"covered
transaction", must verify each lower tier participant of a "covered transaction" under the project is not
Page 4 of 15
presently debarred or otherwise disqualified from participation in this federally assisted project. The
successful bidder will accomplish this by;
1. Checking the System for Award Management at website; http://www.sam.gov.
2, Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding
Debarment,above.
3, Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a
higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,
the FAA may pursue any available remedies, including suspension and debarment of the non-compliant
participant.
Page 5 of 15
A3TRADE RESTRICTION CERTIFICATION
A3.1 SOURCE
49 USC§50104
49 CFR part 30
A3.2 APPLICABILITY
Unless waived by the Secretary of Transportation,sponsors may not use AIP funds on a product or service
from a foreign country included in the current list of countries that discriminate against U.S. firms as
published by the Office of the United States Trade Representative(USTR).
Contract Types—The trade restriction certification and clause applies to all AIP funded projects.
Use of Provision—MANDATORY TEXT. 49 CFR part 30 prescribes the language for this model clause. The
sponsor must include this certification language in all contracts and subcontracts without modification.
A3.3 SOLICITATION CLAUSE
TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract,the Offeror—
1) is not owned or controlled by one or more citizens of a foreign country included in the list of
countries that discriminate against U.S. firms as published by the Office of the United States
Trade Representative(USTR);
2) has not knowingly entered into any contract or subcontract for this project with a person that is a
citizen or national of a foreign country included on the list of countries that discriminate against
U,S.firms as published by the USTR; and
3) has not entered into any subcontract for any product to be used on the Federal project that is
produced in a foreign country included on the list of countries that discriminate against U.S.firms
published by the USTR.
This certification concerns a matter within the jurisdiction of an agency of the United States of America
and the making of a false, fictitious, or fraudulent certification may render the maker subject to
prosecution under Title 18 USC Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has become
erroneous by reason of changed circumstances. The Contractor must require subcontractors provide
immediate written notice to the Contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49
CFR 30.17,no contract shall be awarded to an Offeror or subcontractor;
1) who is owned or controlled by one or more citizens or nationals of a foreign country included on
the list of countries that discriminate against U.S.firms published by the USTR or
2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign
country on such USTR list or
Page 6 of 15
3) who incorporates in the public works project any product of a foreign country on such USTR list.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render,in good faith,the certification required by this provision. The knowledge and information
of a contractor is not required to exceed that which is normally possessed by a prudent person in the
ordinary course of business dealings.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in all lower tier subcontracts.The Contractor may rely on
the certification of a prospective subcontractor that it is not a firm from a foreign country included on the
list of countries that discriminate against U.S, firms as published by USTR, unless the Offeror has
knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an
award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous
certification,the Federal Aviation Administration(FAA) may direct through the Owner cancellation of
the contract or subcontract for default at no cost to the Owner or the FAA.
Page 7 of 15
A4 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
A4.1 SOURCE
31 USC§1352—Byrd Anti-Lobbying Amendment
2 CFR part 200,Appendix II(J)
49 CFR part 20,Appendix A
A4.2 APPLICABILITY
Consultants and contractors that apply or bid for an award of$100,000 or more must certify that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency,a member of Congress,officer or employee
of Congress,or an employee of a member of Congress In connection with obtaining any Federal contract,
grant, or another award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-
Federal funds that takes place in connection with obtaining any Federal award.
Contract Types—The sponsor must incorporate this provision into all contracts exceeding$100,000.
Use of Provision —MANDATORY TEXT. Appendix A to 49 CFR Part 20 prescribes language the sponsor
must use. The sponsor must incorporate this provision without modification.
A4.3 CONTRACT CLAUSE
CERTI)aICA.TION REGARDING LOBBYING
The Bidder or,Offeror certifies by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief,that:
(I) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or
Offeror, to any person for influencing or attempting to influence an officer or employee of an
agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member
of Congress in connection with the awarding of any Federal contract,the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan,or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall
complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance
with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all sub-awards at all tiers(including subcontracts,subgrants, and contracts under
grants, loans,and cooperative agreements) and that all sub-recipients shall certify and disclose
accordingly.
Page 8 of 15
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into.Submission of this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for
each such failure.
Page 9 of 15
A5TAX DELINQUENCY AND FELONY CONVICTIONS'
A5.1 SOURCE
Sectlons:415 and 416 of Title IV,Division L of the Consolidated.Appropriations Act,20:W(Pub,L.113-76),
and similar provisions in subsequent appropriations acts,
DOT Order 4200.6-Requirements for Procurement and Non-Procurement.Regarding Tax Delinquency
and Felony Convictions.
A5.2 APPLICABILITY
The sponsor_must ensure that no funding goes to any contractor who:
Has been convicted of a Federal felony within the last 24 months;,or
Has any outstanding tax liability for which all judicial and administrative remedies have lapsed or
been exhausted.
Contract:Types -This provision applies to all contracts funded in whole or part with AIR.
Use of Provision—The following language:is acceptable to the FAA and meet$the intent of this
requirement. If the sponsor uses,diffet'ent language,the sponsors;language must:fu*ily satisfy the
requirements of DOT Order 4200.6,
A5.3 CONTRACT CLAUSE
CERTIFICATION.OF OFFPRER/BIDDERREGARDING TAX DELINQUENCY AND FELONY
CONVICTIONS
The applicant must complete the following two certification.statements,The applicant must indicate its
current status as it relates.to tax delinquency and felony conviction by inserting a checkmark(✓) in the
space following the applicable;response,The applicant agrees that,if awarded,a contract resulting from
this,solicitation,it will•incorporate this provision for certification in all lower tier subcontracts:.
Certifications
1} The applicant represents that,it is is not( ';)a C,oipor..tion'that has any unpaid Federal tax
liability that`has been assessed,fop which all.judicial and administrative remedies have been
exhausted,or.have lapsed,and that is not being paid in a timely manner pursuant to an agreement
With the authority responsible for collecting the tax.liability..
2); The applicant represents that it is( )is not( );is not a.corpbtatlon that was convicted of a
criminal violation under any:Federal law within the preceding 24 months.,
Note
If an applicant responds in the affirmative to either of the above representations,the applicant is
ineligible'ao receive.an award unless the sponsor has received notification from the agency suspension
and debarment official(SDO).that the SDO has considered suspension or debarment and determined
that further;actlon is not required to protect the Government's interests,; The applicant therefore must
provide information to.the.owner about its tax liability'or conviction to the Owner;Who will then notify
the FAA Airports llistrict Office,which will then notify the agency's SDO toafacilitate completion of
the required considerations before award decisions are made:
Page 10 of 1S
A6TERMINATION OF CONTRACT
A6.1 SOURCE
2 CFR§ 200 Appendix II(B)
FAA Advisory Circular 150/5370-10,Section 80-09
A6.2 APPLICABILITY
Contract Types—All contracts and subcontracts in excess of$10,000 must address termination for cause
and termination for convenience by the sponsor.The provision must address the manner(i.e. notice,
opportunity to cure,and effective date)by which the sponsor's contract will be affected and the basis
for settlement (i.e.incurred expenses,completed work, profit,etc.).
Use of Provision—
Termination for Default—MANDATORY TEXT, Section 80-09 of FAA Advisory Circular 150/5370-
10 establishes standard language for Termination for Default under a construction contract. The
sponsor must not make any changes to this standard language.
Termination for Convenience—No mandatory text provided. The sponsor must include a clause
for termination for convenience.The following language is acceptable to the FAA and meets the
intent of this requirement. if the sponsor uses different language,the sponsor's language must
fully satisfy the requirements of Appendix II to 2 CFR part 200.
Equipment,Professional Services, and Property—No mandatory text provided.The sponsor may
use their established clause language provided that it adequately addresses the intent of
Appendix II(B)to Part 200, which addresses termination for fault and for convenience.
A6.3 CONTRACT CLAUSE
A6.3.1 Termination for Convenience
TERMINATION FOR CONVENIENCE(CONSTRUCTION&EQUIPMENT CONTRACTS)
The Owner may terminate this contract in whole or in part at any time by providing written notice to the
Contractor. Such action may be without cause and without prejudice to any other right or remedy of
Owner. Upon receipt of a written notice of termination,except as explicitly directed by the Owner,the
Contractor shall immediately proceed with the following obligations regardless of any delay in
determining or adjusting amounts due under this clause;
1. Contractor must immediately discontinue work as specified in the written notice.
2. Terminate all subcontracts to the extent they relate to the work terminated underthe notice.
3. Discontinue orders for materials and services except as directed by the written notice.
4. Deliver to the Owner all fabricated and partially fabricated parts,completed and partially
completed work,supplies,equipment and materials acquired prior to termination of the work,
and as directed in the written notice.
5. Complete performance of the work not terminated by the notice.
6. Take action as directed by the Owner to protect and preserve property and work related to this
contract that Owner will take possession.
Page 12 of 15
Owner agrees to pay Contractor for:
1) completed and acceptable work executed in accordance with the contract documents prior to the
effective date of termination;
2) documented expenses sustained prior to the effective date of termination in performing work and
furnishing labor,materials,or equipment as required by the contract documents in connection
with uncompleted work;
3) reasonable and substantiated claims,costs,and damages incurred in settlement of terminated
contracts with Subcontractors and Suppliers;and
4) reasonable and substantiated expenses to the Contractor directly attributable to Owner's
termination action.
Owner will not pay Contractor for loss of anticipated profits or revenue or other economic loss arising
out of or resulting from the Owner's termination action.
The rights and remedies this clause provides are in addition to any other rights and remedies provided
by law or under this contract.
TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES)
The Owner may,by written notice to the Consultant,terminate this Agreement for its convenience and
without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as
explicitly directed by the Owner, the Contractor must immediately discontinue all services affected.
Upon termination of the Agreement,the Consultant must deliver to the Owner all data,surveys,models,
drawings,specifications,reports,maps,photographs,estimates,summaries,and other documents and
materials prepared by the Engineer under this contract, whether complete or partially complete,
Owner agrees to make just and equitable compensation to the Consultant for satisfactory work
completed up through the date the Consultant receives the termination notice. Compensation will not
include anticipated profit on non-performed services.
Owner further agrees to hold Consultant harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause,
A6.3.2 Termination for Default
TERMINATION FOR DEFAULT(CONSTRUCTION)
Section 80-09 of FAA Advisory Circular 150/5370-10 establishes conditions,rights,and remedies
associated with Owner termination of this contract due to default of the Contractor.
TERMINATION FOR DEFAULT(EQUIPMENT)
The Owner may,by written notice of default to the Contractor,terminate all or part of this Contract if
the Contractor:.
1, Fails to commence the Work under the Contract within the time specified in the Notice-to-
Proceed;
2. Fails to make adequate progress as to endanger performance of this Contract in accordance with
its terms;
3. Fails to make delivery of the equipment within the time specified in the Contract, including any
Owner approved extensions;
Page 13 of 15
4. Fails to comply with material provisions of the Contract;
5, Submits certifications made under the Contract and as part of their proposal that include false or
fraudulent statements;or
6, Becomes insolvent or declares bankruptcy.
If one or more of the stated events occur,the Owner will give notice in writing to the Contractor and
Surety of its intent to terminate the contract for cause.At the Owner's discretion,the notice may allow
the Contractor and Surety an opportunity to cure the breach or default.
If within[10] days of the receipt of notice, the Contractor or Surety fails to remedy the breach or default
to the satisfaction of the Owner,the Owner has authority to acquire equipment by other procurement
action.The Contractor will be liable to the Owner for any excess costs the Owner incurs for acquiring
such similar equipment.
Payment for completed equipment delivered to and accepted by the Owner shall be at the Contract
price.The Owner may withhold from amounts otherwise due the Contractor for such completed
equipment,such sum as the Owner determines to be necessary to protect the Owner against loss because
of Contractor default,
Owner will not terminate the Contractor's right to proceed with the Work under this clause if the delay
in completing the work arises from unforeseeable causes beyond the control and without the fault or
negligence of the Contractor. Examples of such acceptable causes include: acts of God,acts of the
Owner,acts of another Contractor in the performance of a contract with the Owner,and severe weather
events that substantially exceed normal conditions for the location.
If,after termination of the Contractor's right to proceed,the Owner determines that the Contractor was
not in default,or that the delay was excusable,the rights and obligations of the parties will be the same
as if the Owner issued the termination for the convenience the Owner.
The rights and remedies of the Owner in this clause are in addition to any other rights and remedies
provided by law or under this contract.
TERMINATION FOR DEFAULT(PROFESSIONAL SERVICES)
Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that
are essential to the completion of the work per the terms and conditions of the Agreement.The party
initiating the termination action must allow the breaching party an opportunity to dispute or cure the
breach.
The terminating party must provide the breaching party[7] days advance written notice of its intent to
terminate the Agreement,The notice must specify the nature and extent of the breach,the conditions
necessary to cure the breach,and the effective date of the termination action. The rights and remedies in
this clause are in addition to any other rights and remedies provided by law or under this agreement.
a) Termination by Owner:The Owner may terminate this Agreement in whole or in part,for the
failure of the Consultant to:
1. Perform the services within the time specified in this contract or by Owner approved extension;
2. Make adequate progress so as to endanger satisfactory performance of the Project;or
3. Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination,the Consultant must immediately discontinue all services
affected unless the notice directs otherwise. Upon termination of the Agreement,the Consultant must
deliver to the Owner all data,surveys,models,drawings,specifications,reports,maps,photographs,
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estimates,summaries,and other documents and materials prepared by the Engineer under this
contract,whether complete or partially complete.
Owner agrees to make just and equitable compensation to the Consultant for satisfactory work
completed up through the date the Consultant receives the termination notice. Compensation will not
include anticipated profit on non-performed services.
Owner further agrees to hold Consultant harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause.
If,after finalization of the termination action,the Owner determines the Consultant was not in default
of the Agreement,the rights and obligations of the parties shall be the same as if the Owner issued the
termination for the convenience of the Owner.
b) Termination by Consultant;The Consultant may terminate this Agreement in whole or in part,if
the Owner;
1, Defaults on its obligations under this Agreement;
2. Fails to make payment to the Consultant in accordance with the terms of this Agreement;
3. Suspends the Project for more than[180] days due to reasons beyond the control of the
Consultant.
Upon receipt of a notice of termination from the Consultant,Owner agrees to cooperate with
Consultant for the purpose of terminating the agreement or portion thereof,by mutual consent. If
Owner and Consultant cannot reach mutual agreement on the termination settlement,the Consultant
may,without prejudice to any rights and remedies it may have,proceed with terminating all or parts
of this Agreement based upon the Owner's breach of the contract.
In the event of termination due to Owner breach,the Engineer is entitled to invoice Owner and to
receive full payment for all services performed or furnished in accordance with this Agreement and
all justified reimbursable expenses incurred by the Consultant through the effective date of
termination action.Owner agrees to hold Consultant harmless for errors or omissions in documents
that are incomplete as a result of the termination action under this clause.
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