HomeMy WebLinkAboutC2021-115 - 4/20/2021 - Approved DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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SERVICE AGREEMENT NO. 3279
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MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES
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Corpus Christi International Airport (CCIA)
This Agreement is between 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 and Garver, LLC, 3755 S. Capital of Texas Highway, Suite
325, Austin, Texas 7874-8810 (Consultant).
TABLE OF CONTENTS
ARTICLE NO. TITLE PAGE
ARTICLE I — PROJECT TASK ORDER ..................................................................................................2
ARTICLE 11 —COMPENSATION .............................................................................................................3
ARTICLE III —QUALITY CONTROL PLAN .............................................................................................4
ARTICLE IV—OPINIONS OF COST.......................................................................................................4
ARTICLE V— INSURANCE REQUIREMENTS .......................................................................................5
ARTICLE VI - INDEMNIFICATION..........................................................................................................5
ARTICLE VII —TERM; RENEWALS; TIMES FOR RENDERING SERVICE............................................5
ARTICLE VIII - TERMINATION OF AGREEMENT..................................................................................5
ARTICLE IX— RIGHT OF REVIEWANDAUDIT.....................................................................................6
ARTICLE X—OWNER REMEDIES ........................................................................................................7
ARTICLE XI —CONSULTANT REMEDIES.............................................................................................8
ARTICLE XII —CLAIMS AND DISPUTE RESOLUTION..........................................................................8
ARTICLE XIII — MISCELLANEOUS PROVISIONS..................................................................................9
EXHIBITS
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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. The general scope for these Task Orders is outlined in
Exhibit A. More specific scopes of work will be issued for pricing when a task order is needed.
Task Orders shall become a 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 XI I of this Agreement. Consultant will
perform the Services in accordance with the approved Scope of Services and with Consultant's response
to the Request for Qualifications related to this project, which response is incorporated by reference into
this Agreement as if set out here in its entirety.
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 issued the fully executed Task Order 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 Notwithstanding any provision to the contrary, aside from Consultant's direct subconsultants, Consultant
shall not at any time supervise, direct, control or have authority over any contractor's work, nor shall
Consultant have authority over or be responsible for the means, methods, techniques, sequences, or
procedures of construction selected or used by any such contractor, or the safety precautions and
programs incident thereto, for security or safety at the project site, nor for any failure of a contractor to
comply with laws and regulations applicable to that contractor's services. Consultant shall not be
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responsible for the acts or omissions of any contractor for whom it does not have a direct contract.
Consultant neither guarantees the performance of any contractor nor assumes responsibility for any
contractor's failure to furnish and perform its work in accordance with the construction contract documents
applicable to the contractor's work, even when Consultant is performing construction phase services.
1.10 Mandatory Contract Provisions for Airport Projects. Consultant must comply with all mandatory federal
contract provisions for Professional Services (A/E) Contracts, included as Exhibit G. Consultant agrees
to include the contract provisions in Exhibit G in each subcontract and require each subconsultant to
include these contract provisions in all subcontracts. Consultant agrees to incorporate applicable
requirements of the contract provisions in Exhibit G by reference for work done under any purchase
orders, rental agreements or other agreements for supplies or services.
1.11 For projects that require subsurface utility investigation:
1.11.1 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. It is assumed
that all utilities will be identified using Quality Level A exploratory excavation unless stated
otherwise.
1.11.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local
franchises, electric companies, communication companies, private pipeline companies and V
party owners/operators.
1.12 For project with potential utility conflicts:
1.12.1 The Consultant agrees to coordinate the verification and resolution of all potential utility
conflicts.
1.12.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City.
ARTICLE II —COMPENSATION
2.1 The Compensation for all services included in this Agreement by Task Orders shall not exceed
$7.500.000.00.
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 price Task Orders in accordance with Exhibit B, Rate Schedule, subject to approval by
the City.
2.4 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.
2.4.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals
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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.
2.5 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. 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.
2.6 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—OPINIONS OF COST
4.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for
construction of the Project.
4.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of
the City.
4.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or
over the contractor's methods of determining prices, or over competitive bidding or market conditions,
Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the
basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design
professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals,
bids or the construction cost shall not vary from the OPC prepared by Consultant.
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ARTICLE V— INSURANCE REQUIREMENTS
5.1 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.
5.2 Insurance Requirements are shown in EXHIBIT D.
ARTICLE VI - INDEMNIFICATION
Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials,
officers, agents, employees 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 (except from intellectual property provided by
City), or failure to pay a 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 VII —TERM; RENEWALS; TIMES FOR RENDERING SERVICE
7.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date).
7.2 This Agreement shall be applicable to Task Orders issued hereunder from the Effective Date of the
Agreement until Task Orders are complete.
7.3 The term of this Agreement shall be for a period of five years beginning on the Effective Date, unless
extended by authority of the City Manager or designee.
7.4 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 VIII - TERMINATION OF AGREEMENT
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8.1 By Consultant:
8.1.1 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.
8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement.
8.2 By City:
8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the
Consultant at the address of record.
8.2.2 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.
8.3 Termination Procedure
8.3.1 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. 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.
8.3.2 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.
8.3.3 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 IX— RIGHT OF REVIEW AND AUDIT
9.1 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
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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 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. Except to the extent allowed under applicable law,
notwithstanding anything in this Agreement, records shall not be provided related to lump sum services,
unit prices, fixed fees or rates agreed upon to the extent the information contains Consultant's proprietary
financial information.
9.2 "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, 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.
9.3 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.
9.4 Consultant shall use commercially reasonable efforts to include this audit clause in any subcontractor,
supplier or vendor contract.
ARTICLE X—OWNER REMEDIES
10.1 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 limitedto:
10.1.1 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.
10.1.2 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.
10.1.3 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.
10.2 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.
10.3 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:
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(1) Summary of facts with supporting documentation;
(2) Instructions for Consultant to revise design documents, if appropriate, as part of Consultant's existing,
authorized fees;
(3) Calculation of non-value added work costs incurred by the City; and
(4) Deadline for Consultant's response.
10.4 During the bid phase for construction, 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 oromissions.
10.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II.
ARTICLE XI —CONSULTANT REMEDIES
11.1 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.
11.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim
as provided in this Agreement.
ARTICLE XII —CLAIMS AND DISPUTE RESOLUTION
12.1 Filing of Claims
12.1.1 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
21 calendar days after the start of the occurrence or event giving rise to the Claim and stating the
general nature of the Claim.
12.1.2 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.
12.1.3 The responsibility to substantiate a claim rests with the party making the Claim.
12.1.4 Within 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 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.
12.1.5 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.
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12.2 Alternative Dispute Resolution
12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
12.2.2 Before invoking mediation, 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. This step shall be a condition precedent to the use of mediation.
If the parties' senior management representatives cannot resolve the dispute within 30 calendar
days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the
mediation process contained herein.
12.2.3 Mediation
12.2.3.1 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.
12.2.3.2 Request for mediation shall be in writing and shall request that the mediation commence
no less than 30 or more than 90 calendar days following the date of the request, except upon
agreement of both parties.
12.2.3.3 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 30 calendar days of the request for mediation, all
conditions precedent in this Article shall be deemed to have occurred.
12.2.3.4 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.
12.3 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.
12.4 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and
do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out
of or connected to this Agreement, to proceed with a trial before the court, unless both parties
subsequently agree otherwise in writing.
12.5 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function
solely for the public benefit. Nothing in this Agreement 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 XIII — MISCELLANEOUS PROVISIONS
13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this
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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.
13.2 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 pursuant to or as a result of
this Agreement, including contract documents (plans and specifications), drawings and submittal data;
provided however, any and all underlying intellectual property, if any (unless provided by City), shall
remain the property of Consultant such that Consultant may continue to perform its business in the normal
course. 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.
13.3 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.
13.4 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.
13.5 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.
13.6 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.
13.7 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.
13.8 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.
13.9 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—forml295.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.
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13.10 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
13.11 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as
though each were physically included herein.
13.12 Public Information. The requirements of Subchapter J, Chapter 552, Government Code, may apply to
this contract and the Consultant agrees that the contract can be terminated if the Consultant knowingly
or intentionally fails to comply with a requirement of that subchapter.
13.13 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.
13.14 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 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.
13.15 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything
contained in any documents 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.
13.16 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color,
religion, national origin, gender, disability or age.
CITY OF CORPUS CHRISTI GARVER, LLC
DocuSigne1d by: DocuSigned by:
4/22/2021 �6SL (Y#0#0 4 3/24/2021
Mic ae� o rlguez (Date) Jos raw orc1, P.E. (Date)
Chief of Staff Texas Aviation Director
3755 S. Capital of Texas Highway, Suite 325
Austin, Texas 7874-8810
(512) 485-0014
jbcrawford@garverusa.com
,APRRQYP AS TO LEGAL FORM
3/24/2021
s Id Attorney (Date) M2021-088
for City Attorney Authorized By
TESb ed by: 04/20/2021
Council
4/23/2021
e ecca uerta, City Secretary DS
Page 11 Rev. 21-3
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
c
0
C EXHIBIT A
v
SCOPE OF SERVICES
MCa H'POfe P;Ea
This Master Services Agreement will meet the ongoing needs of the approved Airport
Capital Improvement Program and Operational & Maintenance Projects. Task Orders will
be issued for the types of services listed below:
13.16.1 Planning Services
This category includes studies under the broad headings of airport system and master
planning, airport noise compatibility planning and environmental assessments and
related studies. These studies include, but are not limited to, the following activities:
• Design Study to establish framework and detailed work program.
• Data Collection and facility inventories
• Aeronautical forecasts and Demand/Capacity Analysis.
• Facility requirements determination.
• Airfield modeling for capacity and delay.
• Airport layout and terminal plan development
• Airport noise studies under 14 CFR parts 150 and 161 .
• Compatible land-use planning in the vicinity of airports.
• Airport site selection studies.
• Airport development schedules and cost estimates.
• Airport financial planning and benefit cost analysis.
• Participate in public hearings relating to airport development projects.
• Airport business plans
• Specific airport landside or airside plans
• Air service studies
• Environmental planning to include categorical exclusions and/or Environmental
Assessments.
13.16.2 Architectural/Engineering Services
The Contractor/Consultant shall provide basic A/E services normally required for airport
development projects. These services are generally of an architectural, civil,
geotechnical, structural, mechanical, and electrical engineering nature. In addition,
there may be some services outside those normally considered basic. The basic services
are usually conducted in, but are not limited to, the four distinct and sequential phases
summarized below:
1. Preliminary Phase
Master Services Agreement
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
• Conferring with the City of Corpus Christi on project requirements, finances,
schedules, early phases of the project, and other pertinent matters and meeting
with FAA and other concerned agencies and parties on matters affecting the
projects.
• Planning, procuring, and/or prepare surveys, FAA Overall Development
Objectives Sheets, geotechnical, engineering investigations and engineering
studies for preliminary design
• Develop design schematics, sketches, environmental and aesthetic
considerations, project recommendations and preliminary layouts and cost
estimates.
2. Design Phase
• Conducting and attending meetings and design conferences to obtain
information and to coordinate or resolve design matters.
• Collecting engineering data and undertaking field investigation; performing
architectural, engineering and special environmental studies.
• Preparing engineering reports and recommendations.
• Preparing detailed plans, specifications, cost estimates, and
design/construction schedules.
• Preparing construction safety plans.
• Printing and providing necessary copies of engineering drawings and contract
specifications.
3. Bidding Phase
• Participate in the pre-bid conference to discuss scope of work and to answer
scope questions
• Review all questions concerning the bid documents and prepare any revisions
to the plans, specifications and bid forms that may be necessary.
• Assist the City of Corpus Christi in analyzing bid results and preparing conformed
drawings and conformed Contract Documents.
4. Construction Phase
• Provide consultation, represent the City of Corpus Christi at preconstruction
conferences, inspect work in progress, review and approve shop drawings,
review, analyze and approve lab results, prepare and negotiate change orders
and agreements, review performance tests required, determine amounts owed
to contractors, assist in preparing payment requests, make final inspections and
submit punch-list, confer on warranty issues and review operations and
maintenance manuals, etc.
13.16.3 Other
13.16.3.1 Airspace studies.
Master Services Agreement
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
13.16.3.2 Project Programming and scoping.
13.16.3.3 Cost estimating.
13.16.3.4 FAA grant and PFC application preparation.
13.16.3.5 Geotechnical Testing.
13.16.3.6 Construction Materials Testing.
13.16.3.7 Land Acquisition
13.16.3.8 Project documentation and permitting processes.
13.16.3.9 Environmental Assessments for Land Acquisition.
13.16.3.10 Public Parking Enhancements.
13.16.3.11 Any other work which may arise from a reprioritization of projects or
immediate airport needs.
In addition to working on specific projects, the successful Contractor/Consultant will be
expected to act as a staff member of the Department of Aviation to provide advice
and assistance on engineering, planning, and other aviation-related matters.
Partial List of CCIA Projects
The City of Corpus Christi may choose at its discretion to delete, add, or change any of
the projects listed below as needs dictate.
1. Terminal Improvements-This project includes multiple facets of the Terminal, including
improvements to Passenger Boarding Bridges, Roof, Windows, Baggage Systems,
Restrooms, Public Areas, Escalators, Elevators, Energy Management System, Cooling
Towers, Security Issues and Street Repairs.
2. Runway/Taxiway Rehabilitation, Holding Positions- Improvements will consist primarily
of milling and overlaying the pavement within the holding position where previous
thermoplastic markings were installed for each connector taxiway approaching the
runways. Cold tar application and pavement markings.
3. Aircraft Rescue Fire Fighting Station Apron Improvements - The project will consist of
extending the vehicle apron surrounding the Aircraft Rescue Fire Fighting (ARFF) station,
replace portions of damaged concrete panels. The existing apron has shown signs of
deterioration and base failures and needs replacement. The apron extension will allow
adequate clearance for the ARFF trucks to maneuver around the station and pull-
through the bays verse backing up into the bays.
4. Quick Turn-Around Facility Improvements - The Quick Turn Around Facility (QTA)
consolidates the airports' rental car maintenance and storage operations. The design will
consist of a total remodel of the current facility which will include replacement of the car
wash 5- Touch Brush System, Rinse Arch- Fresh Water System, Reverse Osmosis Rinse unit
and associated equipment. The improved Quick Turn Around Facility (QTA) will be a LEED
Certified Building consolidating the rental car maintenance and storage operations. The
Master Services Agreement
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
facility will allow the fueling, wash and vacuum, light maintenance, and storage of fleet
rental car vehicles that service the Airport.
5. Public Cell Phone Lot/ TNC Staging - A "cell-phone lot" is a parking lot where people
can wait for arriving passengers. The Transportation Network Company (TNC) Staging lot
is a staging area for these company vehicles to park while awaiting their customer's
arrival. The purpose of these lots is to reduce traffic and wear and tear of airport roads
created by vehicles continuously circling on airport roadways and congestion atairport
terminal by providing another location for vehicles to wait until their passenger(s) notify
them, via their personal communication devices, of their arrival and location. They were
created as a solution to security measures to prevent cars from parking curbside when
picking up passengers. Many airports currently offer this option for alleviating traffic
congestion and improving security and safety.
6. CCIA Airfield Pavement Assessment (last updated in 2016) - This project is for Airport
Pavement Management Program/Assessment (PMP) which includes collecting,
analyzing, maintaining and reporting pavement data at Corpus Christi International as
described in FAA Order 5100.38, Airport Improvement Program Handbook for Federally
Funded Airports. The PMP assists airports in finding optimum strategies for maintaining
pavements in safe serviceable condition over a given period for the least cost. The scope
of the assessment will be divided into two parts: Part A - Inspection, testing, and
evaluation of airside pavements for development of Pavement Condition Index (PCI)
and Pavement Classification Number (PCN) values. Part A will include a 5-year
pavement maintenance plan. Part B - Development of a maintenance training manual.
Part B will include staff training on performing routine maintenance and updating PAVER
Database.
7. Airport Master Plan /ALP Update - Airport Master Plan is a comprehensive study of
Corpus Christi International Airport and describes short-, medium-, and long-term
development plans to meet future aviation demand. CCIA's Master Plan was last
updated in 2007. Federal Aviation Administration encourages updating Master Plans
approximately every 5 years to reflect changing conditions. Master Plan will include
Airport Layout Plan (ALP) Update and Partl 50 Noise Compatibility Study.
8. International Drive - This project is multi-year and may include the following:
landscaping, plant trees, etc., long-term cell phone lot installation, monument sign,
Business Park signage and frontage, wayfinding, art, dog park and rental car return road.
Master Services Agreement
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
Consultant Proposal / Rate Sheet
Each Task Order will be negotiated over the 5 year period according to FAA requirements.
As applicable, Consultant will provide rate sheets with each T&M Tasks Order or sub-tasks within Task Orders.
For 2021, Garver's current rates are shown below. These will be negotiated annually with each task order and
are subject to change.
Garver 2021 Rates
Engineers/Architects
E-1................................................................................... $141.00
E-2................................................................................... $167.00
E-3................................................................................... $196.00
E-4................................................................................... $231.00
E-5................................................................................... $284.00
E-6................................................................................... $351.00
E-7................................................................................... $409.00
Planners / Environmental Specialist
P-1................................................................................... $171.00
P-2................................................................................... $202.00
P-3................................................................................... $248.00
Designers
D-1................................................................................... $127.00
D-2................................................................................... $144.00
D-3................................................................................... $171.00
D-4................................................................................... $200.00
Technicians
T-1................................................................................... $109.00
T-2................................................................................... $148.00
T-3................................................................................... $160.00
Surveyors
S-1................................................................................... $68.00
S-2................................................................................... $81.00
S-3................................................................................... $112.00
S-4................................................................................... $153.00
S-5................................................................................... $202.00
S-6................................................................................... $236.00
2-Man Crew (Survey)................................................... $257.00
3-Man Crew (Survey)................................................... $311.00
2-Man Crew (GPS Survey).................................................... $304.00
3-Man Crew (GPS Survey)........................................... ......... $357.00
Construction Observation
C-1................................................................................... $120.00
C-2................................................................................... $151.00
C-3................................................................................... $182.00
Exhibit B
Page 1 of 2
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
C-4................................................................................... $236.00
Administration
X-1................................................................................... $82.00
X-2................................................................................... $104.00
X-3................................................................................... $167.00
X-4................................................................................... $197.00
X-5................................................................................... $207.00
X-6................................................................................... $246.00
Exhibit B
Page 2 of 2
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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Exhibit C
Page 1 of 1
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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 insurance
commensurate to the applicable scope of work 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) 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. 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
1 Exhibit D
Page 1 of 3
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
be prior to inception of agreement, have
3-year reporting period provisions 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, with the exception of professional liability, which may be
on a per claims made 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 Consultant is required to submit a copy of the replacement certificate of insurance
to City at the address provided below within 10 days. Consultant shall pay any costs
incurred resulting from said changes. All notices under this Article shall be given to City
at the following address:
City of Corpus Christi
Attn: 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
Worker's Compensation, and the professional liability/Errors & Omissions
policies;
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 Provide thirty (30) calendar days advance written notice directly to City of
any suspension, cancellation or non-renewal of coverage, and not less than
ten (10) calendar days advance written notice for nonpayment of premium.
Notwithstanding, notice may be provided by Consultant where carriers
refuse to provide to City.
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of
coverage, Consultant shall provide a replacement Certificate of Insurance 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 to the extent and within the time herein required, the
City shall have the right to order Consultant to remove the exhibit hereunder, and/or
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.
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
S CITY OF CORPUS CHRISTI
0 A DISCLOSURE OF INTEREST
RFQ No. 3279
Professional Engineering Services for Corpus Christi
1852 International Airport
Corpus Christi Code § 2-349, 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 next page for Filing Requirements, Certification and
Definitions.
COMPANY NAME: Garver, LLC
P. O. BOX: N/A STREET ADDRESS: 3755 S Capital of Texas Highway, Ste. 325
CITY: Austin STATE: Texas ZIP: 78704 -8810
FIRM IS: 1. Corporation ❑ 2.Partnership 3.Sole Owner El4. Association 5.Other Hx
Limited liability company
DISCLOSURE QUESTIONS
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi 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
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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: Michael Griffin, PE Title: Senior Vice President
Signature of
Certifying Person: Date: 12/23/2020
DEFINITIONS
a. "Board member." A member of any board, commission, or committee of the city,
including the board of any corporation created by the city.
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, whether under civil service or not, including
part-time employees and employees of any corporation created by the city.
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
Page 2 of 2
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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
Article2—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
Article13—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
Article25—Shop Drawings.........................................................................................................................17
Article26— Record Data.............................................................................................................................20
Article 27—Construction Progress Schedule..............................................................................................21
Article 28—Video and Photographic documentation ................................................................................21
Article 29— Execution and Closeout...........................................................................................................21
Article30—Miscellaneous..........................................................................................................................22
EXHIBIT F
Page 1 of 22
DocuSign Envelope ID:38725670-D36D-444D-9986-4A4350743367
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;
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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;
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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.
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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.
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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 25.10.13 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.
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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
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EXHIBIT G:
FEDERAL REQUIREMENTS
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FEDERAL REQUIREMENTS
TABLE OF CONTENTS
Section No. Title
FR-A1 Access to Records and Reports
FR-A2 Affirmative Action Requirement (Not Applicable to this Contract)
FR-A3 Breach of Contract
FR-A4 Buy American Preference (Not Applicable to this Contract)
FR-A5 Civil Rights - General
FR-A6 Civil Rights - Title VI Assurance
FR-A7 Clean Air and Water Pollution Control
FR-A8 Contract Workhours and Safety Standards Act Requirements (Not Applicable
to this Contract)
FR-A9 Copeland "Anti-Kickback" Act (Not Applicable to this Contract)
FR-A10 Davis-Bacon Requirements (Not Applicable to this Contract)
FR-A11 Debarment and Suspension
FR-Al2 Disadvantaged Business Enterprise
FR-A13 Distracted Driving
FR-A14 Energy Conservation Requirements
FR-A15 Equal Employment Opportunity (Not Applicable to this Contract)
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Section No. Title
FR-A16 Federal Fair Labor Standards Act (Federal Minimum Wage)
FR-A17 Lobbying and Influencing Federal Employees
FR-A18 Prohibition of Segregated Facilities (Not Applicable to this Contract)
FR-A19 Occupational Safety and Health Act of 1970
FR-A20 Procurement of Recovered Materials (Not Applicable to this Contract)
FR-A21 Right to Inventions (Not Applicable to this Contract)
FR-A22 Seismic Safety (Not Applicable to this Contract)
FR-A23 Termination of Contract
FR-A24 Trade Restriction Certification
FR-A25 Veteran's Preference
END OF TABLE OF CONTENTS
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FEDERAL REQUIREMENTS: FR-A1
ACCESS TO RECORDS AND REPORTS
The Contractor shall maintain an acceptable cost accounting system. The Contractor
agrees to provide the City, the Federal Aviation Administration, and the Comptroller
General of the United States, or any of their duly authorized representatives, access to
any books, documents, papers, and records of the Contractor which are directly pertinent
to the specific Contract for the purpose of making audit, examination, excerpts and
transcriptions. The Contractor agrees to maintain all books, records and reports required
under this Contract for a period of not less than three years after final payment is made
and all pending matters are closed.
Reference: 2 CFR § 200.333, 2 CFR § 200.336 & FAA Order 5100.38
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FEDERAL REQUIREMENTS: FR-A2
AFFIRMATIVE ACTION REQUIREMENT
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A3
BREACH OF CONTRACT
Any violation or breach of terms of this Contract on the part of the Contractor or its
subcontractors may result in the suspension or termination of this Contract or such other
action that may be necessary to enforce the rights of the parties of this agreement.
City will provide Contractor written notice that describes the nature of the breach and
corrective actions the Contractor must undertake in order to avoid termination of the
Contract. City reserves the right to withhold payments to Contractor until such time the
Contractor corrects the breach or the City elects to terminate the Contract. The City's
notice will identify a specific date by which the Contractor must correct the breach. City
may proceed with termination of the Contract if the Contractor fails to correct the breach
by deadline indicated in the City's notice.
The duties and obligations imposed by the Contract documents and the rights and
remedies available thereunder are in addition to, and not a limitation of, any duties,
obligations, rights and remedies otherwise imposed or available by law.
Reference: 2 CFR § 200 Appendix II(A)
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FEDERAL REQUIREMENTS: FR-A4
BUY AMERICAN PREFERENCE
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A5
CIVIL RIGHTS - GENERAL
The contractor agrees to comply with pertinent statutes, Executive Orders and such rules
as are promulgated to ensure that no person shall, on the grounds of race, creed, color,
national origin, sex, age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance.
This provision binds the contractor and subtier contractors from the bid solicitation period
through the completion of the contract. This provision is in addition to that required of Title
VI of the Civil Rights Act of 1964.
Reference: 49 USC § 47123
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FEDERAL REQUIREMENTS: FR-A6
CIVIL RIGHTS - TITLE VI ASSURANCE
Compliance with Nondiscrimination Requirements
During the performance of this contract, the contractor, for itself, its assignees and
successors in interest (hereinafter referred to as the "contractor") agrees as follows-
1.
ollows:1. Compliance with Regulations: The contractor (hereinafter includes consultants)
will comply with the Title VI List of Pertinent Nondiscrimination Acts And
Authorities, as they may be amended from time to time, which are herein
incorporated by reference and made a part of this contract.
2. Nondiscrimination: The contractor, with regard to the work performed by it during
the contract, will not discriminate on the grounds of race, color, or national origin
in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. The contractorwill not participate either directly
or indirectly in the discrimination prohibited by the Nondiscrimination Acts and
Authorities, including employment practices when the contract covers any activity,
project, or program set forth in Appendix B of 49 CFR, part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made
by the contractor for work to be performed under a subcontract, including
procurements of materials, or leases of equipment, each potential subcontractor
or supplier will be notified by the contractor of the contractor's obligations under
this contract and the Nondiscrimination Acts And Authorities on the grounds of
race, color, or national origin.
4. Information and Reports: The contractor will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and
will permit access to its books, records, accounts, other sources of information,
and its facilities as may be determined by the City or the Federal Aviation
Administration to be pertinent to ascertain compliance with such Nondiscrimination
Acts And Authorities and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish
the information, the contractor will so certify to the City or the Federal Aviation
Administration, as appropriate, and will set forth what efforts it has made to obtain
the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance
with the Nondiscrimination provisions of this contract, the City will impose such
contract sanctions as it or the Federal Aviation Administration may determine to
be appropriate, including, but not limited to:
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a. Withholding of payments to the contractor under the contract until the contactor
complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of
paragraphs one through six in every subcontract, including procurements of
materials and leases of equipment, unless exempt by the Acts, the Regulations
and directives issued pursuant thereto. The contractor will take action with respect
to any subcontract or procurement as the City or the Federal Aviation
Administration may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if the contractor becomes involved in,
or is threatened with, litigation with a subcontractor, or supplier because of such
direction, the contractor may request the City to enter into any litigation to protect
the interests of the City. In addition, the contractor may request the United States
to enter into the litigation to protect the interests of the United States.
Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest (hereinafter referred to as the "contractor") agrees to comply with
the following non-discrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),
(prohibits discrimination on the basis of race, color, national origin);
• 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The
Department of Transportation—Effectuation of Title VI of The Civil Rights Act of
1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
19707 (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or
whose property has been acquired because of Federal or Federal-aid programs
and projects);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as
amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),
(prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or
sex);
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• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
expanding the definition of the terms "programs or activities" to include all of the
programs or activities of the Federal-aid recipients, subrecipients and contractors,
whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
discrimination on the basis of disability in the operation of public entities, public
and private transportation systems, places of public accommodation, and certain
testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of
Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §
47123) (prohibits discrimination on the basis of race, color, national origin, and
sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in
Minority Populations and Low-Income Populations, which ensures non-
discrimination against minority populations by discouraging programs, policies,
and activities with disproportionately high and adverse human health or
environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited
English Proficiency, and resulting agency guidance, national origin discrimination
includes discrimination because of limited English proficiency (LEP). To ensure
compliance with Title VI, you must take reasonable steps to ensure that LEP
persons have meaningful access to your programs (70 Fed. Reg. at 74087 to
74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you
from discriminating because of sex in education programs or activities (20 U.S.C.
1681 et seq).
Reference: 49 USC § 47123 and FAA Order 1400.11
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FEDERAL REQUIREMENTS: FR-A7
CLEAN AIR AND WATER POLLUTION CONTROL
Contractor agrees to comply with all applicable standards, orders, and regulations issued
pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251-1387). The Contractor agrees to report any
violation to the City immediately upon discovery. The City assumes responsibility for
notifying the Environmental Protection Agency (EPA) and the Federal Aviation
Administration.
Contractor must include this requirement in all subcontracts that exceed $150,000.
Reference: 2 CFR § 200, Appendix II(G)
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FEDERAL REQUIREMENTS: FR-A8
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A9
COPELAND "ANTI-KICKBACK" ACT
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A10
DAVIS - BACON REQUIREMENTS
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A11
CERTIFICATION OF OFFEROR/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the Contractor certifies that neither it
nor its principals is presently debarred or suspended by any Federal department or
agency from participation in this transaction.
The successful bidder, by administering each lower tier subcontract that exceeds $25,000
as a "covered transaction," must verify each lower tier participant of a "covered
transaction" under the project is not presently debarred or otherwise disqualified from
participation in this federally assisted project. The successful bidder will accomplish this
by:
1. Checking the System for Award Management at website: http://www.sam.ciov
2. Collecting a certification statement similar to the Certificate Regarding Debarment
and Suspension (Bidder or Offeror), above.
3. Inserting a clause or condition in the covered transaction with the lower tier
contract.
If the FAA later determines that a lower tier participant failed to disclose to a higher tier
participant that it was excluded or disqualified at the time it entered the covered
transaction, the FAA may pursue any available remedies, including suspension and
debarment of the non-compliant participant.
Reference: 2 CFR part 180 (Subpart C), 2 CFR part 1200, DOT Order 4200.5
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FEDERAL REQUIREMENTS: FR-Al2
DISADVANTAGED BUSINESS ENTERPRISE
Contract Assurance (§26.13) - The Contractor or subcontractor shall not discriminate
on the basis of race, color, national origin, or sex in the performance of this Contract. The
Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT assisted contracts. Failure by the Contractor to carry out these
requirements is a material breach of this Contract, which may result in the termination of
this Contract or such other remedy, as the recipient deems appropriate.
Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor
under this prime contract for satisfactory performance of its contract no later than 10 days
from the receipt of each payment the prime contractor receives from the City. The prime
contractor agrees further to return retainage payments to each subcontractor within 30
days after the subcontractor's work is satisfactorily completed. Any delay or
postponement of payment from the above referenced time frame may occur only for good
cause following written approval of the City. This clause applies to both DBE and non-
DBE subcontractors.
Reference: 49 CFR part 26
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FEDERAL REQUIREMENTS: FR-A13
TEXTING WHEN DRIVING
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text
Messaging While Driving" (10/1/2009) and DOT Order 3902.10 "Text Messaging While
Driving" (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and
enforce safety policies that decrease crashes by distracted drivers, including policies to
ban text messaging while driving when performing work related to a grant or sub-grant.
In support of this initiative, the City encourages the Contractor to promote policies and
initiatives for its employees and other work personnel that decrease crashes by distracted
drivers, including policies that ban text messaging while driving motor vehicles while
performing work activities associated with the project. The Contractor must include the
substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a
motor vehicle in performance of work activities associated with the project.
Reference: Executive Order 13513 and DOT Order 3902.10
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FEDERAL REQUIREMENTS: FR-A14
ENERGY CONSERVATION REQUIREMENTS
The Contractor and subcontractor agree to comply with mandatory standards and policies
relating to energy efficiency as contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et seq).
Reference: 2 CFR § 200, Appendix 11(H)
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FEDERAL REQUIREMENTS: FR-A15
EQUAL EMPLOYMENT OPPORTUNITY (E.E.03
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A16
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE)
All contracts and subcontracts that result from this solicitation incorporate by reference
the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the
same force and effect as if given in full text. The FLSA sets minimum wage, overtime
pay, recordkeeping, and child labor standards for full and part time workers.
The Contractor has full responsibility to monitor compliance to the referenced statute or
regulation. The Contractor must address any claims or disputes that arise from this
requirement directly with the U.S. Department of Labor— Wage and Hour Division.
Reference: 29 U.S.C. § 201, et seq.
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FEDERAL REQUIREMENTS: FR-A17
CERTIFICATION REGARDING LOBBYING
The bidder or offeror certifies by signing and submitting this bid or proposal, to the best
of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of
the Bidder or Offeror, to any person for influencing or attempting to influence an
officer or employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding
of any Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-
LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included
in the award documents for all sub-awards at all tiers (including subcontracts, sub-
grants, and contracts under grants, loans, and cooperative agreements) and that all
sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when
this transaction was made or entered into. Submission of this certification is a prerequisite
for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.
Any person who fails to file the required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each such failure.
Reference: 31 U.S.C. § 1352 — Byrd Anti-Lobbying Amendment, 2 CFR part 200,
Appendix II(J) and 49 CFR part 20, Appendix A
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FEDERAL REQUIREMENTS: FR-A18
PROHIBITION OF SEGREGATED FACILITIES
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A19
OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this solicitation incorporate by reference
the requirements of 29 CFR Part 1910 with the same force and effect as if given in full
text. Contractor must provide a work environment that is free from recognized hazards
that may cause death or serious physical harm to the employee. The Contractor retains
full responsibility to monitor its compliance and their subcontractor's compliance with the
applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part
1910). Contractor must address any claims or disputes that pertain to a referenced
requirement directly with the U.S. Department of Labor— Occupational Safety and Health
Administration.
Reference: 20 CFR part 1910
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FEDERAL REQUIREMENTS: FR-A20
PROCUREMENT OF RECOVERED MATERIALS
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A21
RIGHT TO INVENTIONS
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A22
SEISMIC SAFETY
NOT APPLICABLE FOR THIS CONTRACT
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FEDERAL REQUIREMENTS: FR-A23
TERMINATION OF CONTRACT
Termination for Convenience (Construction & Equipment Contracts)
The City may terminate this Contract in whole or in part at any time by providing written
notice to the Contractor. Such action may be without cause and without prejudice to any
other right or remedy of City. Upon receipt of a written notice of termination, except as
explicitly directed by the City, the Contractor shall immediately proceed with the following
obligations regardless of any delay in determining or adjusting amounts due under this
clause:
1. Contractor must immediately discontinue work as specified in the written notice.
2. Terminate all subcontracts to the extent they relate to the work terminated under
the notice.
3. Discontinue orders for materials and services except as directed by the written
notice.
4. Deliver to the City all fabricated and partially fabricated parts, completed and
partially completed work, supplies, equipment and materials acquired prior to
termination of the work and as directed in the written notice.
5. Complete performance of the work not terminated by the notice.
6. Take action as directed by the City to protect and preserve property and work
related to this Contract that City will take possession.
City agrees to pay Contractor for-
a) completed and acceptable work executed in accordance with the contract
documents prior to the effective date of termination;
b) documented expenses sustained prior to the effective date of termination in
performing work and furnishing labor, materials, or equipment as required by the
contract documents in connection with uncompleted work;
c) reasonable and substantiated claims, costs and damages incurred in settlement of
terminated contracts with Subcontractors and Suppliers; and
d) reasonable and substantiated expenses to the Contractor directly attributable to
City's termination action.
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City will not pay Contractor for loss of anticipated profits or revenue or other economic
loss arising out of or resulting from the City's termination action.
The rights and remedies this clause provides are in addition to any other rights and
remedies provided by law or under this Contract.
Termination for Default (Equipment)
The City may, by written notice of default to the Contractor, terminate all or part of this
Contract if the Contractor:
1. Fails to commence the Work under the Contract within the time specified in the
Notice- to Proceed;
2. Fails to make adequate progress as to endanger performance of this Contract in
accordance with its terms;
3. Fails to make delivery of the equipment within the time specified in the Contract,
including any City approved extensions;
4. Fails to comply with material provisions of the Contract;
5. Submits certifications made under the Contract and as part of their proposal that
include false or fraudulent statements; or
6. Becomes insolvent or declares bankruptcy.
If one or more of the stated events occur, the City will give notice in writing to the
Contractor and Surety of its intent to terminate the Contract for cause. At the City's
discretion, the notice may allow the Contractor and Surety an opportunity to cure the
breach or default.
If within 10 days of the receipt of notice, the Contractor or Surety fails to remedy the
breach or default to the satisfaction of the City, the City has authority to acquire equipment
by other procurement action. The Contractor will be liable to the City for any excess costs
the City incurs for acquiring such similar equipment.
Payment for completed equipment delivered to and accepted by the City shall be at the
Contract price. The City may withhold from amounts otherwise due the Contractor for
such completed equipment such sum as the City determines to be necessary to protect
the City against loss because of Contractor default.
City will not terminate the Contractor's right to proceed with the Work under this clause if
the delay in completing the work arises from unforeseeable causes beyond the control
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and without the fault or negligence of the Contractor. Examples of such acceptable
causes include: acts of God, acts of the City, acts of another Contractor in the
performance of a contract with the City, and severe weather events that substantially
exceed normal conditions for the location.
If, after termination of the Contractor's right to proceed, the City determines that the
Contractor was not in default, or that the delay was excusable, the rights and obligations
of the parties will be the same as if the City issued the termination for the convenience
the City.
The rights and remedies of the City in this clause are in addition to any other rights and
remedies provided by law or under this Contract.
Reference: 2 CFR § 200 Appendix II(B), FAA Advisory Circular 150/5370-10, Section
80-09
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FEDERAL REQUIREMENTS: FR-A24
TRADE RESTRICTION CERTIFICATION
By submission of an offer, the Offeror certifies that with respect to this solicitation and any
resultant contract, the Offeror—
a. is not owned or controlled by one or more citizens of a foreign country included in
the list of countries that discriminate against U.S. firms as published by the Office of
the United States Trade Representative (U.S.T.R.);
b. has not knowingly entered into any contract or subcontract for this project with a
person that is a citizen or national of a foreign country included on the list of countries
that discriminate against U.S. firms as published by the U.S.T.R; and
c. has not entered into any subcontract for any product to be used on the Federal on
the project that is produced in a foreign country included on the list of countries that
discriminate against U.S. firms published by the U.S.T.R.
This certification concerns a matter within the jurisdiction of an agency of the United
States of America and the making of a false, fictitious, or fraudulent certification may
render the maker subject to prosecution under Title 18, United States Code, Section
1001.
The Offeror/Contractor must provide immediate written notice to the City if the
Offeror/Contractor learns that its certification or that of a subcontractor was erroneous
when submitted or has become erroneous by reason of changed circumstances. The
Contractor must require subcontractors provide immediate written notice to the Contractor
if at any time it learns that its certification was erroneous by reason of changed
circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in
accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or
subcontractor:
(1) who is owned or controlled by one or more citizens or nationals of a foreign country
included on the list of countries that discriminate against U.S. firms published by
the U.S.T.R. or
(2) whose subcontractors are owned or controlled by one or more citizens or nationals
of a foreign country on such U.S.T.R. list or
(3) who incorporates in the public works project any product of a foreign country on
such U.S.T.R. list;
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Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render, in good faith, the certification required by this
provision. The knowledge and information of a Contractor is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will
incorporate this provision for certification without modification in in all lower tier
subcontracts. The Contractor may rely on the certification of a prospective subcontractor
that it is not a firm from a foreign country included on the list of countries that discriminate
against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the
certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when
making an award. If it is later determined that the Contractor or subcontractor knowingly
rendered an erroneous certification, the Federal Aviation Administration may direct
through the City cancellation of the Contract or subcontract for default at no cost to the
City or the FAA.
Reference: 49 USC § 50104 and 49 CFR part 30
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FEDERAL REQUIREMENTS: FR-A25
VETERAN'S PREFERENCE
In the employment of labor (excluding executive, administrative, and supervisory
positions), the Contractor and all sub-tier contractors must give preference to covered
veterans as defined within Title 49 United States Code Section 47112. Covered veterans
include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans,
disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned
and controlled by disabled veterans. This preference only applies when there are covered
veterans readily available and qualified to perform the work to which the employment
relates.
Reference: 49 USC § 47112(c)