Loading...
HomeMy WebLinkAboutC2021-274 - 10/19/2021 - ApprovedPage 1 Rev. 21-3 SERVICE AGREEMENT NO. 3599 CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT SALINAS PARK IMPROVEMENT PROJECT NO. 852105F The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and LJA Engineering Inc, a Texas corporation, 5350 South Staples, Suite 425 Corpus Christi, Nueces County, Texas 78411, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL .......................................................................3 ARTICLE III COMPENSATION ............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................5 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS ......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................6 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................8 ARTICLE XI CONSULTANT REMEDIES .............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS ................................................. 10 EXHIBITS DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 2 Rev. 21-3 ARTICLE I – SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services, which is incorporated herein and attached to this Agreement as Exhibit A. 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 that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A 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. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. 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 Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder 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. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant’s proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 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 City’s General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City’s Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant’s Scope of Services during the performance of the Consultant’s services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A-1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 3 Rev. 21-3 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 1.10 The Consultant agrees to conduct all communication through and perform all project-related functions utilizing the City’s project management system known as e-Builder. This includes all correspondence, submittals, payment requests and processing, contract amendments and construction phase activities. 1.11 Federal Funding Requirements. This project is subject to requirements provided for by relevant federal agencies. A set of Federal Requirements has been attached as Exhibit E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Consultant must comply with Exhibit E while performing the Services. The Consultant will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as HUD, FEMA or their designees may by appropriate instructions require and a clause requiring the subconsultants to include these clauses in any lower tier subcontracts. The prime Consultant shall be responsible for the compliance by any subconsultant or lower tier subconsultants with all the contract clauses. ARTICLE II – QUALITY CONTROL 2.1 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. 2.2 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 the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III – COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $69,625.00 3.2 The Consultant’s fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 4 Rev. 21-3 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. 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. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. Consultant shall indemnify and hold City harmless from any liens, claims, security interests or encumbrances filed by anyone claiming by, through or under the items covered by payments made by City to Consultant. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate “Final Bill – no additional compensation is due to Consultant.” 3.9 City may withhold compensation to such extent as may be necessary, in City’s opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant’s work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase 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 as required by the terms of this Agreement, any such claim shall be waived. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 5 Rev. 21-3 3.12 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. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant 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 3.5 above for services provided up to the date of suspension. ARTICLE IV – TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Contracts and Procurement Department. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.3 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant’s ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant’s ability to complete the services hereunder. 4.4 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.5 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, “completion of the Project” refers to acceptance by the City of the warranty phase of the Project. ARTICLE V – OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 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. ARTICLE VI – INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 6 Rev. 21-3 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. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII – INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person’s agent, employee or subconsultant, over which the City exercises control (“Indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a 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 VIII – TERMINATION OF AGREEMENT 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 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 7 Rev. 21-3 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. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE 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 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. 9.2 Consultant’s records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant’s Records). 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, and any and all other agreements, sources of information and matters that may, in City’s and Consultant’s reasonable 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 Consultant’s regular business hours. Consultant agrees to allow City’s designee access to all of Consultant’s Records, Consultant’s facilities and Consultant’s current 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 include this audit clause in any subcontractor, supplier or vendor contract. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 8 Rev. 21-3 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 limited to: 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 errors and/or 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 errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant’s expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant’s response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant’s sole cost if, in the City’s judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant’s errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI – CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, epidemics, 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant’s reasonable control. 11.3 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 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 9 Rev. 21-3 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 Mediation. 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. 12.2 Mediation 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. 12.2.2.1 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. 12.2.2.2 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. 12.2.2.3 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. 12.2.2.4 The parties shall share the mediator’s fee. Venue for mediation 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 calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 10 Rev. 21-3 arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 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 between the parties to this Agreement. 12.5 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. 12.6 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 Agreement contract 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 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. 13.3 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. 13.4 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals 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. 13.5 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. 13.6 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 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 11 Rev. 21-3 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. 13.7 Entire Agreement. This Agreement 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. 13.8 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. 13.9 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.10 Certificate of Interested Parties. For contracts greater than $50,000, 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_form1295.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. 13.11 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary’s Office. 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 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 13.12 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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 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. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant’s Scope of Services, the Consultant’s response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. [Signature Page Follows] DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Page 12 Rev. 21-3 LJA ENGINEERING, INC _____________________________________ Jeff Coym, PE Date 5350 South Staples Suite 425 Corpus Christi, TX 78411 (361) 991-8550 Office CITY OF CORPUS CHRISTI ____________________________________ Jeffrey Edmonds Date APPROVED AS TO LEGAL FORM: ____________________________________ Assistant City Attorney Date ATTEST ____________________________________ City Secretary Date Project Number ___________________________ Accounting Unit ___________________________ Account _________________________________ Activity __________________________________ Account Category _________________________ Fund Name ______________________________ Director Of Engieeringing DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 10/21/2021 10/21/2021 ___________________Authorized By Council ________________________10-19-2021 M2021-195 10/21/2021 10/21/2021 Contract for Professional Services EXHIBIT A SCOPE OF SERVICES DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\01-21-4756 Proposal Letter Rev 09-14-21.docx September 14, 2021 FEE PROPOSAL Jeffrey H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Re: Proposal for Salinas Park Improvement Project (CDBG) City Project No. 852105F LJA Proposal No. 21-4756 LJA Project No. C007-21169 Dear Mr. Edmonds: LJA Engineering Inc. (LJA) is pleased to provide this Large A/E Contract Proposal for the Design, Bid, Construction Phase and Additional Associated Services to support the Salinas Park Improvements Project (CDBG) as described in the following sections of this Proposal. The project scope includes removal and replacement of the existing asphalt walking trail in the park, construction of proposed exercise stations, and park lighting along new walking trail. The Scope of Services along with proposed fees and a schedule can be viewed in Exhibit “A’, which is attached to this proposal letter. We appreciate the opportunity to submit this proposal and look forward to working with you on completion of this project. If you have any questions, please call us at 361.991.9550. Sincerely, Yesenia Singleton, PE Project Manager, Corpus Christi Jeff Coym, PE Vice President, Corpus Christi DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Exhibit “A” Page 1 of 5 R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\02A- EXHIBIT A REV(JC).docx EXHIBIT “A” CITY OF CORPUS CHRISTI, TEXAS SALINAS PARK IMPROVEMENT PROJECT (CDBG) PROJECT NO. 852105F I.SCOPE OF SERVICES GENERAL LJA hereby agrees, at its own expense, to perform design services necessary to review and prepare Plans, Specifications, Bid and Contract Documents. In addition, LJA will provide monthly status updates (project progress or delays), and provide contract administration services, as described in this contract, to complete the Project. LJA services will be “Services for Construction Projects” – (Basic Services for Construction Projects”) which are shown and are in accordance with “Planning and Delivering Public Works Projects in the 21st Century “Third Edition” 2015, a publication of the American Council of Engineering Companies of Texas. The summary of these tasks and services is shown in following paragraphs. ORDER OF SERVICES LJA agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed. Work will not begin on any phase or any Additional Services until authorization is provided by the City. The anticipated schedule of the Design Phase, Bid Phase, and Construction Phase is shown on Page 3 of this Proposal. This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the City. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. LJA shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. A.BASIC SERVICES 1.Design Phase: $55,450.00 Coordinate design details with City Staff, prepare drawings and contract documents including specifications for construction purposes. Review and coordinate with the Geotechnical Laboratory, selected by the City, regarding the Soil Sampling and Pavement Recommendation Report. (The City will be responsible for all Geotechnical fees). Lighting and Electrical Plans and Specifications will be provided by our Subconsultant, Stridde, Callins and Associates, Inc. Their proposal can be viewed as Attachment D. a)Furnish Plans, Specifications and Bid Documents to the City and Grant Monitor Department for review and approval. b)Digitally Submit Plans, Contract Documents and Specifications at 90% completion to various City Departments for final review and comments. c)Prepare Opinion of Probable Construction Costs and review with City Staff. d)LJA Internal QA/QC e)Prepare Construction Timeline DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Exhibit “A” Page 2 of 5 R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\02A- EXHIBIT A REV(JC).docx f) Digitally Submit Final Sealed Plans, Contract Documents and Specifications for bidding and construction purposes to City Engineering as well as Development Services for construction approval. 2. Bid Phase: $2,415.00 a) Assist City in obtaining qualified contractors. b) Review all pre-bid questions and submissions concerning the bid documents and prepare for the City’s approval, any addenda, or other revisions necessary to inform contractors of approved changes prior to bidding. c) Analyze bids, prepare bid tabulations, and make recommendation concerning award of the contract to lowest Qualified Contractor. 3. Construction Phase (Time and Materials, T&M): $5,115.00 The proposed Construction Phase Tasks listed below will be invoiced on a Time and Materials basis. All items below will be performed only when directed by the City. a) Participate in the pre-construction meeting. b) Review for approval shop and working drawings, materials, and other submittals. c) Review Geotechnical Material Tests results for compliance with the Plans and Specifications. d) Provide interpretations and clarifications of the Plans and Specifications for the contractor and authorize minor changes which do not affect the contractor’s price and are not contrary to the general interest of the City under the contract. e) Consult with City representatives, governmental authorities and CDBG Grant administrator as required and advise during construction. f) Make (3 visits) to the project site to confer with the City representatives and contractor, to observe the general process and quality of work and to determine in general if the work is being done in accordance with the Contract Documents. Review and coordinate contractor’s progress schedule and critical path updates with contractor and the City. This will not be confused with the Project Representative inspection or continuous monitoring of the progress of construction. g) Consult with the City on any change order requests. h) Make Pre-Final Inspection with City representatives and assist the City in preparing a Punch List. (The City will prepare Punch List Items) i) Make final inspection with City representatives to ensure Punch List Items have been Addressed and provide the City with a Certificate of Completion. j) On-the-basis-of “red-line” drawings provided by the contractor and inspector, prepare “as-built” record drawings of the project as constructed based upon known deviations, change orders, mark-ups and changes reported by the City Project Inspector. Deliver to the City a reproducible set and electronic file of the Record Drawings and Specifications, which will be the property of the City. k) Warranty Phase, provide a maintenance guaranty inspection toward the end of the one-year period after the acceptance of the Project. Note any defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvements under the maintenance guaranty terms of the construction contract. Document the condition and prepare a report for the City Staff of the locations and conditions requiring action, with its recommendation for the method or action to best c orrect defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Exhibit “A” Page 3 of 5 R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\02A- EXHIBIT A REV(JC).docx B. ADDITIONAL SERVICES 4. Permitting: $1,915.00 a) TDLR – Obtain on behalf of the City, a Texas Architectural Barriers System (TABS) project registration permit, obtain RAS review report and incorporate changes if necessary for compliance. The City will perform final onsite inspection with RAS Inspector. The permit fees have been included in this proposal. 5. Project Control and Survey: $4,730.00 a) All work will comply with Category 6, Condition 1 Specifications of the Texas Society of Professional Surveyors’ Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. b) Establish horizontal and vertical control. c) Set project control points for horizontal and vertical control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State Plane Coordinates (South Zone), and the data will have no adjustment factor applied – i.e. – the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All topographic grade work will be established using conventional (non-GPS) methods. Perform topographic survey to gather existing condition, natural grades, and utility’s location along Trail path only. g) Generate electronic planimetric base map for use in project design. These services do not include reviewing recorded deeds, easements documents and draw right-of-way boundary for inclusion in topo drawing. II. SCHEDULE The A/E shall adhere to the original Project Schedule and in the event that an activity is not met, and the schedule changes, a revised schedule shall be submitted along with a justification explanation for the schedule change with the next month’s Monthly Status Report. Date Activity TBD Notice to Proceed (NTP) 8 Weeks after NTP 90% Design Submittal 12 Weeks after NTP City Review 16 Weeks after NTP Final Sealed Bid Package 20 Weeks after NTP Advertise for Bids 24 Weeks after NTP Pre-Bid Conference 30 Weeks after NTP Receive Bids 34 Weeks after NTP Contract Award 38 Weeks after NTP Begin Construction 62 Weeks after NTP Complete Construction III. FEES A. Fee for Basic Services The City will pay the A/E a fixed fee for providing all “Basic Services” authorized as shown in the Summary of Fees table. The fees for Basic Services will not exceed those identified DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Exhibit “A” Page 4 of 5 R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\02A- EXHIBIT A REV(JC).docx and will be full and total compensation for all services outlined in Section I.A 1-4, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E’s estimate (and with City’s concurrence) of the proportion of the total services completed at the time of billing. The City will make prompt monthly payments in response to A/E’s monthly statements. B. Fee for Additional Services For services authorized by the Director of Engineering Services under Section 1.B. “Additional Services”, the City will pay the A/E a not-to-exceed fee as shown in the Summary of Fees table. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Basic Services: Design Phase $55,450.00 $55,450.00 Bid Phase $2,415.00 $2,415.00 Construction Admin Phase $5,115.00 $5,115.00 Subtotal Basic Services $62,980.00 $0.00 $0.00 $0.00 $62,980.00 Additional Services: Permit Preparation $1,915.00 $1,915.00 Project Control and Survey $4,730.00 $4,730.00 Subtotal Additional Services $6,645.00 $0.00 $0.00 $0.00 $6,645.00 Summary of Fees: Basic Services Fees $62,980.00 $0.00 $0.00 $0.00 $62,980.00 Additional Services Fees $6,645.00 $0.00 $0.00 $0.00 $6,645.00 Total Authorized Fees $69,625.00 $0.00 $0.00 $0.00 $69,625.00 SALINAS PARK IMPROVEMENT PROJECT (CDBG) CITY PROJECT NO. 852105F SUMMARY OF FEES Original Contract Amendment No. 1 Amendment No. 2 Amendment No. 3 Total Contract Exhibit "A" R:\BP'S-OPPORTUNITIES (ENGINEERING)\2021\21-4756 City of CC - Salinas Park Improvement Project\Individual Docs REV 09-14-21\02A-EXHIBIT A REV(JC).docx Page 5 of 5 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Contract for Professional Services EXHIBIT B SAMPLE PAYMENT REQUEST FORM DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Contracts and Procurement with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended 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, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Contracts and Procurement DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Contract for Professional 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 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor’s performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1 – Definitions and Terminology ....................................................................................................... 2 Article 2 – Preliminary Matters ..................................................................................................................... 8 Article 3 – Contract Documents: Intent, Requirements, Reuse ................................................................... 8 Article 4 – Commencement and Progress of the Work ................................................................................ 9 Article 5 – Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions .............. 9 Article 6 – Bonds and Insurance ................................................................................................................. 10 Article 7 – Contractor’s Responsibilities ..................................................................................................... 10 Article 8 – Other Work at the Site ............................................................................................................... 10 Article 9 – Owner’s and OPT’s Responsibilities ........................................................................................... 10 Article 10 – OAR’s and Designer’s Status During Construction .................................................................. 11 Article 11 – Amending the Contract Documents; Changes in the Work .................................................... 13 Article 12 – Change Management .............................................................................................................. 13 Article 13 – Claims ....................................................................................................................................... 14 Article 14 – Prevailing Wage Rate Requirements ....................................................................................... 16 Article 15 – Cost of the Work; Allowances; Unit Price Work ...................................................................... 16 Article 16 – Tests and Inspections; Correction, Removal, or Acceptance of Defective Work .................... 16 Article 17 – Payments to Contractor; Set-Offs; Completion; Correction Period ........................................ 16 Article 18 – Suspension of Work and Termination ..................................................................................... 16 Article 19 – Project Management ............................................................................................................... 16 Article 20 – Project Coordination ................................................................................................................ 16 Article 21 – Quality Management ............................................................................................................... 17 Article 22 – Final Resolution of Disputes .................................................................................................... 17 Article 23 – Minority/MBE/DBE Participation Policy .................................................................................. 17 Article 24 – Document Management .......................................................................................................... 17 Article 25 – Shop Drawings ......................................................................................................................... 17 Article 26 – Record Data ............................................................................................................................. 20 Article 27 – Construction Progress Schedule .............................................................................................. 21 Article 28 – Video and Photographic documentation ................................................................................ 21 Article 29 – Execution and Closeout ........................................................................................................... 21 Article 30 – Miscellaneous .......................................................................................................................... 22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 1 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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.B 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D 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 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D EXHIBIT E FEDERAL FUNDING REQUIREMENTS Federal Funding Reference: This project is being funded in whole or in part by the Community Development Block Grant Program (CDBG). All federal CDBG requirements will apply to the contract. All contractors and subcontractors are required to be registered in the federal System for Award Management (SAM). Bidders on this work will be required to comply with the President’s Executive Order No. 11246 & Order No. 11375 which prohibits discrimination in employment regarding race, creed, color, sex, or national origin. Bidders must comply with Title VI if the Civil Rights Act of 1964, the Davis-Bacon Act, the Anti-Kickback Act, the Contract Work Hours and Safety Standards Act, and 40 CFR 33.240. Bidders must also make positive efforts to use small and minority-owned business and to offer employment, training and contracting opportunities in accordance with Section 3 of the Housing and Urban Development Act of 1968. Required Contract Provisions: Conflict of Interest (2 CFR Part §200.318 General procurement standards) Interest of Members, Officers, or Employees of the Recipient, Members of Local Governing Body, or Other Public Officials. No member, officer, or employee of the recipient, or its agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter, shall have any financial interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the program assisted under this agreement. Immediate family members of said members, officers, employees, and officials are similarly barred from having any financial interest in the program. The recipient shall incorporate, or cause to be incorporated, in all such contracts or subcontracts, a provision prohibiting such interest pursuant to the purpose of this section. Nondiscrimination Clause - Section 109, Housing and Community Development Act of 1974 No person in the United States shall on the ground of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds available under this title. Age Discrimination Act of 1975, as amended - Nondiscrimination on the Basis of Age No qualified person shall on the basis of age, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which receives or benefits from Federal financial assistance. Section 504 of the Rehabilitation Act of 1973, as amended - Nondiscrimination on the Basis of Disability No qualified disabled person shall on the basis of disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which receives or benefits from federal financial assistance. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Access to Records and Record Retainage Clause In general, all official project records and documents must be maintained during the operation of this project and for a period of three years following closeout in compliance with 24 CFR §570.490. The Department of the Treasurer, U.S. Department of Housing and Urban Development, the Comptroller General of the United States, and the NC Department of Environmental Quality, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the Administering Agency which are pertinent to the execution of this agreement, for the purpose of making audits, examinations, excerpts and transcriptions in compliance with the above Rule. Lobbying Clauses Required by Section 1352, Title 31, U.S. Code 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 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. This 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 failure. Legal Remedies Provision and Termination Provision 1) Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts under Federal Awards Contracts. Other than small purchases shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and provide for such sanctions and penalties as may be appropriate. 2) Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts under Federal Awards. All contracts in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Section 3 Clause All section 3 covered contracts shall include the following clause (referred to as the section 3 clause): A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the par ties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with whic h the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (J) See §200.322 Procurement of recovered materials. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75888, Dec. 19, 2014] DocuSign Envelope ID: DB83FF35-33D2-4A54-82AD-A6466121109D