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SERVICE AGREEMENT NO. 1952
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Preventative Maintenance and Repairs for Rotork Actuators
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THIS Preventative Maintenance and Repairs for Rotork Actuators Agreement
("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-
rule municipal corporation ("City") and Rotork Controls, Inc. ("Contractor"), effective
upon execution by the City Manager or the City Manager's designee ("City
Manager").
WHEREAS, Contractor has bid to provide Preventative Maintenance and Repairs
for Rotork Actuators in response to Request for Bid/Proposal No. SS ("RFB/RFP"), which
RFB/RFP includes the required scope of work and all specifications and which RFB/RFP
and the Contractor's bid or proposal response, as applicable, are incorporated by
reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set
out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Preventative Maintenance and Repairs for Rotork
Actuators ("Services") in accordance with the attached Scope of Work, as shown
in Attachment A, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for 24 months, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or
Purchasing Division. The parties may mutually extend the term of this Agreement
for up to zero additional zero-month/year periods ("Option Period(s)"), provided,
the parties do so in writing and prior to the expiration of the original term or the
then-current Option Period. The City's extension authorization must be
executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$68,218.00, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
C2019-136
3/26/19
Res.031712
Page 1 of 8
Rotork Controls Inc.
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Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Joanna Moreno
Department: Utilities Department
Phone: (361) 826-1649
Email: joannm@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
Service Agreement Standard Form Page 2 of 8
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget. If the City Council
does not appropriate the funds in the annual budget, the City shall endeavor to
notify the Contractor as soon as practicable of (a) such decision; and (b) the date
on which this Agreement shall terminate. In the event of such a termination, the
Contractor shall be entitled to invoice the City for all reasonably incurred costs for
Service Agreement Standard Form Page 3 of 8
any Services provided up until the date of termination which shall be paid by the
City within 30 days after acceptance of the invoice by the City.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes with respect to its employees and all other applicable
taxes. Upon request, the City Manager shall be provided proof of payment of
these taxes within 15 days of such request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Joanna Moreno
Title: Contract Administrator
Address: 2726 Holly Road, Corpus Christi, Texas 78415
Phone: (361) 826-1649
Fax: (361) 826-1715
Service Agreement Standard Form Page 4 of 8
IF TO CONTRACTOR:
Rotork Controls, Inc.
Attn: Lloyd Bock
Title: Sales Manager
Address: 1811 Britmoore Toad, Suite 100, Houston, Texas 77043
Phone: (713) 856-5640
Fax: N/A
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL REASONABLY-
INCURRED EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES
AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT
OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT BY THE
CONTRACTOR OR THE PERFORMANCE OF THIS AGREEMENT BY THE
CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION,
MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR
AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL
CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER
DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL REASONABLE
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Limitation on Liability.
(A) Subject to clause 18(B) below, the total liability of the Contractor to the City
in respect of all matters arising under or in connection with this Agreement,
including under any indemnity, (whether arising in contract, tort, statute or
otherwise), except for willful misconduct or gross negligence, will be limited to the
total price of the products to be supplied and Services to be performed under this
Agreement and the Contractor will have no liability to the City for any loss of profit
or for any indirect or consequential losses.
Service Agreement Standard Form Page 5 of 8
(B) Nothing in this Agreement will limit the Contractor's liability for fraud,
personal injury or death or for any liability which cannot be limited or excluded
under law.
19. Termination.
(A) The City Manager may terminate this Agreement for Contractor's breach of
this Agreement or for its failure to keep any required insurance policies in force
during the entire term of this Agreement. The Contract Administrator must give
the Contractor written notice of the breach and set out a reasonable opportunity
to cure. If the Contractor has not cured within the cure period, the City may
terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
(C) If the City terminates this Agreement, the Contractor shall be entitled to
invoice the City for all reasonably incurred costs for any Services provided up until
the date of termination which shall be paid by the City within 30 days after
acceptance of the invoice by the City.
20. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
21. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
22. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
Service Agreement Standard Form Page 6 of 8
23. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
24. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Contractor verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
25. Governing Law.This Agreement is subject to all federal, State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
26. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
[Signature page follows]
Service Agreement Standard Form Page 7 of 8
CONTRACTOR
Signature: e/e7i
Printed Name: Petrus Johannes Mostert
Title: General Manager
Date: 16th January 2019
CITY OF CORPUS CHRISTI
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Kim Baker
Assistant Director of Finance - Purchasing Division
Date: 3 . 21- Lci 14
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R BECCA HUERTA
CITY SECRETARY
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AS TO LEGAL FORM:
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Assistant City Attorney Date
Attached and Incorporated by Reference: Rin, -
Attachment A: Scope of Work -�i�� �����
Attachment B: Bid/Pricing Schedule ,'j
Attachment C: Insurance and Bond Requirements .1 coon._..........i
Attachment D: Warranty Requirements
SECRETARv
Incorporated by Reference Only:
Exhibit 1 : RFB/RFP No. 1952
Exhibit 2: Contractor's Bid/Proposal Response
Service Agreement Standard Form Page 8 of 8
ATTACHMENT A - SCOPE OF WORK
1.1 General Requirements/Background Information
A. The Contractor shall provide annual preventative maintenance for 27 Rotork
actuators located on the South Spillway Crest Gate of the Wesley Seale Dam
located at the end of County Rd, Sandia, Texas 78383
B. The City shall schedule the annual preventative maintenance
C. Preventive Maintenance will be performed during normal working hours, Monday
to Friday, from 7:00 AM to 4:00 PM. The Contractor will check in and check out with
the on-site work coordinator before and after all authorized work is performed. Any
work after hours must be authorized by a City representative.
D. The annual scheduled maintenance will include labor and parts.
1.2 Preventive Maintenance
A. The Contractor shall perform preventive maintenance that maintains maximum
reliability. The goal of the Preventive maintenance is to keep actuators up and
running and resolve problems before it become fatal.
B. The Contractor shall perform following tasks including but not limited to:
1. Verify and resolve issues experienced by the site personnel.
2. External visual inspection of all external surfaces.
3. Oil level is checked and replenished.
4. Mounting bolts, nuts, washers and screws are checked for damage and
tightness.
5. Confirmation hand wheel is operational and ensure physical movement of
valve.
6. Confirmation local control works in both direction while checking for any signs
of deterioration
7. Terminal cover is to be removed and the connection are checked.
Compartment checked for any moisture ingress and corrected. The" 0" ring
seal is replaced and if explosion proof, integrity of flame path is inspected.
8. Motor cover is removed and checked for seal failures. Cover "0" ring
replaced after inspection
9. Electrical cover is removed, and internal components inspected. Cover" 0"
ring replaced after inspection as needed.
10. Status management and replacement of batteries as required
11 . On completion, both local and remote operations are checked.
12. The Contractor shall verify full stroke operation in both direction upon
approval from site coordinator.
Page 1 of 2
13. Where available (through data loggers) historic performance data is
investigated and compared stored torque profiles. Data will be reviewed to
help determine life expectancy of the equipment
14. The Contractor shall analyze the data to predict potential failures and plan
future maintenance requirements or corrective actions.
15. The Contractor shall hold the critical parts so that they may be dispatched as
quickly as possible.
1.3 Equipment
The Contractor will provide two Non-standard Class H motors to be used as
backup equipment to avoid down time.
1.4 Repair service call
A. The Contractor shall be available to provide repair services on as needed basis.
B. After inspection of work, the Contractor shall provide a repair estimate for each
repair. The City must approve any additional repairs.
C. Repairs shall be done within 10 business days.
D. Upon completion of repair service call, the Contractor's representative shall
provide a job ticket. The job ticket shall include, but not limited to - Company
Name, Name of technician, Date of Services, Detailed description of the work
performed, root causes of failure, parts used, work order number and total time
spent.
1.5 Invoicing
A.The Contractor's invoice for payment shall contain the following information:
1. Service Agreement No
2. Purchase Order (PO) Number
3. Service Address
4. Description of Service
5. The Contractor shall charge Preventive Maintenance as per pricing
schedule.
6. Itemized list of charges for Repairs i.e. Labor, Parts - labor will be paid for
actual hours worked at the rate outlined in the contract. Parts and
materials will be paid at actual cost plus the markup allowed by contract.
Receipts are required.
1.6 Contractor Quality Control and Superintendence
The Contractor shall establish and maintenance a complete Quality Control program
to assure that the requirements of the Contract are provided as specified. The
Contractor will also provide supervisions of the work to ensure it complies with the
contract requirements.
Page 2 of 2
ATTACHMENT B-BID-PRICING SCHEDULE
ITEM DESCRIPTION UNIT QTY UNIT TOTAL PRICE
PRICE
1 Year Maintenance Contract
(annual preventative maintenance for
1 27 Rotark Actuators) EA 1 $21,475.50 $21,475.50
Rotork IQ35 MK2/FA16 B4/WT/3000-
200/RPM:86/460/3/60 with class H
Motors; CSP Bronze
1 Year Maintenance Contract
(annual preventative maintenance for
2 27 Rotark Actuators) EA 1 $21,475.50 $21,475.50
Rotork IQ35 MK2/FA16 B4/WT/3000-
200/RPM:86/460/3/60 with class H
Motors; CSP Bronze
3 Non-Standard Class H Motors EA 2 $2,308.50 $4,617.00
Labor- for additional Repairs (outside
4 PM) Monday-Friday 8:00-5:00 HR 100 $144.00 $14,400.00
ITEM DESCRIPTION UNIT QTY % Markup QTY + Markup
Total
Parts/Materials Allowance $5,000.00 +
5 EA $5,000.00 25% 1,250.00=
$6,250.00
TOTAL $68,218.00
Page 1 of 1
Attachment C - Insurance Requirements
CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance
required has been obtained_and such insurance has been approved by
the City. Contractor must not allow any subcontractor, to commence work
until all similar insurance required of any subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract
Administrator one (1) copy of Certificates of Insurance with applicable
policy endorsements showing the following minimum coverage by an
insurance company(s) acceptable to the City's Risk Manager. The City
must be listed as an additional insured on the General liability and Auto
Liability policies by endorsement, and a waiver of subrogation endorsement
is required on all applicable policies. Endorsements must be provided with
Certificate of Insurance. Project name and/or number must be listed in
Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material
change, or termination required on all Per occurrence aggregate
certificates and policies.
COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence
$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) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II of
this Exhibit.
(All States Endorsement if Company is not
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
3. In the event of accidents of any kind related to this contract, Contractor
must furnish the Risk Manager with copies of all reports of any accidents
within 10 days of the accident.
ADDITIONAL REQUIREMENTS
1. Applicable for paid employees, Contractor must obtain workers'
compensation coverage through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage
provided must be in statutory amounts according to the Texas Department
of Insurance, Division of Workers' Compensation. An All States Endorsement
shall be required if Contractor is not domiciled in the State of Texas.
2. Contractor shall obtain and maintain in full force and effect for the duration
of this Contract, and any extension hereof, at Contractor's sole expense,
insurance coverage written on an occurrence basis by companies
authorized and admitted to do business in the State of Texas and with an
A.M. Best's rating of no less than A- VII.
3. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days of
the policy expiration dates. All notices under this Exhibit shall be given to
City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, and volunteers, as
additional insureds by endorsement with regard to operations, completed
operations, and activities of or on behalf of the named insured performed
under contract with the City, with the exception of the workers'
compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not
apply to the City of Corpus Christi where the City is an additional insured
shown on the policy;
• Workers'compensation and employers' liability policies will provide a waiver
of subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of
any, cancellation, non-renewal, material change or termination in
coverage and not less than ten (10) calendar days advance written notice
for nonpayment of premium.
5.. Within five (5) calendar days of a cancellation, non-renewal, material change
or termination of coverage, Contractor shall provide a replacement
Certificate of Insurance and applicable endorsements to City. City shall have
the option to suspend Contractor's performance should there be a lapse in
coverage at any time during this contract. Failure to provide and to maintain
the required insurance shall constitute a material breach of this contract.
6. In addition to any other remedies the City may have upon Contractor's failure
to provide and maintain any insurance or policy endorsements to the extent
and within the time herein required, the City shall have the right to order
Contractor to stop work hereunder, and/or withhold any payment(s) which
become due to Contractor hereunder until Contractor demonstrates
compliance with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent
to which Contractor may be held responsible for payments of damages to
persons or property resulting from Contractor's or its subcontractor's
performance of the work covered under this contract.
8. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self-insurance carried by the City
of Corpus Christi for liability arising out of operations under this contract.
9. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2018 Insurance Requirements
Utilities
Rotork Actuators Preventative Maintenance Agreement
09/20/2018 sw Risk Management
Valid Through 12/31/2018
Attachment C - Bond Requirements
No bond requirements necessary for this service agreement; Section
5. (B) is null for this service agreement.
ATTACHMENT D- WARRANTY REQUIREMENTS
One year warranty for the materials and workmanship utilized for repair or
maintenance.