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PROJECT DONATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND
S.E.A. DISTRICT, INC.
This Project Donation Agreement ("Agreement") is entered into by and between the City of
Corpus Christi, Texas, a home-rule municipal corporation ("City"), acting through its duly
authorized City Manager or the City Manager's designee ("City Manager") and the S.E.A.
District, Inc., a Texas nonprofit corporation, ("S.E.A. District").
WHEREAS, the City owns the Thermal Energy Storage System Tower located near the
intersection of Brewster Street at Mesquite Street, (the"Project Premises");
WHEREAS, S.E.A. District desires to donate services to paint said tower as depicted on the
attached Exhibit A, ("the Project");
WHEREAS, S.E.A. District has obtained all required releases to allow use of the design
depicted on Exhibit A at the Project Premises;
WHEREAS, the City and S.E.A. District, Inc. wish to set out the terms and conditions under
which the Project is to be completed;
NOW, THEREFORE, the City and S.E.A. District, Inc. for and in consideration of the terms and
conditions set out in this Agreement, the sufficiency of which is hereby acknowledged, agree as
follows:
Section 1. Contract Administrator. The City's contract administrator for this Agreement is the
City's Business Liaison in the City Manager's Office ("City Business Liaison"). S.E.A. District
shall not commence work under this Agreement until written notice to proceed is provided by the
City Business Liaison to the S.E.A. District.
Section 2. Project Timeline. The City and S.E.A. District agree to have S.E.A. District design,
paint, complete the Project within 90 days from date written notice to proceed is provided by the
City Business Liaison. The design for the Project is attached to this Agreement as Exhibit A.
Section 3. Term. The term of this Agreement begins upon execution by the City and ends
upon written acceptance of the Project by the City Business Liaison, except for specific sections
with survival provisions in the Agreement. The City reserves the right to terminate this
Agreement with or without cause at any time upon seven days'written notice to S.E.A. District.
Section 4. Performance of Work.
A. City Manager or designee may make visits to the Project Premises to inspect the work
being performed.
B. S.E.A. District shall ensure that the work performed under this Agreement is of good quality
and in compliance with applicable Federal, State and local laws and regulations.
C. Prior to commencing any work, S.E.A. District shall obtain all required permits and licenses.
S.E.A. will comply with the traffic control plan attached as Exhibit C at all times SEA or its
contractor are working at the Premises.
C2015-535
2/02/15
SEA District Inc.
SCANNED
Page 2 of 10
D. S.E.A. District shall coordinate performance of work with the City Business Liaison.
Section 5. Compensation. S.E.A. District will provide all work and equipment required for
performance under this Agreement at no cost to the City. City has no obligation to provide any
funds or services for completion of the Project.
Section 6. Completion of Project. S.E.A. District shall notify the City Business Liaison upon
completion of the Project to allow for City review and written determination of final acceptance.
Section 7. Insurance.
A. S.E.A. District shall secure and maintain, during the term of this Agreement and at its
sole expense, the levels and types of insurance set out in Exhibit B, a copy of which is
attached to this Agreement and incorporated in this Agreement by reference.
B. Any subcontractors, if approved by the City, must secure and maintain the same levels
and types of insurance shown in Exhibit B prior to performing any work related to this
Agreement.
C. S.E.A. District shall provide proof, by certificate of insurance meeting the limits and
requirements set out in Exhibit B, to the City's Risk Manager and Business Liaison upon
the execution of this Agreement.
D. The certificate of insurance must name the City as an additional insured and must
provide the City with at least 30 days written notice of cancellation, material change, or
intent not to renew any insurance coverage required by Exhibit B.
Section 8. S.E.A. District's Expenses. S.E.A. District shall be responsible for the payments
of any required insurance certificates; all costs of travel; all equipment and labor costs for
Project; and all other costs, unless specifically excluded in this Agreement, that are necessary
for the proper performance of the work, services, and obligations under this Agreement.
Section 9. Title. Title to the Project will pass to the City upon completion. S.E.A. District
grants the City receives an irrevocable license to reproduce the Project for municipal purposes
deemed appropriate by the City Business Liaison. This Section 9 shall survive termination and
expiration of the Agreement.
Section 10. Indemnification. S.E.A. District ("Indemnitor") shall fully
indemnify, save, and hold harmless the City and its officers, employees,
and agents (collectively, "Indemnitees") against any and all liability,
damage, loss, claims, demands, and actions of any nature whatsoever on
account of personal injury (including, without limitation on the foregoing,
premises defects, workers' compensation, and death claims), property loss,
damage, or claims, which may arise out of, be caused by, or be in any way
connected with, either proximately or remotely, wholly or in part, the design,
fabrication, installation, repair, restoration, or removal of the Project and
any act or omission of the Indemnitor or of any contractor, subcontractor,
volunteer, agent or employee of Indemnitor pursuant to performance under
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the terms of this Agreement. This provision survives the expiration or
earlier termination of this Agreement.
Prior to utilizing any volunteers at the Project Premises, S.E.A. District must
ensure that each volunteer has executed a Volunteer & Community Service
Worker Release of Liability and Hold Harmless Agreement, approved as to
form by the City Attorney, and provide original executed document to the
City Business Liaison.
This Section 10 shall survive termination and expiration of the Agreement.
Section 11. S.E.A. District Warranties.
A. S.E.A. District warrants and represents the following:
1. S.E.A. District has obtained all required permits, licenses, releases and agreements to
allow use of the design depicted on Exhibit A, and its placement on the City Thermal Energy
Storage System Tower at the Project Premises.
2. S.E.A. District shall ensure that any contract between S.E.A. District and a third
party contractor for services related to this Agreement includes provisions so that the
City of Corpus Christi, including its officers, agents, employees, are fully released
and indemnified for any work performed by said third party contractor at the Project
Premises related to the Project. S.E.A. District shall provide a copy of the third party
contract for review by Business Liaison.
3. S.E.A. District shall contract with a contractor who has the minimum of 3 years'
experience in painting designs on water towers of similar size to the one located at the
Project Premises. S.E.A District shall ensure that the selected contractor and its supervisors
have not had any violations of record with applicable Federal, State or local regulatory
agencies related to work performed on other projects.
4. Upon completion of the Project, the City acquires good title to the Project and that the
Project is free from any and all claims, liens, and charges of and by any person or entity
including, but not limited to, all volunteers, employees and suppliers.
5. If any claims arise regarding use of the design at the Project Premises, S.E.A. District
shall be solely responsible for resolution of those claims. In addition, if required in writing by
the City Business Liaison, S.E.A. District shall repaint the City Thermal Energy Storage
System Tower at its sole expense in a manner sufficient to resolve any disputes regarding
use of any design provided through S.E.A. District.
6. S.E.A. District shall ensure that the painting at the Project Premises shall be of good
quality, and the design shall remain in good condition to last a minimum of ten years upon
City acceptance of the project.
B. This Section 11 survives the termination and expiration of this Agreement.
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Section 12. Property Management and Project Maintenance.
A. The City reserves the right to manage its buildings, facilities, and public sites for public
purposes and, in doing so, may determine that it is necessary to repaint or modify the
donated design at the Project Premises.
B. S.E.A. District agrees to maintain and repair the Project within ten business days of
written notice from the City.
C. This Section 12 survives the termination and expiration of this Agreement.
Section 13. Compliance with Laws. S.E.A. District must comply with all applicable Federal,
State, and local government laws, rules, regulations, and ordinances that may be applicable to
any work performed under this Agreement.
Section 14. Venue. All actions brought to enforce compliance with this Agreement must be
brought in Nueces County, Texas,where this Agreement was executed and will be performed.
Section 15. interpretation. This Agreement will be governed by and construed in accordance
with the laws of the State of Texas.
Section 16. Notice.
A. All notices, demands, requests, or replies provided for or permitted, under this
Agreement by either party must be in writing and must be delivered by one of the
following methods: (1) by personal delivery; or (2) by deposit with the United States
Postal Service as certified or registered mail, return receipt requested, postage prepaid;
B. Notice deposited with the United States Postal Service in the manner described above
shall be deemed effective two (2) business days after deposit with the United States
Postal Service. All communications must only be made to the following:
IF TO CITY: IF TO S.E.A. District
City of Corpus Christi S.E.A. District
Attn: Business Liaison Attn: Becky Green
1201 Leopard; 615 S. Upper Broadway
P.O. Box 9277 Corpus Christi,Texas 78401
Corpus Christi,Texas 78469-9277
C. Either party may change the address to which notice is sent by using a method set out
above. S.E.A. District shall notify City of an address change within ten (10) days after
the address is changed.
Section 17. Mechanics and Materialrnan's Liens. S.E.A. District must not allow the Project
Premises to be encumbered by any notice of intention to file a mechanic or materialman's lien
or by the filing of a mechanic or materialman's lien. In the event that any notice of intention to
file a mechanic or materialman's lien is received by S.E.A. District or the City, or a mechanic or
materialman's lien is filed against the Project purporting to be for labor or materials, S.E.A.
District must discharge the same within ten (10) days of the notice or filing. This section
survives expiration of the Agreement.
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Section 18. A. The parties agree that the language contained in the preamble of this
Agreement is substantive in nature, is incorporated into this Agreement by reference, and has
been relied on by both parties in entering into and executing this Agreement.
Section 19. Entire Agreement. This Agreement and the attached and incorporated exhibits
constitute the entire agreement between the City and S.E.A. District for the purpose stated.
EXECUTED IN DUPLICATE, each of which will be considered an original, on this the day
of , 2015.
CITY •F • a r'
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Rona- 1ra!son
City Ma• ager
APPROVED AS TO LEGAL FORM le . "2-, 2015
Lisa Aguilar,tagihsistant City Attorney
for City Attorney
S.E.A. District
By'f/
Pr'a d Title , S t , tv'7
Date: I 3 e l 1'F ____�
Page 6 of 10
EXHIBIT A - ARTWORK
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EXHIBIT B
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor shall not commence work under this agreement until all insurance required herein has
been obtained and approved by the City's Risk Manager or designee. Contractor must not allow
any subcontractor to commence work until all similar insurance required of the subcontractor has
been so obtained.
B. Contractor shall furnish to the Risk Manager or designee two (2) copies of Certificates of
Insurance, with applicable policy endorsements showing the following minimum coverage by an
insurance company(s)acceptable to the Risk Manager or designee. The City must be listed as an
additional insured for the General Liability policy and Business Auto Liability policy, and a
waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all Bodily injury and Property Damage
certificates or by policy endorsement(s) Per Occurrence/aggregate
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
1. Broad Form $2,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractors
7. Personal and Advertising Injury
8. Professional Liability(if applicable)
9. Underground Hazard(if applicable)
10. Environmental(if applicable)
BUSINESS AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit
1. Owned
2. Hired&Non-owned
3. Rented&Leased
WORKERS'COMPENSATION Which Complies With The Texas Workers'
Compensation Act And Paragraph II Of
This Exhibit.
EMPLOYER'S LIABILITY $500,000 I$500,000/$500,000
PROPERTY INSURANCE Contractor shall be responsible for insuring all owned,
rented or leased personal property for all perils.
C. In the event of accidents of any kind related to this project, Contractor shall furnish the Risk
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Manager with copies of all reports of such accidents within ten(10)days of the accident.
1. II. ADDITIONAL REQUIREMENTS
A. Contractor must obtain workers' compensation coverage through a licensed insurance
company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The coverage
provided must be in amounts sufficient to assure that all workers' compensation
obligations incurred will be promptly met. An"AIl States endorsement shall be included
for Companies not domiciled in 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 replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Contractor shall pay any
costs incurred resulting from said changes. All notices under this Article shall be given to
City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O.Box 9277
Corpus Christi,TX 78469-9277
(361)826-4555- Fax#
D. 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, volunteers,and elected representatives
as additional insured by endorsement, or comparable policy language, as respects to
operations, completed operations and activities of, or on behalf of, the named insured
performed under contract with the City.
• The "other insurance" clause shall not apply to the City of Corpus Christi where the City
is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less than
ten(10)calendar days advance written notice for nonpayment of premium.
E. City shall have the option to suspend Contractor's performance should there be a lapse in
Page 9 of 10
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 agreement.
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 and completed operations and activities under this
agreement.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2014 ins req.
City Manager's Office
S.E.A. District,ABC Water Cooling Tower Paint Project.
8/211/2014 ds Risk Mgmt.
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