HomeMy WebLinkAboutC2019-499 - 9/17/2019 - Approved 1
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CITY OF CORPUS CHRISTI
MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES
FOR PROJECT (No./Name) 18082A - Wastewater Treatment Plants & Lift Station SCADA
Improvements
The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277,
Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City
Manager or Designee (Director) and SIGNATURE AUTOMATION, 14677 Midway Road, Suite
212,Addison, Dallas County, Texas, 75001 (Consultant), hereby agree as follows:
TABLE OF CONTENTS
ARTICLE NO. TITLE PAGE
ARTICLE I — PROJECT TASK ORDER 2
ARTICLE II — COMPENSATION 3
ARTICLE III — QUALITY CONTROL PLAN 4
ARTICLE IV— INSURANCE REQUIREMENTS 4
ARTICLE V - INDEMNIFICATION 4
ARTICLE VI — TERM; RENEWALS; TIMES FOR RENDERING SERVICE 5
ARTICLE VII - TERMINATION OF AGREEMENT 5
ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 6
ARTICLE IX — OWNER REMEDIES 7
ARTICLE X— CONSULTANT REMEDIES 8
ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 8
ARTICLE XII — MISCELLANEOUS PROVISIONS 9
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SCANNED
ARTICLE I — PROJECT TASK ORDER
1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under
the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall
be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has
been properly executed by both City and Consultant. Each properly executed Task Order as shown
in Exhibit A shall become a separate supplemental agreement to this Agreement.
1.2 The Consultant shall provide its Scope of Services,to be included in each Task Order. The Scope of
Services shall include all associated services required for Consultant to provide such Services,
pursuant to this Agreement, and any and all Services which would normally be required by law or
common due diligence in accordance with the standard of care defined in Article XII of this
Agreement.
1.3 Under this Agreement,Consultant will provide services on a Task Order basis for a range of services
related to assisting Engineering Services with professional engineering,architecture and construction
services related to execution of Capital Improvements Programs. All work will be subject to
authorization from City. A detailed Scope of Services and fee estimate will be developed for each
task prior to execution of work.
1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual
Task Orders. At review milestones, the Consultant and City will review the progress of the plans to
ensure that City Codes and Standards are followed unless specifically and explicitly excluded from
doing so in the approved Task Order. A request made by either party to deviate from City standards
after the contract is executed must be in writing.
1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order.
1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services
agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant
to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant.
Consultant must provide City with a list of all subconsultants that includes the services performed by
the subconsultant and the percentage of work performed by the subconsultant. Changes in
Consultant's team that provides services under this Agreement must be agreed to by the City in
writing.
1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are
briefed on the scope of the Project and are notified in writing to proceed.
1.8 For design services, Consultant agrees to render the professional services necessary for the
advancement of the Project through Final Completion of the Construction Contract. Consultant
acknowledges and accepts its responsibilities, as defined and described in the City's General
Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this
Agreement.
1.9 For projects that require subsurface utility investigation:
1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report
identifying all utilities within the project area at the Quality Level specified in the Task Order.
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It is assumed that all utilities will be identified using Quality Level A exploratory excavation
unless stated otherwise.
1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local
franchises, electric companies, communication companies, private pipeline companies and
3rd party owners/operators.
ARTICLE II — COMPENSATION
2.1 The Compensation for all services included in this Agreement and in the Scope of Services for
this Agreement shall not exceed $600,000.00.
2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis
with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and
total compensation for all services outlined in each Task Order, and for all expenses incurred in
performing these services.
2.3 Consultant shall submit a proposal to the City, which shall be incorporated into this agreement as
Exhibit B, subject to approval by the City.
2.4 Consultant shall submit a Rate Schedule with their proposal. The rate schedule shall remain
confidential pursuant to section 552.104 of the Texas Government Code since release of this
information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX
Govt. Code protects third party commercial and financial information if release of the information
would cause the third party substantial competitive harm.
2.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit C.
Each invoice will include the Consultant's estimate of the proportion of the contracted services
completed at the time of billing. For work performed on a T&M Basis, the invoice shall include
documentation that shows who worked on the Project, the number of'hours that each individual
worked,the applicable rates from the Rate Schedule and any reimbursable expenses associated with
the work. City will make prompt monthly payments in response to Consultant's monthly invoices in
compliance with the Texas Prompt Payment Act.
2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals
acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with
each payment request that clearly indicates how that individual's time is allocated and the justification
for that allocation.
2.6 The anticipated fee structure under this agreement is as follows:
DESCRIPTION NOT TO EXCEED
AMOUNT
Maximum Contract Amount $600,000.00
Task 1 —TBD TBD
Task 2 —TBD TBD
Task 3 —TBD TBD
Task 4 —TBD TBD
Task 5 —TBD TBD
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Task 6—TBD TBD
2.7 In the event of any dispute(s) between the Parties regarding the amount properly compensable for
any Task Order or as final compensation or regarding any amount that may be withheld by City,
Consultant shall be required to make a claim pursuant to and in accordance with the terms of this
Agreement and follow the procedures provided herein for the resolution of such dispute. In the event
Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely
manner and as required by the terms thereof, any such claim shall be waived.
2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those
previously made in writing and identified by Consultant as unsettled at the time of final Payment
Request.
2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be
directed to suspend work pending receipt and appropriation of funds. The right to suspend work
under this provision does not relieve the City of its obligation to make payments in accordance with
section 2.5 above for services provided up to the date of suspension.
ARTICLE III — QUALITY CONTROL PLAN
3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP
Review). The City reserves the right to retain a separate consultant to perform additional QCP
services for the City.
3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables
satisfy applicable industry quality standards and meet the requirements of the project scope. Based
on the findings of the QCP Review,the Consultant must reconcile the project scope and Opinion of
Probable Cost (OPC) as needed.
3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task
Order may be rejected. If documents are found not to be in compliance with this Agreement,
Consultant will not be compensated for having to resubmit documents.
ARTICLE IV— INSURANCE REQUIREMENTS
4.1 Consultant must not commence work under this Agreement until all required insurance has been
obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor
to commence work until all similar insurance required of any subcontractor has been obtained.
4.2 Insurance Requirements are shown in EXHIBIT D.
ARTICLE V- INDEMNIFICATION
Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its
officials, officers, agents, employees, excluding the engineer or architect or that person's
agent, employee or subconsultant, over which the City exercises control ("Indemnitee")
from and against any and all claims, damages, liabilities or costs, including reasonable
attorney fees and court costs,to the extent that the damage is caused by or results from an
act of negligence, intentional tort, intellectual property infringement or failure to pay a
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subcontractor or supplier committed by Consultant or its agent, Consultant under contract
or another entity over which Consultant exercises control while in the exercise of rights or
performance of the duties under this agreement.This indemnification does not apply to any
liability resulting from the negligent acts or omissions of the City or its employees, to the
extent of such negligence.
Consultant shall defend Indemnitee,with counsel satisfactory to the City Attorney,from and
against any and all claims, damages, liabilities or costs, including reasonable attorney fees
and court costs, if the claim is not based wholly or partly on the negligence of, fault of or
breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of,
fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's
reasonable attorney's fees in proportion to the Consultant's liability.
Consultant must advise City in writing within 24 hours of any claim or demand against City
or Consultant known to Consultant related to or arising out of Consultant's activities under
this Agreement.
ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE
6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective
Date).
6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the
Agreement until project is complete.
6.3 This service shall be for a period of beginning on the Effective Date. The Agreement may bo
renewed for upon mutual agreement of the parties to bo evidenced in writing prior
6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no
times are so stated, Consultant will perform services and provide deliverables within a reasonable
time.
ARTICLE VII -TERMINATION OF AGREEMENT
7.1 By Consultant:
7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the
convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may
terminate this Agreement for convenience in the event such suspension extends for a period beyond
120 calendar days by delivering a Notice of Termination to the City.
7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement.
7.2 By City:
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7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the
Consultant at the address of record.
7.2.2 The City may terminate this agreement for cause upon ten days written notice to the
Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and
proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the
Consultant again fails to perform under this agreement, the City may terminate the agreement for
cause upon seven days written notice to the Consultant with no additional cure period. If the City
terminates for cause,the City may reject any and all proposals submitted by Consultant for up to two
years.
7.3 Termination Procedure
7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless
the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure
period, Consultant shall immediately begin the phase-out and discontinuance of all services in
connection with the performance of this Agreement. Within 30 calendar days after receipt of the
Notice of Termination, unless Consultant has successfully cured a failure to perform,Consultant shall
submit a statement showing in detail the services performed under this Agreement prior to the
effective date of termination. City retains the option to grant an extension to the time period for
submittal of such statement.
7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement,
including but not limited to specifications,designs, plans and exhibits. Consultant shall mark partially
completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed
work submitted in accordance with this Article.
7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason
why City may be compelled to withhold fees, Consultant will be compensated for its services based
upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total
services actually completed at the time of termination. There will be no compensation for anticipated
profits on services not completed.
7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the
expenditure of public funds. The failure of Consultant to comply with the submittal of the statement
and documents, as required above, shall constitute a waiver by Consultant of any and all rights or
claims to payment for services performed under this Agreement.
ARTICLE VIII — RIGHT OF REVIEW AND AUDIT
8.1 Consultant grants City,or its designees,the right to audit,examine or inspect,at City's election,all of
Consultant's records relating to the performance of the Work under this Agreement,during the term
of this Agreement and retention period herein. The audit, examination or inspection may be
performed by a City designee, which may include its internal auditors or an outside representative
engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following
termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such
retention period shall extend until final resolution of the dispute.
8.2 "Consultant's records"include any and all information, materials and data of every kind and character
generated as a result of the Work under this Agreement. Examples include billings, books,general
ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes,
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subscriptions,agreements, purchase orders, leases,contracts,commitments,arrangements, notes,
daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records,
policies, procedures, federal and state tax filings for issue in questions and any and all other
agreements,sources of information and matters that may, in City's judgment,have any bearing on or
pertain to any matters, rights,duties or obligations under or covered by any Agreement Documents.
8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only
during City's regular business hours. Upon reasonable prior notice,Consultant agrees to allow City's
designee access to all of Consultant's records, Consultant's facilities and Consultant's current or
former employees,deemed necessary by City or its designee(s),to perform such audit,inspection or
examination. Consultant also agrees to provide adequate and appropriate work space necessary to
City or its designees to conduct such audits, inspections or examinations.
8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract.
ARTICLE IX—OWNER REMEDIES
9.1 The City and Consultant agree that in the event the City suffers actual damages,the City may elect to
pursue its actual damages and any other remedy allowed by law. This includes but is not limited to:
9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful
completion of the Project, which includes failure of subconsultants to meet contractual obligations;
9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or
federal governments,such that subsequent compliance costs exceed expenditures that would have
been involved had services been properly executed by the Consultant.
9.1.3 Losses are incurred because of defects, errors and omissions in the design, working
drawings, specifications or other documents prepared by the Consultant to the extent that the
financial losses are greater than the City would have originally paid had there not been defects,
errors and omissions in the documents.
9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate
when other remedies are not available or offered for design deficiencies discovered during and after
Project construction.
9.3 When the City incurs non-value added work costs for change orders due to design errors or
omissions, the City will send the Consultant a letter that includes:
(1) Summary of facts with supporting documentation;
(2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's
expense;
(3) Calculation of non-value added work costs incurred by the City; and
(4) Deadline for Consultant's response.
9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the
Consultant's sole cost if, in the City's judgment,the Consultant generates excessive addenda,either
in terms of the nature of the revision or the actual number of changes due to the Consultant's errors
or omissions.
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9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
ARTICLE X—CONSULTANT REMEDIES
10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God,
national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any
other causes beyond Consultant's and City's reasonable control, an extension of the Project
schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and
exclusive remedy. The revised schedule should be approved in writing with a documented reason for
granting the extension.
10.2 If Consultant requests a remedy for a condition not specified above,Consultant must file a Claim as
provided in this Agreement.
ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION
11.1 Filing of Claims
11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or
events, shall be made by Written Notice delivered by the party making the Claim to the other party
within twenty-one(21)calendar days after the start of the occurrence or event giving rise to the Claim
and stating the general nature of the Claim.
11.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other
relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her
signature, verifying the truth and accuracy of the Claim.
11.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
11.1.4 Within thirty(30) calendar days of receipt of notice and supporting documentation, City will
meet to discuss the request,after which an offer of settlement or a notification of no settlement offer
will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will
have thirty(30)calendar days in which to(i)submit additional supporting data requested by the City,
(ii) modify the initial request for remedy or(iii) request Alternative Dispute Resolution.
11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall
proceed diligently with performance of the Agreement and City shall continue to make payments in
accordance with this Agreement.
11.2 Alternative Dispute Resolution
11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise
and settlement negotiations for purposes of applicable rules of evidence.
11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth
herein,the Parties agree that they shall first try to resolve any dispute arising out of or related to this
Agreement through discussions directly between those senior management representatives within
their respective organizations who have overall managerial responsibility for similar projects.
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This step shall be a condition precedent to the use of any other ADR process. If the parties' senior
management representatives cannot resolve the dispute within thirty(30)calendar days after a Party
delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR
process contained herein.
11.2.3 Mediation
11.2.3.1 In the event that City or Consultant shall contend that the other has committed a
material breach of this Agreement, the Party alleging such breach shall, as a condition
precedent to filing any lawsuit, request mediation of the dispute.
11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation
commence no less than thirty(30)or more than ninety(90)calendar days following the date
of the request, except upon agreement of both parties.
11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or
to the identity of the mediator or mediators within thirty(30)calendar days of the request for
mediation, all conditions precedent in this Article shall be deemed to have occurred.
11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit
arising under this Agreement shall be Nueces County, Texas. Any agreement reached in
mediation shall be enforceable as a settlement agreement in any court having jurisdiction
thereof. No provision of this Agreement shall waive any immunity or defense. No provision of
this Agreement is a consent to suit.
11.3 In case of litigation between the parties, Consultant and City agree that neither party shall be
responsible for payment of attorney's fees pursuant to any law or other provision for payment of
attorneys'fees. Both Parties expressly waive any claim to attorney's fees should litigation result from
any dispute in this Agreement.
11.4 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED
TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS
EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY
WAIVED BY STATE LAW.
ARTICLE XII — MISCELLANEOUS PROVISIONS
12.1 Assignability. Neither party will assign,transfer or delegate any of its obligations or duties under this
Agreement to any other person and/or party without the prior written consent of the other party,
except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts
entered into for services under this Agreement. If the Consultant is a partnership or joint venture,
then in the event of the termination of the partnership or joint venture, this contract will inure to the
individual benefit of such partner or partners as the City may designate. No part of the Consultant
fee may be assigned in advance of receipt by the Consultant without written consent of the City.
The City will not pay the fees of expert or technical assistance and consultants unless such
employment, including the rate of compensation, has been approved in writing by the City.
12.2 Ownership of Documents. Consultant agrees that upon payment,City shall exclusively own any and
all information in whatsoever form and character produced and/or maintained in accordance with,
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pursuant to or as a result of this Agreement, including contract documents(plans and specifications),
drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific
written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal
exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the
plans and be signed and sealed by a professional engineer prior to re-use of modified plans.
12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with
the professional skill and care ordinarily provided by competent engineers or architects practicing
under the same or similar circumstances and professional license; and performed as expeditiously as
is prudent considering the ordinary professional skill and care of a competent engineer or architect.
12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration
and/or certification(s) at meetings of any official nature concerning the Project, including scope
meetings, review meetings, pre-bid meetings and preconstruction meetings.
12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement
shall be that of independent contractor. City may explain to Consultant the City's goals and
objectives in regard to the services to be performed by Consultant, but the City shall not direct
Consultant on how or in what manner these goals and objectives are to be met.
12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated
Agreement between City and Consultant and supersedes all prior negotiations, representations or
agreements, either oral or written. This Agreement may be amended only by written instrument
signed by both the City and Consultant.
12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any
entity other than the City and Consultant. Neither the City nor Consultant intends to create third party
beneficiaries by entering into this Agreement.
12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112
and complete the Disclosure of Interests form as part of this contract.
12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section
2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form
1295 must be electronically filed with the Texas Ethics Commission at
https://www.ethics.state.tx.us/whatsnew/elf_info_formI295.htm. The form must then be printed,
signed and filed with the City. For more information, please review the Texas Ethics Commission
Rules at https://www.ethics.state.tx.us/legal/ch46.html.
12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government
Code and file Form CIQ with the City Secretary's Office, if required. For more information and to
determine if you need to file a Form CIQ, please review the information on the City Secretary's
website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index
12.11 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its
conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas.
12.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are
held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate
the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the
specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable,and the
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invalidity or unenforceability of any Article,sentence,clause or parts of this Agreement,in any one or
more instance, shall not affect or prejudice in any way the validity of this Agreement in any other
instance.
12.13 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything
contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document
prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement
(Articles)and/or an approved Task Order,the Articles and/or the Task Order shall take precedence
and control to resolve said conflict.
12.14 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race,
color, religion, national origin, gender, disability or age.
i
CITY OF C• U HRISTI- SIGNATURE A •,_ TION, LLCVW'�
J H. Edmonds, P.E. D e Henry J. "RI., Hidal4o, P.E. 'ate
Director of Engineering Services President
14677 Midwa "•:• •uite 212
Addison,Texas 75001
(469) 619-1241 Office
hjhidalgo@sig-auto.com
APPROVED
2019.07.1611:44:29 05'00' -
21)I a- 1'-1 1,AUTHOKtLr+
Assistant City Attorney Date
MEM Oct_ 17
Lo
ATTEST .�.�. �
REGI TARv
Ne--LZaiOL-1+--(Ae,V41
cca Huerta, City Secretary
Project No. 18082A-Wastewater Treatment Plants& Lift Station SCADA Improvements
Master Services Agreement, $600,000
Fund Name Acct Unit Acct No. Activity No. Amount
WW Cap Reserve 4510-065 550950 18082-A-4510-EXP $600,000.00
Total $600,000.00 ,
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EXHIBIT A
SAMPLE TASK ORDER
This Task Order pertains to a Master Services Agreement for Professional Services by and between City of
Corpus Christi, Texas (City) and "SIGNATURE AUTOMATION, LLC" (Consultant) dated ,
2019 (Agreement). Consultant shall perform services on the project described below as provided in this Task
Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both
parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described
below.
TASK ORDER NO.:
PROJECT NAME:
1. PROJECT DESCRIPTION
2. SCOPE OF SERVICES
3. COMPENSATION
This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement
remain in full force and effect.
CITY OF CORPUS CHRISTI SIGNATURE AUTOMATION, LLC
Jeff H. Edmonds, P.E. Date Henry J. "Rick" Hidalgo, P.E. Date
Director of Engineering Services President
14677 Midway Road, Suite 212
Addison, Texas 75001
(469) 619-1241 Office
hjhidalgo@sig-auto.com
EXHIBIT A
SAMPLE TASK ORDER
PAGE 1 OF 1
Qblynalure
Automation
14677 Midway Road,Suite 212,Addison,TX 75001
Phone:469-619-1241 I Fax:469-619-1242
May 21,2019
Pablo G.Martinez,P.E.,C.P.M.
Project Manager
Engineering Department
Corpus Christi,TX 78414
Subject:Corpus Christi—Wastewater System SCADA MSA Proposal
Dear Pablo:
This proposal for the Master Services Agreement(MSA)is a response to City of Corpus Christi Project No. 18082A
—Wastewater Treatment Plants&Lift Station SCADA Improvements.It provides a representative scope of
professional services which will be used to develop specific Task Authorizations.This MSA allows the Engineer to
assist the City Staff in addressing ongoing and impending infrastructure challenges at existing wastewater treatment
facilities.
Typical improvements include but not limited to assessment,evaluation,planning,design,coordination,peer
review,construction oversight and inspection for SCADA and related instrumentation,control,electrical and
communication systems.Additional Engineer's tasks include but not limited to:
• Master planning
• Evaluating conditions of existing infrastructure and facilities
• Conducting field investigations,assessments,and meeting with plant staff to prepare Preliminary
Engineering Letter Reports detailing proposed improvements
• Assessing impact of improvements on current operating strategies,on treatment process,on maintenance,
and on operating costs
• Participating in workshops with third-party design engineers and contractors to coordinate improvements
with ongoing work
• Preparing detailed cost estimates and construction documents for instrumentation,electrical,and SCADA
improvements
• Conducing design review workshops
• Conducting pre-bid meetings,evaluating bid results,procurement quotes,and making formal
recommendations for award
• Providing construction administration and technical support
• Preparing and submit to city final As-Built drawings
The engineer shall not perform any task or incur project cost without an approved Task Authorization.Task
Authorization proposals shall be developed by the Engineer at the request of the City on as-needed basis.These task
authorizations may vary considerably in size and scope.The Engineer will be responsible for preparing a detailed
scope and anticipated fee estimate for each Task Authorization.
All services under this MSA will be defined in Task Authorizations.Each Task Authorization will be negotiated
individually on a Time and Materials(T&M)or lump sum.Time and Material work shall be invoiced based on the
agreed upon rate schedule.
This project is intended to be a base 3-yr contract for a total amount of$600,000.All Task Authorization and
renewals will be issued administratively,subject to satisfactory consultant performance and availability of funds.
Providing automation solutions today for a better tomorrow EXHIBIT B
Page 1 of 2
0.31g-nature
Automation
SCHEDULE
The project is a 3-yr base contract.All Task Authorizations will include an independent implementation schedule.
FEES
Services will be provided on a T&M or a lump sum basis,which will be associated with specific Task
Authorizations.Negotiated fees will be authorized through each task authorization detailing an associated scope of
work and schedule.
For services provided on a T&M basis,monthly invoices will be provided by the Engineer based on actual working
hours at agreed upon hourly rates and associated expenses.The Director of Engineering Services is responsible for
approving Task Authorizations to the Engineer and approving invoiced hours.The Engineer is required to submit a
detailed and approved man-hour breakdown with monthly invoices to Engineering Services for payment.
For services provided on a lump sum basis,monthly invoices will be provided by the Engineer based on percent
completion of the agreed up on services.The Director of Engineering Services is responsible for approving task
authorizations and approving percent completion based on the anticipated fee and project schedule.The Engineer is
required to submit monthly invoices to Engineering Services for payment.
Sincerely,
Lc-Mc-)23,-
Rick Hidalgo,P.E.
President
Signature Automation,LLC
Attachment(s)-Summary of Fees.xls
cc:Andy Paulson,P.E.—Signature Automation
Page 2 EXHIBIT B
Page 2 of 2
•
•
Wastewater Treatment Plants & Lift Station SCADA Improvements
CITY PROJECT NO. 18082A
SUMMARY OF FEES
Original Master
Services Total Contract
Basic Services: Agreement
Preliminary Phase $0.00
Design Phase $600,000.00 $600,000.00
Bid Phase $0.00
Construction Admin Phase $0.00
Subtotal Basic Services $600,000.00 $600,000.00
Additional Services:
Permit Prepartion $0.00
Topographic Survey $0.00
ROW Acquisition Survey $0.00
Environmental Issues $0.00
Public Meetings $0.00
Construction Observation $0.00
Traffic Control $0.00
Signalization Improvements $0.00
Warranty Phase $0.00
Construction Inspection (T&M) $0.00
Platting Survey $0.00
O & M Manuals $0.00
SCADA $0.00
Subtotal Additional Services $0.00 $0.00
Summary of Fees:
Basic Services Fees $600,000.00 $600,000.00
Additional Services Fees $0.00 $0.00
Total Authorized Fees $600,000.00 $600,000.00
Council Approval
Pending
EXHIBIT B-1
Page 1 of 1
Sample form for:
Payment Request
COMPLETE PROJECT NAME AE Contract
Project No. XXXX Revised 02/01/17
Invoice No. 12345
Invoice Date 01/01/2017
Total Current Previous Total Remaining Percent
Basic Services: Contract Amd No. 1 Amd No. 2 Contract Invoice Invoice Invoice Balance Complete
Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0%
Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0%
Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0%
Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% '
Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3%
Additional Services:
Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0%
Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0%
Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0%
Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD
0 & M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD
SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD
Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5%
Summary of Fees:
Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3%
Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5%
Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.00 23.1%
Notes:
If needed, update this sample form based on the contract requirements.
If applicable, refer to the contract for information on what to include with time and materials (T&M).
-om
v x
CD is
0 0
EXHIBIT C-1
CONFIDENTIAL RATE SHEET
Rate sheets are confidential pursuant to section 552.104 of the Texas Government
Code since release of this information would give advantage to a competitor or bidder.
In addition, section 552.110 of the TX Govt. Code protects third party commercial and
financial information if release of the information would cause the third party substantial
competitive harm. Final determination of confidentiality will be made by the Texas
Attorney General.
DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate
documentation has been provided to the City of Corpus Christi and was utilized in
reviewing and approving the loaded hourly rates below.
PRINCIPALS: The Consultant must provide documentation with each payment request
that clearly indicates how a Principal's time is allocated and the justification for that
allocation.
PRINCIPAL(S): HOURLY RATE TX REGISTRATION #:
($/h r)
Project Consultant:
CAD Technician:
Clerical:
Other—specify:
SUBCONSULTANT(S):
(firm)
Principal(s): •
Project Consultant:
CAD Technician:
Clerical
Other—specify:
Add additional subconsultants as needed.
Exhibit C-1 Confidential
Rate Sheet Page 1 of 1
•
EXHIBIT D
Insurance Requirements
1.1 Consultant must not commence work under this agreement until all required
insurance has been obtained and such insurance has been approved by the City.
Consultant must not allow any subcontractor to commence work until all similar insurance
required of any subcontractor has been obtained.
1.2 Consultant must furnish to the Director of Engineering Services with the signed
agreement a copy of Certificates of Insurance (COI) 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, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and
or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by Per occurrence - aggregate
applicable policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
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
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions)
If claims made policy, retro date must be
prior to inception of agreement, have
extended reporting period provisions
1 Rev 04/17
and identify any limitations regarding
who is insured.
1.3 In the event of accidents of any kind related to this agreement, Consultant must
furnish the City with copies of all reports of any accidents within 10 days of the accident.
1.4 Consultant shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Consultant'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. Consultant is
required to provide City with renewal Certificates.
1.5 In the event of a change in insurance coverage, Consultant shall be required to
submit a copy of the replacement certificate of insurance to City at the address provided
below within 10 business days of said change. Consultant shall pay any costs resulting
from said changes. All notices under this Article shall be given to City at the following
address:
City of Corpus Christi
Attn: Engineering Services
P.O. Box 9277
Corpus Christi, TX 78469-9277
1.6 Consultant agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following required
provisions:
1.6.1 List the City and its officers, officials, employees and elected
representatives as additional insured by endorsement, as respects
operations, completed operation and activities of, or on behalf of,the named
insured performed under contract with the City with the exception of the
professional liability/Errors & Omissions policy;
1.6.2 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;
1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of
such cancellation will be provided at least 30 days in advance of the
cancellation effective date to the certificate holder;
1.6.4 If the policy is cancelled for nonpayment of premium, notice of such
cancellation will be provided within 10 days of the cancellation effective
date to the certificate holder.
1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of
2 Rev 04/17
•
coverage, Consultant shall notify City of such lapse in coverage and provide a
replacement Certificate of Insurance and applicable endorsements to City. City shall have
the option to suspend Consultant'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.
1.8 In addition to any other remedies the City may have upon Consultant'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 withhold any payment(s) if any, which
become due to Consultant hereunder until Consultant demonstrates compliance with the
requirements hereof.
1.9 Nothing herein contained shall be construed as limiting in any way the extent to
which Consultant may be held responsible for payments of damages to persons or
property resulting from Consultant's or its subcontractor's performance of the work
covered under this agreement.
1.10 It is agreed that Consultant'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 agreement.
1.11 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
3 Rev 04/1 7
gillSUPPLIER NUMBER
TO BE ASSIGNED BY CI rY
PURCHASING DIVISION
%ter
City of CITY OF CORPUS CHRISTI
Corpus DISCLOSURE OF INTEREST
Christi
City of Corpus Christi Ordinance 17112,as amended,requires all persons or firms seeking to do business
with the City to provide the following information. Every question must be answered. If the question is
not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and
definitions.
COMPANY NAME: Signature Automation
P.O.BOX:
STREET ADDRESS: 14677 Midway Road, Suite 212 CITY: Addison ZIP: 75001
FIRM IS: 1. Corporation ❑ 2. Partnership ® 3. Sole Owner 0
4. Association [� 5. Other LLC
DISCLOSURE QUESTIONS
If additional space is necessary,please use the reverse side of thispage or attach separate sheet.
1. State the names of each `employee" of the City of Corpus hristi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Job Title and City Department(if known)
N/A
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Title
N/A
3. State the names of each"board member"of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Board,Commission or Committee
N/A
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Consultant
N/A
EXHIBIT"E"
Page 1 of 2
•
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the action
will have on members of the public in general or a substantial segment thereof,you shall disclose that fact
in a signed writing to the City official, employee or body that has been requested to act in the matter,
unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be
made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)]
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement,that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to the City of Corpus Christi,Texas as changes occur.
Certifying Person: Rick Hidalgo, P.E. Title: President
(Type or Print)
Signature of Certifying LqqS Date: . 2S ()Person:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi,Texas.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an
effect on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof.
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-
time basis,but not as an independent contractor.
d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and
whether established to produce or deal with a product or service, including but not limited to,entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint
stock company,joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers,Department and Division Heads,and Municipal Court Judges of the City of
Corpus Christi,Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a
firm, including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements."
g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
EXHIBIT"E"
Pale 2of2
•
•
Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to
design services
Table of Contents
Page
Article 1—Definitions and Terminology 2
Article 2—Preliminary Matters 8
Article 3—Contract Documents: Intent, Requirements, Reuse 8
Article 4—Commencement and Progress of the Work 9
Article 5—Availability of Lands;Subsurface, Physical and Hazardous Environmental Conditions 9
Article 6—Bonds and Insurance 10
Article 7—Contractor's Responsibilities 10
Article 8—Other Work at the Site 10
Article 9—Owner's and OPT's Responsibilities 10
Article 10—OAR's and Designer's Status During Construction 11
Article 11—Amending the Contract Documents; Changes in the Work 13
Article 12—Change Management 13
Article 13—Claims 14
Article 14—Prevailing Wage Rate Requirements 16
Article 15—Cost of the Work;Allowances; Unit Price Work - 16
Article 16—Tests and Inspections; Correction, Removal,or Acceptance of Defective Work 16
Article 17—Payments to Contractor; Set-Offs;Completion; Correction Period 16
Article 18—Suspension of Work and Termination 16
Article 19—Project Management 16
Article 20—Project Coordination 16
Article 21—Quality Management 17
Article 22—Final Resolution of Disputes 17
Article 23—Minority/MBE/DBE Participation Policy 17
Article 24—Document Management 17
Article 25—Shop Drawings 17
Article 26—Record Data 20
Article 27—Construction Progress Schedule 21
Article 28—Video and Photographic documentation 21
Article 29—Execution and Closeout 21
Article 30—Miscellaneous 22
EXHIBIT F
Page 1 of 22
ARTICLE 1—DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Terms with initial capital letters, including the term's singular and plural forms, have the
meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract
Documents. In addition to the terms specifically defined,terms with initial capital letters in
the Contract Documents may include references to identified articles and paragraphs, and
the titles of other documents or forms.
1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the
Bidding Requirements or the proposed Contract Documents.
2. Agreement - The document executed between Owner and Contractor covering the
Work.
3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled
as an alternative to litigation, if Owner and Contractor cannot reach an agreement
between themselves.
4. Application for Payment - The forms used by Contractor to request payments from
Owner and the supporting documentation required by the Contract Documents.
5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the
City Manager or designee to execute the Contract on behalf of the City.
6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and
Contract Times and provide other information and certifications as required by the
Bidding Requirements.
7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents,
and Addenda.
8. Bidder-An individual or entity that submits a Bid to Owner.
9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid
Form and attachments, and required certifications.
10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the
time the Bid is submitted and held by Owner until the Agreement is executed and the
evidence of insurance and Bonds required by the Contract Documents are provided. A
cashier's check, certified check, money order or bank draft from any State or National
Bank will also be acceptable.
11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety
instruments executed by Surety. When in singular form,refers to individual instrument.
12. Change Order- A document issued on or after the Effective Date of the Contract and
signed by Owner and Contractor which modifies the Work, Contract Price, Contract
Times, or terms and conditions of the Contract.
13. Change Proposal - A document submitted by Contractor in accordance with the
requirements of the Contract Documents:
a. Requesting an adjustment in Contract Price or Contract Times;
EXHIBIT F
Page 2 of 22
b. Contesting an initial decision concerning the requirements of the Contract
Documents or the acceptability of Work under the Contract Documents;
c. Challenging a set-off against payment due;or
d. Seeking a Modification with respect to the terms of the Contract.
14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as
identified at the preconstruction conference or in the Notice to Proceed.
15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with
the requirements of the Contract Documents. A demand for money or services by an
entity other than the Owner or Contractor is not a Claim.
16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated
biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other
materials that are or become listed, regulated,or addressed pursuant to:
a. The Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. §§9601 et seq. ("CERCLA");
b. The Hazardous Materials Transportation Act,49 U.S.C. §§5101 et seq.;
c. The Resource Conservation and Recovery Act,42 U.S.C. §§6901 et seq. ("RCRA");
d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.;
e. The Clean Water Act,33 U.S.C. §§1251 et seq.;
f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or
g. Any other Laws or Regulations regulating, relating to, or imposing liability or
standards of conduct concerning hazardous,toxic,or dangerous waste,substance,
or material.
17. Contract-The entire integrated set of documents concerning the Work and describing
the relationship between the Owner and Contractor.
18. Contract Amendment-A document issued on or after the Effective Date of the Contract
and signed by Owner and Contractor which:
a. Authorizes new phases of the Work and establishes the Contract Price, Contract
Times, or terms and conditions of the Contract for the new phase of Work;or
b. Modifies the terms and conditions of the Contract, but does not make changes in
the Work.
19. Contract Documents - Those items designated as Contract Documents in the
Agreement.
20. Contract Price - The monetary amount stated in the Agreement and as adjusted by
Modifications,and increases or decreases in unit price quantities,if any,that Owner has
agreed to pay Contractor for completion of the Work in accordance with the Contract
Documents.
21. Contract Times-The number of days or the dates by which Contractor must:
a. Achieve specified Milestones;
EXHIBIT F
Page 3 of 22
•
b. Achieve Substantial Completion; and
c. Complete the Work.
22. Contractor-The individual or entity with which Owner has contracted for performance
of the Work.
23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities
directly or indirectly employed or retained by them to perform part of the Work or
anyone for whose acts they may be liable.
24. Cost of the Work-The sum of costs incurred for the proper performance of the Work
as allowed by Article 15.
25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or
deficient in that it:
a. Does not conform to the Contract Documents;
b. Does not meet the requirements of applicable inspections, reference standards,
tests,or approvals referred to in the Contract Documents;or
c. Has been damaged or stolen prior to OAR's recommendation of final payment
unless responsibility for the protection of the Work has been assumed by Owner
at Substantial Completion in accordance with Paragraphs 17.12 or 17.13.
26. Designer - The individuals or entity named as Designer in the Agreement and the
subconsultants, individuals, or entities directly or indirectly employed or retained by
Designer to provide design or other technical services to the Owner. Designer has
responsibility for engineering or architectural design and technical issues related to the
Contract Documents. Designers are Licensed Professional Engineers, Registered
Architects or Registered Landscape Architects qualified to practice their profession in
the State of Texas.
27. Drawings - The part of the Contract that graphically shows the scope, extent, and
character of the Work. Shop Drawings and other Contractor documents are not
Drawings.
28. Effective Date of the Contract-The date indicated in the Agreement on which the City
Manager or designee has signed the Contract.
29. Field Order-A document issued by OAR or Designer requiring changes in the Work that
do not change the Contract Price or the Contract Times.
30. Hazardous Environmental Condition - The presence of Constituents of Concern at the
Site in quantities or circumstances that may present a danger to persons or property
exposed to Constituents of Concern. The presence of Constituents of Concern at the
Site necessary for the execution of the Work or to be incorporated in the Work is not a
Hazardous Environmental Condition provided these Constituents of Concern are
controlled and contained pursuant to industry practices, Laws and Regulations,and the
requirements of the Contract.
31. Indemnified Costs-All costs,losses,damages,and legal or other dispute resolution costs
resulting from claims or demands against Owner's Indemnitees. These costs include
fees for engineers,architects,attorneys,and other professionals.
EXHIBIT F
Page 4 of 22
•
32. Laws and Regulations;Laws or Regulations-Applicable laws,statutes,rules,regulations,
ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts
having jurisdiction over the Project.
33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real
property,or personal property.
34. Milestone-A principal event in the performance of the Work that Contractor is required
by Contract to complete by a specified date or within a specified period of time.
35. Modification - Change made to the Contract Documents by one of the following
methods:
a. Contract Amendment;
b. Change Order;
c. Field Order; or
d. Work Change Directive.
36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected
Bidder.
37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is
to begin.
38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and
political subdivision organized under the laws of the State of Texas, acting by and
through its duly authorized City Manager and his designee, the City Engineer (the
Director of Engineering Services), and the City's officers, employees, agents, or
representatives,authorized to administer design and construction of the Project.
39. Owner's Authorized Representative or OAR-The individual or entity named as OAR in
the Agreement and the consultants, subconsultants, individuals, or entities directly or
indirectly employed or retained by them to provide construction management services
to the Owner. The OAR may be an employee of the Owner.
40. Owner's Indemnitees-Each member of the OPT and their officers,directors, members,
partners, employees,agents,consultants, and subcontractors.
41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative,
Resident Project Representative, Designer, and the consultants, subconsultants,
individuals, or entities directly or indirectly employed or retained by them to provide
services to the Owner.
42. Partial Occupancy or Use-Use by Owner of a substantially completed part of the Work
for the purpose for which it is intended (or a related purpose) prior to Substantial
Completion of all the Work.
43. Progress Schedule-A schedule prepared and maintained by Contractor,describing the
sequence and duration of the activities comprising the Contractor's plan to accomplish
the Work within the Contract Times. The Progress Schedule must be a Critical Path
Method (CPM)Schedule.
44. Project - The total undertaking to be accomplished for Owner under the Contract
Documents.
EXHIBIT F
Page 5 of 22
45. Resident Project Representative or RPR-The authorized representative of OPT assigned
to assist OAR at the Site. As used herein, the term Resident Project Representative
includes assistants and field staff of the OAR.
46. Samples - Physical examples of materials, equipment, or workmanship representing
some portion of the Work that are used to establish the standards for that portion of
the Work.
47. Schedule of Documents-A schedule of required documents, prepared, and maintained
by Contractor.
48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating
portions of the Contract Price to various portions of the Work and used as the basis for
Contractor's Applications for Payment.
49. Selected Bidder-The Bidder to which Owner intends to award the Contract.
50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or
information that are specifically prepared or assembled and submitted by Contractor to
illustrate some portion of the Work. Shop Drawings,whether approved or not, are not
Drawings and are not Contract Documents.
51. Site- Lands or areas indicated in the Contract Documents as being furnished by Owner
upon which the Work is to be performed. The Site includes rights-of-way, easements,
and other lands furnished by Owner which are designated for use by the Contractor.
52. Specifications-The part of the Contract that describes the requirements for materials,
equipment, systems, standards, and workmanship as applied to the Work, and certain
administrative requirements and procedural matters applicable to the Work.
53. Subcontractor-An individual or entity having a direct contract with Contractor or with
other Subcontractors or Suppliers for the performance of a part of the Work.
54. Substantial Completion -The point where the Work or a specified part of the Work is
sufficiently complete to be used for its intended purpose in accordance with the
Contract Documents.
55. Supplementary Conditions-The part of the Contract that amends or supplements the
General Conditions.
56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor
having a direct contract with Contractor or with Subcontractors or other Suppliers to
furnish materials or equipment to be incorporated in the Work.
57. Technical Data-Those items expressly identified as Technical Data in the Supplementary
Conditions with respect to either:
a. Subsurface conditions at the Site;
b. Physical conditions relating to existing surface or subsurface structures at the Site,
except Underground Facilities; or
c. Hazardous Environmental Conditions at the Site.
58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires,
manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and
encasements containing these facilities which are used to convey electricity, gases,
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steam, liquid petroleum products, telephone or other communications, fiber optic
transmissions, cable television, water, wastewater, storm water, other liquids or
chemicals,or traffic or other control systems.
59. Unit Price Work-Work to be paid for on the basis of unit prices.
60. Work - The construction of the Project or its component parts as required by the
Contract Documents.
61. Work Change Directive-A directive issued to Contractor on or after the Effective Date
of the Contract ordering an addition, deletion, or revision in the Work. The Work
Change Directive serves as a memorandum of understanding regarding the directive
until a Change Order can be issued.
1.02 Terminology
A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the
Bidding Requirements or Contract Documents, have the indicated meaning.
B. It is understood that the cost for performing Work is included in the Contract Price and no
additional compensation is to be paid by Owner unless specifically stated otherwise in the
Contract Documents. Expressions including or similar to "at no additional cost to Owner,"
"at Contractor's expense,"or similar words mean that the Contractor is to perform or provide
specified operation of Work without an increase in the Contract Price.
C. The terms"day"or"calendar day"mean a calendar day of 24 hours measured from midnight
to the next midnight.
D. The meaning and intent of certain terms or adjectives are described as follows:
1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in
the Contract Documents indicate an exercise of professional judgment by the OPT.
2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper,"
"satisfactory," or similar adjectives are used to describe a determination of OPT
regarding the Work.
3. Any exercise of professional judgment by the OPT will be made solely to evaluate the
Work for general compliance with the Contract Documents unless there is a specific
statement in the Contract Documents indicating otherwise.
4. The use of these or similar terms or adjectives does not assign a duty or give OPT
authority to supervise or direct the performance of the Work, or assign a duty or give
authority to the OPT to undertake responsibilities contrary to the provisions of Articles
9 or 10 or other provisions of the Contract Documents.
E. The use of the words "furnish," "install," "perform," and "provide" have the following
meanings when used in connection with services, materials,or equipment:
1. Furnish means to supply and deliver the specified services, materials, or equipment to
the Site or other specified location ready for use or installation.
2. Install means to complete construction or assembly of the specified services, materials,
or equipment so they are ready for their intended use.
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3. Perform or provide means to furnish and install specified services, materials, or
equipment,complete and ready for their intended use.
4. Perform or provide the specified services, materials,or equipment complete and ready
for intended use if the Contract Documents require specific services, materials, or
equipment, but do not expressly use the words "furnish," "install," "perform," or
"provide."
F. Contract Documents are written in modified brief style:
1. Requirements apply to all Work of the same kind,class,and type even though the word
"all" is not stated.
2. Simple imperative sentence structure is used which places a verb as the first word in the
sentence. It is understood that the words"furnish," "install," "perform," "provide," or
similar words include the meaning of the phrase "The Contractor shall..." before these
words.
3. Unless specifically stated that action is to be taken by the OPT or others,it is understood
that the action described is a requirement of the Contractor.
G. Words or phrases that have a well-known technical or construction industry or trade
meaning are used in the Contract Documents in accordance with this recognized meaning
unless stated otherwise in the Contract Documents.
H. Written documents are required where reference is made to notices, reports, approvals,
consents, documents, statements, instructions, opinions or other types of communications
required by the Contract Documents. Approval and consent documents must be received by
Contractor prior to the action or decision for which approval or consent is given. These may
be made in printed or electronic format through the OPT's project management information
system or other electronic media as required by the Contract Documents or approved by the
OAR.
I. Giving notice as required by the Contract Documents may be by printed or electronic media
using a method that requires acknowledgment of the receipt of that notice.
ARTICLE 2—PRELIMINARY MATTERS
ARTICLE 3—CONTRACT DOCUMENTS: INTENT,REQUIREMENTS,REUSE
3.01 Intent
B. Provide equipment that is functionally complete as described in the Contract Documents.
The Drawings and Specifications do not indicate or describe all of the Work required to
complete the installation of products purchased by the Owner or Contractor. Additional
details required for the correct installation of selected products are to be provided by the
Contractor and coordinated with the Designer through the OAR.
3.02 Reference Standards
Comply with applicable construction industry standards,whether referenced or not.
1. Standards referenced in the Contract Documents govern over standards not referenced
but recognized as applicable in the construction industry.
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2. Comply with the requirements of the Contract Documents if they produce a higher
quality of Work than the applicable construction industry standards.
3. Designer determines whether a code or standard is applicable, which of several are
applicable,or if the Contract Documents produce a higher quality of Work.
3.03 Reporting and Resolving Discrepancies
3.04 Interpretation of the Contract Documents
Submit questions regarding the design of the Project described in the Contract Documents
to the OAR immediately after those questions arise. OAR is to request an interpretation of
the Contract Documents from the Designer. Designer is to respond to these questions by
providing an interpretation of the Contract Documents. OAR will coordinate the response of
the OPT to Contractor.
C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to
the question indicates that a change in the Contract Documents is required. Contractor may
appeal Designer's or OAR's interpretation by submitting a Change Proposal.
ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK
ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS
ENVIRONMENTAL CONDITIONS
5.01 Availability of Lands
5.02 Use of Site and Other Areas
5.03 Subsurface and Physical Conditions
5.04 Differing Subsurface or Physical Conditions
OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition
from the Contractor. Designer is to:
1. Promptly review the subsurface or physical condition;
2. Determine the necessity of OPT's obtaining additional exploration or tests with respect
the subsurface or physical condition;
3. Determine if the subsurface or physical condition falls within one or more of the
differing Site condition categories in Paragraph 5.04.A;
4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in
connection with the subsurface or physical condition in question;
5. Determine the need for changes in the Drawings or Specifications; and
6. Advise OPT of Designer's findings, conclusions, and recommendations.
C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in
question and recommend action as appropriate after review of Designer's findings,
conclusions,and recommendations.
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5.05 Underground Facilities
The Designer is to take the following action after receiving notice from the OAR:
1. Promptly review the Underground Facility and conclude whether the Underground
Facility was not shown or indicated in the Contract Documents, or was not shown or
indicated with reasonable accuracy;
2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in
connection with this Underground Facility;
3. Determine the extent to which a change is required in the Drawings or Specifications to
document the consequences of the existence or location of the Underground Facility;
and
4. Advise OAR of Designer's findings, conclusions, and recommendations and provide
revised Drawings and Specifications if required.
D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and
recommend action as appropriate after review of Designer's findings, conclusions, and
recommendations.
ARTICLE 6—BONDS AND INSURANCE
ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES
ARTICLE 8—OTHER WORK AT THE SITE
ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES
9.01 Communications to Contractor
A. OPT issues communications to Contractor through OAR except as otherwise provided in the
Contract Documents.
9.02 Replacement of Owner's Project Team Members
A. Owner may replace members of the OPT at its discretion.
9.03 Furnish Data
A. OPT is to furnish the data required of OPT under the Contract Documents.
9.04 Pay When Due
9.05 Lands and Easements; Reports and Tests
A. Owner's duties with respect to providing lands and easements are described in Paragraph
5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and
drawings of physical conditions relating to existing surface or subsurface structures at the
Site available to Contractor in accordance with Paragraph 5.03.
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9.06 Insurance
9.07 Modifications
9.08 Inspections,Tests,and Approvals
A. OPT's responsibility with respect to certain inspections,tests,and approvals are described in
Paragraph 16.02.
9.09 Limitations on OPT's Responsibilities
A. The OPT does not supervise, direct,or have control or authority over,and is not responsible
for Contractor's means, methods,techniques, sequences, or procedures of construction, or
related safety precautions and programs, or for failure of Contractor to comply with Laws
and Regulations applicable to the performance of the Work. OPT is not responsible for
Contractor's failure to perform the Work in accordance with the Contract Documents.
9.10 Undisclosed Hazardous Environmental Condition
A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in
Paragraph 5.06.
9.11 Compliance with Safety Program
A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific
applicable requirements of this program.
ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION
10.01 Owner's Representative
A. OAR is Owner's representative. The duties and responsibilities and the limitations of
authority of OAR as Owner's representative are described in the Contract Documents.
10.02 Visits to Site
A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work.
Designer is to determine, in general, if the Work is proceeding in accordance with the
Contract Documents based on observations made during these visits. Designer is not
required to make exhaustive or continuous inspections to check the quality or quantity of
the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with
Contractor to address these issues or concerns. Designer's visits and observations are
subject to the limitations on Designer's authority and responsibility described in Paragraphs
9.09 and 10.07.
B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's
quality assurance program, and administer the Contract as Owner's representative as
described in the Contract Documents. OAR's visits and observations are subject to the
limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07.
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10.03 Resident Project Representatives
A. Resident Project Representatives assist OAR in observing the progress and quality of the
Work at the Site. The limitations on Resident Project Representatives' authority and
responsibility are described in Paragraphs 9.09 and 10.07.
10.04 Rejecting Defective Work
A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a
Defective Work Notice to Contractor and document when Defective Work has been
corrected or accepted in accordance with Article 16.
10.05 Shop Drawings, Modifications and Payments
A. Designer's authority related to Shop Drawings and Samples are described in the Contract
Documents.
B. Designer's authority related to design calculations and design drawings submitted in
response to a delegation of professional design services are described in Paragraph 7.15.
C. OAR and Designer's authority related to Modifications is described in Article 11.
D. OAR's authority related to Applications for Payment is described in Articles 15 and 17.
10.06 Decisions on Requirements of Contract Documents and Acceptability of Work
A. OAR is to render decisions regarding non-technical or contractual / administrative
requirements of the Contract Documents and will coordinate the response of the OPT to
Contractor.
B. Designer is to render decisions regarding the conformance of the Work to the requirements
of the Contract Documents. Designer will render a decision to either correct the Defective
Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform
to the Contract Documents. OAR will coordinate the response of the OPT to Contractor.
C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide
documentation for changes related to the non-technical or contractual / administrative
requirements of the Contract Documents. Designer will provide documentation if design
related changes are required.
D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor
does not agree with the Designer's decision.
10.07 Limitations on OAR's and Designer's Authority and Responsibilities
A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure
to act, or decisions made in good faith to exercise or not exercise the authority or
responsibility available under the Contract Documents creates a duty in contract, tort, or
otherwise of the OPT to the Contractor or members of the Contractor's Team.
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ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS;CHANGES IN THE WORK
ARTICLE 12—CHANGE MANAGEMENT
12.01 Requests for Change Proposal
A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP).
1. Designer will prepare a description of proposed Modifications.
2. Designer will issue the Request for a Change Proposal form to Contractor. A number
will be assigned to the Request for a Change Proposal when issued.
3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for
evaluation by the OPT.
12.02 Change Proposals
A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the
Contract Documents or in response to a Request for Change Proposal.
1. Use the Change Proposal form provided.
2. Assign a number to the Change Proposal when issued.
3. Include with the Change Proposal:
a. A complete description of the proposed Modification if Contractor initiated or
proposed changes to the OPT's description of the proposed Modification.
b. The reason the Modification is requested, if not in response to a Request for a
Change Proposal.
c. A detailed breakdown of the cost of the change if the Modification requires a
change in Contract Price. The itemized breakdown is to include:
1) List of materials and equipment to be installed;
2) Man hours for labor by classification;
3) Equipment used in construction;
4) Consumable supplies,fuels, and materials;
5) Royalties and patent fees;
6) Bonds and insurance;
7) Overhead and profit;
8) Field office costs;
9) Home office cost;and
10) Other items of cost.
d. Provide the level of detail outlined in the paragraph above for each Subcontractor
or Supplier actually performing the Work if Work is to be provided by a
Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work
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provided through Subcontractors and Suppliers. Provide the level of detail outline
in the paragraph above for self-performed Work.
e. Submit Change Proposals that comply with Article 15 for Cost of Work.
f. Provide a revised schedule. Show the effect of the change on the Project Schedule
and the Contract Times.
B. Submit a Change Proposal to the Designer to request a Field Order.
C. A Change Proposal is required for all substitutions or deviations from the Contract
Documents.
D. Request changes to products in accordance with Article 25.
12.03 Designer Will Evaluate Request for Modification
A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the
Owner. Designer will issue a Change Order or Contract Amendment for any changes in
Contract Price or Contract Times.
1. Change Orders and Contract Amendments will be sent to the Contractor for execution
with a copy to the Owner recommending approval. A Work Change Directive may be
issued if Work needs to progress before the Change Order or Contract Amendment can
be authorized by the Owner.
2. Work Change Directives, Change Orders, and Contract Amendments can only be
approved by the Owner.
a. Work performed on the Change Proposal prior to receiving a Work Change
Directive or approval of the Change Order or Contract Amendment is performed at
the Contractor's risk.
b. No payment will be made for Work on Change Orders or Contract Amendments
until approved by the Owner.
B. The Contractor may be informed that the Request for a Change Proposal is not approved and
construction is to proceed in accordance with the Contract Documents.
ARTICLE 13—CLAIMS
13.01 Claims
13.02 Claims Process
A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice
of a Claim in the subject line or first sentence.Notice must also list the date of first occurrence
of the claimed event.
B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR
within 7 days:
1. After the start of the event giving rise to the Claim;or
2. After a final decision on a Change Proposal has been made.
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C. Claims by Contractor that are not received within the time period provided by section
13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any
Claims by Contractor that are not brought within 90 days following the termination of the
Contract are waived and shall be automatically deemed denied.
D. Claims by Owner must be submitted by written notice to Contractor.
E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must
contain sufficient detail to allow the other party to fully review the Claim.
1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost
report. Provide additional documentation as requested by OAR.
2. Claims seeking an adjustment of Contract Time must include native schedule files in
Primavera or MS Project digital format. Provide additional documentation as
requested by OAR.
F. Contractor must certify that the Claim is made in good faith, that the supporting data is
accurate and complete,and that to the best of Contractor's knowledge and belief,the relief
requested accurately reflects the full compensation to which Contractor is entitled.
G. Claims by Contractor against Owner and Claims by Owner against Contractor,including those
alleging an error or omission by Designer but excluding those arising under Section 7.12,shall
be referred initially to Designer for consideration and recommendation to Owner.
H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take
one or more of the following actions:
1. Request additional supporting data from the party who made the Claim;
2. Issue a recommendation;
3. Suggest a compromise;or
4. Advise the parties that Designer is not able to make a recommendation due to
insufficient information or a conflict of interest.
I. If the Designer does not take any action,the claim shall be deemed denied.
J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of
information and direct negotiations. If no agreement is reached within 90 days, the Claim
shall be deemed denied. The Owner and Contractor may extend the time for resolving the
Claim by mutual agreement. Notify OAR of any actions taken on a Claim.
K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time
after a recommendation is issued by the Designer.
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ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS
ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK
ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION,REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK
ARTICLE 17—PAYMENTS TO CONTRACTOR;SET-OFFS;COMPLETION;CORRECTION PERIOD
ARTICLE 18—SUSPENSION OF WORK AND TERMINATION
ARTICLE 19— PROJECT MANAGEMENT
ARTICLE 20—PROJECT COORDINATION
20.01 Work Included
20.02 Document Submittal
20.03 Communication During Project
A. The OAR is to be the first point of contact for all parties on matters concerning this Project.
B. The Designer will coordinate correspondence concerning:
1. Documents, including Applications for Payment.
2. Clarification and interpretation of the Contract Documents.
3. Contract Modifications.
4. Observation of Work and testing.
5. Claims.
20.04 Requests for Information
A. Submit Request for Information (RFI) to the Designer to obtain additional information or
clarification of the Contract Documents.
1. Submit a separate RFI for each item on the form provided.
2. Attach adequate information to permit a written response without further clarification.
Designer will return requests that do not have adequate information to the Contractor
for additional information. Contractor is responsible for all delays resulting from
multiple document submittals due to inadequate information.
3. A response will be made when adequate information is provided. Response will be
made on the RFI form or in attached information.
B. Response to an RFI is given to provide additional information, interpretation,or clarification
of the requirements of the Contract Documents, and does not modify the Contract
Documents.
C. Designer will initiate a Request for a Change Proposal (RCP)per Article 12 if the RFI indicates
that a Contract Modification is required.
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ARTICLE 21—QUALITY MANAGEMENT
ARTICLE 22—FINAL RESOLUTION OF DISPUTES
ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY
ARTICLE 24—DOCUMENT MANAGEMENT
ARTICLE 25—SHOP DRAWINGS
25.01 Work Included
A. Shop Drawings are required for those products that cannot adequately be described in the
Contract Documents to allow fabrication, erection, or installation of the product without
additional detailed information from the Supplier.
B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested
by the OPT to:
1. Record the products incorporated into the Project for the Owner;
2. Provide detailed information for the products proposed for the Project regarding their
fabrication, installation,commissioning, and testing; and
3. Allow the Designer to advise the Owner if products proposed for the Project by the
Contractor conform, in general,to the design concepts of the Contract Documents.
25.02 Quality Assurance
25.03 Contractor's Responsibilities
25.04 Shop Drawing Requirements
A. Provide adequate information in Shop Drawings and Samples so Designer can:
1. Assist the Owner in selecting colors,textures,or other aesthetic features.
2. Compare the proposed features of the product with the specified features and advise
Owner that the product does, in general,conform to the Contract Documents.
3. Compare the performance features of the proposed product with those specified and
advise the Owner that the product does,in general,conform to the performance criteria
specified in the Contract Documents.
4. Review required certifications, guarantees, warranties, and service agreements for
compliance with the Contract Documents.
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25.05 Special Certifications and Reports
25.06 Warranties and Guarantees
25.07 Shop Drawing Submittal Procedures
25.08 Sample and Mockup Submittal Procedures
25.09 Requests for Deviation
25.10 Designer Responsibilities
A. Shop Drawings will be received by the Designer. Designer will log the documents and review
per this Article for general conformance with the Contract Documents.
1. Designer's review and approval will be only to determine if the products described in
the Shop Drawing or Sample will, after installation or incorporation into the Work,
conform to the information given in the Contract Documents and be compatible with
the design concept of the completed Project as a functioning whole as indicated by the
Contract Documents.
2. Designer's review and approval will not extend to means, methods, techniques,
sequences,or procedures of construction or to safety precautions or programs incident
thereto.
3. Designer's review and approval of a separate item as such will not indicate approval of
the assembly in which the item functions.
B. Comments will be made on items called to the attention of the Designer for review and
comment. Any marks made by the Designer do not constitute a blanket review of the
document submittal or relieve the Contractor from responsibility for errors or deviations
from the Contract requirements.
1. Designer will respond to Contractor's markups by either making markups directly in the
Shop Drawings file using the color green or by attaching a Document Review Comments
form with review comments.
2. Shop Drawings that are reviewed will be returned with one or more of the following
status designations:
a. Approved: Shop Drawing is found to be acceptable as submitted.
b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations
made by Designer are incorporated into the Show Drawing.
c. Not Approved: Shop Drawing or products described are not acceptable.
3. Shop Drawing will also be designated for one of the following actions:
a. Final distribution: Shop Drawing is acceptable without further action and has been
filed as a record document.
b. Shop Drawing not required: A Shop Drawing was not required by the Contract
Documents. Resubmit the document per Article 26.
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c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be
removed from consideration and all efforts regarding the processing of that
document are to cease.
d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents,
significant errors, or is inadequate and must be revised and resubmitted for
subsequent review.
e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has
significant markups. Make correction and notations to provide a revised document
with markup incorporated into the original document so that no markups are
required.
f. Returned without review due to excessive deficiencies: Document does not meet
the requirement of the Specifications for presentation or content to the point
where continuing to review the document would be counterproductive to the
review process or clearly does not meet the requirements of the Contract
Documents. Revise the Shop Drawing to comply with the requirements of this
Section and resubmit.
g. Actions a through c will close out the Shop Drawing review process and no further
action is required as a Shop Drawing. Actions d through f require follow up action
to close out the review process.
4. Drawings with a significant or substantial number of markings by the Contractor may be
marked "Approved as Noted" and "Resubmit with corrections made." These drawings
are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering
products as the documents are revised.
5. Dimensions or other data that does not appear to conform to the Contract Documents
will be marked as "At Variance With" (AVW) the Contract Documents or other
information provided. The Contractor is to make revisions as appropriate to comply
with the Contract Documents.
C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using
the Shop Drawing Deviation Request form. Use a single line for each requested deviation so
the Status and Action for each deviation can be determined for that requested deviation. If
approval or rejection of a requested deviation will impact other requested deviations,then
all related deviations should be included in that requested deviation line so the status and
action can be determined on the requested deviation as a whole.
D. Requested deviations will be reviewed as possible Modification to the Contract Documents.
1. A Requested deviation will be rejected as"Not Approved" if the requested deviation is
unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections
for approval.
2. A Field Order will be issued by the Designer for deviations approved by the Designer if
the requested deviation is acceptable and if the requested deviation will not result in a
change in Contract Price or Contract Times. Requested deviations from the Contract
Documents may only be approved by Field Order.
3. A requested deviation will be rejected if the requested deviation is acceptable but the
requested deviation will or should result in a change in Contract Price or Contract Times.
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Submit any requested deviation that requires a change in Contract Price or Contract
Times as a Change Proposal for approval prior to resubmitting the Shop Drawing.
E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or
Approved as Noted and is assigned an action per Paragraph 25.10.6 that indicates that the
Shop Drawing process is closed.
F. Information that is submitted as a Shop Drawings that should be submitted as Record Data
or other type of document, or is not required may be returned without review, or may be
deleted. No further action is required and the Shop Drawing process for this document will
be closed.
ARTICLE 26—RECORD DATA
26.01 Work Included
26.02 Quality Assurance
26.03 Contractor's Responsibilities
26.04 Record Data Requirements
26.05 Special Certifications and Reports
26.06 Warranties and Guarantees
26.07 Record Data Submittal Procedures
26.08 Designer's Responsibilities
A. Record Data will be received by the Designer, logged,and provided to Owner as the Project
record.
1. Record Data may be reviewed to see that the information provided is adequate for the
purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may
be rejected as unacceptable.
2. Record Data is not reviewed for compliance with the Contract Documents. Comments
may be returned if deviations from the Contract Documents are noted during the
cursory review performed to see that the information is adequate.
3. Contractor's responsibility for full compliance with the Contract Documents is not
relieved by the review of Record Data. Contract modifications can only be approved by
a Modification.
B. Designer may take the following action in processing Record Data:
1. File Record Data as received if the cursory review indicates that the document meets
the requirements of Paragraph 26.02. Document will be given the status of "Filed as
Received"and no further action is required on that Record Data.
2. Reject the Record Data for one of the following reasons:
a. The document submittal requirements of the Contract Documents indicate that the
document submitted as Record Data should have been submitted as a Shop
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Drawing. The Record Data will be marked "Rejected"and "Submit Shop Drawing."
No further action is required on this document as Record Data and the Record Data
process will be closed. Resubmit the document as a Shop Drawing per Article 25.
b. The cursory review indicates that the document does not meet the requirements
of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and
Resubmit." Contractor is to resubmit the Record Data until it is acceptable and
marked "Filed as Received." When Record Data is filed, no further action is
required and the Record Data process will be closed.
c. The Record Data is not required by the Contract Documents nor is the Record Data
applicable to the Project. The Record Data will be marked "Rejected"and "Cancel
- Not Required." No further action is required and the Record Data process will be
closed.
C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as
Received."
ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE
ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION
ARTICLE 29—EXECUTION AND CLOSEOUT
29.01 Substantial Completion
A. Notify the Designer that the Work or a designated portion of the Work is substantially
complete per the General Conditions. Include a list of the items remaining to be completed
or corrected before the Project will be considered to be complete.
B. OPT will visit the Site to observe the Work within a reasonable time after notification is
received to determine the status of the Project.
C. Designer will notify the Contractor that the Work is either substantially complete or that
additional Work must be performed before the Project will be considered substantially
complete.
1. Designer will notify the Contractor of items that must be completed before the Project
will be considered substantially complete.
2. Correct the noted deficiencies in the Work.
3. Notify the Designer when the items of Work in the Designer's notice have been
completed.
4. OPT will revisit the Site and repeat the process.
5. Designer will issue a Certificate of Substantial Completion to the Contractor when the
OPT considers the Project to be substantially complete. The Certificate will include a
tentative list of items to be corrected before Final Payment will be recommended.
6. Review the list and notify the Designer of any objections to items on the list within 10
days after receiving the Certificate of Substantial Completion.
EXHIBIT F
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29.02 Final Inspections
A. Notify the Designer when:
1. Work has been completed in compliance with the Contract Documents;
2. Equipment and systems have been tested per Contract Documents and are fully
operational;
3. Final Operations and Maintenance Manuals have been provided to the Owner and all
operator training has been completed;
4. Specified spare parts and special tools have been provided; and
5. Work is complete and ready for final inspection.
B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment
within a reasonable time after the notice is received.
C. Designer will notify the Contractor that the Project is complete or will notify the Contractor
that Work is Defective.
D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work
has corrected. OPT will visit the Site to determine if the Project is complete and the Work is
acceptable. Designer will notify the Contractor that the Project is complete or will notify the
Contractor that Work is Defective.
E. Submit the Request for Final Payment with the closeout documents described in Paragraph
29.06 if notified that the Project is complete and the Work is acceptable.
ARTICLE 30—MISCELLANEOUS
END OF SECTION
EXHIBIT F
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