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HomeMy WebLinkAbout06/22/2023 - Regular Agenda Packet - City Council College Station, TX Meeting Agenda City Council 1101 Texas Ave, College Station, TX 77840 Internet: www.microsoft.com/microsoft-teams/join-a-meeting Meeting ID: 223 427 023 174 | Passcode: MvPmTr *Phone: 469-480-7460 | Phone Conference: 952 310 468# June 22, 2023 4:00 PM City Hall Council Chambers College Station, TX Page 1 Notice is hereby given that a quorum of the meeting body will be present in the physical location stated above where citizens may also attend in order to view a member(s) participating by videoconference call as allowed by 551.127, Texas Government Code. The City uses a third- party vendor to host the virtual portion of the meeting; if virtual access is unavailable, meeting access and participation will be in-person only. 1. Call to Order. 2. Executive Session Agenda. Executive Session is closed to the public and will be held in the 1938 Executive Conference Room. The City Council may according to the Texas Open Meetings Act adjourn the Open Meeting during the Consent, Workshop or Regular Agendas and return into Executive Session to seek legal advice from the City Attorney regarding any item on the Workshop, Consent or Regular Agendas under Chapter 551, Texas Government Code. 2.1. Consultation with Attorney {Gov’t Code Section 551.071}; Possible action. The City Council may seek advice from its attorney regarding a pending or contemplated litigation subject or settlement offer or attorney-client privileged information. Litigation is an ongoing process and questions may arise as to a litigation tactic or settlement offer, which needs to be discussed with the City Council. Upon occasion the City Council may need information from its attorney as to the status of a pending or contemplated litigation subject or settlement offer or attorney-client privileged information. After executive session discussion, any final action or vote taken will be in public. The following subject(s) may be discussed: a. Kathryn A. Stever-Harper as Executrix for the Estate of John Wesley Harper v. City of College Station and Judy Meeks; No. 15,977-PC in the County Court No. 1, Brazos County, Texas. b. McCrory Investments II, LLC d/b/a Southwest Stor Mor v. City of College Station; Cause No. 17-000914-CV-361; In the 361st District Court, Brazos County, Texas. c. Shana Elliott and Lawrence Kalke v. City of College Station, et al., Cause No. 22-001122-CV- 85, in the 85th District Court, Brazos County, Texas. d. Kristin Marriott v. City of College Station, Cause No. 22-002259-CV-272, in the 272nd District Court, Brazos County, Texas. e. SOAH Docket No. 473-22-2464 and PUC Docket No. 52728 – Application of the City of College Station to Change Rates for Wholesale Transmission Services. 2.2. Personnel {Gov’t Code Section 551.074}; Possible action. The City Council may deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer. After executive session discussion, any final action or vote taken will be in public. The following public officer(s) may be discussed: Page 1 of 227 City Council Page 2 June 22, 2023 a. City Manager b. Council Self-Evaluation 3. The Open Meeting will Reconvene No Earlier than 6:00 PM from Executive Session and City Council will take action, if any. 4. Pledge of Allegiance, Invocation, and Consider Absence Request. Speaker Protocol An individual who desires to address the City Council regarding any agenda item other than those items posted for Executive Session must register with the City Secretary two (2) hours before the meeting being called to order. Individuals shall register to speak or provide written comments at https://forms.cstx.gov/Forms/CSCouncil or provide a name and phone number by calling 979-764- 3500. Upon being called to speak an individual must state their name and city of residence, including the state of residence if the city is located out of state. Speakers are encouraged to identify their College Station neighborhood or geographic location. Please do not carry purses, briefcases, backpacks, liquids, foods or any other object other than papers or personal electronic communication devices to the lectern, nor advance past the lectern unless you are invited to do so. Each speaker’s remarks are limited to three (3) minutes. Any speaker addressing the Council using a translator may speak for six (6) minutes. The speaker’s microphone will mute when the allotted time expires and the speaker must leave the podium. 5. Presentation - Proclamations, Awards, and Recognitions. 5.1. Presentation proclaiming July as Smart Irrigation Month. Sponsors: Jennifer Nations Attachments: 1. Smart Irrigation Month Proclamation 5.2. Presentation of a proclamation celebrating the 100th Anniversary of Southside Historic Neighborhood. Sponsors: Tanya Smith Attachments: 1. 100th Anniversary of Southside Historic Neighborhood Proclamation 6. Hear Visitors. During Hear Visitors an individual may address the City Council on any item which does not appear on the posted agenda. The City Council will listen and receive the information presented by the speaker, ask staff to look into the matter, or place the issue on a future agenda. Topics of operational concern shall be directed to the City Manager. 7. Consent Agenda. Presentation, discussion, and possible action on consent items which consist of ministerial or "housekeeping" items as allowed by law. A Councilmember may request additional information at this time. Any Councilmember may remove an item from Consent for discussion or a separate vote. 7.1. Presentation, discussion, and possible action of minutes for: • June 12, 2023 Council Meeting Sponsors: Tanya Smith Attachments: 1. CCM061223 DRAFT Minutes 7.2. Presentation, discussion, and possible action regarding a deductive change order to the city hall project contract with Core Construction for $75,641. Page 2 of 227 City Council Page 3 June 22, 2023 Sponsors: Jennifer Cain Attachments: 1. City Hall Change Order 7.3. Presentation, discussion, and possible action on an electrical engineering services retainer contract with McCord Engineering not to exceed $600,000. Sponsors: Timothy Crabb Attachments: 1. Contract is available for review in the City Secretary's Office 7.4. Presentation, discussion, and possible action regarding a technology services contract with Routeware Inc. in the amount of $625,674.12 for solid waste route management hardware, software, and implementation services. Sponsors: Emily Fisher Attachments: 1. Routeware Inc Contract 7.5. Presentation, discussion, and possible action regarding purchasing a rescue vehicle (armored tactical vehicle) from Lenco Industries, Inc. for $320,695. Sponsors: Billy Couch Attachments: 1. Coversheet - Rescue Vehicle 2. Rescue Vehicle -HGAC Contract Quote Final 7.6. Presentation, discussion, and possible action regarding a construction contract with Elliott Construction, LLC in the amount of $233,724 for the replacement of water lines in Ashburn Avenue. Sponsors: Gary Mechler Attachments: 1. 23-064 Bid Tabulation 2. Project Location Map 3. Contract 23300561 8. Workshop Agenda. 8.1. Presentation, discussion, and possible action regarding a presentation on the implementation of CSU Electric customer text notifications for planned and unplanned outages. Sponsors: Timothy Crabb Attachments: None 8.2. Presentation, discussion, and possible action on an update from the Code Enforcement division. Sponsors: Debbie Eller Attachments: None 9. Regular Agenda. 9.1. Presentation, discussion, and possible action on a construction contract with Quality Works Construction Inc, in the amount of $112,490 for the development of two bird viewing structures in Lick Creek Park, plus the City’s contingency in the amount of $5,000, for a total appropriation of $117,490. Approval of this item grants authority for the City Manager to authorize expenditures up to the City’s contingency amount. Sponsors: Jennifer Cain Attachments: 1. Bird Blinds Location Map 2. Bird Blinds Vendor Signed Contract 10. Council Calendar - Council May Discuss Upcoming Events. Page 3 of 227 City Council Page 4 June 22, 2023 11.Items of Community Interest. The Council may receive reports from a Council Member or City Staff about items of community interest for which notice has not been given, including: expressions of thanks, congratulations or condolence; information regarding holiday schedules; honorary or salutary recognitions of a public official, public employee, or other citizen; reminders of upcoming events organized or sponsored by the City of College Station; information about a social, ceremonial or community event organized or sponsored by an entity other than the City of College Station that is scheduled to be attended by a Council Member, another city official or staff of the City of College Station; and announcements involving an imminent threat to the public health and safety of people in the City of College Station that has arisen after the posting of the agenda. 12.Council Reports on Committees, Boards, and Commissions. A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) 13.Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items. A Council Member may make a request to City Council to place an item for which no notice has been given on a future agenda or may inquire about the status of an item on the standing list of council generated future agenda items. A Council Member’s or City Staff’s response to the request or inquiry will be limited to a statement of specific factual information related to the request or inquiry or the recitation of existing policy in response to the request or inquiry. Any deliberation of or decision about the subject of a request will be limited to a proposal to place the subject on the agenda for a subsequent meeting. 14.Adjourn. The City council may adjourn into Executive Session to consider any item listed on the agenda if a matter is raised that is appropriate for Executive Session discussion. I certify that the above Notice of Meeting was posted on the website and at College Station City Hall, 1101 Texas Avenue, College Station, Texas, on June 16, 2023 at 5:00 p.m. City Secretary This building is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are asked to contact the City Secretary’s Office at (979) 764-3541, TDD at 1-800-735-2989, or email adaassistance@cstx.gov at least two business days prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least two business days prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations. Penal Code § 30.07. Trespass by License Holder with an Openly Carried Handgun. "Pursuant to Section 30.07, Penal Code (Trespass by License Holder with an Openly Carried Handgun) A Person Licensed under Subchapter H, Chapter 411, Page 4 of 227 City Council Page 5 June 22, 2023 Government Code (Handgun Licensing Law), may not enter this Property with a Handgun that is Carried Openly." Codigo Penal § 30.07. Traspasar Portando Armas de Mano al Aire Libre con Licencia. “Conforme a la Seccion 30.07 del codigo penal (traspasar portando armas de mano al aire libre con licencia), personas con licencia bajo del Sub-Capitulo H, Capitulo 411, Codigo de Gobierno (Ley de licencias de arma de mano), no deben entrar a esta propiedad portando arma de mano al aire libre.” Page 5 of 227 June 22, 2023 Item No. 5.1. Proclamation for Smart Irrigation Month Sponsor: Jennifer Nations Reviewed By CBC: City Council Agenda Caption:Presentation proclaiming July as Smart Irrigation Month. Relationship to Strategic Goals: • Sustainable City Recommendation(s): Receive the Proclamation. Summary: N/A Budget & Financial Summary: N/A Attachments: 1. Smart Irrigation Month Proclamation Page 6 of 227 Proclamation WHEREAS, the City Council of the City of College Station, Texas, recognizes that water is a finite natural resource vital to human life; and our most valuable natural resource; and WHEREAS, well-maintained green spaces are important to the health and well-being of communities and individuals; and WHEREAS, abundant supplies of affordable food and fiber raise the standard of living for all citizens; and WHEREAS, appropriate irrigation technology, combined with best practices, can significantly reduce water usage and runoff while creating healthy lawns, landscaping, and sports turf; and WHEREAS, appropriate irrigation technology, combined with best practices, can significantly improve water-use efficiency and reduce runoff, while achieving greater agricultural yields per acre foot of water used; and WHEREAS, July is a peak month for the use of water for irrigation; and WHEREAS, the College Station Water Services Department encourages citizens to sign up for irrigation recommendations through the Brazos Valley WaterSmart program and learn to inspect their irrigation systems. NOW, THEREFORE, be it resolved that by virtue of the authority vested in me, John P. Nichols, Mayor of College Station, do hereby proclaim July 2023 as Smart Irrigation Month and recognizes the advances in irrigation technology and practices to help raise healthy plants and increase crop yields while using water more efficiently and encourages adoption of smart irrigation practices to further improve water use efficiency. IN WITNESS WHEREOF, I have hereunto set my hand and caused the Official Seal of College Station to be affixed this June 22, 2023. John P. Nichols Mayor Attest: Tanya Smith City Secretary Page 7 of 227 June 22, 2023 Item No. 5.2. Proclamation for Southside Historic Neighborhood Sponsor: Tanya Smith, City Secretary Reviewed By CBC: City Council Agenda Caption:Presentation of a proclamation celebrating the 100th Anniversary of Southside Historic Neighborhood. Relationship to Strategic Goals: Recommendation(s): Summary: Budget & Financial Summary: Attachments: 1. 100th Anniversary of Southside Historic Neighborhood Proclamation Page 8 of 227 Proclamation WHEREAS, the citizens of the Historic Southside Neighborhood, local organizations and outside entities have endeavored to preserve and protect homes and parks in the Historic Southside Neighborhood which are deemed to have historical significance; and WHEREAS, organizations such as the Historic Preservation Committee of College Station, Southside Neighborhood Advocacy Group, College Station Association of Neighborhoods and the Historic Southside Neighborhood have endeavored to preserve and protect historic areas and neighborhoods of College Station; and WHEREAS, much consideration and effort has gone into the education of our students and our community about the history of Southside Historic Neighborhood; and WHEREAS, great effort has gone into making the history of Southside available for the world to see on the internet; and WHEREAS, cooperation between the citizens, local government and local organizations of College Station along with concerned outside entities have resulted in a surge in the interest of the history of Southside and the undeniable dedication of its people that is demanded to address all issues related to keeping the history of Southside alive and fresh on the minds of everyone. NOW, THEREFORE, I, John Nichols, Mayor of the City of College Station, do hereby proclaim the month of June 2023 as the 100th Anniversary of Southside Historic Neighborhood in commemoration of the spirit of the community that has kept the history of College Station alive for the past 100 years and will continue to do so for years to come. IN TESTIMONY WHEREOF, I have hereunto set my hand and caused to be affixed the seal of the City of College Station, Texas this 22nd Day of June 2023. ______________________________ John P. Nichols, Mayor Attest: _______________________________ Tanya Smith, City Secretary Page 9 of 227 June 22, 2023 Item No. 7.1. Minutes Sponsor: Tanya Smith, City Secretary Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action of minutes for: • June 12, 2023 Council Meeting Relationship to Strategic Goals: • Good Governance Recommendation(s): Recommends Approval. Summary: N/A Budget & Financial Summary: None Attachments: 1. CCM061223 DRAFT Minutes Page 10 of 227 CCM 061223 Minutes Page 1 MINUTES OF THE CITY COUNCIL MEETING IN-PERSON WITH TELECONFERENCE PARTICIPATION CITY OF COLLEGE STATION JUNE 12, 2023 STATE OF TEXAS § § COUNTY OF BRAZOS § Present: John Nichols, Mayor Council: Mark Smith William Wright Linda Harvell Elizabeth Cunha Bob Yancy Dennis Maloney - absent City Staff: Bryan Woods, City Manager Jeff Capps, Deputy City Manager Adam Falco, City Attorney Leslie Whitten, Deputy City Attorney Tanya Smith, City Secretary Ian Whittenton, Deputy City Secretary 1. Call to Order and Announce a Quorum is Present. With a quorum present, the meeting of the College Station City Council was called to order by Mayor Nichols via In-Person and Teleconference at 4:00 p.m. on June 12, 2023, in the Council Chambers of the City of College Station City Hall, 1101 Texas Avenue, College Station, Texas 77840. 2. Executive Session Agenda. In accordance with the Texas Government Code §551.071-Consultation with Attorney, and §551.072- Real Estate, the College Station City Council convened into Executive Session at 4:01 p.m. on June 12, 2023, to continue discussing matters pertaining to: 2.1. Consultation with Attorney to seek advice regarding pending or contemplated litigation, to wit: •Kathryn A. Stever-Harper as Executrix for the Estate of John Wesley Harper v. City of College Station and Judy Meeks; No. 15,977-PC in the County Court No. 1, Brazos County, Texas; and •McCrory Investments II, LLC d/b/a Southwest Stor Mor v. City of College Station; Cause No. 17-000914-CV-361; In the 361st District Court, Brazos County, Texas; and •Shana Elliott and Lawrence Kalke v. City of College Station, et al., Cause No. 22-001122-CV- 85, in the 85th District Court, Brazos County, Texas; and Page 11 of 227 CCM 061223 Minutes Page 2 •Kristin Marriott v. City of College Station, Cause No. 22-002259-CV-272, in the 272nd District Court, Brazos County, Texas; and •SOAH Docket No. 473-22-2464 and PUC Docket No. 52728 – Application of the City of College Station to Change Rates for Wholesale Transmission Services; and •Legal advice related to a 2016 Economic Development Agreement with Viasat, Inc. •Legal advice related to a 2014 Economic Development Agreement with Fujifilm Diosynth •Biotechnologies Texas, LLC, f/k/a Kalon Biotherapeutics LLC. •Legal advice related to the rezoning of property. 2.2. Deliberation on the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer; to wit: •City Secretary •City Manager •Council Self-Evaluation 3. The Open Meeting Will Reconvene No Earlier than 6:00 PM from Executive Session and City Council will take action, if any. Executive Session recessed at 6:02 p.m. No action was taken. 4. Pledge of Allegiance, Invocation, consider absence request. MOTION: Upon a motion made by Councilmember Harvell and a second by Councilmember Wright, the City Council voted six (6) for and none (0) opposed, to accept Councilmember Maloney’s absence request for June 12, 2023. The motion carried unanimously. 5. PRESENTATION - PROCLAMATIONS, AWARDS, AND RECOGNITIONS. 5.1. Presentation to recognize Andrew Vorse Lede from College Station, who received a College Station Arts Scholarship. Mayor Mooney presented a proclamation and certificate to honor Andrew Vorse Lede from College Station Highschool who received the James Bradfield Arts Scholarship. 6. Hear Visitors Comments. Charles Baff, College Station, came before Council to speak about his concerns on middle housing, particularly the 73 single-family homes and 308 duplex units in 20 cul-de-sacs converted to what he calls gentrified student housing. 7. CONSENT ITEMS Presentation, discussion, and possible action on consent items which consist of ministerial, or "housekeeping" items as allowed by law: A Councilmember may request additional information at this time. Any Councilmember may remove an item from the Consent Agenda for a separate vote. (7.4) Jennifer Cain, Director Capital Projects, explained that the work for this project will be conducted on the Lick Creek Hike and Bike Trail, where Midtown Drive crosses over. The work will be conducted under and around this bridge crossing. The proposed project also includes the demolition Page 12 of 227 CCM 061223 Minutes Page 3 of a portion of the existing trail, raising of the existing trail, providing an alternative route to Midtown Drive, and the installation of landscaping to prevent erosion in the area. On April 6, 2023, three (3) competitive sealed proposals were submitted for the Lick Creek Hike and Bike Trail Improvement Project. Greenscapes Six, LLC was selected for this project after staff evaluation. 7.1. Presentation, discussion, and possible action of minutes for: •May 25, 2023 Council Meeting 7.2. Presentation, discussion, and possible action regarding amending the City’s contract with St. Joseph Health Medical Group for Employee Health Clinic operations and management services for an amount not to exceed $697,239.36 and rejection of all responses received for RFP 21-041 and RFP 23-048. 7.3. Presentation, discussion, and possible action regarding the first renewal of the annual price agreement with Green Teams, Inc. for City Wide Landscape Maintenance and Mowing in an amount not to exceed $1,150,844. 7.4. Presentation, discussion, and possible action regarding a construction contract with Greenscapes Six, LLC, not to exceed $339,213, plus the City’s contingency amount of $50,000, for a total appropriation of $389,213 for the Lick Creek Hike and Bike Trail Improvements Project. Approval of this item grants authority for the City Manager to authorize expenditures up to the City’s contingency amount. MOTION: Upon a motion made by Councilmember Wright and a second by Councilmember Smith, the City Council voted six (6) for and none (0) opposed, to approve the Consent Items. The motion carried unanimously. 8. WORKSHOP ITEMS 8.1. Presentation, discussion, and possible action related to the Capital Improvement Projects (CIP) update. Jennifer Cain, Director Capital Projects, presented an update related to on-going Capital Improvement Projects (CIP). Current Capital Projects Page 13 of 227 CCM 061223 Minutes Page 4 2022 Bond Projects Ongoing and Upcoming Projects •Greens Prairie Widening from Dalton (city limits) to Arrington Rd •Deacon/Cain railroad crossing •George Bush separated Bike Lanes •Krenek Tap Rehabilitation •Carter Creek WWTP Diversion Lift Station Force Main •Bee Creek Trunkline Phase III •Victoria Avenue Roundabouts •Carters Creek WWTP Blower Buildings 2 & 3 Replacement •McCollough Utility Rehab •Jones Butler Road Extension & Roundabout •Holleman Drive West at Jones Butler Road Roundabout •Rock Prairie Road Widening (State Hwy 6 to Town Lake) •Rock Prairie Road West Widening (Wellborn Rd to City Limits) •Fuel Station at Arnold Road •Sandy Point Pump Station Site Improvements •Steeplechase & Central Park Improvements •City Gateway Sign #3 (West) •Pickleball/ Futsal Courts at Anderson Park •Drainage Culverts at Milliff & Redmond •Aggie Field of Honor Cemetery sales & Maintenance Building •Lick Creek Hike & Bike Trail Improvements •Francis Drive Phase 3 Walton to Texas Avenue •Lincoln avenue rehab •Texas Avenue to University Drive 8.2. Presentation, discussion, and possible action regarding a City Hall room use policy. Page 14 of 227 CCM 061223 Minutes Page 5 Barbara Moore, Assistant to the City Manager, stated that the City Hall currently has meeting rooms that can be used by the public, which are the Bush 4141 Community Room and the Heart of Aggieland Multipurpose Room. A policy needs to be adopted like the policies of other city meeting facilities. This policy will determine the terms of use and guidelines for potential users. City Hall Room Use Policy •Meetings would be held Monday-Friday 8:00 am – 8:00 pm. •Weekend meetings only held by groups or meetings affiliated with the city or our partners. •No commercial activities will be allowed. •Non-profits and groups with 501c3 tax status or a Tax ID number may have rental fees waived. •For profit groups and non-residents would pay a fee. 8.3. Presentation, discussion, and possible action regarding updates from the Bryan/College Station Metropolitan Planning Organization for the Safe Streets and Roads for All grant and transition to a Transportation Management Area. Dan Rudge, Executive Director of the Bryan/College Station Metropolitan Planning Organization (MPO), provided updates regarding the Safe Streets and Roads for All grant and implications for the MPO transitioning to a Transportation Management Area. Safe Streets and Roads for All •Two types of grants ✓Comprehensive Safety Action Plans ✓Implementation •Why a Safety Plan Grant? ✓Only will award implementation grants that have strategies identified in a safety action plan ✓Recognize that most communities won’t have such a plan ✓Want plans to be truly comprehensive •Benefit ✓Once plan is complete, all applicants in a multijurisdictional plan can apply for implementation grants Three Big Asks for Jurisdictions •Adopt a Vision Zero resolution (Complete) •Commit to a $20,000 local match (Complete) •Provide five names to serve on oversight committee AND appropriate staff (TAC/ATAP) ✓Bicycle/pedestrian advocates (have multiple volunteers) ✓Sheriff/Police ✓Fire Department/Emergency responders ✓Disability community (BVCIL has agreed) ✓Business leaders (Chamber and BVEDC have appointees) ✓Other safety advocates/human service agencies In December 2022, the U.S. Department of Transportation published a list of urban areas that exceeded a population of 200,000 with the 2020 Census. The urbanized areas of the cities of College Station and Bryan exceeded the population threshold which results in the MPO becoming designated as a Transportation Management Area (TMA). This designation affects the composition of the MPO Policy Board as the Brazos Transit District (BTD) will need to be added. With a TMA, there are also changes to federal and state transportation funding formulas and categories. The MPO will be eligible for additional funding categories though the amount of federal funds that BTD can use toward operating Page 15 of 227 CCM 061223 Minutes Page 6 expenses will be reduced. The MPO has developed a document that is attached and summarizes the current understanding of these changes to the MPO and transportation funding. The 8.4. Presentation and discussion regarding an update related to the Northeast Trunkline Phase Four capital project. Jennifer Cain, Director Capital Projects, provided an update related to the Northeast Trunkline Phase Four capital project. The boring locations have yet to be determined but the depth being considered is considered the gold-standard for protecting trees. Staff is also consulting with Kimbly-Horn for a tree and soil survey to help prepare a potential route. At approximately 7:14 p.m., Mayor Nichols opened for Citizen Comments. Ann Mallard, Bryan, came before Council to state that the remarks from staff and council seemed to be prepared and planned, yet incomplete. Jennifer Weber, Bryan, came before Council to state her concerns regarding a potential trunk line, stating that she dealt with College Station on a project 20 years ago and still dealing with the aftermath of that project. Lesley Walton, Bryan, came before Council to state her concerns about access to her home with this trunkline project. She believes is will disrupt her yard where her children play and the business she runs. Mary Linne, Bryan, came before Council to express her disappointment from the previous Council meeting and the misrepresentation of facts from the city about the City of Bryan Sewerlines. Jes Linne, Bryan, came before Council to discuss the incorrect facts given on the City of Bryan Sewerlines. Janet Dudding, Bryan, stated her concerns about the impact of boring and the possible damage to existing lines in the area but after hearing about all the boring and tree and soil surveys she is pleased that the city is taking caution. Mrs. Dudding is still concerned with what is going to happen to the COB and the COCS lines after the boring is done. Keith Halsell, Bryan, stated she need more information on boring and has questions such as will she be able to get to her driveway, where would the dirt go from the bore pits, what would happen when it rains, where will her mail go? John Halsell, Bryan, stated that at the May 25th meeting felt one-sided and have truth. He believes that this decision is one of the biggest decisions council will make and all the residents want to know the truth. There being no further comments, the Citizen Comments was closed at 7:39 p.m. REGULAR ITEMS 9.1. Presentation, discussion, and possible action on an ordinance authorizing the issuance of general obligation bonds; delegating the authority to certain city officials to execute certain documents relating to the sale of the bonds; approving and authorizing an official statement and Page 16 of 227 CCM 061223 Minutes Page 7 instruments and procedures relating to said bonds; and enacting other provisions relating to the subject. Items 9.1 and 9.2 were presented together. 9.2. Presentation, discussion, and possible actions on an ordinance authorizing the issuance of certificates of obligation; delegating the authority to certain city officials to execute certain documents relating to the sale of the certificates; approving and authorizing an official statement and instruments and procedures relating to said certificates; and enacting other provisions relating to the subject. Michael DeHaven, Assistant Director of Finance, explained that this ordinance authorizes the issuance of up to $6,900,000 in General Obligation (GO) Bonds for Props A, B, and D approved in November of 2022. If this ordinance is approved, the City Council will be delegating to the Mayor, Mayor Pro Tem, the City Manager, the Assistant City Manager/CFO, and the City Secretary the authority to complete the sale of the bonds, which must be completed within one year of the ordinance approval. Mr. DeHaven also discussed the approval of the issuance of Certificates of Obligation (CO’s) after approving a resolution directing notice to be published of the intent to issue the CO’s. On April 13, 2023, Council approved a resolution directing staff to publish the City’s notice of intent to issue the COs, as required by law. On April 18th and April 25th such notices were duly published. Parameter Ordinance •Authorizes the issuance of the bonds and certificates. •Approves and authorizes the documents, instruments and procedures relating to the sale of bond and certificates. •Sets parameters that must be met for the sale to occur. •Maximum principal amount ($6.9 million GOB; $30.1 million CO) •Maximum true interest cost (5%) •Maximum final maturity (February 15, 2043) •Requirement for a credit rating (Moody’s Aa1; S&P AA+) •Maximum date of delegated authority to the City’s pricing officer •Delegates authority to close the sale of the bonds and certificates after the pricing to the Pricing Officer. FY23 Bond / CO Issuance Timeline •April 13 – Notice of Intent to Issue Certificates Approved by Council •April 18 & 25 - Notice of Intent to Issue Certificates Published •May 26 to 30 - Ratings Received Moody’s Aa1, S&P AA+ •June 12 – Parameters ordinance Presented to Council •June 21 – Projected Pricing Date for Bonds and Certificates •July 20 – Closing and Delivery of Funds Debt Issue FY23 Total Debt Issue: $37,000,000 Page 17 of 227 CCM 061223 Minutes Page 8 General Obligation Bond Authorization Certificates of Obligation (9.1) MOTION: Upon a motion made by Councilmember Harvell, and a second by Councilmember Yancy, the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4439, authorizing the issuance of general obligation bonds; delegating the authority to certain city officials to execute certain documents relating to the sale of the bonds; approving and authorizing an official statement and instruments and procedures relating to said bonds; and enacting other provisions relating to the subject. The motion carried unanimously. Page 18 of 227 CCM 061223 Minutes Page 9 (9.2) MOTION: Upon a motion made by Councilmember Harvell, and a second by Councilmember Smith, the City Council voted five (5) for and one (1) opposed, to adopt Ordinance No. 2023-4440, with Councilmember Cunha voting against, authorizing the issuance of certificates of obligation; delegating the authority to certain city officials to execute certain documents relating to the sale of the certificates; approving and authorizing an official statement and instruments and procedures relating to said certificates; and enacting other provisions relating to the subject. The motion carried. 9.3. Public Hearing, presentation, discussion, and possible action regarding an ordinance adopting the standards of care for the City’s Parks and Recreation Department’s elementary age (5-13) Youth Recreational Program in compliance with the exemptions for childcare licensing according to Texas Human Resources Code Section 42.041(b)(14). Michael Isermann, Parks and Recreation Assistant Director, stated that the Department of Human Services and Department of Protective and Regulatory Services passed updated legislation specifically regarding the regulation of certain facilities, homes, and agencies that provide child-care services. According to Texas Human Resources Code Section 42.041, the services provided by the Parks and Recreation Department within the City of College Station meet all exemptions to this legislation. However, our compliance must be evidenced through an approved Standard of Care Ordinance. In conjunction with the City Attorney's Office, the Parks & Recreation staff has drafted the ordinance for adoption. At approximately 8:35 p.m., Mayor Nichols opened the Public Hearing. There being no further comments, the Public Hearing was closed at 8:35 p.m. MOTION: Upon a motion made by Councilmember Harvell, and a second by Councilmember Wright , the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4441, adopting the standards of care for the City’s Parks and Recreation Department’s elementary age (5-13) Youth Recreational Program in compliance with the exemptions for childcare licensing according to Texas Human Resources Code Section 42.041(b)(14). The motion carried unanimously. 9.4. Public Hearing, presentation, discussion, and possible action regarding an ordinance amending Appendix A, "Unified Development Ordinance," Article 4 “Zoning Districts,” Section 4.2 “Official Zoning Map,” of the Code of Ordinances of the City of College Station, Texas, by changing the zoning district boundary from GS General Suburban to MH Middle Housing for approximately 0.4 acres of land at 1100 Dexter Drive South, generally located south of the intersection of Holleman Drive and Dexter Drive South. Jeff Howell, Planning and Development, stated that this request is to rezone approximately 0.4 acres of land generally located south of the intersection of Holleman Drive and Dexter Drive South from GS General Suburban to MH Middle Housing. The subject property is currently vacant and has not been platted. The applicant intends to develop the property and rezone to allow for a housing type permitted under the Middle Housing zoning district. The Planning and Zoning Commission heard this item at their May 18, 2023 meeting and recommended 7-0 to deny the request. Staff recommends approval of the request. At approximately 8:59 p.m., Mayor Nichols opened the Public Hearing. Page 19 of 227 CCM 061223 Minutes Page 10 Charles Elliott, College Station, came before Council to express his concerns on what middle housing really is for his historic neighborhood. He believes that in 10 years will there be 1000 new cars and the streets we have now are not structured for that number of cars. Arthur Hicks, College Station, came before Council to express his concerns on middle housing in general. He believes that this will push residents out and bring students in. Leslie Hicks, College Station, came before Council to express her concerns about middle housing in her neighborhood, with the possibly of student housing coming into their neighborhood. Fred Dupriest, College Station, came before Council to present his thoughts on how the approval of single lots rezoning will result in losing of control of the pace the already shrinking single family residential homes. Tina Evans, College Station, came before Council to request that Council deny the current request to rezone 1100 Dexter Drive South to Middle Housing. Ms. Evans explained that it is in one of the (handful of) areas the committee she served on determined is not suitable for Middle Housing. There being no further comments, the Public Hearing was closed at 9:17 p.m. MOTION: Upon a motion made by Councilmember Smith, and a second by Councilmember Harvell, the City Council voted six (6) for and none (0) opposed, to deny the adoption of Ordinance No. 2023- 4442, amending Appendix A, "Unified Development Ordinance," Article 4 “Zoning Districts,” Section 4.2 “Official Zoning Map,” of the Code of Ordinances of the City of College Station, Texas, by changing the zoning district boundary from GS General Suburban to MH Middle Housing for approximately 0.4 acres of land at 1100 Dexter Drive South, generally located south of the intersection of Holleman Drive and Dexter Drive South. The motion carried unanimously. 9.5. Public Hearing, presentation, discussion, and possible action approving an ordinance vacating and abandoning a 0.2938-acre portion of a 20-foot Utility Easement, said portion lying within Lots 1 & 2, Block 1 of the Scott & White Healthcare Subdivision according to the plat recorded in Volume 10179, Page 50 of the Official Public Records of Brazos County, Texas. Parker Matthews, Planning and Development, stated that the electric easement abandonment is being requested by the applicant because of a desired development in this area. This originally platted easement is no longer needed in this location. All existing utilities have been removed. The 0.2938- acre electric utility easement is 20' wide and surrounded by the Scott & White property on both sides. Each end of the easement abuts City of College Station R.O.W. At approximately 9:29 p.m., Mayor Nichols opened the Public Hearing. There being no further comments, the Public Hearing was closed at 9:30 p.m. MOTION: Upon a motion made by Councilmember Wright, and a second by Councilmember Yancy, the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4443, vacating and abandoning a 0.2938 acre portion of a 20-foot Utility Easement, said portion lying within Lots 1 & 2, Block 1 of the Scott & White Healthcare Subdivision according to the plat recorded in Volume 10179, Page 50 of the Official Public Records of Brazos County, Texas. The motion carried unanimously. Page 20 of 227 CCM 061223 Minutes Page 11 9.6. Public Hearing, presentation, discussion, and possible action on approving an ordinance vacating and abandoning a 0.087-acre portion of undeveloped right-of-way, Patricia Street, generally located between 1st Street and University Drive (feeder to Wellborn) and depicted on the W.C. Boyett Estates, Partition Map, recorded in Volume 100, Page 440, of the Deed Records of Brazos County, Texas. Parker Matthews, Planning and Development, stated that this abandonment request is to further utilize this area in a way that incorporates new development in the Northgate area. The applicant is requesting to utilize an undeveloped portion of city ROW that has primarily been used as a utility corridor. The applicant intends to dedicate public utility easements to allow utilities to still traverse the corridor. At approximately 9:37 p.m., Mayor Nichols opened the Public Hearing. There being no further comments, the Public Hearing was closed at 9:37 p.m. MOTION: Upon a motion made by Councilmember Yancy, and a second by Councilmember Wright, the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4444, vacating and abandoning a 0.087-acre portion of undeveloped right-of-way, Patricia Street, generally located between 1st Street and University Drive (feeder to Wellborn) and depicted on the W.C. Boyett Estates, Partition Map, recorded in Volume 100, Page 440, of the Deed Records of Brazos County, Texas. The motion carried unanimously. 9.7. Public Hearing, presentation, discussion, and possible action on approving an ordinance vacating and abandoning a generally 60-foot wide Public Utility Easement, said easement crossing Lots 1 and 2, Block 2 and Oak Way Drive Right-of-Way, in the Post Oak Mall subdivision, as described by metes and bounds recorded in Volume 390, Page 733, of the Deed Records of Brazos County, Texas. Lucas Harper, Planning and Development, stated that the public utility easement abandonment is being requested by the applicant because of a desired exchange of easement location by the applicant and the City of College Station. The originally dedicated easement was never utilized by utilities and the City of College Station prefers that existing and future utilities be in a utility easement along the Holleman Drive frontage of the two lots. The public utility easement is generally 60-foot wide, extending from the southwest boundary of lot 1 to the northeast boundary of lot 2. At approximately 9:39 p.m., Mayor Nichols opened the Public Hearing. There being no further comments, the Public Hearing was closed at 9:40 p.m. MOTION: Upon a motion made by Councilmember Harvell, and a second by Councilmember Smith, the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4445 vacating and abandoning a generally 60-foot wide Public Utility Easement, said easement crossing Lots 1 and 2, Block 2 and Oak Way Drive Right-of-Way, in the Post Oak Mall subdivision, as described by metes and bounds recorded in Volume 390, Page 733, of the Deed Records of Brazos County, Texas. The motion carried unanimously. 9.8. Public Hearing, presentation, discussion, and possible action regarding an ordinance amending Appendix A, "Unified Development Ordinance," Article 7, "General Development Standards," Section 7.14, "Drainage and Stormwater Management" and adding Section 7.15, Page 21 of 227 CCM 061223 Minutes Page 12 "Lot Grading and Drainage for Individual Lots" of the Code of Ordinances of the City of College Station, Texas, regarding lot grading for residential property. Anthony Armstrong, Planning and Development, stated that the purpose of this proposed amendment is to provide standards and enforcement for lot grading on either existing or new individually platted residential lots. As properties in the city go through redevelopment, or even the final development of the last lots in an area, there have been grading concerns created from the new home to the surrounding existing homes. Proper grading of a lot is necessary to promote the health, safety, and welfare of citizens and minimize the impact of drainage or flooding to adjoining properties. This amendment will establish residential lot grading requirements and require compliance with any master grading plan for a larger subdivision. At approximately 9:45 p.m., Mayor Nichols opened the Public Hearing. There being no further comments, the Public Hearing was closed at 9:45 p.m. MOTION: Upon a motion made by Councilmember Yancy, and a second by Councilmember Wright, the City Council voted six (6) for and none (0) opposed, to adopt Ordinance No. 2023-4446, amending Appendix A, "Unified Development Ordinance," Article 7, "General Development Standards," Section 7.14, "Drainage and Stormwater Management" and adding Section 7.15, "Lot Grading and Drainage for Individual Lots" of the Code of Ordinances of the City of College Station, Texas, regarding lot grading for residential property. The motion carried unanimously. 9.9. Presentation, discussion, and possible action regarding a professional services contract with Mitchell & Morgan, LLP, not to exceed $200,004.50 for design services for the Bee Creek and Central Park Tennis Courts, and a Resolution Declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. Jennifer Cain, Director Capital Projects, stated that the Bee Creek and Central Park Tennis Courts Project was one of the projects that passed on the November 8, 2022 bond election. A Request for Qualifications (RFQ) was composed shortly afterwards and sent out in January 2023. Nine (9) submissions of qualifications were received. A panel of City employees were assembled to review all nine submissions. Evaluations were completed and Mitchell & Morgan, LLP was selected. A scoping meeting was held with a final proposal for design received in May. This contract will provide design services for the tennis courts at both Bee Creek Park and Central Park, respectively, located at 1900 Anderson Street and at 1000 Krenek Tap Road. The design of this project will redevelop both tennis courts. At both sites, a new slab, LED lighting, court surfacing, chain-link fencing, tennis court netting and posts, and windscreens will be replacing existing features. Additionally, the water fountain and water line located at Bee Creek will be upgraded and repositioned. MOTION: Upon a motion made by Councilmember Wright, and a second by Councilmember Smith, the City Council voted six (6) for and none (0) opposed, to approve a professional services contract with Mitchell & Morgan, LLP, not to exceed $200,004.50 for design services for the Bee Creek and Central Park Tennis Courts, and resolution 06-12-23-9.9, declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. The motion carried unanimously. 9.10. Presentation, discussion, and possible action regarding a professional services contract with Burditt Land|Place, not to exceed $674,415 for design services for Bachmann Little League and Senior League Buildings and a Resolution Declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. Page 22 of 227 CCM 061223 Minutes Page 13 Jennifer Cain, Director Capital Projects, stated that the Bachmann Little League and Senior League Buildings Project was one of the 2022 Bond projects that was approved by the voters at the November 8, 2022 bond election. A Request for Qualifications (RFQ) was composed shortly afterwards and sent out on January 2, 2023. On January 31, 2023, eight (8) submissions of qualifications were received. A panel of City employees were assembled to review all eight submissions. Evaluations were completed during February. In March, the two highest ranking design firms were interviewed. Burditt Land|Place was selected. A scoping meeting was held with a final proposal for design received in May. The proposed professional services contract will include schematic, design data collection and analysis, capital cost estimates, design development, final design and documentation, bidding, and construction services for the new Little League and Senior League Buildings at Bachmann Park. Staff recommends approval and award of the professional services contract with The Burditt Land / Place for architectural, civil, structural, mechanical, and plumbing engineering services, including schematic design, design development, construction documents, bidding documents, and construction observation and recommends approval of the resolution declaring intention to reimburse certain expenditures with proceeds from debt. MOTION: Upon a motion made by Councilmember Harvell, and a second by Councilmember Yancy, the City Council voted six (6) for and none (0) opposed, to approve a professional services contract with Burditt Land / Place, not to exceed $674,415 for design services for Bachmann Little League and Senior League Buildings and a resolution 06-12-23-9.10, declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. The motion carried unanimously. 9.11. Presentation, discussion, and possible action regarding a professional services contract with The Arkitex Studio, Inc., not to exceed $477,000 for design services for the Operations Shop at Central Park and a Resolution Declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. Jennifer Cain, Director Capital Projects, stated that The Central Park Operations Shop Project was one of the 2022 Bond projects that was approved by the voters at the November 8, 2022 bond election. A Request for Qualifications (RFQ) was composed shortly afterwards and sent out on January 2, 2023. On January 30, 2023, fourteen (14) submissions of qualifications were received. A panel of City employees were assembled to review all eight submissions. Evaluations were completed in February. The Arkitex Studio, Inc. was selected. A scoping meeting was held with a final proposal for design received in May. The proposed professional services contract will include project evaluation, conceptual design, design development, final design and documentation, bidding, and construction services for the new Central Park Operations Shop. Staff recommends approval and award of the professional services contract with The Arkitex Studio, Inc. for architectural, civil, structural, mechanical, and plumbing engineering services, including schematic design, design development, construction documents, bidding documents, and construction observation and recommends approval of the resolution declaring intention to reimburse certain expenditures with proceeds from debt. MOTION: Upon a motion made by Councilmember Smith, and a second by Councilmember Yancy, the City Council voted six (6) for and none (0) opposed, to approve a professional services contract with The Arkitex Studio, Inc., not to exceed $477,000 for design services for the Operations Shop at Central Park and a resolution 06-12-23-9.11, declaring Intention to Reimburse Certain Expenditures with Proceeds from Debt. The motion carried unanimously. Page 23 of 227 CCM 061223 Minutes Page 14 10. Council Calendar Council reviewed the calendar. 11. Items of Community Interest: The Council may receive reports from a Council Member or City Staff about items of community interest for which notice has not been given, including: expressions of thanks, congratulations or condolence; information regarding holiday schedules; honorary or salutary recognitions of a public official, public employee, or other citizen; reminders of upcoming events organized or sponsored by the City of College Station; information about a social, ceremonial or community event organized or sponsored by an entity other than the City of College Station that is scheduled to be attended by a Council Member, another city official or staff of the City of College Station; and announcements involving an imminent threat to the public health and safety of people in the City of College Station that has arisen after the posting of the agenda. Councilmembers Yancy, Smith, and Harvell recognized the passing of Peggy Calliham and honoring her as an individual who dedicated her talents to serving the city, developing several departments, and staff members. Councilmember Harvell reported on welcoming 2000 4-H members into College Station at Reed Arena. Mayor Nichols reports on the ITGA Meeting he attended with Dr. Justin Jeffery from General Ramirez’s office at TAMU. 12. Council Reports on Committees, Boards, and Commission: A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) Nothing to report. 13. Future Agenda Items and Review of Standing List of Council Generated Future Agenda Items: A Council Member may make a request to City Council to place an item for which no notice has been given on a future agenda or may inquire about the status of an item on the standing list of council generated future agenda items. A Council Member’s or City Staff’s response to the request or inquiry will be limited to a statement of specific factual information related to the request or inquiry or the recitation of existing policy in response to the request or inquiry. Any deliberation of or decision about the subject of a request will be limited to a proposal to place the subject on the agenda for a subsequent meeting. Councilmember Cunha requested a future agenda item from Parks on covered tennis courts. 14. Adjournment. There being no further business, Mayor Nichols adjourned the meeting of the City Council at 10:15 p.m. on Monday, June 12, 2023. Page 24 of 227 CCM 061223 Minutes Page 15 ________________________ John P. Nichols, Mayor ATTEST: ___________________________ Tanya Smith, City Secretary Page 25 of 227 June 22, 2023 Item No. 7.2. City Hall Change Order Sponsor: Jennifer Cain, Director Capital Projects Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action regarding a deductive change order to the city hall project contract with Core Construction for $75,641. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff recommends approval of the deductive change order. Summary: The new City Hall opened in December of 2021 and is a three story, 79,000 square foot facility incorporating several departments into one central location. This is a deductive change order due to remaining funds in the landscaping allowance and the contingency that were not expensed. Budget & Financial Summary: A budget in the amount of $38,495,000 is included in the General Government Capital Improvement Projects Fund. A total of $32,882,621 has been expended or committed to date. This proposed deductive change order will reduce the encumbered amount by $75,641. Attachments: 1. City Hall Change Order Page 26 of 227 CHANGE ORDER NO. DATE: 2.27.2023 Contract No. 19300095 PO No. 20202908 $ 20203598 PROJECT: New City Hall RFP No. 19-007 OWNER:CONTRACTOR: City of College Station CORE Construction P.O. Box 9960 6320 Research Road Ph: 972-668-9340 College Station, Texas 77842 Frisco, TX 75033 Fax: PURPOSE OF THIS CHANGE ORDER: A. Return of Savings to College Station B. C. ITEM UNIT ORIGINAL REVISED ADDED NO UNIT DESCRIPTION PRICE QUANTITY QUANTITY COST 1 1 Unused Landscaping Allowance ($71,442.00) -1 ($71,442.00) 2 1 Unused Owners Contingency ($4,019.00) -1 ($4,019.00) 3 $0.00 TOTAL ($75,461.00) LINE 1 (acct./work order number)($71,442.00) LINE 2 (acct./work order number)($4,019.00) LINE 3 (acct./work order number)$0.00 TOTAL CHANGE ORDER (75,461.00) ORIGINAL CONTRACT AMOUNT $25,805,523.00 CHANGE ORDER NO. 1 ($75,461.00)-0.29% % CHANGE CHANGE ORDER NO. 2 0.00% % CHANGE REVISED CONTRACT AMOUNT $25,730,062.00 -0.29% % TOTAL CHANGE ORIGINAL CONTRACT TIME Days Time Extension No. 1 Days Revised Contract Time 0 Days SUBSTANTIAL COMPLETION DATE 23-Jan-23 REVISED SUBSTANTIAL COMPLETION DATE APPROVED ______________________________________________________________________________________ A/E CONTRACTOR Date DEPARTMENT DIRECTOR Date _____________________________________________________________________________________ CONST RUCTION CONTRACTOR Date ASST CITY MGR - CFO Date __________________________________________ CITY ATTORNEY Date __________________________________________ CITY MANAGER Date THE NET AFFECT OF THIS CHANGE ORDER IS % INCREASE/DECREASE. 1 6/6/2023 6/6/2023 Page 27 of 227 June 22, 2023 Item No. 7.3. Engineering Services Retainer Contract with McCord Engineering, Inc. Sponsor: Timothy Crabb, Director of Electric Reviewed By CBC: N/A Agenda Caption:Presentation, discussion, and possible action on an electrical engineering services retainer contract with McCord Engineering not to exceed $600,000. Relationship to Strategic Goals: Financially Sustainable City Core Services and Infrastructure Recommendation(s): Staff recommends Council approve the contract with McCord Engineering, Inc. Summary: This contract is for an original term of one year, not to exceed $600,000 with two possible renewals. The City of College Station Electric Utilities Department has utilized McCord Engineering, Inc. (McCord) for electric engineering services for decades. McCord is a highly qualified local firm whose staff is extremely knowledgeable in the CSU electric system and responsive to the needs of the City. It is anticipated that McCord Engineering will provide engineering and design services as needed for new and existing electric system facilities additions and improvements. Based on McCord’s familiarity with CSU’s design specifications, procedures, and Transmission / Distribution electric system, and the public purpose served by the projects in which they are involved, it is in the City’s best interest to continue to contract with McCord to provide these services. This contract is exempt from the purchasing requirements contained in Tex. Loc. Gov't Code Chapter 252. Budget & Financial Summary: Funds are budgeted and approved in the Electric Utility’s Operating Budget and in the Electric Utility Capital Improvement Projects Fund for professional services related electric capital improvement projects. Attachments: 1. Contract is available for review in the City Secretary's Office Page 28 of 227 Contract is available for review in the City Secretary’s office. Page 29 of 227 June 22, 2023 Item No. 7.4. Technology Services Contract for Solid Waste route management hardware, software, and implementation services Sponsor: Emily Fisher, Director of Public Works Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action regarding a technology services contract with Routeware Inc. in the amount of $625,674.12 for solid waste route management hardware, software, and implementation services. Relationship to Strategic Goals: 1. Core Services and Infrastructure 2. Financial Sustainability Recommendation(s): Staff recommends approval of the technology services contract. Summary: This contract is for the purchase of route balancing and management software and hardware for the city's solid waste division. The solid waste division services over 41,000 single- family, multi-family, and commercial accounts every week. Currently, solid waste operators rely on training and printed map books to learn collection routes and a rebalancing of routes has not occurred in over five years. Significant growth has occurred within the city, causing longer collection times and increased collection loads. To continue to provide quality customer service and safe, reliable routes, the Public Works department requested and received a service level adjustment for the purchase of a route management system for the FY 2022 budget. The city issued RFP 22-076 in October 2022 and received six (6) vendor responses. After evaluations from all stakeholders, interviews with the top-rated vendors, and a site visit to a reference, staff is recommending Routeware, Inc. due to its comprehensive proposal meeting the solid waste division's needs. The technology services contract includes hardware and installation, turn-key software for both real-time routing and rebalancing thirty-one (31) solid waste vehicles with as many routes as needed, solid waste asset and account management for customer service verification, administrative and operator training, and cloud-hosting. Implementation of this routing software includes the installation of tablets and other equipment in each solid waste vehicle, allowing for real-time issue reporting if a stop is skipped or a container is missing, as well as photo automation to further identify skipped stops. This hardware also allows for touchless service verification to automatically record once a stop is completed. This will allow customer service representatives to quickly access driver and vehicle information to accurately assist with customer concerns. Furthermore, supervisors will have vehicle location, status updates, and issue reporting in real time and will have service history for any customer, driver, or route with photos. The software will allow the division to optimize solid waste routes easily and efficiently by using digital route information. Solid waste drivers will be able to rely on turn-by-turn navigation from the onboard tablet, rather than rely on route map books. The data and metrics collected by the software will be used to continually create cost-effective and efficient collection routes. Below is a breakdown of the three (3) year contract costs: Page 30 of 227 Year 1 Year 2 Year 3 Hardware (tablets, cameras, etc.) $59,113 Services (install, training, etc.) $74,850 Support/Licensing Fees ($12,611.42 per month) $151,337.04 $151,337.04 $151,337.04 Travel & Expenses (not to exceed) $37,000 Freight $700 Sub-Total $323,000.04 $151,337.04 $151,337.04 Total Cost $625,674.12 Budget & Financial Summary: Funds for the routing software are available in the Solid Waste Fund. The routing software was included in the FY 2022 Solid Waste Fund budget as a service level adjustment and has been rolled into the FY 2023 budget. Attachments: 1. Routeware Inc Contract Page 31 of 227 CONTRACT & AGREEMENT ROUTING FORM __Original(s) sent to CSO on _____ Scanned into Laserfiche on _________ ____Original(s) sent to Fiscal on ________ CONTRACT#: PROJECT#: _________ BID/RFP/RFQ#: Project Name / Contract Description: Name of Contractor: CONTRACT TOTAL VALUE: $ Grant Funded Yes No If yes, what is the grant number: Debarment Check Yes No N/A Davis Bacon Wages Used Yes No N/A Section 3 Plan Incl. Yes No N/A Buy America Required Yes No N/A Transparency Report Yes No N/A NEW CONTRACT RENEWAL # _____ CHANGE ORDER # _____ OTHER ______________ BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost, summary tabulation) (If required)* CRC Approval Date*: __________ Council Approval Date*: ____________ Agenda Item No*: ______ --Section to be completed by Risk, Purchasing or City Secretary’s Office Only— Insurance Certificates: ______ Performance Bond: ________ Payment Bond: ________ Info Tech: _______ SIGNATURES RECOMMENDING APPROVAL __________________________________________ _________________________________ DEPARTMENT DIRECTOR/ADMINISTERING CONTRACT DATE __________________________________________ _________________________________ ASST CITY MGR – CFO DATE __________________________________________ _________________________________ LEGAL DEPARTMENT DATE APPROVED & EXECUTED __________________________________________ _________________________________ CITY MANAGER DATE __________________________________________ _________________________________ MAYOR (if applicable)DATE __________________________________________ _________________________________ CITY SECRETARY (if applicable) DATE 22300707 22-076 Solid Waste Routing Hardware and Software Purchases Routeware, Inc. 625,674.12 n n n n n N/A N/A N/A Project awarded to best proposal received from RFP-22-076. Funding source - 52140780 5399 Contract total includes a not-to-exceed amount for freight and travel expenses detailed in the exhibits section of this contract. N/A 6/22/2023 N/A N/A N/A N/A N/A 6/12/2023 6/13/2023 6/13/2023 Page 32 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 1 of 19 TECHNOLOGY SERVICES CONTRACT This Contract is by and between the City of College Station, a Texas Municipal Home- Rule Corporation (the "City") and Routeware, Inc., a Delaware corporation with offices at 16575 SW 72nd Avenue, Portland, OR 97224, (the "Consultant"), whereby Consultant agrees to perform and the City agrees to pay for the work described herein. ARTICLE I SCOPE OF SERVICE 1.01 This Contract is for Technology Services - Solid Waste Routing Software (the "Project"). The scope and details of the work to be provided to the City by Consultant for the Project are set forth in Exhibit "A" to this Contract and are incorporated as though fully set forth herein by reference (the "Work"). Consultant agrees to perform or cause the performance of all the work described in Exhibit "A." 1.02 Consultant agrees to perform the work described in Exhibit "A" hereto and the City agrees to pay Consultant a fee based on the rates set forth in Exhibit "B" to this Contract for the Work performed by Consultant. The invoices shall be submitted to the City following the 15th day and the last day of each month. The payment terms are net payable within thirty (30) calendar days of the City's receipt of the invoice. Upon termination of this Contract, payments under this paragraph shall cease, provided, however, that Consultant shall be entitled to payments for work performed in accordance with this Contract before the date of termination and for which Consultant has not yet been paid. ARTICLE II PAYMENT 2.01 The total amount of payment, including reimbursements, by the City to Consultant for all Work to be performed under this Contract may not, under any circumstances, exceed Six Hundred Twenty-Five Thousand Six Hundred Seventy-Four and 12/100 Dollars ($625,674.12). This total includes a not-to-exceed amount for travel and freight detailed in the exhibits section of this contract. ARTICLE III CHANGE ORDERS 3.01 The City may from time to time request changes in the scope and focus of the Work to be conducted by Consultant pursuant to this Contract, provided, however, that any such change that in the opinion of Consultant, the City Manager, or the City's Project Manager varies significantly from the scope of the work set out herein and would entail an increase in cost or expense to the City shall be mutually agreed upon in advance in writing by Consultant and the City's Project Manager. (a) When the original Contract amount plus all change orders is $100,000 or less, the City Manager or his designee may approve the written change order provided the change Page 33 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 2 of 17 order does not increase the total amount set forth in the Contract to more than $100,000. For such contracts, when a change order results in a total contract amount that exceeds $100,000, the City Council of the City must approve such change order prior to commencement of the services or work; and (b) When the original contract amount plus all change orders is greater than $100,000, the City Manager or his designee may approve the written change order provided the change order does not exceed $50,000, and provided the sum of all change orders does not exceed 25% of the original contract amount. For such contracts, when a change order exceeds $50,000 or when the sum of all change orders exceeds 25% of the original contract amount, the City Council of the City must approve such change order prior to commencement of the services or work. Thereafter, any additional change orders exceeding $50,000 or any additional change orders totaling 25 percent following such council approval, must be approved by City Council; and (c) Any request by the Consultant for an increase in the Scope of Work and an increase in the amount listed in paragraph two of this Contract shall be made and approved by the City prior to the Consultant providing such work or the right to payment for such additional work shall be waived. If there is a dispute between the Consultant and the City respecting any service provided or to be provided hereunder by the Consultant, including a dispute as to whether such Work is additional to the Scope of Work included in this Contract, the Consultant agrees to continue providing on a timely basis all work to be provided by the Consultant hereunder, including any Work as to which there is a dispute. ARTICLE IV TIME OF PERFORMANCE 4.01 Except as provided in Article XI hereinbelow, the term of this Contract shall be for three (3) years from the effective date of this Contract. Thereafter, upon the mutual consent of both parties, including budget approval by the City, this Contract may be renewed on an annual basis for up to two (2) additional years (five (5) years total). If, for any reason, funds are not appropriated to continue the contract, the contract shall become null and void and shall terminate. After the initial one (1) Term, Consultant may increase its fee by an amount equal to 3% or the previous year’s CPI, whichever is greater. 4.02 Time is of the essence of this Contract. The Consultant shall be prepared to provide the Work in the most expedient and efficient manner possible in order to complete the work by the times specified. Page 34 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 3 of 17 4.03 Consultant promises to work closely with the City Manager or his designee (the "Project Manager") or other appropriate City officials. Consultant agrees to perform any and all Project- related tasks reasonably required of it by the City in order to fulfill the purposes of the Work to be performed. The Work of Consultant under this Contract may be authorized by the Project Manager in various phases as set forth in Exhibit "A." ARTICLE V INDEPENDENT CONTRACTOR AND NONSOLICITATION 5.01 Independent Contractor. In all activities or work performed hereunder, the Consultant is an independent contractor and not an agent or employee of the City. The Consultant, as an independent contractor, shall be responsible for the final product contemplated under this Contract. Except for materials furnished by the City, the Consultant shall supply all materials, equipment and labor required for the execution of the Work on the Project. The Consultant shall have ultimate control over the execution of the Work under this Contract. The Consultant shall have the sole obligation to employ, direct, control, supervise, manage, discharge, and compensate all of its employees and subcontractors, and the City shall have no control of or supervision over the employees of the Consultant or any of the Consultant's subcontractors except to the limited extent provided for in this Contract. Consultant shall be liable for any misrepresentations. Any negotiations by the Consultant on the City's behalf are binding on the City only when within the Scope of Work contained herein and approved by the City. 5.02 Nonsolicitation. Consultant recognizes and understands that it will be interacting with City employees when performing Work under this Contract, and that it may cause irreparable harm to the City should one or more City employees perform work for Consultant either directly or indirectly. Because of this, Consultant agrees that it shall not directly or indirectly, personally or through others, solicit or encourage, or attempt to solicit or encourage on Consultant's own behalf or on behalf of any other person or entity for hire or use the work of any employee or other consultant of the City or any of City's agents or officials. Consultant agrees to adhere to this requirement for a minimum of one year following termination of this Contract. This provision shall survive termination of this Contract. ARTICLE VI AUTHORIZATION 6.01 The City shall direct Consultant to commence Work on the Project by sending Consultant a "letter of authorization" to begin Work on the Project. 6.02 Upon receipt of the letter of authorization to begin Work on the implementation of the Project, Consultant shall meet with the City for the purpose of determining the nature of the Project, including but not limited to the following: meeting with the City's staff to coordinate Project goals, schedules, and deadlines; coordinating data collection; briefing the City's management staff; documenting study assumptions, methodologies and expectations; devising the criteria to be met for both interim goals and final completion of the Work. Page 35 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 4 of 17 6.03 Consultant shall consult with the City and may, in some limited circumstances, act as the City's representative, but it is understood and agreed by the parties that for all purposes related to this Contract, Consultant shall be an independent consultant at all times and is not to be considered either an agent or an employee of the City. ARTICLE VII WARRANTY 7.01 As an experienced and qualified professional, Consultant warrants that the Work provided by Consultant reflects high professional and industry standards, procedures, and performances. Consultant warrants the design, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel, the fitness and operation of its recommendations, and the performance of other work under this Contract, pursuant to a high standard of performance in the field in which Consultant works. Consultant warrants that it will exercise diligence and due care and perform in a good and workmanlike manner all of the work pursuant to this Contract. Approval or acceptance by the City of any of Consultant's work product under this Contract shall not constitute, or be deemed, a release of the responsibility and liability of Consultant, its employees, agents, or associates for the exercise of skill and diligence necessary to fulfill Consultant's responsibilities under this Contract. Nor shall the City's approval or acceptance be deemed to be the assumption of responsibility by the City for any defect or error in the Project's Work products prepared by Consultant, its employees, associates, agents, or subconsultants. 7.02 Consultant shall keep the City informed of the progress of the Work and shall guard against any defects or deficiencies in its work. 7.03 Consultant shall be responsible for using due diligence to correct errors, deficiencies or unacceptable Work. Consultant shall, at no cost to the City, remedy any errors, deficiencies or any Work found unacceptable, in the City's sole discretion, as soon as possible, but no longer than fifteen (15) calendar days after receiving notice of said errors, deficiencies or unacceptable Work. ARTICLE VIII INDEMNIFICATION, RELEASE AND LIMITATION OF LIABILITY 8.01 Indemnity. The Consultant agrees to indemnify, defend, and hold harmless the City, its officers, employees, volunteers and agents (separately and collectively referred to in this paragraph as "lndemnitee"), from and against any and all claims, losses, damages, causes of action, suits, judgments, settlements made by Indemnitee, and liability of every kind, including all expenses of litigation, court costs, attorney's fees, and other reasonable costs for damage to or loss of use of any property, for injuries to, or sickness or death of any person, including but not limited to Consultant, any of its subconsultants of any tier, or of any employee or invitee of Consultant or of any such subconsultants, that is caused by, arises out of, related to, or in connection with, the negligence of and/or negligent performance of this Contract by Consultant or by any such subconsultants of any tier, under this Contract. There Page 36 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 5 of 17 shall be no additional indemnification other than as set forth in this section. All other provisions regarding the same subject matter shall be declared void and of no effect. 8.02 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under Paragraph 8.01, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. 8.03 Limitation of Liability. EXCEPT FOR THIRD PARTY CLAIMS AND BREACHES OF CONFIDENTIALITY IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CITY SINCE THE EFFECTIVE DATE. EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARTICLE IX INSURANCE 9.01 General. The Consultant shall procure and maintain at its sole cost and expense for the duration of this Contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, volunteers, employees or subconsultants. The policies, limits and endorsements required are as set forth below: 9.02 Types. During the term of this Contract Consultant's insurance policies shall meet the minimum requirements of this section. (a) Commercial General Liability. (b) Business Automobile Liability. (c) Workers' Compensation/Employer's Liability. (d) Professional Liability. (e) Cyber Liability. 9.03 Certificates of lnsurance. For each of these policies, the policy shall be endorsed to show the Consultant's insurance coverage as primary with respect to the City, its officials, agents, Page 37 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 6 of 17 employees and volunteers. Any insurance or self-insurance carried or obtained by the City, its officials, agents, employees or volunteers, shall be considered in excess of the Consultant's insurance and shall not contribute to it. No term or provision of the indemnification provided by the Consultant to the City pursuant to this Contract shall be construed or interpreted as limiting or otherwise affecting the terms of the insurance coverage. All Certificates of Insurance and endorsements shall be furnished to the City's Representative at the time of execution of this Contract, on the most current State of Texas Department of Insurance-approved forms, attached hereto as Exhibit C, and approved by the City before work commences. 9.04 Additional Insurance. The Consultant shall include all subconsultants as Additional Insureds under its policies, or shall furnish separate certificates and endorsements for each subconsultant. Coverages for subconsultants shall be subject to all requirements stated herein. 9.05 General Requirements Applicable to All Policies. The following General requirements applicable to all policies shall apply: (a) Only licensed insurance carriers authorized to do business in the State of Texas shall be accepted. (b) Deductibles shall be listed on the certificate of insurance and are acceptable only on an "occurrence" basis. (c) "Claims made" policies are not accepted, except for Professional Liability insurance. (d) Coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits of liability except after thirty (30) calendar days written notice has been given to the City of College Station. (e) The Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent. Each certificate shall contain the following provisions and warranties: i. The licensed insurance company is authorized to do business in the State of Texas ii. The insurance policy is underwritten on forms provided by the Texas State Board of Insurance or ISO iii. All endorsements and coverages are included according to the requirements of this Contract iv. The form of notice of cancellation, termination, or change in coverage provisions is specified in this attachment (f) The City of College Station, its officials, agents, employees, and volunteers are to be named as Additional Insureds on the Commercial General Liability and Business Automobile Liability Policies. The coverages shall contain no special limitations on the scope of protection afforded the City, its officials, agents, employees, and volunteers. Page 38 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 7 of 17 9.06 Commercial General Liability requirements. The following Commercial General Liability requirements shall apply: (a) Coverage shall be written by a carrier rated "A: VIII" or better in accordance with the current A. M. Best Key Rating Guide. (b) Minimum limits of liability of $1,000,000 per occurrence per project with a $2,000,000 annual aggregate limit. (c) Coverage shall be at least as broad as Insurance Service's Office (ISO) Number CG 00 01. (d) No coverage shall be excluded from the standard policy without notification of individual exclusions being attached for the City's review and acceptance. (e) The coverage shall not exclude: premises/operations; independent contracts; products/completed operations; contractual liability (insuring the indemnity provided herein); and Host Liquor Liability. (f) The City shall be named as Additional Insured and policies endorsed to waive rights of subrogation and to be primary and non-contributory with regard to any self- insurance or insurance policy held by the City. 9.07 Business Automobile Liability requirements. The following Business Automobile Liability requirements shall apply: (a) Coverage shall be written by a carrier rated "A:VIII" or better in accordance with the current A.M. Best Key Rating Guide. (b) Minimum Combined Single Limit of $1,000,000 per occurrence for bodily injury and property damage. (c) The Business Auto Policy must show Symbol I in the Covered Autos portion of the liability section in Item 2 of the declarations page. (d) The coverage shall include owned, leased or rented autos, non-owned autos, any autos and hired autos. 9.08 Workers' Compensation/Employer's Liability Insurance requirements. The Workers' Compensation/Employer's Liability insurance shall include the following terms: (a) Employer's Liability limits of $1,000,000 for each accident is required. (b) "Texas Waiver of Our Right to Recover from Others Endorsement, WC 42 03 04" shall be included in this policy. (c) Texas must appear in Item 3A of the Workers' Compensation coverage or Item 3C must contain the following: All States except those listed in Item 3A and the States of NV, ND, OH, WA, WV, and WY. 9.09 Professional Liability requirements. The following Professional Liability requirements shall apply: (a) Coverage shall be written by a carrier rated "A:VIII" or better in accordance with the current A. M. Best Key Rating Guide. (b) Minimum limits of liability of $1,000,000 per occurrence and $2,000,000 aggregate, Page 39 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 8 of 17 with a maximum deductible of $100,000 unless otherwise agreed in writing by both parties. Financial statements shall be furnished to the City upon request. (c) Consultant must continuously maintain professional liability insurance with prior acts coverage for a minimum of two years after completion of the Project or termination of this Contract, as may be amended, whichever occurs later. Coverage under any renewal policy shall include a retroactive date that precedes the earlier of the effective date of this Contract or the first performance of work for the Project. The purchase of an extended discovery period or an extended reporting period on this policy will not be sufficient to comply with the obligations hereunder. 9.10 Cyber Liability. Minimum limits of $5,000,000 for third party losses. Coverage must include: (a) Event Management; (b) Unauthorized Access/use; (c) Computer Virus; (d) Denial of Service Attack; (e) Libel, Cyber-libel, Slander, Product Disparagement; (f) Violation of Right of Privacy; (g) Regulatory Costs; (h) Privacy Costs- Privacy Injury and Identity Theft; (i) Programming Errors & Omissions Liability; (j) Replacement or Restoration of Electronic Data (First Person); (k) Extortion Threats; (l) Business Income and Extra Expense (to $1 million); (m) Public Relations Expense; and (n) Security Breach Expense. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 40 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 9 of 17 ARTICLE X TECHNOLOGY REQUIREMENTS 10.01 Cloud Provider. When some or all of the Contractor's Work involve being a Cloud Provider, the following shall apply: (a) Security Policies and Procedures. The Contractor shall provide the City with copies of its information security policies and procedures within three (3) business days upon City's request covering: i.Data Classification and privacy; ii.Security training and awareness; iii.Systems administration, patching and configuration; iv.Incident response; v.Managing workstations, mobile devices and antivirus applications; vi.Backups, disaster recovery and business partners and contractors; vii.Audit and testing schedules; viii.Requirements for third-party business partners and contractors; ix.Compliance with information security or privacy laws, rules, regulations or standards; x.Evidence of background checks that support security of sensitive or confidential information; xi.Disclosure of previous data breaches; and xii.Any other relevant information regarding security policies or procedures. (b) Industry Best Practices. Contractor must provide all services using the best commercially-available security technology and techniques according to industry best practices and standards; the City's security standards, policies and procedures including those relating to fraud prevention and detection and any other inappropriate system and network use or access, including: i.Providing secure (SSL, HTTPS, or similar) access to all levels of users as defined by the City via the internet; ii.Having controls meeting applicable laws and the latest Framework for Improving Critical Infrastructure Cyber security from National Institute of Standards and Technology (NIST) or compatible industry security frameworks; iii.Completely testing and applying patches for hardware bias/firmware, bare metal operating systems (e.g. VMware ESXi), virtualized server operating systems, and software products before release; and Page 41 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 10 of 17 Having all servers providing work to the City solely physically located within the continental United States of America. Contractor must house all servers and equipment in an operational environment meeting industry standards including a climate-controlled room with a fire and security hazard detection system and a network and electrical redundancy system, including backup Uninterruptable Power Supply (UPS) and automatic fail- over stand-by generators and physical security. (c) Data Breach. i.Notice. Contractor must immediately notify the City by telephone and email no later than twenty-four (24) hours if there is a reasonable probability of a data security incident. Contractor must send a written letter following up on the data security incident within forty-eight (48) hours following a data breach. The Contractor must: 1) Cooperate with the City's request to investigate and resolve the incident in a timely manner; 2)Promptly implement necessary remedial measures; and 3)Document responsive actions taken related to the data breach, including any post-incident review and actions taken to make changes in business practices in providing the work, if necessary. ii.Contractor Agreement Breach. If a data breach results from Contractor's breach of the Contract, Contractor must: 1)Bear any costs associated with the investigation and resolution of the data breach 2) Notify individuals, regulators and all others required by Identity Theft 3) Enforcement and Protection Act in the Texas Business and Commerce Code Chapter 521 Unauthorized Use of Identifying Information; 4) Engage a credit monitoring service or identity protection service; 5)Publish a website or toll-free number and call center for affected individuals as required by state or federal law; 6)Complete all corrective actions as reasonably determined based on root cause; and 7)Send the City written findings and remedial measures from the data breach. (d) Preventive Security Procedures. Contractor must: i.Provide on-going software updates as they become available complying with the defined maintenance windows. The Contractor must completely test Page 42 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 11 of 17 updates; including any bug fixes, patches and other improvements; ii.Monitor system and error logs and perform preventive maintenance to minimize and predict system problems, including initiating and completing an appropriate response; iii.Conduct a third-party independent security/vulnerability assessment at its own expense at least annually and submit the results of such assessment to the City; iv.Agree to third-party application and vulnerability security scans and schedules; v.Contractor will work with the City to remediate security/vulnerability assessment results aligning with City Security Vulnerability Assessment Standards, if any; vi.Limit logical and physical access to all system components and provide access only to those individuals with a business need for work provided. Individuals who have access to systems and data must have a criminal background check; vii.Review data center annual reports generated by third-party partner Microsoft Azure Audit results must form part of the Contractor's applicable Service Organization Control (SOC) report. The audit results must comply with industry standard controls for data security and disaster recovery that the Contractor shall report to the City in writing; and viii.Take all necessary measures to protect the data and encryption keys including, but not limited to the off-site servers daily backup according to industry best practices and encryption techniques. (e) Disaster Recovery. Contractor must comply with any and all City disaster recovery and resiliency protocols to prevent system interruption. In the event of system breach, Contractor shall notify the City and restore the system within twenty-four (24) hours from discovery of breach. (f) Closeout. i.Agreement Expiration. When the Agreement term expires or terminates, and at any other time at the City's written request, Contractor must promptly return to the City all intellectual and physical property subject to the Agreement including, but not limited to system configuration data and information in file or document formats in the Contractor's possession or control. ii.Access. The City will have access to export and retrieve its data for no less than ninety (90) days after the Agreement expiration or termination date. The City must be able to access its data at any time during the Agreement term in a readily readable, structured and documented format, such as CSV-format or other standard report format offered by the Contractor as part of the Services. Any custom report format must be requested by City to Contractor via initiation of a new Scope of Work (SOW). The Contractor must provide the City transition work after Agreement expiration or termination at Contractor's then- Page 43 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 12 of 17 current and generally-charged hourly rates. iii.Data Removal. At the City's request upon Agreement expiration or termination, the Contractor must remove, delete, purge, overwrite or otherwise render inaccessible within a reasonable time, all City data remaining on Contractor's servers to the extent possible based on the then- current technology available. Contractor must provide the City a written and signed statement confirming data has been deleted, purged, overwritten or otherwise rendered inaccessible. The Contractor will not otherwise delete the City's data without City's prior written consent. 10.02 Premise Solutions. When some or all of the Contractor's Work involve providing Premise Solutions, the following shall apply: (a) Requirements: Contractor must: i.Provide the City with its security architecture. The security architecture must at a minimum meet applicable laws and the latest Cybersecurity Framework for Improving Critical Infrastructure from National Institute of Standards and Technology (NIST) or compatible industry security frameworks; ii.Have data access limited to only required support service; iii.Evidence of background checks that support security of the City's sensitive or confidential information; iv.Notify the City within twenty-four (24) hours when any patches resulting from security vulnerability and threats become available; v.Provide City with all applicable security assessments, audits and certifications related to system security annually; vi.Train City staff on security-related procedures regarding system operation and maintenance; and vii.Take all necessary measures to protect the City's data and data encryption when applicable. (b) Data Breach. i.Notice. Contractor must immediately notify the City by telephone and email no later than twenty-four (24) hours if there is a reasonable probability of a data security incident. Contractor must send a written letter following up on the data security incident within forty-eight (48) hours following a data breach. The Contractor must: 1)Cooperate with the City's request to investigate and resolve the incident in a timely manner; 2) Promptly implement necessary remedial measures; and 3)Document responsive actions taken related to the data breach, including any post-incident review and actions taken to change Page 44 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 13 of 17 business practices in providing the work, if necessary. ii.Contractor Agreement Breach. If a data breach results from Contractor's breach of this Agreement, Contractor must: 1)Bear any costs associated with the investigation and resolution of the data breach; 2)Notify individuals, regulators and all others required by Identity Theft Enforcement and Protection Act in the Texas Business and Commerce Code Chapter 521 Unauthorized Use of Identifying Information; 3) Engage a credit monitoring service; 4)Publish a website or a toll-free number and call center for affected individuals as required by state or federal law; 5)Complete all corrective actions as reasonably determined based on root cause; and 6)Send the City written findings and remedial measures from the data breach. (c) Data Removal. At the City's request upon Agreement expiration or termination, the Contractor must remove, delete, purge, overwrite or otherwise render inaccessible within a reasonable time, all City data remaining on Contractor's servers to the extent possible based on the then-current technology available. Contractor must provide the City a written and signed statement confirming data has been deleted, purged, overwritten or otherwise rendered inaccessible. The Contractor will not otherwise delete the City's data without City's prior written consent. 10.03 Background Checks. The Consultant agrees to assume all responsibility for and to perform background checks on all its employees, agents and assigns working on the Project. Such background checks include but are not limited to, criminal records and civil judgments, professional license verifications, motor vehicle records, social security number, court records, military service records, other public records reports, and verifications of employment, and education. This must be done prior to such individuals commencing their work on the Project. Consultant agrees to produce any and all background checks information as described herein when requested to the City. To the degree allowed by applicable law, City agrees to keep such information confidential. 10.04 Change Management. Any major change to the system shall be reasonably tested by the vendor in accordance with the agreed-upon requirements of the City. All major upgrades with exception to emergency upgrades, such as to address a vulnerability, will be scheduled on a calendar and back-out plans presented to the City. 10.05 Work Completion. Unless explicitly provided for otherwise in this Contract or expressly mutually agreed upon by the parties in writing, the Work will be considered complete when it functions in the City's current technology environment. Page 45 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 14 of 17 ARTICLE XI TERMINATION 11.01 No term or provision of this Contract shall be construed to relieve the Consultant of liability to the City for damages sustained by the City or because of any breach of contract by the Consultant. The City may withhold payments to the Consultant for the purpose of setoff until the exact amount of damages due the City from the Consultant is determined and paid. ARTICLE XII MISCELLANEOUS TERMS 12.01 Venue and Applicable Law. This Contract has been made under and shall be governed by the laws of the State of Texas. The parties agree that performance and all matters related thereto shall be in Brazos County, Texas. 12.02 Notices. Notices shall be mailed to the addresses designated herein or as may be designated in writing by the parties from time to time and shall be deemed received when sent postage prepaid U.S. Mail to the following addresses: CONSULTANT: Routeware, Inc. 16575 SW 72nd Avenue Building F CITY: City of College Station Attn: Caroline Ask P.O. Box 9960 College Station, Texas 77842 Portland, OR 97224 cask@cstx.gov Attn: Lanae Bulkley, Controller Page 46 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 15 of 17 ARTICLE XIII CONFIDENTIALITY 13.01 Each party shall maintain in strict confidence and not disclose to any third party any Confidential Information of the other party, except as necessary for the performance of this Agreement and as otherwise agreed to by the parties. The party disclosing “Confidential Information” is referred to in this Agreement as the “Disclosing Party” and the party receiving such “Confidential Information” is referred to as the “Receiving Party.” “Confidential Information” means all non-public information (whether written, in a printed document, computer disk or tape or retained as mental impressions) concerning research and development; annual and long-range business plans; marketing plans and methods; product specifications, software, business processes, customer lists, supplier or other third party data and information, contracts and bids; personnel, and this Agreement, including its terms and conditions. Confidential Information does not include: (i) information that is within the knowledge of the public generally through no fault of the Receiving Party; (ii) information that the Receiving Party can show was previously known to it as a matter of record at the time of receipt; (iii) information that the Receiving Party may subsequently obtain lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations; or (iv) information that the Receiving Party may subsequently develop as a matter of record, independently of disclosure by the Disclosing Party. During the term of this Agreement, and for so long thereafter as applicable state law allows, the parties agree to maintain in strict confidence, and agree not to use or disclose except as authorized in writing by the Disclosing Party, trade secrets as defined by applicable state law. Notwithstanding the foregoing restrictions, the Receiving Party may disclose Confidential Information or trade secrets pursuant to, and in compliance with the Texas Public Information Act, and to the extent required by an order of any court or other governmental authority, but only after the Receiving Party has notified the Disclosing Party and the Disclosing Party has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. Each party acknowledges that disclosure of any Confidential Information or trade secret by it or its employees shall give rise to irreparable injury to the other party not adequately compensated by damages. Accordingly, a Disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the undertakings in this Section in addition to any other remedies that may be available, without the requirement of posting bond. 13.02 Performance of Work. Consultant, its employees, associates or subconsultants shall perform all the Work hereunder. Consultant agrees that all of its associates, employees, or subconsultants who work on this Project shall be fully qualified and competent to do the Work described hereunder. Consultant shall undertake the Work and complete it in a timely manner. 13.03 Compliance. The Consultant shall comply with all applicable federal, state, and local statutes, regulations, ordinances, and other laws, including but not limited to the Immigration Reform and Control Act (IRCA). The Consultant may not knowingly obtain the labor or work of an unauthorized alien. The Consultant, not the City, must verify eligibility for employment as required by IRCA. Page 47 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 16 of 17 13.04 Waiver. No waiver by either party hereto of any term or condition of this Contract shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 13.05 Assignment. This Contract and all rights and obligations contained herein may not be assigned by Consultant without the prior written approval of the City. Notwithstanding anything to t he contrary, Consultant may assign this Agreement to a successor-in-interest. 13.06 Invalidity. If any provision of this Contract shall be held to be invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Contract with legal terms and conditions approximating the original intent of the parties. 13.07 Prioritization. Contractor and City agree that City is a political subdivision of the State of Texas and is thus subject to certain laws. Because of this there may be documents or portions thereof added by Contractor to this Contract as exhibits that conflict with such laws, or that conflict with the terms and conditions herein excluding the additions by Contractor. In either case, the applicable law or the applicable provision of this Contract excluding such conflicting addition by Contractor shall prevail. The parties understand this section comprises part of this Contract without necessity of additional consideration. 13.08 Entire Agreement. This Contract represents the entire and integrated agreement between the City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. This Contract may only be amended by written instrument approved and executed by the parties. 13.09 Bound by Terms. The parties acknowledge that they have read, understood, and intend to be bound by the terms and conditions of this Contract. 13.10 Effective. This Contract goes into effect when duly approved by all the parties hereto. 13.11 No Boycott Israel. To the extent applicable, this Contract is subject to the following: (a) Boycott Israel. If this Contract is for goods and services subject to § 2270.002 Texas Government Code, Consultant verifies that it: i.does not boycott Israel; and ii.will not boycott Israel during the term of this Contract; (b) Boycott Firearms. If this Contract is for goods and services subject to§ 2274.002 Texas Government Code, Consultant verifies that it i.does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and ii.will not discriminate during the term of the contract against a firearm entity or firearm trade association; and Page 48 of 227 16575 SW 72nd Avenue Building F Portland, OR 97224 www.routeware.com (503) 906-8500 – Corporate Offices (877) 906-8500 – Toll Free (503) 906-8544 - Fax Contract No. 22300707 Technology Services Contract Form 09-01-2021 Page 17 of 17 (c) Boycott Energy Companies. Subject to § 2274.002 Texas Government Code Consultant herein verifies that it i.does not boycott energy companies; and ii.will not boycott energy companies during the term of this Contract. List of Exhibits A. Scope of Work B. Payment Schedule C. Certificates of Insurance ROUTEWARE, INC. CITY OF COLLEGE STATION By: _ Printed Name: ________________________ Title:________________________________ Date: ______________ By: City Manager: ____________________________ Date:____________________________________ APPROVED: _______________________________________ City Attorney Date: __________________________________ _______________________________________ Assistant City Manager/CFO Date: _____________________________ Lanae Bulkley Controller 6/9/2023 6/13/2023 6/13/2023 Page 49 of 227 Although substantial completion dates of various milestones in the attached project plan will be recalculated to allow for a new project start, overall substation completion of this project is required in five (5) months from date of commencement of duties. Page 50 of 227 SOW Page 1 of 6 EXHIBIT A Estimated Implementation + Project Plan ID 0 Resource Name In i tial s Group 1 Project Manager PM Routeware 2 Solution Engineer SE Routeware 3 Implementation Consultant IMP Routeware 4 Data Team DATA Routeware 5 Fie ld Service Technicians FST Routeware 6 Installation Team INS Routeware 7 I ntegrations T earn INT Routeware 8 Reporting Team RPT Routeware 9 Sales Team SLS Routeware 10 Support SUP Routeware 11 Customer Success cs Routeware 12 Executive Sponsor EXEC Customer 13 Customer Su per Users CSU Customer 14 Customer End Users CEU Customer 15 Customer Project Manager CPM Customer 16 Customer Executive Sponsor CES Customer 17 Customer Data Specia l ist CDS Customer 18 Customer Reporting Specialist CRS Customer 19 Customer IT CIT Customer 20 Customer GIS Specialist CGS Customer 21 I Customer Driver CDR Customer Route •are Customer Onboarding Plan Temp late Page 51 of 227 SOW Page 2 of 6 D 1 2 3 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 :ime City of College Station, TX Routeware Onboarding Contract Approval Contract Signature Professional Se ces otification Project anager Assignment elcome Email Sa es Trans· ion o Professional Services eeting Stage 1: Project Initiation Introductory Call Project Planning Customer · c -Off Call Project · anager Orienta ion Cal Customer Home o Initial Data Request v/ 0 erv· Y Collabora ive Pro·ect Planning Call Project Revisions Project Plan Approval Stage 2: Definition Requirements Confirmation Business 0 e ·e Scenarios/Use Cases v. / Paperwor Report· g Integrations T:i: Split .......... tllllltlflf. . c-::o e Dur:ition St:irt Fini;h Predece:~r: Re~ n:e lni ·:i 93 days 4 days Oda s 1 day 1 da 1 da 1 da. 13 days 1 da 3 da. s lday 1 day 5 da s 5da s lda 3 da s Odays 33 days 3 days 3 da s 3da s Mon 1/2/23 Wed 5/10/c Mon 1/2/23 Thu 1/5/23 on 1/2/23 on 1/2/23 o 1/2/23 on 1/2/23 3 SLS o 1/2/23 ue 1/3/23 4 EXEC,P Tue 1/3/23 ed 1/4/23 S EXEC ed 1/4/23 Thu 1/5/23 3FS 3 days I P,P ,SLS EXEC,SE Thu 1/5/23 Tue 1/24/23 Thu /S/23 Fri 1/6/23 7 EXEC,SLS,SE,P Fri 1/6/23 ed 1/ 1/2!9 P Tue 1/10/ 3 ed / 1/2!9FS+2 days CES,CP ,EXEC,1 P,P ,SLS,S Fri 1/13/23 on 1/ 6/2!11FS+2 daysCP ,P ed /11/23 ed 1/ 8/2Hl ed /11/23 P ,SE I P,CP ,CSU ed 1/18/23 u 1/19/23 2FS+2 daysP ,CP Thu 1/19/23 ue /24/23 15 P ,CP Thu /19/23 Thu 1/19/23 15 EXEC,CES,P ,CP Tue 1/24/23 Fri 3/10/23 Tue 1/24/23 Fri 1/27 /23 8 Tue 1/24/23 Fri 1/27 /23 CP ,SE,CSU Tue 1/24/23 Fri 1/27/23 CP Tue 1/24/23 Fri 1/27 /23 Tue 1/24/23 Fri 1/27 /23 St:irt-o 1y B De:id e c J • Pro"e Rout :ire :to e On D:i:e:'h' 9/21/22 Sm :i ,_. ___ ...,., • ~ ; T~:: P o"ect S m; tem;I :i• • m; Roll p -----m;ry I -·· '4~ Page 52 of 227 SOW Page 3 of 6 D 24 25 26 27 24 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 0 Route Optimization Business/Operations Exceptions Data Import Planning Demographics Routes Requirements Document Drafting Presenta ·on to Customer Customer Revie & Feedback Document Updates Document Appro al Future State Configuration Base Con guration Base Data Setup (for odeling) Scenario Con rguration Base Reporting Setup Integration Des·crn Data Import app g Route Optimization Future State Document Drafting Presenta ·on to Customer Customer Revie Duntion 3 da s Oda s 3 days 3 da s 3 da s 9days 3 da s 1 da 5 da s 5 da s 0 da s 3 days 3 da s 3 da s 3 da s 3 da s 3 da s 3 da s 3 da s 9 days 3 days 1 da Fini;h Tue 1/24/23 Fri 1/27 /23 Tue 1/24/23 ue 1/24/23 Tue 1/24/23 Fri 1/27 /23 8 Tue 1/24/23 Fri 1/27 / 3 Tue 1/24/23 Fri 1/27 /23 Fri 1/27/23 Thu 2/9/23 19 fri /27/23 ed 2/1/23 ed 2/1/23 Thu 2/2/ 3 30 Thu 2/2/23 Thu 2/9/23 31 Thu 2/2/23 Thu 2/9/23 31 Thu 2/9/23 Thu 2/9/23 33 Thu 2/9/23 Tue 2/14/23 29 Thu 2/9/23 ue 2/14/23 Thu 2/9/23 ue 2/14/23 Thu 2/9/23 ue 2/1 /23 Thu 2/9/23 ue 2/14/23 Thu 2/9/23 ue 2/14/23 Thu 2/9/23 ue 2/1 /23 Thu 2/9/23 ue 2/14/23 Tue 2/14/23 Mon 2/27/2:.35 Re::o n:e lni • .. CP CP COS,Cf> ,CGS,1 P,P ,SE COS,CP ,CGS,1 P,P ,SE ,CSU CP ,CSU,CDS,CRS,CGS I P,SE P ,CP ,EXEC,CES SE,1 p SE,I p SE,I p SE,1 P RPT SE,1 P,I T SE,1 P,OA A SE,1 p Tue 2/14/23 Fri 2/17/23 SE,1 P fri 2/17 /23 on 2/20/2~44 P ,I P,SE,CP ,CSU on 2/20/23 on 2/27/2~45 CP ,CSU,CDS,CRS,CGS ~~~~--~--~-----~--~~~~ Start~ ly Split .. 1111111 .......... 1 I ;,c:"' e ile-.-,.o e [ J Pro·e Routew;;ire .rt O;;ite: Wed 9/21/22 On • c:to e S mm;;i • ====1 Oe;ad e • -----1 • " ; T;i: ;a ;ii Pro ·e;: Extem;il ;i• • <!a ; S m; oil p -----E tem;;il eto e I Page 53 of 227 SOW Page 4 of 6 0 47 48 49 50 51 52 53 S4 55 S6 57 S8 59 60 61 62 63 64 65 66 67 68 69 Configura ·on & Document Updates Document Approval Environment Provisioning/Installation (AH ComponE8 days Schedulin Coordination 1 da Env· onment Pro ·sioning Solution lnstalla ion Configura ·on Database Loading In Cab Hard are (First Units for esting) Confirmation of En ·ronment Readiness Introduction to Cus1omer Executive Gate Chee Stage 3: Implementation Customer Familiarization Targeted Training {Bue Data, Optimization) Opera ional Oata Se up Transac1ional Re iev: Customer Technical Work Integrations Oa a Import Report· g Route Optimi1ation Route are Technical ork Integrations 1 da day 1 da 5 da s 1 da 1 day da 18 days 11 days 5 da s 3 da s 3 da s 5 days 5 da s 5 da s 5 da s 5 days 5 days 5 da s I ;ict· e T:1>: on 2/20/23 on 2/27/2?45 on 2/27/23 on 2/27/2?47 Mon 2/27 /2:Thu 3/9/23 43 on 2/27/23 ue 2/28/23 Tue 2/28/23 ed 3/1/23 50 ed 3/1/23 u 3/2/23 5 Thu 3/2/23 Fri 3/3/23 52 Tue 2/28/23 ue 3/7/23 SO Tue 3/7 /23 ed 3/8/23 53,54 ed 3/8/23 Thu 3/9/23 SS Thu 3/9/23 Fri 3/ 0/23 49 Fri 3/10/23 Wed 4/5/23 Fri 3/10/23 Mon 3/27/2=18 Fri 3/10/23 Fri 3/ 7/23 Fri 3/17/23 ed 3/22/2?60 ed 3/22/23 on 3/27/2!61 Fri 3/10/23 Fri 3/17 /23 18 Fri 3/10/23 Fri 3/ 7 /23 Fri 3/10/23 Fri 3/ 7/23 Fri 3/10/23 Fri 3/17 /23 Fri 3/10/23 Fri 3/17/23 Fri 3/10/23 Fri 3/17 /23 18 Fri 3/10/23 Fri 3/ 7/23 s ;i "t'-0 ly Split " 1111111 111 111 111 1 I ;ict· er. ile:to e Pro·e Rout ;ire ~o e On O;i:e: Wed 9/21/l2 • e~.o e S mm;i E tem::il ::i· • E tem:il • Oe;id e .-----.; , ::ir • T;i; :a ;ii Pro e;:; m;i Roll p -----I p s I S ,EXEC,CES I S,DATA FST P ,SE,FS P,SE P ,EXEC,CP ,CES SE,1 P,CSU SE,I P,CSU SE,1 P,CSU CIT cos CRS CSU I T t J • Page 54 of 227 SOW Page 5 of 6 0 70 71 72 73 74 75 76 n 78 79 60 81 82 83 84 85 66 87 88 89 90 91 92 0 Data mport Report· g Route Optimization In Cab Hard are lnstal tions Complete Routeware Readiness Confirmation Oata al -through Scenario al -throughs Integration al -throughs Report· g a1 -throughs Solution Comple e ilestone Executive Gate Check Stage 4: Readiness Scenario-based Train· g (induding Drivers) Customer Validation Oa a Con 1rmation Route Optimization In Cab Operations Scenario Con 1rmation Integration Con 1rma ion Report· g Con 1rmation £ ception Handling Solu ·on Acceptance ilestone Executi e Gate Chee . e:~o e 111111 ltl llltlll '''. • Pro·e Rout ;ire r.o On O;ite: Wed 9/21/22 Sm :i I P ojtttSu m:i r==== .. Extem:il T;i: ; Surt fini;h Fri 3/10/23 Fri 3/ 7/23 SE,l P,DA A Fri 3/10/23 Fri 3/17/23 RPT Sda s Fri 3/10/23 Fri 3/17/23 SE,1 p lS days Fri 3/10/23 Fri 3/31/23 18 p ,FST 10 days Fri 3/17/23 Fri 3/31/23 68 Sda s Fri 3/17/23 Fri 3/24/23 P,SE,DA A S da s Fri 3/17/23 Fri 3/24/23 P,SE Sda s Fri 3/17/23 Fri 3/24/23 P,SE S da s Fri 3/17/23 Fri 3/24/23 Oda s Fri 3/31/23 Fri 3/31/23 73 ,I P,SE,EXEC 1 da Tue 4/4/23 ed 4/5/23 74FS+2 daysP ,EXEC,CP ,CES 14 days Wed 4/S/23 Tue 4/25/23 58 3da s ed 4/5/23 on 4/ 0/2! 10days Mon 4/10/2:Mon 4/24/23.82 10 days on 4/10/23 on 4/24/2! lOdays on 4/10/23 on 4/24/2! 10 days on 4/10/23 on 4/24/2! 10 days on /10/23 on 4/24/2! 10days on 4/10/23 on 4/24/ :: 10days on /10/23 on 4/24/2! on /10/23 on 4/24/2! Oda s on 4/24/23 on 4/24/2!83 1 da on 4/24/23 /25/23 91 m;; Roll p -----P,SE,CSU CSU,CDS CSU CSU,CDR CSU csu,c CSU,CRS CSU c J • Page 55 of 227 SOW Page 6 of 6 D Su rt fini:;h Prcdccec:-r: Rc~rcc lni ·:a 93 Stage 5: Go live 11 days Tue 4/25/23 Wed 5/10/2:.81 94 Training & Practfoe 5 days Tue 4/25/23 Tue 5/2/23 95 Role-based Training (In uding Balance of Drivers) 2 days Tue 4/25/23 Thu 4/27/23 CSU,CEU 96 End User Practice 3 da s Thu /27/23 ue 5/2/23 95 CSU,CEU 97 Final Cutover 3 days Tue 4/25/23 Fri 4/28/23 98 Backup Production to Test 1 da Tue 4/25/23 ed 4/26/2! I S 99 Final Data Load 1 day ed 4/26/23Thu 4/27/23 98 DA A,CDS 100 Production Readiness Con rma ·on (Data, lntegra 1 day Thu /27/23 Fri 4/28/23 99 SE,1 P,CSU 101 Introduction to Support 1 day Tue 4/25/23 ed 4/26/23 p ,SE,1 P,SUP,C? ,CSU 102 Go . e ilestone Oda s Tue 5/2/23 ue 5/2/23 94,97,101 103 Stabilization 5 da s Tue 5/2/23 ue 5/9/23 102 p ,SE,1 P,CP ,CSU 104 1 da Tue 5/2/23 ed 5/3/23 102 p ,SE,1 ,CSU lOS ilestone 1 day Tue 5/9/23 ed S/10/23103,104 p T;: St:a"t~ ly [ Split II ttt I" tll Ill Ill I J . e:~o c • D Dc:ad c • Pro· Routcw:arc Cu:t On D:atc: Wed 9/2 22 I Pro;rc:; P o·cct S m;ry ; :al Pro' c:;: Extcm:al ;· -m; Roll p -----• Extcm:al ~o c Page 56 of 227 pg. 1|2 ROUTEWARE PROJECT TENTATIVE SCHEDULE ROUTEWARE 1.Project Next High Level Milestones Activity/Milestone Responsible #People #Hours Estimated Duration Estimated Time for Completion Status Update/Notes Data Preparation & Conversion CSTX 2-3 10-20 TBD TBD -Routeware will pro vide data import templates and guide CSTX through every step along the data preparation process. -We will work with your current data sources to check on address/container/route/etc information, and assist your teams in gathering what is needed for a smooth implementation. Soft Go Live Preparation ROUTEWARE 3-5 50-100 TBD TBD -Routeware’s typical implementation process is done in 90 days for municipal customers. (Depending on data integrity, etc ) -Every step of the process will be verified/approved by CSTX. ROUTEWARE Configuration Join effort 3-5 50-100 TBD TBD -Routeware will work with CSTX on custom/exact business processes, and use our industry knowledge to advise on best practi ces for driver adoption, usage, etc ROUTEWARE Soft Go Live Testing ROUTEWARE 1-3 20-30 TBD TBD -Routeware will work with CSTX on determining what type of training will suit your team the best and provide the quickest adoption rate. (Classroom setting, zoom based, etc) -Both hardware + software components will be thoroughly Q/A’ed + test ed before anything goes live in a “production” environment. CSTX Soft Go Live Testing CSTX Your choice. Your choice. TBD TBD -Again, Routeware will work with CSTX on a custom go- live + project plan that works well for both parties. Page 57 of 227 pg. 2|2 -We will provide best practices+ guidance, however we want your team to have a major hand in this process to ensure a strong partnership. Limited Data Update Joint effort 1-3 TBD TBD TBD -If referring to keeping Routeware Control Center (RCC) updated with address+ location changes…Routeware will train CSTX to be able to make those changes on your own and not require Routeware assistance. Training and Go Live Joint effort Unlimited. 2-3 weeks TBD TBD -Routeware will train anyone/everyone who wants to learn about Routeware hardware or software. -Operations, Admin, drivers, dispatch, executiv es, etc…we want everyone on all levels to be fully comfortable with the products. Post Go Live Tasks Joint effort 2-3 Ongoin g TBD TBD -Routeware will assign CSTX with an Account Manager and Customer Success Manager who will work with CSTX for the duration o f the contract. Page 58 of 227 approval and acceptance of receipts and invoices. Page 59 of 227 Q-03215-3 - 5/1/2023 Page 1 of 4 Routeware Global 16525 SW 72nd Ave Portland, Oregon 97224 United States Phone: (503) 906-8500 Fax: (503) 906-8544 Email: info@routeware.com Order Form Order #: Q-03215-3 Term: 36 Months Date: 5/1/2023 Expires On: 5/31/2023 Ship To Caroline Ask City of College Station 300 Krenek Tap Road College Station, Texas 77842 United States (979) 764-3500 cask@cstx.gov Bill To City of College Station 300 Krenek Tap Rd College Station, Texas 77842 United States SALESPERSON PHONE EMAIL PAYMENT TERMS Kevin Hahn (650) 430-6012 khahn@routeware.com Net 30 Statement of Confidentiality & Non-Disclosure The parties acknowledge that the City is a government entity and subject to the Federal Freedom of Information Act. Notwithstanding anything contained herein to the contrary, the City shall not be responsible to the Contractor for any disclosure of Confidential Information pursuant to the Act or pursuant to laws, rules, regulations, instructions or other legal requirement. BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT Summarized Pricing Proposal EXHIBIT B Page 60 of 227 Q-03215-3 - 5/1/2023 Page 2 of 4 Hardware PRODUCT UNIT QTY UNIT PRICE EXTENDED Heavy Duty Tablet 10" Pro Tablet with Full Install Kit (Android) Each 31.00 USD 825.00 USD 25,575.00 Actuator Kit for HD Android and Windows Each 31.00 USD 130.00 USD 4,030.00 Video Service Hardware Each 31.00 USD 195.00 USD 6,045.00 Camera Controller (Camera Not Included) Each 31.00 USD 475.00 USD 14,725.00 Monitor for Camera Controller Each 3.00 USD 40.00 USD 120.00 Camera Power Kit Each 31.00 USD 38.00 USD 1,178.00 Camera Cable Adapter (Connection to H Camera MDVR) Each 186.00 USD 40.00 USD 7,440.00 Hardware TOTAL: USD 59,113.00 Services PRODUCT UNIT QTY UNIT PRICE EXTENDED Actuator Signal Installation Each 31.00 USD 190.00 USD 5,890.00 EasyRoute On-Site Training Per Day 3.00 USD 1,500.00 USD 4,500.00 EasyRoute Support Service Pack (30 Hours) Each 2.00 USD 6,750.00 USD 13,500.00 Project Management and Training Each 1.00 USD 15,000.00 USD 15,000.00 Vehicle Installation Each 31.00 USD 380.00 USD 11,780.00 Camera System Installation Each 31.00 USD 380.00 USD 11,780.00 Customer Camera Installation Add-On Each 155.00 USD 80.00 Services TOTAL: USD 12,400.00 USD 74,850.00 Support Fees PRODUCT UNIT QTY UNIT PRICE EXTENDED Monthly Service Fee Per Month 31.00 USD 149.00 USD 4,619.00 Auto Pickup System Fee Per Month 31.00 USD 20.00 USD 620.00 Cellular Data Charge (RD) Per Month 31.00 USD 15.00 USD 465.00 Cloud Hosting Per Month 1.00 USD 599.00 USD 599.00 Picture Service Fee Per Month 31.00 USD 45.00 USD 1,395.00 Premium Video System Fee Per Month 31.00 USD 61.00 USD 1,891.00 RouteMaker Subscription Per Month 1.00 USD 497.92 USD 497.92 EasyRoute Subscription Per Month 1.00 USD 2,376.00 USD 2,376.00 4664 HERE Road Network Renewal Per Month 1.00 USD 148.50 USD 148.50 Support Fees TOTAL: USD 12,611.42 Page 61 of 227 Q-03215-3 - 5/1/2023 Page 3 of 4 Payment Terms - Hardware and Software: 50% deposit due upon execution of order, 50% due receipt of hardware Support Fees: Due quarterly in advance per Support Plan terms and conditions 100% of the upfront order total is due upon execution and prior to delivery Additional Terms - Customer is authorized to route up to forty (40) vehicles with the EasyRoute software. Travel and Expenses not to exceed $37,000.00. Freight not to exceed $700.00. Additional Terms: If Data usage is greater than 1GB per vehicle per month, Routeware may limit network speeds or limit the actual downloading of video files. Terms & Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions as described in Contract No. 22300707, Technology Services Contract, between City of College Station and Routeware, Inc., with a date Effective as of the final signatory. This system requires a specific server to operate Routeware software, which may need to be purchased separately. This system requires cellular connectivity for each vehicle which may need to be purchased separately. If route sequencing by Routeware is a requirement, additional professional services fees may apply. On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware. Any lapse in support voids perpetual license. Page 62 of 227 Q-03215-3 - 5/1/2023 Page 4 of 4 City of College Station Signature: Date: Name (Print): Title: Routeware Global Signature: Date: Name (Print): Title: Please sign and email to Kevin Hahn at khahn@routeware.com or fax to (503) 906-8544 Reviewed By: ControllerLanae Bulkley 6/9/2023 Page 63 of 227 Contract No. 22300707 Technology Services Contract Form09-0l-2021 ExhibitC Certificates of Insurance Page 64 of 227 05/16/2023 Insurance Partners, LLC dba: Frinell Risk Advisors PO Box 699 Lake Oswego OR 97034-0066 Mason Kimmel, RCLS (503) 210-2300 (503) 210-2323 mkimmel@frinellrisk.com Routeware, Inc.; Routeware TopCo, LLC 16525 SW 72nd Ave. Portland OR 97224 Continental Casualty Company 20443 The Continental Insurance Company 35289 Allmerica Financial Benefit Insurance Co.41840 Hanover Insurance Company 22292 '23 Cyber Renewal A Y 7034317032 08/18/2022 08/18/2023 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 A Y 7034346742 08/18/2022 08/18/2023 1,000,000 B 10,000 7034317029 08/18/2022 08/18/2023 4,000,000 4,000,000 C W22H464456 01/16/2023 01/16/2024 1,000,000 1,000,000 1,000,000 D Tech Errors & Omissions / Cyber Liability LH2-J366440-00 04/01/2023 04/01/2024 Per Occurrence $5,000,000 Aggregate Limit $5,000,000 Retroactive Date 09/21/2021 City of College Station is included as an Additional Insured per the terms and conditions of the policy forms attached. A Waiver of Subrogation is provided in favor of the certificate holder if required by written contract. City of College Station Attn: Risk Manager 1101 Texas Ave. College Station TX 77840 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Page 65 of 227 /&�Hanover � Jnsurance Group,. W22 H464456 0901695 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule AZ, AR, FL, GA, IL, MS, MO, OR, TX THIS ENDORSEMENT APPLIES AS A BLANKET WAIVER OF SUBROGATION FOR THOSE PARTIES HAVING A WRITTEN CONTRACT WITH THE POLICYHOLDER REQUIRING A WAIVER OF SUBROGATION FOR WORKERS COMPENSATION COVERAGE OF THE POLICYHOLDERS EMPLOYEES. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Insured Insurance Company WC 00 0313 (Ed. 4-84) Effective Policy No. Endorsement No. Premium Countersigned by ________________ _ Copyright 1983 National Council on Compensation Insurance. Page 66 of 227 -!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured • Primary And Non-Contributory To Additional lnsured's Insurance 3. Bodily Injury-Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury -Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability -Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury • Limited Contractual Liability 17. Property Damage • Elevators 18. Supplementary Payments 19. Property Damage -Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation -Blanket CNA74872XX (1-15) Page 1of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 67 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named lnsured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Page 2of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 68 of 227 iiiiiiiiii --!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named lnsured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions -Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named lnsured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Page 3of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 69 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named lnsured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named lnsured's acts or omissions; or b. the acts or omissions of those acting on the Named lnsured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Page 4of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 70 of 227 -!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization I Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named lnsured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Page 5of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 71 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named lnsured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named lnsured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names {dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Page 6of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 72 of 227 --!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. 7. EXPECTED OR INTENDED INJURY -EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named lnsured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Page 7of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 73 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the lnsured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named lnsured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Page 8of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 74 of 227 -iiiiiiii -!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named lnsured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named lnsured's business; when such bodily injury arises out of a health care incident. the Named lnsured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named lnsured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named lnsured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Page 9of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 75 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY -DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1 )(a)(ii). and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named lnsured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Page 10of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 76 of 227 ---!!!!!!!!!!!!!!! CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C -Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Page 11 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 77 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY· LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Page 12of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 78 of 227 iiiiiiii -- CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named lnsured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS -COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY· LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE -ELEVATORS A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE -ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS -COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE· PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE· PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Page 13of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 227 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION· BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Page 14of14 CONTINENTAL CASUALTY COMPANY Insured Name: ROUTEWARE TOPCO I LLC Policy No: 7034317032 Endorsement No: 8 Effective Date: 08/18/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 227 CNA II EXTENDED COVERAGE -BA PLUS -FOR HIRED AND NON-OWNED AUTOS Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee-Hired Autos B. Increased Loss of Earnings Allowance c. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II -COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1 . Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement No: 5; Page: 1 of 4 Endorsement Expiration Date: Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. Policy No: BUA 7034346742 Policy Effective Date: 08/18/2022 Policy Page: 38 of 49 Page 81 of 227 CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II -WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II -COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II -COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement No: 5; Page: 2 of 4 Endorsement Expiration Date: Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. Policy No: BUA 7034346742 Policy Effective Date: 08/18/2022 Policy Page: 39 of 49 Page 82 of 227 CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.( 1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. Ill. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement No: 5; Page: 3 of 4 Endorsement Expiration Date: Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. Policy No: BUA 7034346742 Policy Effective Date: 08/18/2022 Policy Page: 40 of 49 Page 83 of 227 CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement No: 5; Page: 4 of 4 Endorsement Expiration Date: Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. Policy No: BUA 7034346742 Policy Effective Date: 08/18/2022 Policy Page: 41 of 49 Page 84 of 227 Andrews Software, Inc. Banneker (Routeware) Investors Core Computing Solutions, Inc. EasyRoute, Inc. ReCollect Systems, Inc Routeware Global, Inc. Routeware Holdco, LLC Routeware Holdings, Inc. Routeware, Inc. Webaspx Holdings Limited (plus subsidiaries) Corporation, Additional Named Insured Limited Liability Company, Additional Named Insured Corporation, Additional Named Insured Corporation, Additional Named Insured Corporation, Additional Named Insured C Corporation, Additional Named Insured Limited Liability Company, Additional Named Insured Corporation, Additional Named Insured Corporation, Doing Business As Additional Named Insured Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC Page 85 of 227 June 22, 2023 Item No. 7.5. Rescue Vehicle Purchase Sponsor: Billy Couch Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action regarding purchasing a rescue vehicle (armored tactical vehicle) from Lenco Industries, Inc. for $320,695. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff respectfully recommends approval to purchase the rescue vehicle from Lenco Industries, Inc. through their Houston-Galveston Area Council Purchasing Cooperative (HGACBuy) contract (#AM10-20). Summary: This is an armored rescue vehicle built to respond to tactical rescue missions during high risk, active threat situations. The vehicle is rated to withstand multiple rifle rounds, protecting law enforcement and civilians being delivered or removed from the active threat area. The vehicle is also equipped with additional equipment which allows for breaching capabilities, chemical munitions deployment and public announcement through speakers when dealing with tactical situations or civil unrest. HGACBuy is a purchasing cooperative for public agencies. All products and services available for purchase through HGACBuy contracts have been competitively bid and awarded in compliance with local and state purchasing statutes. Budget & Financial Summary: This vehicle is being purchased in partnership with Bryan Police Department, University Police Department and Brazos County Sheriff’s Office. According to the ILA adopted on March 9, 2023, the City of College Station will be responsible for the initial purchase of the vehicle and will then invoice the other parties in the ILA for one-quarter of the purchase price. Total cost is $320,695.00. The vehicle is expected to take 12 months to build. Payment is not made until the vehicle is completed and the College Station Police Department agrees to the final product. The Police Department has sufficient FY23 operating budget to cover the purchase. Attachments: 1. Coversheet - Rescue Vehicle 2. Rescue Vehicle -HGAC Contract Quote Final Page 86 of 227 June 22, 2023 Consent Agenda Item No. Purchase of Rescue Vehicle To:Bryan Woods, City Manager From:Chief Billy Couch, Police Department Agenda Caption: Presentation, discussion, and possible action regarding the purchase of a Rescue Vehicle (armored tactical vehicle) from Lenco Industries, Inc. through the Houston- Galveston Area Council Purchasing Cooperative (HGACBuy) contract (#AM10-20) for the amount of $320,695.00. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff respectfully recommends approval to purchase the Rescue Vehicle from Lenco Industries, Inc. through their HGACBuy contract. Background & Summary: This is an armored rescue vehicle built to respond to tactical rescue missions during high risk, active threat situations. The vehicle is rated to withstand multiple rifle rounds, protecting law enforcement and civilians being delivered or removed from the active threat area. The vehicle is also equipped with additional equipment which allows for breaching capabilities, chemical munitions deployment and public announcement through speakers when dealing with tactical situations or civil unrest. HGACBuy is a purchasing cooperative for public agencies. All products and services available for purchase through HGACBuy contracts have been competitively bid and awarded in compliance with local and state purchasing statutes. Reviewed and Approved by Legal: N/A Budget & Financial Summary: This vehicle is being purchased in partnership with Bryan Police Department, University Police Department and Brazos County Sheriff’s Office. Per the MOU passed on March 9, 2023, the City of College Station will be responsible for the initial purchase of the vehicle and will then invoice the other parties in the MOU for one-quarter of the purchase price. Total cost is $320,695.00. The vehicle is expected to take 12 months to build. Payment is not made until the vehicle is completed and the College Station Police Department agrees to the final product. The Police Department has sufficient FY23 operating budget to cover the purchase. Attachments: HGACBuy/Lenco Industries, Inc. Quote Page 87 of 227 Contract No.:AM10-20 Date Prepared:5/30/2023 Buying Agency:Contractor: Contact Person: Prepared By: Phone:Phone: Fax:Fax: Email:Email: Product Code:AM20HHC01 Description: 200704 Cost Cost Diesel Engine, 6.7L Turbo 8859 Roof Mounted Remote Control Spot Light - LED - Qty (4)5616 22.5" Tire and Wheel Upgrade 8800 Armored Oil Pan Guard 1936 4-Door Configuration 7858 Intercom System Inside to Outside 2871 (1) 7" Vertical GunPort Upgrade - Qty (8)1216 5 Pack Mag Kit 975 Electric Power Mirrors 1508 Weapon Mount 1200 Back up Camera System with Monitor 2297 LRAD T-Lock Mount 1628 Radio Prep Package, (1) Max (2)502 Rear A/C - Heating System: High Capacity 2972 Rear A/C - Heating Systems: High Capacity Upgrade 4210 Hydraulic Ram Upgrade wFront Mounted Receiver with Ram Post and Plate 12479 Gas Injector Unit 14552 Break and Rake 1200 Subtotal B: 80679 Cost Cost 31120 6800 1392 Subtotal C: 39312 14% 1 320695 =Subtotal D: 320695 Subtotal E: 1000 Cost Cost -1000 Subtotal F: -1000 320695G. Total Purchase Price (D+E+F): Delivery Date: 365 Days ARO (Est.) LRAD Wiring Kit (For Internal controls)Subtotal From Additional Sheet(s): Quantity Ordered: Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit Price plus Published Options (A+B). Description Description Discount - Customer does not pay OPC F. Trade-Ins / Special Discounts / Other Allowances / Freight / Installation / Miscellaneous Charges X Subtotal of A + B + C: CONTRACT PRICING WORKSHEET For MOTOR VEHICLES Only BearCat G2, fully-armored tactical vehicle, F-550 chassis, 131" WB A. Product Item Base Unit Price Per Contractor's H-GAC Contract: 413-445-7865 This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly. City of College Station Alan Degelman 979-764-3561 adegelman@cstx.gov Lenco Industries, Inc. Rob Weisberger 413-841-8928 rweisberger@lencoarmor.com B. Published Options - Itemize below - Attach additional sheet(s) if necessary - Include Option Code in description if applicable. (Note: Published Options are options which were submitted and priced in Contractor's bid.) Subtotal From Additional Sheet(s): LRAD 450XL Description Description C. Unpublished Options - Itemize below / attach additional sheet(s) if necessary. (Note: Unpublished options are items which were not submitted and priced in Contractor's bid.) E. H-GAC Order Processing Charge (Amount Per Current Policy) D. Total Cost Before Any Applicable Trade-In / Other Allowances / Discounts (A+B+C) Description Battery Trickle Charger For this transaction the percentage is: Description Page 88 of 227 June 22, 2023 Item No. 7.6. Ashburn Water Line Rehabilitation Sponsor: Gary Mechler, Director of Water Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action regarding a construction contract with Elliott Construction, LLC in the amount of $233,724 for the replacement of water lines in Ashburn Avenue. Relationship to Strategic Goals: Core services and infrastructure. Recommendation(s): Staff recommends approval. Summary: The Ashburn Water Line Rehabilitation Project involves the replacement of approximately 1,250 linear feet of 6-inch water line, 200 linear feet of 4-inch water line, and all service lines along this section of water main. The existing water main has reached the end of its useful service life and is in need of replacement. Ashburn Avenue will be milled and overlayed by the Public Works Department after the construction of this water line. Budget & Financial Summary: A budget of $294,330 is included for this project in the Water Capital Improvement Projects Fund. A total of $44,250 has been expended or committed to date, leaving a balance of $250,080 for this contract and related expenses. Attachments: 1. 23-064 Bid Tabulation 2. Project Location Map 3. Contract 23300561 Page 89 of 227 City of College Station - Purchasing DivisionBid Tabulation for #23-064 "Ashburn Waterline Rehabiliation Project"Open Date: Wednesday, May 4, 2023 @ 2:00 PM CTITEM QTY UNIT DESCRIPTION UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICEGeneral Construction Items11LSMobilization$30,000.00 $30,000.00 $10,500.00 $10,500.00 $50,886.00 $50,886.00 $22,000.00 $22,000.0021LSTraffic Control$8,000.00 $8,000.00 $5,800.00 $5,800.00 $21,450.00 $21,450.00 $15,000.00 $15,000.0031LSErosion and Sedimentation Control$11,180.00 $11,180.00 $3,500.00 $3,500.00 $14,800.00 $14,800.00 $20,000.00 $20,000.004 816 SFBlock Sodding (1111/1119/1201 Ashburn, 800 Woodland Pkwy, and 16 SF Per Water Service Connection)$3.00 $2,448.00 $1.50 $1,224.00 $4.00 $3,264.00 $5.00 $4,080.005 1460 LFTrench Safety$2.50 $3,650.00 $4.00 $5,840.00 $2.00 $2,920.00 $2.50 $3,650.00Clearing and Demolition Items6 1130 LFBase Failure Repairs, performance of 8” full depth base failure repair w/ type A or D cement stabilitzed (4%) recycled crushed concrete base. Pricing should include all material and labor costs. $40.00 $45,200.00 $15.00 $16,950.00 $21.00 $23,730.00 $11.00 $12,430.00Roadway Construction Items735LFRemove & Replace 6" Curb and Gutter$55.00 $1,925.00 $60.00 $2,100.00 $75.00 $2,625.00 $90.00 $3,150.00816SYRemove & Replace Concrete Apron$215.00 $3,440.00 $140.00 $2,240.00 $180.00 $2,880.00 $400.00 $6,400.00965SYRemove & Replace Gravel Drive (Woodland Pkwy)$50.00 $3,250.00 $25.00 $1,625.00 $45.00 $2,925.00 $135.00 $8,775.0010 746 SYRemove & Replace 8.5" Cement Stabilized TxDOT Type D Crushed Concrete$40.00 $29,840.00 $40.00 $29,840.00 $50.00 $37,300.00 $60.50 $45,133.00Sanitary Sewer Construction Items11 40 LF6" SDR26-ASTM D2241 PVC Sanitary Sewer Line by Open Cut with Full Depth Cement Stabilized Sand Backfill $65.00 $2,600.00 $85.00 $3,400.00 $185.00 $7,400.00 $150.00 $6,000.00Water Construction Items1220 LF14" Diameter 3/8" Thick Steel Casing Pipe w/ 6" AWWA C-900 DR14 PVC Water Line by Bore$1,075.00 $21,500.00 $480.00 $9,600.00 $428.00 $8,560.00 $1,100.00 $22,000.00131,205 LF6" AWWA C-900 DR14 PVC Water Line by Open Cut with Full Depth Cement Stabilized Sand Backfill$70.00 $84,350.00 $58.00 $69,890.00 $126.00 $151,830.00 $101.00 $121,705.0014215 LF4" AWWA C-900 DR14 PVC Water Line by Open Cut with Full Depth Cement Stabilized Sand Backfill$65.00 $13,975.00 $50.00 $10,750.00 $74.00 $15,910.00 $100.00 $21,500.0015 2EA6" Gate Valve$1,525.00 $3,050.00 $1,600.00 $3,200.00 $3,100.00 $6,200.00 $1,715.00$3,430.0016 1EA4" Gate Valve$1,170.00 $1,170.00 $1,300.00 $1,300.00 $2,800.00 $2,800.00 $1,450.00$1,450.0017 1EA6"x4"Tee $635.00 $635.00 $625.00 $625.00 $950.00 $950.00 $890.00 $890.0018 2EA6"x6"Tee$1,380.00 $2,760.00 $650.00 $1,300.00 $1,100.00 $2,200.00 $856.00 $1,712.0019 2EA4"x45° Bend$390.00 $780.00 $350.00 $700.00 $600.00 $1,200.00 $587.00 $1,174.0020 1EA4"x22.5° Bend$390.00 $390.00 $350.00 $350.00 $600.00 $600.00 $582.00 $582.0021 1EA4"x11.25° Bend$390.00 $390.00 $350.00 $350.00 $600.00 $600.00 $582.00 $582.0022 8EA6"x45° Bend $480.00 $3,840.00 $450.00 $3,600.00 $1,100.00 $8,800.00 $603.00 $4,824.0023 8EAInstall 3/4" Type "K" Short Service $1,290.00 $10,320.00 $1,100.00 $8,800.00 $2,600.00 $20,800.00 $1,550.00 $12,400.0024 12EAInstall 3/4" Type "K" Long Service $2,025.00 $24,300.00 $1,900.00 $22,800.00 $4,100.00 $49,200.00 $3,600.00 $43,200.0025 2EAConnect to Existing Water Line$1,100.00 $2,200.00 $1,200.00 $2,400.00 $3,800.00 $7,600.00 $3,000.00$6,000.0026 1,440LF Temporary Water$5.00 $7,200.00 $1.00 $1,440.00 $61.00 $87,840.00 $12.00 $17,280.0027 2EAFire Hydrant Assembly$6,855.00 $13,710.00 $6,800.00 $13,600.00 $7,100.00 $14,200.00 $7,000.00 $14,000.00TOTAL BASE BID - ALL ITEMS$190,570.00 $150,705.00Terra Bella Construction, LLC College Station, TX$64,730.00$12,430.00$63,458.00$6,000.00$272,729.00$419,347.00$332,103.00 $233,724.00NOTES:$549,470.00D&S Constracting, Inc. College Station, TX Elliott Construction LLC. Bryan TXCATEGORY - TOTALCATEGORY - TOTALCATEGORY - TOTAL$35,805.00$55,278.00$379,290.00$2,600.00 $3,400.00 $7,400.00$45,730.00Norman Construction Services, LLC Wellborn TXCATEGORY - TOTALCATEGORY - TOTAL$26,864.00 $93,320.00$45,200.00 $16,950.00 $23,730.00$38,455.0023-064 Tabulation Ashburn Waterline RehabilitationPage 1 of 1Page 90 of 227 GILCHRISTAVENUEASHBURN AVENUE W O O D L A N D P A R K W A Y MARSTELLERAVENUE A A B B C C D D E E 5 5 4 4 3 3 2 2 1 1 Legend Project Location Rivers and Streams BCAD Parcels±0 290 580 870 1,160 1,45072.5 145 217.5Feet Feet Ashburn Water Line RehabProject Page 91 of 227 CONTRACT & AGREEMENT ROUTING FORM __Original(s) sent to CSO on _____ Scanned into Laserfiche on _________ ____Original(s) sent to Fiscal on ________ CONTRACT#: PROJECT#: _________ BID/RFP/RFQ#: Project Name / Contract Description: _ Name of Contractor: CONTRACT TOTAL VALUE: $ Grant Funded Yes No If yes, what is the grant number: Debarment Check Yes No N/A Davis Bacon Wages Used Yes No N/A Section 3 Plan Incl. Yes No N/A Buy America Required Yes No N/A Transparency Report Yes No N/A NEW CONTRACT RENEWAL # _____ CHANGE ORDER # _____ OTHER ______________ BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost, summary tabulation) (If required)* CRC Approval Date*: __________ Council Approval Date*: ____________ Agenda Item No*: ______ --Section to be completed by Risk, Purchasing or City Secretary’s Office Only— Insurance Certificates: ______ Performance Bond: ________ Payment Bond: ________ Info Tech: _______ SIGNATURES RECOMMENDING APPROVAL __________________________________________ _________________________________ DEPARTMENT DIRECTOR/ADMINISTERING CONTRACT DATE __________________________________________ _________________________________ ASST CITY MGR – CFO DATE __________________________________________ _________________________________ LEGAL DEPARTMENT DATE APPROVED & EXECUTED __________________________________________ _________________________________ CITY MANAGER DATE __________________________________________ _________________________________ MAYOR (if applicable) DATE __________________________________________ _________________________________ CITY SECRETARY (if applicable) DATE 23300561 WA2203 22-064 Ashburn Water Line Rehab/ Construction Contract Elliott Construction, LLC 233,724 n n n n n Budget of $294,330 is included for this project in the Water Capital Improvements Projects fund. A total of $44,250 has been expended or committed to date, leaving a balance of $250,080 for this contract and future expenditures. n/a 6/22/23 bw bw n/a n/a n/a 6/9/2023 6/13/2023 6/13/2023 Page 92 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 1 CITY OF COLLEGE STATION STANDARD FORM OF CONSTRUCTION AGREEMENT This Agreement is entered into by and between the City of College Station, a Texas home-rule municipal corporation (the “City”) and ______________________________________________________ (the “Contractor”) for the construction and/or installation of the following: _________________________________________________________________________________________. 1. DEFINITIONS 1.01 Calendar Day.The term "calendar day" shall mean any day of the week or month, no days being excepted. 1.02 City.The term "City" shall mean and be understood as referring to the City of College Station, Texas. 1.03 City’s Consultant.The term “City’s Consultant” or “Consultant” shall mean and be understood as referring to the City’s design professional(s) for the Project. 1.04 City's Representative.The term "City's Representative" or "Representative" shall mean and be understood as referring to the City Manager or his delegate or delegates, including a project management firm if applicable, who shall act as City's agent. 1.05 Contingency Amount.The term “Contingency Amount” shall mean and be understood as referring to the amount established and appropriated by the City, to be used exclusively by the City and in the City’s sole discretion, to pay City-authorized costs associated with Change Orders and other related expenses for this Project. The Contractor agrees that the Contingency Amount, if any, is established by and is for the sole use of the City, that the Contingency Amount is not included in the Contract Amount, and that the Contractor has no right to use or receive any Contingency Amount unless authorized by the City in a written and duly authorized change order. The City’s Contingency Amount is: ___________________________________________________________ and ______/100 Dollars ($______________________). 1.06 Contract Amount.The term “Contract Amount” shall mean the amount of Contractor’s lump sum base bid proposal, together with all alternates, as accepted by the City in accordance with the Contractor’s Proposal. In the case of a unit price contract, Contract Amount shall mean the sum of the product of all unit prices multiplied by the respective estimated final quantities of work, for all base bid and alternates, as accepted by the City. Except in the event of a duly authorized change order approved by the City as provided in this Agreement, and in consideration of the Contractor’s final completion of all Work in conformity with this Agreement, the City shall pay the Contractor an amount not to exceed:_________________________________________________________ and ______/100 Dollars ($______________________). 1.07 Contract Documents.The term "Contract Documents" shall mean those documents listed in Section 2.01. 1.08 Contractor.The term "Contractor" shall mean the person(s), partnership, or corporation who has agreed to perform the Work contemplated in this Agreement and the other Contract Documents. 1.09 Contractor’s Proposal.The term “Contractor’s Proposal” shall mean the document provided by the Contractor in response to, and shall include all information required by the City’s Request for Proposal/Invitation to Bid for the Project. Page 93 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 2 1.10 Extra Work.The term "Extra Work" shall mean and include work that is not covered or contemplated by the Contract Documents but that may be required by City's Representative and approved by the City in writing prior to the work being done by the Contractor. 1.11 Final Completion.The term "Final Completion" shall mean that all the Work has been completed, all final punch list items have been inspected and satisfactorily completed, all payments to materialmen and subcontractors have been made, all documentation and warranties have been submitted, and all closeout documents have been executed and approved by the City. 1.12 Hazardous Substance.The term "Hazardous Substance" shall mean and include any element, constituent, chemical, substance, compound, or mixture, which is defined as a hazardous substance by any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean- up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCRA"), The Toxic Substances Control Act ("TSCA"), The Clean Water Act ("CWA"), The Clean Air Act ("CAA"), and the Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA"), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all such laws, rules and regulations being referred to collectively as "Environmental Laws"). 1.13 Environmental Laws.The term “Environmental laws” shall mean collectively, any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCRA"), The Toxic Substances Control Act ("TSCA"), The Clean Water Act ("CWA"), The Clean Air Act ("CAA"), and the Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA"), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws. 1.14 Interpretation of Phrases.Whenever the words "directed", "permitted", "designated", "required", "considered necessary", "prescribed", or words of like import are used, it is understood that the direction, requirement, permission, order, designation, or prescription of City's Representative is intended. Similarly, the words "approved", "acceptable", "satisfactory", or words of like import shall mean approved by, accepted by, or satisfactory to City's Representative. 1.15 Nonconforming work.The term "nonconforming work" shall mean Work or any part thereof that is rejected by City’s Representative as not conforming with the Contract Documents. 1.16 Parties.The "parties" are the City and the Contractor. 1.17 Project.The term "Project" shall mean the construction of an improvement to real property where the Work comprises either whole or a part of such construction and which may include construction by the City or separate contractors. 1.18 Project Manager.The term “Project Manager” shall mean the Contractor’s Project Manager. The Project Manager shall assist the City in performing various administrative and oversight duties relating to the Work, subject to limitations in authority that must be verified by Contractor. Page 94 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 3 1.19 Subcontractor.The term "subcontractor" shall mean and include only those hired by and having a direct contract with Contractor for performance of work on the Project. The City shall have no responsibility to any subcontractor employed by a Contractor for performance of work on the Project, and all subcontractors shall look exclusively to the Contractor for any payments due. 1.20 Substantially Completed.The term "Substantially Completed" means that in the opinion of the City's Representative the Project, including all systems and improvements, is in a condition to serve its intended purpose but still may require minor miscellaneous work and adjustment. Final payment of the Agreement Price, including retainage, however, shall be withheld until Final Completion and acceptance of the Work by the City. Acceptance by the City shall not impair or waive any warranty obligation of Contractor. 1.21 Work.The term "Work" as used in this Agreement shall mean the construction and services required by the Contract Documents and Exhibits, including any duly authorized change orders, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill its obligations. The Work may constitute the whole or a part of the Project. The Work includes but is not limited to all labor, parts, supplies, skill, supervision, transportation, services, and other facilities and all other items needed to produce, construct, and fully complete the Project. 1.22 Working Day.A "working day" means any day not including Saturdays, Sundays, or legal holidays. 2. CONTRACT DOCUMENTS 2.01 The Contract Documents and their priority shall be as follows: (a)This signed Agreement. (b)Addendum to this Agreement. (c)General Conditions, as may be applicable. (d)Special Conditions, as may be applicable. (e)Specifications, including the technical specifications set out at BCS Unified Design Guidelines (“Specifications”). (f)Plans. (g)Instructions to Bidders and any other notices to Bidders or Contractor. (h)Performance bond, Payment bonds, Bid bonds and Special bonds. (i)Contractor's Proposal. 2.02 Where applicable, the Contractor will be furnished three (3) sets of plans, specifications, and related Contract Documents for its use during construction. Plans and Specifications provided for use during construction shall be furnished directly to the Contractor only. 2.03 The Contractor shall distribute copies of the Plans and Specifications to suppliers and subcontractors as necessary. The Contractor shall keep one (1) copy of the Plans and Specifications accessible at the work site with the latest revisions noted thereon. For proper execution of the Work contemplated by this Agreement, additional sets of drawings, plans and specifications may be purchased by the Contractor. 2.04 All drawings, specifications, and copies thereof furnished by the City shall not be re-used on other work, and with the exception of one (1) copy of the signed Contract Documents, all documents, including sets of the Plans and Specifications and “as built” drawings, are to be returned to the City on request at the completion of the Work. All Contract Documents, models, mockups, or other representations are the property of the City. Page 95 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 4 2.05 In the event of inconsistencies within or between parts of the Contract Documents, the Contractor shall (1) provide the better quality or greater quantity of Work, or (2) comply with the more stringent requirement, either or both in accordance with the City’s interpretation. The terms and conditions of this Section2.05,however, shall not relieve the Contractor of any of the obligations set forth in Sections 8.01. and 8.02 of this Agreement. 3. AWARD OF CONTRACT 3.01 Upon the notice of intent to award of the contract by the City, the parties shall execute this Agreement, and the Contractor shall deliver to City's Representative all documents, bonds, and certificates of insurance required herein. 3.02 Time is of the essence of this Agreement.Accordingly, the Contractor shall be prepared to perform the Work in the most expedient and efficient possible manner in order to complete the Work by the times specified in this Agreement for Substantial Completion and Final Completion. In addition, the Contractor's work on the Project shall be commenced on the date to be specified in the City’s written notice to proceed.The notice to proceed may not be given, nor may any Work be commenced, until this Agreement is fully executed and complete, includingall required exhibits and other attachments, particularly those required under Sections 27 and 28 (Insurance & Bonds). 4. CITY'S REPRESENTATIVE 4.01 The Contractor shall forward all communications, written or oral, to the City through the City's Representative. 4.02 The City's Representative may periodically review and inspect the Work of the Contractor. 4.03 The City's Representative shall appoint, from time to time, such subordinate supervisors or inspectors as City's Representative may deem proper to inspect the Work performed under this Agreement and ensure that said Work is performed in accordance with the Plans and Specifications. 4.04 The City’s Representative shall interpret questions concerning the Contract Documents. The City’s inspector has authority to reject any of the Work for failure to comply with the Contract Documents and/or applicable laws. 4.05 Should the Contractor object to any orders by any subordinate supervisor or inspector, the Contractor may, within two (2) days from receipt of such order, make written appeal to City's Representative for his decision. 5. INDEPENDENT CONTRACTOR 5.01 In all activities or services performed hereunder, the Contractor is an independent contractor and not an agent or employee of the City. The Contractor, as an independent contractor, shall be responsible for the final product contemplated under this Agreement. Except for materials furnished by the City, the Contractor shall supply all materials, equipment and labor required for the execution of the Work. The Contractor shall have ultimate control over the execution of the Work under this Agreement. The Contractor shall have the sole obligation to employ, direct, control, supervise, manage, discharge, and compensate all of its employees and subcontractors, and the City shall have no control of or supervision over the employees of the Contractor or any of the Contractor's subcontractors except to the limited extent provided for in this Agreement. Page 96 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 5 5.02 Standard of Care.The Work shall be performed in a good and workmanlike manner, and in accordance with this Agreement, and all applicable laws, codes, and regulations. The construction of the Project is subject to amendments and adjustments to the Contract required by any applicable changes in regulations or requested or approved by in writing by the City. If at any time during the progress of the Work the Contractor becomes aware of any errors or omissions in the Plans or Specifications for this Project or that the Agreement deviates from applicable legal requirements, Contractor shall promptly provide written notice thereof to the City. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. 5.03 The Contractor shall retain personal control and shall give its personal attention to the faithful prosecution and completion of the Work and fulfillment of this Agreement. The Contractor shall be responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. The subletting of any portion or feature of the Work or materials required in the performance of this Agreement shall not relieve the Contractor from its obligations to the City under this Agreement. The Contractor shall appoint and keep on the Project site during the progress of the Work, including at all times subcontractors are present at the Project site, a competent English speaking Project Manager and/or superintendent and any necessary assistants, all satisfactory to City's Representative, to act as the Contractor's representative and to supervise its employees and subcontractors. All directions given to the Project Manager and/or superintendent shall be binding as if given to the Contractor. Adequate supervision by competent and reasonable representatives of the Contractor is essential to the proper performance of the Work, and lack of such supervision shall be grounds for suspending the operations of the Contractor and is a breach of this Agreement. 5.04 Unless otherwise stipulated, the Contractor shall provide and pay for all labor, materials, tools, equipment, transportation, facilities, and drawings, including engineering, and any other services necessary or reasonably incidental to the performance of the Work by the Contractor. Any additional work, material, or equipment needed to meet the intent of this provision shall be supplied by the Contractor without claim for additional payment, even though not specifically mentioned herein. 5.05 Any injury or damage to the Contractor or the Project caused by an act of God, natural cause, a party or entity not privy to this Agreement, or other force majeure shall be assumed and borne by the Contractor. 6. DISORDERLY EMPLOYEES The Contractor agrees to employ only orderly and competent employees skillful in the performance of the type of work required, and agrees that whenever City's Representative shall inform the Contractor in writing that any person or persons on the Project are, in his opinion, incompetent, unfaithful, or disorderly, such person or person shall be discharged from the Project and shall not again be re-employed on the site or the Project without City's Representative's written permission. 7. HOURS OF WORK The Contractor may work Monday through Friday from 7 a.m. to 6 p.m., exclusive of Saturdays, Sundays, or legal holidays. The Contractor may work overtime, weekends, and holidays only when approved in advance by the City's Representative. The time for Substantial Completion shall not be affected in any way by inclusion of this section or by the City's consent or lack of consent to work outside of the times specified in this Agreement. 8. NATURE OF THE WORK 8.01 It is understood and agreed that the Contractor has, by careful examination, studied and compared the Plans and other Contract Documents, satisfied itself as to the nature and location of the Work, the conditions of Page 97 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 6 the ground and soil, the nature of any structures, the character, quality, and quantity of the material to be utilized, the character of equipment and facilities needed for and during the prosecution of the Work, the time needed to complete the Work, Contractor's ability to meet all deadlines and schedules required by this Agreement, the general and local conditions, including but not limited to weather, and all other matters that in any way affect the Work under this Agreement. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered, or which reasonably should have been discovered by the Contractor shall be reported promptly to the City as a request for information in such form as the City may require. However, the Contractor shall not perform any act or do any Work that places the safety of persons at risk or potentially damages materials or equipment used in the Project, and the Contractor shall do nothing that would render any test or tests erroneous. 8.02 Any design errors or omissions noted by the Contractor shall be reported promptly to the City, but it is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. Any nonconformity discovered by or which reasonably should have been discovered or made known to the Contractor shall be reported promptly to the City. 8.03 If the Contractor fails to perform the obligations of Sections 8.01. and 8.02., the Contractor shall pay such costs and damages to the City as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the City for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized or reasonably should have recognized such error, inconsistency, omission or difference and knowingly failed to report it to the City. 9. POST-AGREEMENT AWARD MEETINGS 9.01 Prior to the commencement of the Work, the parties shall meet and attend a post-agreement award meeting at the time and place determined by City's Representative. At the post-agreement award meeting, the parties shall meet, discuss, and finalize all schedules, including commencement date, and/or specifications submitted for review. No later than ten (10) days prior to the post-agreement award meeting, the Contractor shall submit to City's Representative the following documents: (a)Schedule for performance of the Work (“Construction Schedule”). Project Schedule contemplated, including the starting and ending date, as well as an indication of the completion of stages of Work hereunder. Such document, once approved by the City and, if applicable, the City’s Consultant shall be incorporated into this Agreement as a Contract Document and attached hereto as Exhibit E. If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the City and Consultant and resubmitted for acceptance. The Construction Schedule shall not be modified except by written change order. Additional days or changes to the number of days in the Construction Schedule shall also be by written change order. After a written change order is approved and fully executed by all parties, the Contractor shall submit an updated Construction Schedule that reflects changes authorized by approved change orders. The Construction Schedule shall not exceed time limits current under the Contract Documents, shall be submitted with each pay application, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. (b)The names and addresses of all proposed subcontractors in writing. Page 98 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 7 (c)Schedules of the starting and ending dates of subcontractors and the scope of Work contemplated for subcontractors. (d)Name, local office, phone number and addresses and, home phone numbers for the Contractor and its Project Superintendent/Manager. (e)For construction projects, four (4) copies of all shop and/or setting drawings or schedules for the submission thereof, including PDF/electronic versions and CAD files. (f)Where applicable, materials procurement schedules and material supplier names, addresses and phone numbers. 9.02 The City's Representative, within five (5) working days after the initial post-agreement award conference or any other meetings, may submit minutes of the meeting to the Contractor. The Contractor shall thereafter have five (5) working days to review the minutes and make its objections, changes, or reductions thereto in writing. The Contractor shall thereafter sign the minutes and promptly return them to City's Representative. Where there is disagreement, City's Representative will make the final determination. 10. PROGRESS OF WORK 10.01 The Construction Schedule shall be in a detailed precedence-style critical path method (“CPM”) or primavera-type format satisfactory to the City and the Consultant. The Construction Schedule shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as “Milestone Dates”). If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the City and Consultant and resubmitted for acceptance. 10.02 Further, the parties shall be subject to the following: (a)The Contractor shall submit a Construction Schedule and schedule of values at the initial post- agreement award meeting and subsequent meetings. (b)City's Representative shall be entitled to make objections to the Contractor's Construction Schedule submitted herein. The Contractor shall promptly resubmit a revised Construction Schedule to City's Representative. (c)The Project Superintendent/Manager shall coordinate its activities with City's Representative. If required by the City, the Contractor shall provide a weekly schedule of planned activities, which may be reviewed on a daily basis. (d)The Contractor shall submit, at such time as may reasonably be requested by City's Representative, additional schedules that shall list the order in which the Contractor proposes to carry on the Work with dates at which the Contractor will start the several parts of the Work and the estimated dates of completion of the several parts. (e)The Contractor shall attend additional meetings called by City's Representative upon twenty-four (24) hours written notice unless otherwise agreed in writing by the parties. Page 99 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 8 (f)When the City is having other work done, either by agreement or by its own force, City's Representative may direct the time and manner of work done under this Agreement so that conflicts will be avoided and the various work being done by and for the City shall be coordinated. (g)In the event that it is determined by the City that the progress of the Work is not in accordance with the approved Construction Schedule, the City may so inform the Contractor and require the Contractor to take such action as is necessary to insure completion of the Project within the time specified. 10.03 The process of approving the Construction Schedule and updates to the Construction Schedule shall not constitute a warranty by the City that any non-Contractor milestones or activities will occur as set out in the Construction Schedule. Approval of the Construction Schedule does not constitute a commitment by the City to furnish any City-furnished information or material any earlier than the City would otherwise be obligated to furnish that information or material under the Contract Documents. Failure of the Work to proceed in the sequence scheduled by Contractor shall not alone serve as the basis for a claim for additional compensation or time. In the event there is interference with the Work which is beyond its control, Contractor shall attempt to reschedule the Work in a manner that will hold the additional time and costs beyond its control to a minimum. The Contractor shall monitor the progress of the Work for conformance with the requirements of the Construction Schedule and shall promptly advise the City of any delays or potential delays. In the event the Construction Schedule indicates any delays, the Contractor shall propose an affirmative plan to correct the delay. In no event shall any adjustment to the Construction Schedule constitute an adjustment in the Contract Time, any Milestone Date or the Contract Sum unless any such adjustment is agreed to by the City and authorized pursuant to Change Order. 10.04 The Contractor shall also prepare a submittal schedule promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Consultant’s approval. The Consultant’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (i) be coordinated with the Contractor’s Construction Schedule; and (ii) allow the Consultant reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 10.05 In the event the City determines that the performance of the Work, as of a Milestone Date or otherwise, has not progressed or reached the level of completion required by the Contract Documents, the City shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including, without limitation, (i) working additional shifts or overtime; (ii) supplying additional manpower, equipment, and facilities; and (iii) other similar measures (hereinafter referred to collectively as “Extraordinary Measures”). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The City’s right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor’s compliance with the Construction Schedule. (a)The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the City under or pursuant to this Subsection. (b)The City may exercise the rights furnished the City under or pursuant to this Subsection as frequently as the City deems necessary to ensure that the Contractor’s performance of the Work will comply with any Milestone Date or completion date set forth in the Contract Documents. Page 100 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 9 10.06 Work Stoppage.If in the judgment of either the City or City's Representative any of the Work or materials furnished is not in strict accordance with this Agreement or any portion of the Work is being performed so as to create a hazardous condition, they may, in their sole discretion, order the Work of the Contractor or any subcontractor wholly or partially stopped until any objectionable person, work, or material is removed from the premises. Such stoppage or suspension shall neither invalidate any of the Contractor's performance obligations under this Agreement, including the time of performance and deadlines therefore, nor will any extra charge be allowed the Contractor by reason of such stoppage or suspension. 11. SITE CONDITIONS AND MANAGEMENT 11.01 Where the Contractor is working around or in existing structures, it shall verify conditions at the site, including but not limited to, door openings and passages. Any items constructed or manufactured off-site or outside of buildings shall be done so that they are not too bulky for existing facilities. The Contractor shall provide special apparatus as required to handle any such items. All special handling equipment charges shall be at the Contractor's expense. Further, Contractor shall include in its price for the Work, all labor, materials, equipment and/or engineering services required to protect the adjacent properties and/or structures from damage due to performance of the Work. 11.02 The Contractor shall be responsible for all power, light, and water required to perform the Work. 11.03 Throughout the progress of the Work, the Contractor shall keep the working area free from debris of all types, and remove from premises all rubbish, resulting from any work being done by him. At the completion of the Work, the Contractor shall leave the premises in a clean and finished condition. Any failure to do so may be remedied and charged back to the Contractor. 11.04 Layout of Work.Except as specifically provided herein, the Contractor shall lay out all Work in a manner acceptable to City's Representative in accordance with applicable City of College Station codes and ordinances. City's Representative will review the Contractor's layout of all structures and any other layout work done by the Contractor at the construction meeting, or at the Contractor's request, but this review does not relieve the Contractor of the responsibility of accurately locating all Work in accordance with the Plans and Specifications. 11.05 Lines and Grades.All lines and grades shall be furnished by the Contractor. Benchmarks and control stakes have been provided by the City’s Representative. All benchmarks and control stakes shall be carefully preserved by the Contractor. In case of destruction or removal of the same by the Contractor, its subcontractors, or employees, such stakes, marks, etc. shall be replaced by the Contractor at the Contractor's expense. If the Contractor fails to do so, the City may do so and charge back the Contractor. Additional construction staking as needed for the Work, including lines and grades, shall be the sole responsibility of the Contractor, and the Contractor shall receive no extra time or compensation therefor. 11.06 The Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as any information furnished by the City, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the City and the Consultant any errors, inconsistencies or omissions discovered by or made known to the Contractor. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. Contractor acknowledges the City does not represent nor warrant the accuracy or completeness of information provided by the City related to existing conditions and Page 101 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 10 locations of existing utilities and services. Such information if provided, is provided to the Contractor as a matter of convenience and does not substitute for the Contractor using due diligence to reasonably observe and or to access space to determine errors, inconsistencies or omissions. In all cases of interconnection of the Work with existing conditions, Contractor shall verify at the site all dimensions relating to such existing conditions. 11.07 Contractor's Structures.The building or locating of structures or the erection of tents or other forms of protection will be permitted only at such places as City's Representative shall permit. The Contractor shall not damage the property where such structures are allowed and shall at all times maintain sanitary conditions in and about such structures in a manner satisfactory to the City. The City may charge the Contractor for any damage or injury to the City, its property, or third persons as a result of the location or use of such structures. 11.08 The Contractor and any entity over whom the Contractor has control shall not erect any sign on the Project site without the prior written consent of the City. 11.09 City may have other work related to the Project performed at the Project site during the time the Work is performed. Contractor should schedule its Work to coordinate with the work of other contractors and utilities with the understanding that some of that work may be performed at times other than as set out in the Contract Documents or as otherwise anticipated. City will endeavor to have such other work performed so as not to unduly interfere with Contractor's performance when Contractor notifies City of specific reasonable needs well in advance of those needs and where it is possible to do so. In the event of substantial delay caused by another contractor or a utility, after advance notice of its needs by Contractor, Contractor will be entitled to make a claim for an extension of time as provided herein. 11.10 When two or more contractors, including Contractor, are employed on related or adjacent work or obtain materials from the same material source, or when work must be completed by one contractor before another can begin, each shall conduct his operations in such a manner as not to cause any unnecessary delay or hindrance to the other. Each contractor, including Contractor if applicable, shall be responsible to the other for all damage to work, to persons, or to property caused to the other by his operations, and for loss caused the other due to unreasonable or unjustified delays or failure to finish the work or portions thereof, or furnish materials within the time requested. Should Contractor cause damage to the work or property of any separate contractor at the Project site, or should any claim arising out of Contractor's separate contractor at the Project site, or should any claim arising out of Contractor's performance of the Work be made by any separate contractor against Contractor, City or other consultants, or any other person, Contractor shall promptly attempt to settle with such other contractor by agreement, or to otherwise resolve the dispute. Contractor shall, to the fullest extent permitted by applicable laws, indemnify and hold City harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of architects, attorneys and other professionals and court costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any separate contractor against City to the extent based on a claim arising out of Contractor's negligence. 12. MATERIALS 12.01 Materials or work described in words that when so applied have well-known technical or trade meaning shall be held to refer to such recognized standards. All work shall be done and all materials furnished in strict conformity with this Agreement, the other Contract Documents, and recognized industry standards. When specific products, systems or items of equipment are referred to in the Contract Documents, any ancillary devices necessary for connecting the products, systems or items of equipment shall also be provided. When standards, codes, manufacturer’s instructions and guarantees are required by the Contract Documents, the current edition at the time of Contract execution shall apply, unless another edition is specified in the Contract Documents. References to standards, codes, manufacturer’s instructions and guarantees shall apply in full, except (1) they do Page 102 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 11 not supersede more stringent standards set out in the Contract Documents, and (2) any exclusions or waivers that are inconsistent with the Contract Documents do not apply. 12.02 All materials shall be approved by the City prior to purchase by the Contractor. Unless otherwise specified herein, the Contractor shall purchase all materials and equipment outright and shall not subject the materials and equipment utilized in the Project to any conditional sales agreement, bailment, lease, or other agreement reserving unto seller any right, title, or interest therein. Title to all materials, but not risk of loss, shall pass to the City upon delivery to the Project. 12.03 Where the City deems it necessary to supply materials, it may furnish to the Contractor the list of materials set forth in the attached "List of City Furnished Materials". Upon receipt of said materials, the Contractor shall immediately furnish to the City a written receipt. Moreover, the Contractor shall, on behalf of the City, accept delivery of the materials set forth in the attached "List of Materials Ordered by the City". Under such circumstances, the Contractor shall promptly forward to the City for payment the supplier's invoice together with the Contractor's receipt in writing for such materials. (a)Upon acceptance of the materials furnished or ordered by the City, the Contractor warrants that it shall properly handle, transport, store and safeguard the materials. (b)Further, the Contractor shall repair, repaint or replace any and all materials or any part thereof damaged or stolen while in its possession. Such materials are considered to be in the Contractor's possession from the moment the Contractor either accepts delivery of the materials or signs a receipt accepting delivery of said materials until the Project is accepted by the City's Representative. (c)Before transporting any of the materials furnished or ordered by the City, the Contractor shall establish to the City's satisfaction that it has obtained insurance against losses, theft, damage, equal to or greater than the amounts spent by the City in securing said materials. It shall be incumbent upon the Contractor to verify the cost of materials. (d)The City shall not be obligated to furnish materials in excess of the quantities, size, kind, and type set forth in the attached List of City Furnished Materials and List of Materials Ordered by the City. If the City furnishes, and the Contractor accepts, materials in excess thereof, the values of such excess materials shall be their actual cost as stated by the City. (e)Upon delivery, the Contractor shall promptly receive, unload, transport, and handle all materials and equipment on the List of Materials Ordered by the City at its expense and shall be responsible for all shipping costs. 12.04 Materials and supplies shall be new and of good quality.Upon request, the Contractor shall supply proof of quality and manufacturer. No refurbished, reconditioned, or other previously utilized materials or supplies will be used without the prior signed authorization of City's Representative. The Contractor may utilize substitutes of equal quality and function only upon the prior written authorization of the City's Representative. The City's Representative may require documentation as to quality and function, including manufacturer's specifications, to insure that the proposed substitute is equal to the required material or supply. The City's Representative shall have sole discretion over the use of substitute materials and supplies. Contractor shall bear the risk of any delay in performance caused by submitting substitutions. 12.05 Only materials and equipment which are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly Page 103 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 12 removed from the Project site. Protection of construction material and equipment stored at the Project site from weather, theft, damage and all other perils is solely the responsibility of the Contractor. 12.06 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a subcontractor, sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 12.07 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 12.08 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 12.09 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. 12.10 The Contractor shall review for compliance with the Contract Documents, approve and submit to the City’s Consultant Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the City’s Consultant or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the City or of separate contractors. 12.11 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the City and City’s Consultant that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 12.12 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the City’s Consultant. 12.13 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the City’s Consultant’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the City’s Consultant in writing of such deviation at the time of submittal and (1) the City’s Consultant has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the City’s Consultant’s approval thereof. 12.14 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the City’s Consultant on previous submittals. In the absence of such written notice, the City’s Consultant’s approval of a resubmission shall not apply to such revisions. Page 104 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 13 12.15 Contractor shall be liable for and the City may withhold from Contractor’s payments any amount of additional fees charged by City’s Consultant for excessive resubmittal review. 13. ENTRY, OBSERVATION, TESTING & POSSESSION 13.01 The City reserves the right to enter the Project site or sites by such employee(s) or agent(s) as it may elect for the purpose of inspecting the work. The City further reserves the right to enter the Project site or sites for the purpose of performing such collateral work as the City may desire. 13.02 The City's Representative shall have the right, at all reasonable times, to observe and test the work. The Contractor shall make necessary arrangements and provide proper facilities and access for such observation and testing at any location where the Work or any part thereof is in preparation or progress. The Contractor shall ascertain the scope of any observation that may be contemplated by City's Representative and shall give ample notice as to the time each part of the Work will be ready for observation. 13.03 The City's Representative may require Contractor to remove, dismantle, or uncover completed work. If the work is not in accordance with the Plans, Specifications, or other Contract Documents, the Contractor shall pay the costs of repair and restoration of the work required to be removed, dismantled, or uncovered. Unless Contractor is obligated to provide advance notice of inspection, prior to covering up the work, and fails to do so, if said work is in accordance with the -Plans, -Specifications, and other Contract Documents, the City shall pay the costs of repair and restoration of the work. 13.04 City shall have the right to take possession of and use any completed or partially completed portions of the Project prior to the time for completing the entire Project or such portions which may not have expired. The parties agree and understand that possession and use shall not constitute an acceptance of any work not completed in accordance with this Agreement.Further, insurance changes required to keep Contractor’s insurance in effect shall be the responsibility of Contractor. 14. REJECTED WORK 14.01 All work deemed not in conformity with this Agreement as determined by the City in its sole discretion, may be rejected by the City. City's Representative may reject any work found to be defective or not in accordance with the Contract Documents, regardless of the stage of the work's completion or the time or place of discovery of such defects or inconsistencies and regardless of whether City's Representative has previously accepted the work through oversight or otherwise. Neither observations nor inspections, tests, or approvals made by City's Representative, or other persons authorized under this Agreement to make such observations, inspections, tests, or approvals, shall relieve the Contractor from the obligation to perform the Work in accordance with the requirements of this Agreement and the other Contract Documents. 14.02 If the work or any part thereof is rejected by the City, it shall be deemed by City's Representative as not in conformity with this Agreement. Any remedial action required, as set forth herein, shall be at the Contractor's expense, as follows: (a)The Contractor may be required, at the City's option, after notice from City's Representative, to remedy such work so that it shall be in full compliance with this Agreement. All rejected work or materials shall be immediately replaced in order to conform with this Agreement. Page 105 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 14 (b)If the City deems it inexpedient to correct work damaged or not done in accordance with this Agreement, an equitable deduction from the agreed sum may be made by the City at the City's sole discretion. 14.03 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the City to commence and continue correction of such default or neglect with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including City’s expenses and compensation for the City’s Consultant’s additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the City. 15. SUBCONTRACTING & SUBCONTRACTORS 15.01 The Contractor agrees that it will retain personal control and will give its personal attention to the fulfillment of this Agreement. The Contractor further agrees that subletting of any portion or feature of the Work or materials required in the performance of this Agreement shall not relieve the Contractor from its full obligation to the City as provided by this Agreement. 15.02 Subcontractors must be approved by City's Representative prior to hiring or beginning any work on the Project. If City's Representative judges any subcontractor to be failing to perform the Work in strict accordance with the drawings and specifications, the Contractor, after due notice, shall discharge the same, but this shall in no way release the Contractor from its obligations and responsibility under this Agreement. Every subcontractor shall be bound by the terms and provisions of this Agreement and the Contract Documents as far as applicable to their work. Contractor’s subcontract agreement shall provide that subcontractors shall assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the subcontractor’s Work, which the Contractor, by these Documents, assumes toward the City and Consultant. The Contractor shall be fully responsible to the City for the acts and omissions of its subcontractors. Nothing contained herein shall create any contractual or employment relations between any subcontractor and the City. 16. PAYMENT 16.01 The City stipulates that it is an exempt organization as defined by the Limited Sales, Excise and Use Tax Act and, as such, is exempt from the payment of the sales tax on materials and supplies used in the performance of this Agreement. The Contractor shall issue exemption certificates to its suppliers and subcontractors in lieu of said sales tax for all such materials and supplies, and said exemption certificates must comply with the State Comptroller’s Ruling No. 95-0.07 and shall be subject to the provision of the State Comptroller’s Ruling No. 95- 0.09, effective October 1, 1969. 16.02 Progress Payment Applications.The Contractor shall submit applications for payment as provided for herein. Applications for payment will be processed by City's Representative. Before the first Application for Payment, the Contractor shall submit to the City a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the City may require (“Schedule of Values”). The Schedule of Values shall not overvalue early job activities and shall follow the trade divisions of the Specifications so far as possible. Modifications must be approved by City. This schedule, unless objected to by the City, shall be incorporated into this Agreement as a Contract Document and attached hereto as Exhibit F. The Schedule of Values shall be used as a basis for reviewing the Contractor’s Applications for Payment. On or before the 15th day of each month, the Contractor shall submit to City's Representative, for approval or Page 106 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 15 modification, an updated Project Schedule and a statement, backed by the Schedule of Values, showing as completely as practicable the total value of the actual work performed by the Contractor and accepted by the City up to and including the last day of the preceding month. The statement shall also include the value of all materials not previously submitted for payment which have been delivered to the site but have not yet been incorporated into the Work. 16.03 Progress Payments.On or before the 30th calendar day following the City's receipt of a progress payment application made in conformity with Section 16.02, the City shall pay to the Contractor the approved amount of the progress payment based on the Contractor's applications for payment, and the recommendation and approval of City's Representative. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage of Work completed by the Contractor and approved by the City, but in each case less the aggregate of payments previously made, less retainage, and less amounts as City's Representative shall determine and the City may withhold in accordance with this Agreement. Upon Final Completion, including the delivery of all close out documents, such as “as built” drawings, warranties, guarantees, required additional materials, releases, operation and maintenance manuals, and acceptance of the Work in accordance with this Agreement, the City shall pay the remainder of the balance due under this Agreement, less any sums withheld under other terms of this Agreement and less the retainage, which shall be retained for a period of thirty (30) calendar days from the date of Final Completion. Acceptance of retainage by Contractor shall constitute a Waiver and Release of all claims by Contractor. 16.04 Retainage.From each approved statement, the City shall retain until final payment, ten percent (10%), where the full contract amount is less than $400,000.00, and five percent (5%), where the full contract amount is $400,000.00 or more. The City may also retain from each approved statement any other sums authorized under the terms of this Agreement. OR: 16.04 Retainage.This section has been removed. No retainage will be deducted. 16.05 If the actual amount of work to be done and the materials to be furnished differ from estimates and where the basis for payment is the unit price method, then payment shall be for the actual amount of accepted work done and materials furnished on the Project. 16.06 Reduction in the scope or quantity of work on unit price items shall merely reduce the number of units. In the event that materials have been delivered prior to notice of such reduction, the City will have the option either to pay freight & transportation costs and any re-stocking charges actually incurred by the Contractor or to purchase the materials. The Contractor shall never be entitled to anticipated or lost profits on the deleted or reduced portion of a job, whether bid on a unit price or lump sum basis. 16.07 The Contractor shall have the sole obligation to pay any and all charges or fees and give all notices necessary to and incidental to the lawful prosecution of the Work hereunder. The Contractor shall not and shall have no authority whatsoever to obligate the City to make any payments to another party nor make any promises or representation of any nature on behalf of the City, without the specific written approval of the City. 16.08 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the City may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. Page 107 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 16 16.09 Unless otherwise provided in the Contract Documents: (a)Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; (b)Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Amount but not in the allowances; and (c)Whenever costs are more than or less than allowances, the Contract Amount shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 16.9(a) and (2) changes in the Contractor’s costs under Section 16.9(b). 16.10 Suspension of Payments. The City, at any time, may suspend monthly progress payments on the Work if it determines that the projected liquidated damages may exceed retainage. The City, at any time, may suspend monthly progress payments if it believes that the Contractor will not complete the Work due to actual default or that the Contractor has represented or done some act that indicates that it will not complete the Work in accordance with this Agreement or within the time period submitted in its bid. Provided, however, City is in no way obligated to Contractor’s surety to withhold payment pursuant to the provisions of this Section. 16.11 Withhold Funds.Regardless of any bond, the City may, on account of subsequently discovered evidence and in addition to the retainage withheld under Section 16.04, withhold funds or nullify all or part of any acceptance or certificate to such extent as may be necessary to protect itself from loss on account of any of the following, or as otherwise provided in this Agreement: (a)Defective work other than defects in design provided to Contractor by a person other than Contractor’s agents, contractors, fabricators, or suppliers, or its consultants, of any tier for non-critical infrastructure. (b)Failure to timely disclose in writing to the City of a known defect, inaccuracy, inadequacy, or insufficiency in the plans, specifications or other design documents. (c)Claims made or reasonable evidence indicating probable filing of claims by unpaid vendors or other third parties. (d)Failure of the Contractor to make prompt payments to subcontractors for labor or material or materialmen. (e)Claims made or reasonable evidence indicating claims will be made for damage to another by the Contractor. (f)Claims made or reasonable evidence indicating claims will be made for damage to third parties, including adjacent property owners. (g)Claims made or reasonable evidence indicating claims will be made for unremedied damage to property owned by the City. (h)City's determination of an amount of liquidated damages. (i)Charges made for repairs to the Contractor's defective work or repairs made by the City to correct damage to other property. (j)Other amounts authorized under this Agreement or under any other agreement made between City and Contractor. (k)Corrections of mistakes, errors and overpayments in relation to prior pay applications and payments. Provided, however, City is in no way obligated to Contractor’s surety to withhold payment pursuant to the provisions of this Section. Page 108 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 17 17. EXTRA WORK CHARGES 17.01 No changes shall be made, nor will bills for changes, alterations, modifications, deviations, and extra orders be recognized or paid for except upon the written order from authorized personnel of the City. 17.02 City Manager Approval. When the original contract amount plus all change orders is One Hundred Thousand Dollars ($100,000)or less, the City Manager or his designee may approve the written change order in accordance with 17.03 below, provided the change order does not increase the total amount set forth in the Contract to more than One Hundred Thousand Dollars ($100,000). For such contracts, when a change order results in a total contract amount that exceeds One Hundred Thousand Dollars ($100,000), the City Council of the City must approve such change order prior to commencement of the services or work. 17.03 For "Extra Work", as defined in this Agreement and authorized through written change orders, and pursuant to Section 252.048(d) of the Texas Local Government Code, the original Contract price may not be increased by more than twenty-five percent (25%). Written change orders that do not exceed twenty-five percent (25%) of the original Contract Amount may be made or approved by the City Manager or his delegate if the change order is equal to or less than Fifty Thousand Dollars ($50,000.00). Changes in excess of Fifty Thousand Dollars ($50,000.00)must be approved by the City Council prior to commencement of the services or work. Any requests by the Contractor for a change to the Contract Amount shall be made prior to the beginning of the work covered by the proposed change or the right to payment for Extra Work shall be waived.No course of conduct or dealings between the parties, nor implied acceptance of alterations or additions to the Work or changes to the Contract Schedule shall be the basis for any claim for an increase in compensation or change in time. Any cost incurred by Contractor in connection with any Extra Work shall be included in Contractor’s requested change order and Contractor’s failure to include any such cost shall act to Waive and Release any claim for such non-included cost. OR: 17.03 For construction contracts funded in whole or in part by Certificates of Obligations, for "Extra Work," as defined in this Agreement and authorized through written change orders, and pursuant to Section 271.060 of the Texas Local Government Code, a contract with an original contract price of $1 million or more may not be increased by more than twenty-five percent (25%). If a change order for a construction contract funded in whole or in part with certificates of obligation that has an original price of less than $1 million increases the Contract Amount to $1 million or more, subsequent change orders may not increase the revised Contract Amount by more than twenty-five percent (25%). Written change orders may be made or approved by the City Manager or his delegate if the change order is equal to or less than Fifty Thousand Dollars ($50,000.00). Changes in excess of Fifty Thousand Dollars ($50,000.00)must be approved by the City Council prior to commencement of the services or work. Any requests by the Contractor for a change to the Contract Amount shall be made prior to the beginning of the work covered by the proposed change or the right to payment for Extra Work shall be waived.No course of conduct or dealings between the parties, nor implied acceptance of alterations or additions to the Work or changes to the Contract Schedule shall be the basis for any claim for an increase in compensation or change in time. Any cost incurred by Contractor in connection with any Extra Work shall be included in Contractor’s requested change order and Contractor’s failure to include any such cost shall act to Waive and Release any claim for such non-included cost. 17.04 The Contractor shall complete all Work as specified or indicated in the Contract Documents. The Contractor shall complete all Extra Work in connection therewith. All work and materials shall be in strict conformity with the specifications. The Substantial Completion of the Work shall not excuse the Contractor from Page 109 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 18 performing all the Work undertaken, whether of a minor or major nature, and thereby completing the Project in accordance with the Contract Documents. In the event that the Contractor fails to perform the Work as required for Substantial Completion or Final Completion, the City may contract with a third party to complete the Work and the Contractor shall assume and pay the costs of the performance of the Work as contracted. (a)It is agreed that the Contractor shall perform all Extra Work under the direction of City's Representative when presented with a written work order signed by City. (b) No claim for Extra Work of any kind will be allowed unless ordered in writing by the City. In case any orders or instructions appear to the Contractor to involve Extra Work for which it should receive compensation or an adjustment in the construction time, it shall make written request to City's Representative for a written order from City authorizing such Extra Work. (c)Should a difference of opinion arise as to what does or does not constitute Extra Work, or as to the payment therefor, and the City insists upon its performance, then the Contractor shall proceed with the Work after making written requests for written orders in a change order and shall keep adequate and accurate account of the actual field costs therefor, as provided under Method C. (d)It is also agreed that the compensation to be paid to the Contractor for performing Extra Work shall be determined by one or more of the following methods: Method A - By agreed unit prices, or Method B - By agreed lump sum, or Method C - If neither Method A nor Method B is agreed upon before the Extra Work is commenced, then the Contractor shall be paid the actual field cost (as defined in subsection (g) below) of the Work. (e) Method A - Unit Prices. The Contractor agrees to perform Extra Work for the unit prices in the Contractor's Proposal. The Contractor also agrees and warrants that when it is necessary to construct units not shown in the Contract Documents, it shall construct such units for a price arrived at as follows: (1)The cost of materials shall be determined by the invoices; (2)The cost of labor shall be the reasonable cost thereof, as determined by the City, but in no event shall it exceed an amount determined by calculating the ratio of the total labor costs to the total costs to the total material costs in the section of the Proposal involved, and multiplying the cost of materials for the unit in question by this ratio. Provided, however, that the ratio shall be calculated for only those units that are similar to the new unit for which a price is to be determined. (f) Method B - Lump Sum. The lump sum shall be reasonably close to the amount for similar work previously done or combinations of similar units. Invoices for materials used shall be provided in support of the agreed lump sum. (g) Method C - Actual Field Costs.The actual field cost is hereby defined to include the cost of all applicable workmen and laborers, as well as materials, supplies, teams, trucks, rentals on machinery and equipment, for the time actually employed or used for such Extra Work, plus actual transportation charges necessarily incurred, together with other costs reasonably incurred directly on account of such Extra Work, including social security, old age benefits, maintenance bonds, public liability, property damage, workers’ compensation, and all other insurance as may be required by law or ordinances or required and agreed to Page 110 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 19 by the City or City's Representative. City's Representative may direct the form in which accounts of the actual field costs shall be kept and records of these accounts shall be made available to City's Representative. Unless otherwise agreed upon, the prices for the use of machinery and equipment shall be determined by using one hundred percent (100%), unless otherwise specified, of the latest schedule of equipment and ownership expenses adopted by the Associated General Contractors of America. Where practical, the terms and prices for the use of machinery and equipment shall be incorporated in the written Extra Work order. Actual field costs shall not exceed the prevailing market price therefor within reasonable tolerances as determined by City's Representative. The amount due to Contractor for costs other than actual field costs shall be calculated in accordance with the following standards: (1)No indirect or consequential damages will be allowed. (2)All damages must be directly and specifically shown to be caused by a proven wrong. No recovery shall be based on a comparison by planned expenditures to total actual expenditures or on estimated losses of labor efficiency, or on a comparison of planned man loading to actual man loading, or any other analysis that is used to show damages indirectly. (3)Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong. (4)The maximum daily limit on any recovery for delay shall be the amount established by the Contractor for job overhead costs, defined in the pay applications, divided by the total number of days specified for completion called for in the original Contract. Absent an overhead amount in the Schedule of Values, the amount estimated by Contractor for job overhead cost shall be used. 18. TIME OF COMPLETION 18.01 The date of beginning, the time for Substantial Completion and Final Completion of Work as specified in this Agreement are of the essence of this Agreement. 18.02 The Work embraced by this Agreement shall be commenced on the date specified in the notice to proceed. Said notice to proceed may be given orally or set by the City's Representative at the post-award conference. 18.03 The Work shall be Substantially Completed within the time bid, which shall run from the date when the notice to proceed is given by City's Representative. The Contractor bid calendar days for the time within which it shall reach Substantial Completion of the Project. 18.04 The Work shall reach Final Completion and be ready for final payment within thirty (30) calendar days from the date of Substantial Completion. 19. SUBSTANTIAL COMPLETION 19.01 The Contractor shall notify City's Representative when, in the Contractor's opinion, the Contract is Substantially Completed. Within ten (10) calendar days after the Contractor has given City's Representative written notice that the Work has been Substantially Completed, City's Representative shall inspect the Work for the preparation of a final punch list. Page 111 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 20 (a)If City's Representative and the City find that the Work is not Substantially Completed, then they shall so notify the Contractor who shall then complete the Work. City's Representative shall not be required to provide a list of unfinished work. (b)If the City Representative and City find that the Work is Substantially Completed, the City shall issue to the Contractor its certificate of Substantial Completion. 19.02 The Substantial Completion of the Work shall not excuse the Contractor from performing all of the Work, whether of a minor or major nature, necessary for Final Completion and thereby completing the Project in accordance with the Contract Documents. 20. FINAL COMPLETION 20.01 Contractor shall notify the City's Representative when it believes that the Work has reached Final Completion as defined in this Agreement. If the City's Representative and the City accept and deems such Work Finally Complete, then Contractor shall be so notified and certificates of completion and acceptance, as provided herein, shall be issued. A complete itemized statement of this Agreement account, certified by the City's Representative as correct, shall then be prepared and delivered to Contractor. Contractor or City, as the case may be, shall pay the balance due as reflected by said statement within thirty (30) calendar days. 20.02 The Contractor shall procure all required certificates of acceptance or completions issued by state, municipal, or other authorities and submit the same to the City. The City may withhold any payments due under this Agreement until the necessary certificates are procured and delivered. 20.03 Neither the final payment nor any acceptance nor certificate nor any provision of this Agreement shall relieve the Contractor of any responsibility for faulty workmanship or materials. At the option of the City, the Contractor shall remedy any such defects and pay for any damage to other work which may appear after final acceptance of the Work. 21. DELAYS 21.01 The Contractor, in undertaking to complete the Work within the times herein fixed, has taken into consideration and made allowance for all hindrances and delays incident to such Work, whether growing out of delays in securing material or workmen or delays arising from inclement weather or otherwise. 21.02 The City may, in its sole discretion, delay the Work during inclement weather in order to preserve the Project, insure safety of work forces, and the preservation of materials and equipment. In such event and upon a written request from the Contractor, the City may grant an extension of time pursuant to Section 22 to offset for such stoppage of the Work. 21.03 No payment or compensation of any kind shall be made to the Contractor for damages because of hindrance or delay in the progress of the Work, unless such delays (1) are caused by the actual interference, fraud, bad faith or misrepresentation by the City or its agents, (ii) extend for an unreasonable length of time; or (iii) were not contemplated by the parties at the time of contracting. In the event of any delay entitling Contractor to an increase in Contract Amount, except when due to City’s intentional interference or fraud, Contractor’s recovery shall be limited as outlined in Section 21.04 below. The City’s reasonable exercise of any of its rights or remedies under the Contract, regardless of the extent or frequency, shall not under any circumstances be construed as interference with the Contractor’s performance of the Work. Page 112 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 21 21.04 In the event of delays resulting from changes ordered in the Work by the City or other delays caused by the City or for the City’s convenience, the Contractor may apply to the City for recovery of incidental damages resulting from increased storage costs or other costs necessary to protect the value of the Work. In no event shall any consequential or other damages be allowed or any other charges or claims be made by the Contractor for hindrances or delays resulting from any other cause. 22. EXTENSIONS OF TIME 22.01 The Contractor has submitted its proposal in full recognition of the time required for the completion of this Project, taking into consideration all factors including, but not limited to the average climatic range and industrial conditions. The Contractor has considered the liquidated damage provision of this Agreement and understands and agrees that it shall not be entitled to, nor will it request, an extension of time for either Substantial Completion or Final Completion, except when the Work has been delayed by one or more of the following: (a)An act or neglect of the City, the City's Representative, employees of the City, or other contractors employed by the City; (b)By changes ordered in the Work, or reductions thereto approved in writing; (c)By "rain days" (days with rainfall in excess of one-tenth of an inch) during the term of this Agreement that exceed the average number of rain days for such term for this locality, both as determined by the National Weather Service Forecast Office for Easterwood Airport in College Station, Texas (KCLL/CLL); or (d)By other causes that the City and the Contractor agree may reasonably justify delay and that were beyond the Contractor’s reasonable control and ability to estimate, predict, or avoid, such as delays caused by unforeseen labor disputes, fire, natural disasters, acts of war, and other rare and unpredictable events. This term does not include normal delays incident to the delivery of materials, tools, or labor that reasonably could have been predicted and/or accounted for in the Contractor’s Proposal or decision to bid. 22.02 If one or more of the foregoing conditions is present, the Contractor may apply in writing for an extension of time, within thirty (30) days of the occurrence of the event causing the delay, submitting therewith all written justification as may be required by the City's Representative. Within ten (10) calendar days after receipt of a written request for an extension of time, which is supported by all requested documentation, the City shall, in writing and in its sole discretion, grant or deny the request. Under no circumstances shall any extension of time by the City be valid and binding unless it is in writing and in conformity with the other terms of this Agreement. 23. LIQUIDATED DAMAGES 23.01 The time for the Substantial and Final Completion of the Work described herein are reasonable times for the completion of each, taking into consideration all conditions, including but not limited to the average climatic conditions and usual industrial conditions prevailing in this locality. The amount of liquidated damages for the Contractor's failure to meet the deadlines for Substantial and/or Final Completion are fixed and agreed on by the Contractor because of the impracticability and extreme difficulty in fixing and ascertaining the actual damages that the City would in such an event sustain. The amounts to be charged are agreed to be damages the City would sustain and shall be retained by the City from current periodic estimates for payment or from final payment. 23.02 As a result of the difficulty in estimation, calculation and ascertainment of City’s damages due to a failure of Contractor to achieve timely completion of the Work, if the Contractor should neglect, fail, or refuse to either Page 113 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 22 Substantially Complete or Finally Complete the Work within the time herein specified, or any proper extension thereof granted by the City's Representative pursuant to the terms of Section 22 of this Agreement, then the Contractor does hereby agree as part of the consideration for the awarding of this Agreement that the City may permanently withhold from the Contractor's total compensation the sum of_______________________________ and ______/100 DOLLARS ($______________)for each and every calendar day that the Contractor shall be in default after the time stipulated for Substantial Completion and/or Final Completion, not as a penalty, but as liquidated damages for the breach of this Agreement. It being specifically understood that the assessment of liquidated damages may be made for any failure to meet either or both of the deadlines specified for Substantial Completion and/or Final Completion. 24. CHARGES FOR INJURY OR REPAIR 24.01 The Contractor shall be liable for any damages incurred or repairs made necessary by reason of its work and/or caused by it. Repairs of any kind required by the City will be made and charged to the Contractor by the City. 24.02 The Contractor shall take the necessary precautions to protect any areas adjacent to its Work. 24.03 The Work specified consists of all work, materials, and labor required by the City to repair any damage to the property of the City, including but not limited to structures, roadways, curbs, parking areas, and sidewalks. 25. WARRANTY 25.01 Upon issuance of a certificate of Final Completion, the Contractor warrants for a period of one (l) year as follows: The Contractor warrants that all materials provided to the City under this Agreement shall be new unless otherwise approved in advance by City's Representative, and all work will be of good quality, free from faults and defects (other than defects from third parties as set out in Chapter 59 Texas Business and Commerce Code relating to non-critical infrastructure), and in conformance with this Agreement, the other Contract Documents, and recognized industry standards . 25.02 All work not conforming to these requirements, including but not limited to unapproved substitutions, may be considered defective. 25.03 This warranty is in addition to any rights or warranties expressed or implied by law and in addition to any consumer protection claims arising from misrepresentations by the Contractor. 25.04 Where more than a one (l) year warranty is specified for individual products, work, or materials, the longer warranty shall govern. 25.05 This warranty obligation shall be covered by any performance or payment bonds tendered in compliance with this Agreement. 25.06 Defective Work Discovered During Warranty Period.If any of the Work is found or determined to be either defective, including obvious defects under warranty as set forth in this Section 25, or otherwise not in accordance with this Agreement within one (l) year after the date of the issuance of a certificate of Final Completion of the Work or a designated portion thereof, whichever is longer, or within one (l) year after acceptance by the City of designated equipment, or within such longer period of time as may be prescribed by Page 114 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 23 law or by the terms of any applicable special warranty required by this Agreement, the Contractor shall promptly, upon receipt of written notice by the City, correct the defective work at no cost to the City. 25.07 The obligation to correct any defective work shall survive the termination of this Agreement. The guarantee to correct the defective work shall not constitute the exclusive remedy of City, nor shall other remedies be limited to the terms of either the warranty or the guarantee. 25.08 If within ten (10) calendar days after the City has notified the Contractor of a defect, failure, or abnormality in the Work, the Contractor has not started to make the necessary corrections or adjustments, the City is hereby authorized to make the corrections or adjustments, or to order the Work to be done by a third party. The cost of the work shall be paid by the Contractor or its surety. 25.09 The cost of all materials, parts, labor, transportation, supervision, special instruments, and supplies required for the replacement or repair of parts and for correction of defects shall be paid by the Contractor or by the surety. 25.10 The guarantee shall be extended to cover all repairs and replacements furnished, and the term of the guarantee for each repair or replacement shall be one (l) year after the installation or completion. The one (l) year warranty shall cover all Work, equipment, and materials that are part of this Project, whether or not a warranty is specified in the individual section of the Contract Documents that prescribe that particular aspect of the Work. 26. PAYMENT OF EMPLOYEES, SUBCONTRACTORS & SUPPLIERS 26.01 Wage Rates.Pursuant to Section 2258.023(a) of the Texas Government Code, wage rates paid by the Contractor and any subcontractor on this Project shall be not less than the general prevailing rate of per diem wages for work of a similar character in this locality as specified in the schedule of general prevailing rates of per diem wages attached hereto as Exhibit A. 26.02 Statutory Penalty.Pursuant to Section 2258.023(b) of the Texas Government Code, if the Contractor or any subcontractor violates the requirements of Section 26.01, the Contractor or subcontractor as the case may be shall pay the City sixty dollars ($60.00) for each worker employed for each calendar day or part of the day that the worker is paid less than the stipulated wage rates. 26.03 The Contractor and each subcontractors shall pay all of their employees engaged in work on the Project in full (less mandatory legal deductions) in cash or by check readily cashable, without discount, no less than once each week. 26.04 No later than the seventh (7th) calendar day following the payment of wages, the Contractor must file with City's Representative a certified, sworn, legible copy of such payroll. This shall contain the name of each employee, their classification, the number of hours worked on each day, rate of pay, and net pay. The affidavit shall state that the copy is a true and correct copy of such payroll and that no rebates or deductions (except as shown) have been made or will be made in the future from the wages therein shown. 26.05 Payment of Subcontractors.The Contractor shall be solely and exclusively responsible for compensating any of the Contractor's employees, subcontractors, materialmen and/or suppliers of any type or nature whatsoever and for insuring that no claims or liens of any type arising out of or incidental to the performance of any services performed pursuant to this Agreement are filed against any property owned by the City. In the event a statutory lien notice is sent to the City, the Contractor shall, where no payment bond covers the Work, upon written notice from the City, immediately obtain a bond at its expense and hold the City harmless Page 115 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 24 from any losses that may result from the filing or enforcement of any said lien notice. In the event that the Contractor defaults in the provision of the bond, the City may withhold such funds as are necessary to assure the payment of such claim until litigation determines to whom payment shall be made. 26.06 Affidavit of Bills Paid.Prior to Final Acceptance of the Project, the Contractor shall provide a notarized affidavit stating that all bills for labor, materials, and incidentals incurred have been paid in full, that any claims from manufacturers, materialmen, and subcontractors have been released, and that there are no claims pending of which the Contractor has been notified. 27. INSURANCE 27.01 The Contractor shall procure and maintain at its sole cost and expense for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, volunteers, employees or subcontractors. The policies, coverages, limits and endorsements required are as set forth below. During the term of this Agreement Contractor’s insurance policies shall meet the minimum requirements of this section. 27.02 Types. Contractor shall have the following types of insurance: (a)Commercial General Liability. (b)Business Automobile Liability. (c)Excess Liability – required for contract amounts exceeding $1,000,000. (d)Builder’s Risk – provides coverage for contractor’s labor and materials for a project during construction that involves a structure such as a building or garage, builder’s risk policy shall be written on “all risks” form. (e)Workers' Compensation/ Employer’s Liability. 27.03 General Requirements Applicable to All Policies. The following General requirements applicable to all policies shall apply: (a)Only licensed Insurance Carriers authorized to do business in the State of Texas will be accepted. (b)Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. (c)"Claims Made" policies are not accepted. (d)Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City of College Station. (e)The City of College Station, its agents, officials, employees and volunteers, are to be named as “Additional Insured” to the Commercial General, Umbrella and Business Automobile Liability policies. The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officials, employees or volunteers. 27.04 Commercial General Liability.The following Commercial General Liability requirements shall apply: (a)General Liability insurance shall be written by a carrier rated “A:VIII” or better in accordance with Page 116 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 25 the current A.M. Best Key Rating Guide. (b)Limit of $1,000,000.00 per occurrence for bodily injury and property damage with an annual aggregate limit of $2,000,000.00 which limits shall be endorsed to be per Project. (c)Coverage shall be at least as broad as ISO form GC 00 01. (d)No coverage shall be excluded from the standard policy without notification of individual exclusions being attached for the City’s review and acceptance. (e)The coverage shall not exclude the following: premises/operations with separate aggregate; independent contracts; products/completed operations; contractual liability (insuring the indemnity provided herein) Host Liquor Liability, Personal & Advertising Liability; and Explosion, Collapse, and Underground coverage. 27.05 Business Automobile Liability.The following Business Automobile Liability requirements shall apply: (a)Business Automobile Liability insurance shall be written by a carrier rated “A:VIII” or better in accordance with the current A.M. Best Key Rating Guide. (b)Minimum Combined Single Limit of $1,000,000.00 per occurrence for bodily injury and property damage. (c)The Business Auto Policy must show Symbol 1 in the Covered Autos Portion of the liability section in Item 2 of the declarations page. (d)The coverage shall include owned autos, leased or rented autos, non-owned autos, any autos and hired autos. (e)Pollution Liability coverage shall be provided by endorsement MCS-90, with a limit of $1,000,000.00, where such exposures exist. 27.06 Excess Liability.The following Excess Liability requirements shall apply: Unless otherwise agreed in writing, excess liability coverage following the form of the underlying coverage with a minimum limit of $5,000,000.00 or the total value of the Agreement, whichever is greater, per occurrence/aggregate when combined with the lowest primary liability coverage, is required for contracts exceeding $1,000,000 in total value. 27.07 Additional Insured. Those policies set forth in Sections 27.04, 27.05, and 27.06 shall contain an endorsement listing the City as Additional Insured and further providing that the Contractor’s policies are primary to any self-insurance or insurance policies procured by the City. The additional insured endorsement shall be in a form acceptable to the City. Waiver of subrogation in a form acceptable to the City shall be provided in favor of the City on all policies obtained by the Contractor in compliance with the terms of this Agreement. Contractor shall be responsible for all deductibles which may exist on any policies obtained in compliance with the terms of this Agreement. All coverage for subcontractors shall be subject to the requirements stated herein. All Certificates of Insurance and endorsements shall be furnished to the City’s Representative at the time of execution of this Agreement, attached hereto as Exhibit C, and approved by the City before Work commences. Page 117 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 26 27.08 Builder’s Risk Until the Work is completed and accepted by the City, the Contractor shall purchase and maintain builder’s risk insurance upon the entire Work at the Project site to the full insurable value thereof, including any increases in value due to duly authorized change orders to the Work and Project. The builder’s risk insurance shall also cover portions of the Work stored off site after written approval of the City of the value established in the approval, and also portions of the Work in transit. This insurance shall include the interests of the City, the Contractor, subcontractors and sub-subcontractors in the Work and shall insure against the perils of fire, wind, storm, hail, lightning and extended coverage including flood and earthquake and shall include all-risk insurance for physical loss or damage, including, without duplication of coverage, theft, vandalism and malicious mischief. The insurance shall cover reasonable compensation for City’s Consultant’s services and expenses required as a result of an insured loss. This must be an all-risk policy incorporating the following language: Permission is given for the Project insured hereunder to become occupied, the insurance remaining in full force and effect until such time as the Project has been accepted by the City, all as currently approved by the Texas Board of Insurance Commissioners When permissible by law, the Certificate of Insurance must include the names of the insured Contractor and the City. The deductible under the policy, including that for flood shall not exceed $100,000.00 without the written approval of the City. 27.09 Workers’ Compensation/Employer’s Liability Insurance.The following Workers’ Compensation Insurance requirements shall apply. (a)Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas Administrative Code, all employees of the Contractor, all employees of any and all subcontractors, and all other persons providing services on the Project must be covered by a workers’ compensation insurance policy: either directly through their employer’s policy (the Contractor’s or subcontractor’s policy) or through an executed coverage agreement on an approved Texas Department of Insurance Division of Workers’ Compensation (DWC) form. Accordingly, if a subcontractor does not have his or her own policy and a coverage agreement is used, contractors and subcontractors must use that portion of the form whereby the hiring contractor agrees to provide coverage to the employees of the subcontractor. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent contractor may not be used. (b)Workers’ Compensation/ Employer’s Liability insurance shall include the following terms: 1.Employer’s Liability minimum limits of $1,000,000.00 for each accident/each disease/each employee are required. 2.“Texas Waiver of Our Right to Recover From Others Endorsement, WC 42 03 04” shall be included in this policy. 3.Texas must appear in Item 3A of the Workers’ Compensation coverage or Item 3C must contain the following: All States except those listed in Item 3A and the States of NV, ND, OH, WA, WV, and WY. Page 118 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 27 (c)Pursuant to the explicit terms of Title 28, Section 110.110(c) (7) of the Texas Administrative Code, the bid specifications, this Agreement, and all subcontracts on this Project must include the following terms and conditions in the following language, without any additional words or changes, except those required to accommodate the specific document in which they are contained or to impose stricter standards of documentation: “A. Definitions: Certificate of coverage (“certificate”) – An original certificate of insurance, a certificate of authority to self-insure issued by the Division of Workers’ Compensation, or a coverage agreement (DWC-81, DWC-83, or DWC-84), showing statutory workers’ compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the Work on the project until the Contractor’s/person’s Work on the project has been completed and accepted by the governmental entity. Persons providing services on the project (“subcontractors” in § 406.096 [of the Texas Labor Code]) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent Contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. “Services” include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. “Services” does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the Contractor’s current certificate of coverage ends during the duration of the project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all Page 119 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 28 persons providing services on the project; and (2) no later than seven calendar days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the Contractor knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. H. The Contractor shall post on each project site a notice, in the text, form and manner prescribed by the Division of Workers’ Compensation, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the Contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (4) obtain from each other person with whom it contracts, and provide to the Contractor: (a) A certificate of coverage, prior to the other person beginning work on the project; and (b) A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that Page 120 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 29 materially affects the provision of coverage of any person providing services on the project; and (7) Contractually require each person with whom it contracts to perform as required by Sections (a) -(g), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Agreement, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the project will be covered by workers’ compensation coverage for the duration of the project; that the coverage will be based on proper reporting of classification codes and payroll amounts; and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the Commission’s Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor’s failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the governmental entity to declare the Agreement void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the governmental entity.” 27.09 Certificates of Insurance.Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent on the most current State of Texas Department of Insurance-approved form, and shall contain the following provisions and warranties: (a)The company is authorized to do business in the State of Texas. (b)The insurance policies provided by the insurance company are underwritten on forms that have been provided by the Department of Insurance or ISO. (c)Original endorsements affecting coverage required by this section shall be furnished with the certificates of insurance. 28. BOND PROVISIONS 28.01 Pursuant to Section 2253.021 of the Texas Government Code, for all public works contracts with governmental entities, a payment bond is required if the Contract Amount exceeds $50,000, and a performance bond is required if the Contract Amount exceeds $100,000. Below those amounts, the City may require payment and/or performance bonds. In the event a performance or payment bond or both is required either by law or in the City’s discretion, such bonds shall be executed in accordance with all requirements of Chapter 3503 of the Texas Insurance Code, all other applicable law, and the following: (a)The Contractor shall execute performance and payment bonds for the full Contract Amount and, if required by Contractor’s surety to cover increases in the dollar amounts or amount of Work that is increased by a duly authorized change order,Contractor shall secure performance and payment bond riders to increase the dollar amounts and coverages of the performance and payment bonds. (b)The bond surety shall be authorized under the laws of the State of Texas to provide a performance and payment bond and shall have attached proof of authorization of the surety to act in the performance and payment of bonds. Page 121 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 30 (c)The Contractor shall provide original, sealed, and complete counterparts of the executed bonds in the forms required by the Contract Documents, which are attached as Exhibit B, together with valid original powers of attorney, at the time of execution of this Agreement by Contractor and prior to the commencement of work. Copies of the executed bonds shall be attached hereto as Exhibit B. (d)The performance and payment bonds, and any subsequently issued bond riders, shall remain in effect for a period of one (1) year after Final Completion of the Work and shall be extended for any warranty work to cover the warranty period. (e)If at any time during the execution of this Agreement in the required period thereafter, the bond or bonds become invalid or ineffective for any reason, the Contractor shall promptly supply within ten (10) days such other bond or bonds, which bond or bonds shall assure performance or payment as required. 28.02 The Contractor may make such changes and alterations as the City may require in the Work or any part thereof without affecting the validity of this Agreement and any accompanying bond. If such changes or alterations diminish the quantity of the work to be done, they shall not constitute the basis for any claim for damages or anticipated profits. If the City makes changes or alterations that render useless any work already done or material already used in said work, then the City shall compensate the Contractor for any material or labor so used, and for any actual loss occasioned by such change due to actual expenses incurred in preparation for the Work as originally planned, in accordance with the provisions of Article 17. 29. SURETY 29.01 If the Contractor has abandoned the Project or the City has terminated the Contract for cause and the Contractor’s Surety, after notice demanding completion is sent, fails to commence the completion of the Work in compliance with this Agreement, then the City at its option may provide for completion of the Work in either of the following manners: (a)The City may employ such force of men and use of instruments, machinery, equipment, tools, materials, and supplies as said the City may deem necessary to complete the Work and charge the expense of such labor, machinery, equipment, tools, materials, and supplies to the Contractor, and the expense so charged shall be deducted and paid by the City out of such monies as may be due or that may thereafter at any time become due to the Contractor and Surety. (b)The City may, after notice published as required by law, accept sealed bids and let this Agreement for the completion of the Work under substantially the same terms and conditions that are provided in this Agreement. In case of any increase in cost to the City under the new agreement as compared to what would have been the cost under this Agreement, such increase together with all of the City’s damages due to Contractor’s abandonment and/or default, including liquidated damages, as provided pursuant to Section 38, entitled “TERMINATION FOR CAUSE” shall be charged to the Contractor and the surety shall be and remain bound therefor. However, should the cost to complete such new agreement prove to be less than that which would have been the cost to complete the Work under this Agreement, the Contractor shall be credited therewith after all deductions are made in accordance with this Agreement. 29.02 Should the cost to complete the Work exceed the Contract Amount and the Contractor fails to pay the amount due to the City within the time designated and there remains any machinery, equipment, tools, materials, or supplies on the Project site, notice thereof, together with an itemized list of such equipment and materials, shall be mailed to the Contractor at its respective address designated in this Agreement; provided, however, that actual Page 122 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 31 written notice given in any manner shall satisfy this condition. After mailing, or otherwise giving such notice, such property shall be held at the risk of the Contractor subject only to the duty of City's Representative to exercise ordinary care to protect such property. After fifteen (15) calendar days from the date of said notice, City's Representative may sell such machinery, equipment, tools, materials, or supplies and apply the net sum derived from such sale to the credit of the Contractor. Such sale may be made at either public or private sale, with or without notice, as City's Representative may elect. City's Representative shall release any machinery, equipment, tools, materials, or supplies which remain on the job site and belong to persons other than the Contractor to their proper owners. 29.03 In the event the account shows that the cost to complete the Work is less than that which would have been the cost to City had the Work been completed by the Contractor under the terms of this Agreement, or when the Contractor shall pay the balance shown to be due by them to the City, then all machinery, equipment, tools, materials, or supplies left on the Project site shall be turned over to the Contractor. 30. COMPLIANCE WITH LAW 30.01 The Contractor's work and materials shall comply with all state and federal laws, municipal ordinances, regulations, codes, and directions of inspectors appointed by proper authorities having jurisdiction. 30.02 The Contractor shall perform and require all subcontractors to perform the Work in accordance with applicable laws, codes, ordinances, and regulations of the State of Texas and the United States and in compliance with OSHA and other laws as they apply to its employees. In the event any of the conditions of the specifications violate the code for any industry, then such code conditions shall prevail. 30.03 The Contractor shall follow all applicable state and federal laws, municipal ordinances, and guidelines concerning soil erosion and sediment control throughout the Project and warranty term. 31. SAFETY PRECAUTIONS 31.01 All safety measures, policies and precautions at the site are a part of the construction techniques and processes for which the Contractor shall be solely responsible. The Contractor is solely responsible for handling and use of hazardous materials or waste, and informing employees of any such hazardous materials or waste. The Contractor shall provide copies of all hazardous materials and waste data sheets to the College Station Fire Department marked "Attn.: Assistant Chief". 31.02 The Contractor has the sole obligation to protect or warn any individual of potential hazards created by the performance of the Work set forth herein. The Contractor shall, at its own expense, take such precautionary measures for the protection of persons, property, and the Work as may be necessary. 31.03 The Contractor shall be held responsible for all damages to property, personal injuries and/or death due to failure of safety devices of any type or nature that may be required to protect or warn any individual of potential hazards created by the performance of the Work set forth herein; and when any property damage is incurred, the damaged portion shall immediately be replaced or compensated for by the Contractor at its own cost and expense. 31.04 Contractor agrees that it shall not transport to, use, generate, dispose of, or install at the Project site any Hazardous Substance (as defined in this Agreement, except in accordance with applicable Environmental Laws. Further, in performing the Work, Contractor shall not cause any release of Hazardous Substances into, or contamination of, the environment, including the soil, the atmosphere, any water course or ground water, except in accordance with applicable Environmental Laws (as defined in this Agreement). In the event Contractor Page 123 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 32 engages in any of the activities prohibited in this Section 31.04 to the fullest extent permitted by law, Contractor hereby indemnifies and holds City and all of its respective officials, agents and employees harmless from and against any and all claims, damages, losses, causes of action, suits and liabilities of every kind, including, but not limited to, expenses of litigation, court costs, punitive damages and attorneys’ fees, arising out of, incidental to or resulting from the activities prohibited in this section 31.04. 31.05 In the event Contractor encounters on the Project site any Hazardous Substance, or what Contractor may reasonably believe to be a Hazardous Substance, and which is being introduced to the Work, or exists on the Project site, in a manner violative of any applicable Environmental Laws, Contractor shall immediately stop work in the area affected and report the condition to City in writing. The Work in the affected area shall not thereafter be resumed except by written authorization of City if in fact a Hazardous Substance has been encountered and has not been rendered harmless. In the event Contractor fails to stop the Work upon encountering a Hazardous Substance at the Project site, to the fullest extent permitted by law, Contractor hereby indemnifies and holds City and all of its officials, agents and employees harmless from and against any and all claims, damages, losses, causes of action, suits and liabilities of every kind, including, but not limited to, expenses of litigation, court costs, punitive damages and attorneys' fees, arising out of, incidental to or resulting from Contractor's failure to stop the Work. 31.06 City and Contractor may enter into a separate agreement and/or Change Order for Contractor to remediate and/or render harmless the Hazardous Substance, but Contractor shall not be required to remediate and/or render harmless the Hazardous Substance absent such agreement. Contractor shall not be required to resume work in any area affected by the Hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless. 31.07 It is the Contractor's responsibility to comply with all Environmental Laws (as defined in this Agreement) based on the law in effect at the time its services are rendered and to comply with any amendments to those laws for all services rendered after the effective date of any such amendments. 32. TRENCH SAFETY The Contractor must comply with Texas law regarding trench excavation exceeding five feet in depth and in accordance with the following items: 32.01 The Contractor must comply with the requirements of Subchapter 756 of the Tex. Health & Safety Code Ann. §756.022-023, and the requirements of 29 C.F.R., Subpart P – Excavations (sections 1926.650 et. seq.) of the Occupational Safety and Health Administration Standards, as amended. 32.02 The Contractor must include a separate pay item for trench safety complying with trench safety requirements, stating a unit price per linear foot of trench safety systems, as measured along the centerline of trench including manholes and other line structures. 32.03 Before beginning work on this project, the Contractor must submit to the City a complete trench safety program that complies with state and federal regulations. It is the sole duty, responsibility and prerogative of the Contractor, not the City, to determine the specific applicability of the designed trench safety systems to each field condition encountered on the project. 32.04 The Contractor must provide the City the name of the “competent person” required by OSHA standards to perform the trench safety inspections. The Contractor must make daily inspections to ensure that the systems Page 124 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 33 comply with all applicable laws and regulations, and must maintain a permanent record of daily inspections available for examination by the City or other government authority. 32.05 If evidence of possible cave-ins or slides is apparent, the Contractor must cease all work in the trench and surrounding area until the necessary precautions have been taken by the Contractor to safeguard personnel entering the trench. 33. INDEMNITY 33.01 CONTRACTOR SHALL PROTECT, DEFEND, HOLD HARMLESS AND INDEMNIFY THE CITY FROM ANY AND ALL CLAIMS, DEMANDS, EXPENSES, LIABILITY OR CAUSES OF ACTION FOR INJURY TO ANY PERSON, INCLUDING DEATH, AND FOR DAMAGE TO ANY PROPERTY, TANGIBLE OR INTANGIBLE,OR FOR ANY BREACH OF CONTRACT ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE WORK DONE BY ANY PERSON UNDER THE CONTRACT DOCUMENTS. IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION SHALL EXTEND TO, AND INCLUDE, ANY AND ALL CLAIMS, CAUSES OF ACTION OR LIABILITY CAUSED BY THE CONCURRENT, JOINT AND/OR CONTRIBUTORY NEGLIGENCE OF THE CITY, AN ALLEGED BREACH OF AN EXPRESS OR IMPLIED WARRANTY BY THE CITY OR WHICH ARISES OUT OF ANY THEORY OF STRICT OR PRODUCTS LIABILITY. 33.02 The indemnification contained in Section 33.01 shall include but not be limited to the following specific instances: (a) The City is damaged due to the act, omission, mistake, fault or default of the Contractor. (b) In the event of any claims for payment for goods or services brought by any material suppliers, mechanics, laborers, or other subcontractors. (c) In the event of any and all injuries to or claims of adjacent property owners caused by the Contractor, its agents, employees, and representatives. (d) In the event of any damage to the floor, walls, etc., caused by the Contractor's personnel or equipment during installation. (e) The removal of all debris related to the Work. (f) The acts and omissions of the subcontractors it hired. (g) The Contractor's failure to comply with applicable federal, state, or local regulations, that touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment, no matter where fault or responsibility lies. 33.03 The indemnification obligations of the Contractor under this section shall not extend to include the liability of any professional engineer, the architect, their consultants, and agents or employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the professional engineer, the architect, their consultants, and agents and employees of any of them, provided such giving or failure to give is the primary cause of the injury or damage. Page 125 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 34 33.04 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under Section 33.01, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. 33.05 The indemnity provisions provided herein shall survive the termination or expiration of this Agreement. 33.06 The indemnification obligations under this section shall not be limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor under workers compensation acts, disability benefit acts or other employee benefit acts. There shall be no additional indemnification other than as set forth in this section. All other provisions regarding the same subject matter shall be declared void and of no effect. 34. RELEASE 34.01 The Contractor assumes full responsibility for the Work to be performed hereunder, and hereby releases, relinquishes, and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether employees of either party or other third parties) and any loss of or damage to any property (whether property of either of the parties hereto, their employees, or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Contractor's Work to be performed hereunder. This release shall apply regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, and in the event of injury, death, property damage, or loss suffered by the Contractor, any subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish work on the Project, this release shall apply regardless of whether such injury, death, loss, or damage was caused in whole or in part by the negligence of the City. There shall be no additional release or hold harmless provision other than as set forth in this section. All other provisions regarding the same subject matter shall be declared void and of no effect. 35. PERMITS AND LICENSES 35.01 The Contractor shall secure and pay for all necessary permits and licenses, governmental fees, and inspections necessary for the proper execution and completion of the Work. During this Agreement term and/or period during which the Contractor is working, it shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work. 36. ROYALTIES AND LICENSING FEES 36.01 THE CONTRACTOR SHALL PAY ALL ROYALTIES AND LICENSING FEES. THE CONTRACTOR SHALL HOLD THE CITY HARMLESS AND INDEMNIFY THE CITY FROM THE PAYMENT OF ANY ROYALTIES, DAMAGES, LOSSES OR EXPENSES INCLUDING ATTORNEY’S FEES FOR SUITS, CLAIMS OR OTHERWISE, GROWING OUT OF INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, MATERIALS AND METHODS USED IN THE PROJECT. IT SHALL DEFEND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF ANY PATENT RIGHTS. FURTHER, IF THE CONTRACTOR HAS REASON TO BELIEVE THAT THE DESIGN, SERVICE, PROCESS, OR PRODUCT Page 126 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 35 SPECIFIED IS AN INFRINGEMENT OF A PATENT, IT SHALL PROMPTLY GIVE SUCH INFORMATION TO CITY’S REPRESENTATIVE. 37. BREACH OF CONTRACT & DAMAGES 37.01 The City shall have the right to declare the Contractor in breach of this Agreement for cause when the City determines that this Agreement is not being performed according to its understanding of the intent and meaning of this Agreement. Such breach shall not in any way invalidate, abrogate, or terminate the Contractor's obligations under this Agreement. 37.02 Without prejudice to any other legal or equitable right or remedy that the City would otherwise possess hereunder or as a matter of law, the City upon giving the Contractor five (5) calendar days prior written notice shall be entitled to damages for breach of contract, upon but not limited to the following occurrences: (a)If the Contractor shall fail to remedy any default after written notice thereof from City's Representative, as City's Representative shall direct; or (b)If the Contractor shall fail for any reason other than the failure by City's Representative to make payments called upon when due; or (c)If the Contractor commits a substantial default under any of the terms, provisions, conditions, or covenants contained in this Agreement. 38. TERMINATION FOR CAUSE 38.01 At any time, and without prejudice to any other legal or equitable right or remedy that the City would otherwise possess hereunder or as a matter of law, the City upon giving the Contractor five (5) calendar days prior written notice shall be entitled to terminate this Agreement in its entirety for any of the following: (a)If the Contractor becomes insolvent, commits any act of bankruptcy, makes a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors and, after notice, fails to provide adequate assurance that it can remedy all of its defaults; or (b)If a receiver, trustee, or liquidator of any of the property or income of the Contractor is appointed; or (c)If the Contractor fails to prosecute the Work or any part thereof with diligence necessary to insure its progress and completion as prescribed by the time schedules; or (d)If the Contractor fails to remedy any default within ten (10) calendar days after written notice thereof from City's Representative, as City's Representative shall direct; or (e)If the Contractor fails for any reason other than the failure by City's Representative to make payments called upon when due; or (f) If the Contractor abandons the Work. Page 127 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 36 (g)If the Contractor commits a material default under any of the terms, provisions, conditions, or covenants contained in this Agreement. 39. TERMINATION FOR CONVENIENCE 39.01 The performance of the Work may be terminated at any time in whole or, from time to time, in part, by the City for its convenience. Any such termination shall be effected by delivery to the Contractor of a written notice (notice of termination) specifying the extent to which performance of the Work is terminated, and the date upon which termination becomes effective. 39.02 In the event of termination for convenience, the Contractor shall only be paid the reasonable value of the Work performed prior to the effective date of the termination notice and shall be further subject to any claim the City may have against the Contractor under other provisions of this Agreement or as a matter of law. In the event of termination for convenience, Contractor Waives and Releases any claim for lost profit, other than profit on Work performed prior to the effective date of such termination. 40. RIGHT TO COMPLETE 40.01 If this Agreement is terminated for cause, the City shall have the right but shall not be obligated to complete the Work itself or by others; and to this end, the City shall be entitled to take possession of and use such equipment, without rental obligation therefor, and materials as may be on the job site, and to exercise all rights, options, and privileges of the Contractor under its subcontracts, purchase orders, or otherwise; and the Contractor shall promptly assign such rights, options, and privileges to City. If the City elects to complete the Work itself or by others, pursuant to the foregoing, then the Contractor and/or Contractor’s surety will reimburse City for all costs incurred by the City (including, without limitation, applicable, general, administrative expenses, field overhead, the cost of necessary equipment, materials, field labor, additional fees paid to architects, engineers, attorneys or others to assist the City in connection with the termination and liquidated damages) in completing and/or correcting work by the Contractor that fails to meet any requirement of this Agreement or the other Contract Documents. 41. CLOSE OUT 41.01 After receipt of a notice of termination, whether for cause or convenience, unless otherwise directed by City's Representative, the Contractor shall, in good faith and to the best of its ability, do all things necessary in the light of such notice to assure the efficient and proper closeout of the terminated work (including the protection of City's property). Among other things, the Contractor shall, except as otherwise directed or approved by City's Representative, do the following: (a)Stop the work on the date and to the extent specified in the notice of termination; (b)Place no further orders or subcontracts for services, equipment, or materials, except as may be necessary for completion of such portion of the Work as is not terminated; (c)Terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by the notice of termination; Page 128 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 37 (d)Assign to City's Representative, in the manner and to the extent directed by it, all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated; in which case, City's Repre- sentative shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (e)With the approval of City's Representative, settle all outstanding liabilities and all claims arising out of such termination, orders, and subcontracts; (f)Deliver to City's Representative, when directed by City's Representative, all documents and all property, which if the Work had been completed, Contractor would have been required to account for or deliver to City's Representative, and transfer title to such property to City's Representative to the extent not already transferred. 42. TERMINATION CONVERSION 42.01 Upon determination of Court of competent jurisdiction that termination of the Contractor pursuant to Section 38 was wrongful and/or otherwise improper, such termination will be deemed converted to a termination for convenience pursuant to Section 39 and Contractor’s remedy for such termination shall be limited to the recovery of the payments permitted for termination for convenience as set forth in Section 39. 43. HIRING 43.01 During the term of this Agreement and for a period of one (1) year thereafter, the Contractor agrees not to solicit for hire any employee or employees of the City that were associated with work specified under this Agreement. In the event that this provision is breached by the Contractor, the Contractor agrees to pay the City damages in the amount equal to twelve (12) months of the employee's total compensation plus any legal expenses associated with enforcement of this provision. 44. ASSIGNMENT 44.01 This Agreement and the rights and obligations contained herein may not be assigned by the Contractor without the prior written approval of the City. 45. EFFECTIVE DATE 45.01 This Agreement goes into effect when duly approved by all the parties hereto and is contingent upon Contractor obtaining the bonds required herein. 46. OTHER TERMS 46.01 Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 46.02 Prioritization. Contractor and City agree that City is a political subdivision of the State of Texas and is thus subject to certain laws. Because of this there may be documents or portions thereof added by Contractor to this Agreement as exhibits that conflict with such laws, or that conflict with the terms and conditions herein Page 129 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 38 excluding the additions by Contractor. In either case, the applicable law or the applicable provision of this Agreement excluding such conflicting addition by Contractor shall prevail. The parties understand this section comprises part of this Agreement without necessity of additional consideration. 46.03 Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to any officer of the corporation for whom it is intended or if it is delivered or sent certified mail to the last business address as listed herein. Each party will have the right to change its business address by at least thirty (30) calendar days written notice to the other parties in writing of such change. 46.04 Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent or employee of the City, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder. 46.05 Amendment. No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 46.06 Mediation.After receipt of a written notice of a claim, the City may elect to refer the matter to the City’s Consultant, City's Representative or another party for review. Contractor will attend meetings called to review and discuss the claims and mitigation of the problem, and shall furnish any reasonable factual backup for the claim requested. The City may also elect to defer consideration of the claim until the Work is completed, in which case the same review options shall be available to the City at the completion of the Work. At any stage, the City, at its sole discretion, is entitled to refer a claim to mediation under the Construction Industry Mediation Rules of the American Arbitration Association, and, if this referral is made, Contractor will take part in the mediation process. The filing, mediation or rejection of a claim does not entitle Contractor to stop performance of the Work. The Contractor shall proceed diligently with performance of the Contract during the pendency of any claim, excepting termination or under City's direction to stop the Work. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The parties shall share the Mediator's fee and any filing fees equally and the Mediation shall be held in College Station, Texas. 46.07 Arbitration. In the event of a dispute and upon the mutual written consent of both parties, the parties may agree to arbitration without waiving any of their other rights hereunder. 46.08 Choice of Law and Place of Performance. This Agreement has been made under and shall be governed by the laws of the State of Texas. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 46.09 Authority to do business.The Contractor represents that it has a certificate of authority, authorizing it to do business in the State of Texas, a registered agent and registered office during the duration of this Agreement. 46.10 Authority to Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. Page 130 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 39 46.11 Waiver.Failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement, any part hereof, or the right of the City thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 46.12 Headings, Gender, Number. The article headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 46.13 Agreement Read. The parties acknowledge that they have had opportunity to consult with counsel of their choice, have read, understand and intend to be bound by the terms and conditions of this Agreement. 46.14 Multiple Originals.It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 46.15 Notice of Indemnification. City and Contractor hereby acknowledge and agree that this Agreement contains certain indemnification obligations and covenants. 46.16 Verification No Boycott. To the extent applicable, this Contract is subject to the following: (a)Boycott Israel. If this Contract is for goods and services subject to § 2270.002 Texas Government Code, Contractor verifies that it (i) does not boycott Israel; and (ii) will not boycott Israel during the term of this Contract; (b)Boycott Firearms. If this Contract is for goods and services subject to § 2274.002 Texas Government Code, Contractor verifies that it (i) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association; and (c)Boycott Energy Companies. Subject to § 2274.002 Texas Government Code Contractor herein verifies that it (i) does not boycott energy companies; and (ii) will not boycott energy companies during the term of this Contract. Page 131 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 Page | 40 List of Exhibits A.Wage Rates B.Performance & Payment Bonds C.Certificates of Insurance D.Plans & Specifications E.Construction Schedule F.Schedule of Values CITY OF COLLEGE STATION By: By: City Manager Printed Name: Date: ________________ Title: Date: APPROVED: City Attorney Date: ______________ Assistant City Manager/CFO Date: ______________ 5/31/2023 Member Ben Elliott 6/13/2023 6/13/2023 Page 132 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT A DAVIS BACON WAGE RATES Page 133 of 227 "General Decision Number: TX20230007 01/06/2023 Superseded General Decision Number: TX20220007 State: Texas Construction Types: Heavy and Highway Counties: Atascosa, Bandera, Bastrop, Bell, Bexar, Brazos, Burleson, Caldwell, Comal, Coryell, Guadalupe, Hays, Kendall, Lampasas, McLennan, Medina, Robertson, Travis, Williamson and Wilson Counties in Texas. HEAVY (excluding tunnels and dams, not to be used for work on Sewage or Water Treatment Plants or Lift I Pump Stations in Bell, Coryell, Mcclennon and Williamson Counties) and HIGHWAY Construction Projects Note: Contracts subject to the Davis-Bacon Act are generally required to pay at least the applicable minimum wage rate required under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but do not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). If the contract is entered into on or after January 30, 2022, or the contract is renewed or extended (e.g., an option is exercised) on or after January 30, 2022: If the contract was awarded on or between January 1, 2015 and January 29, 2022, and the contract is not renewed or extended on or after January 30, 2022: Executive Order 14026 generally applies to the contract. The contractor must pay all covered workers at least $16.20 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in 2023. Executive Order 13658 generally applies to the contract. The contractor must pay all covered workers at least $12.15 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on that contract in 2023. The applicable Executive Order minimum wage rate will be adjusted annually. If this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at Page 134 of 227 http://www.dol.gov/whd/govcontracts. Modification Number 0 Publication Date 01/06/2023 SUTX2011-006 08/03/2011 CEMENT MASON/CONCRETE FINISHER (Paving and Rates Structures) •••••••••••••••••••••• $ 12. 56 ** ELECTRICIAN ••......•••......•••.. $ 26.35 FORM BUILDER/FORM SETTER Paving & Curb ••••••••••••••• $ 12.94 ** Structures ....•••......•••.. $ 12.87 ** LABORER Asphalt Raker ............... $ 12.12 ** Flagger ..................... $ 9.45 ** Laborer, Common ............. $ 10.50 ** Laborer, Utility ............ $ 12.27 ** Pipelayer ................... $ 12.79 ** Work Zone Barricade Servicer .................... $ 11. 85 ** PAINTER (Structures) ••••••••••••• $ 18.34 POWER EQUIPMENT OPERATOR: Agricultural Tractor •••••••• $ 12.69 ** Asphalt Distributor ••••••••• $ 15.55 ** Asphalt Paving Machine .•••.. $ 14.36 ** Boom Truck ....•••......•••.. $ 18.36 Broom or Sweeper •••••••••••• $ 11.04 ** Concrete Pavement Finishing Machine ........... $ 15.48 ** Crane, Hydraulic 80 tons or less ••••••••••••••••••••• $ 18.36 Crane, Lattice Boom 80 tons or less ................ $ 15.87 ** Crane, Lattice Boom over 80 tons ••••••••••••••••••••• $ 19.38 Crawler Tractor ............. $ 15.67 ** Directional Drilling Locator •......•••......•••.. $ 11.67 ** Directional Drilling Operator •••••••••••••••••••• $ 17. 24 Excavator 50,000 lbs or Less .•••......•••......•••.. $ 12.88 ** Excavator over 50,000 lbs ••• $ 17.71 Foundation Drill, Truck Mounted •......•••......•••.. $ 16. 93 Front End Loader, 3 CY or Less •••••••••••••••••••••••• $ 13 .04 ** Front End Loader, Over 3 CY.$ 13.21 ** Loader/Backhoe •••......•••.. $ 14.12 ** Mechanic ......•••......•••.. $ 17 .10 Milling Machine ••••••••••••• $ 14.18 ** Motor Grader, Fine Grade •••• $ 18.51 Motor Grader, Rough ....•••.. $ 14.63 ** Pavement Marking Machine ••.. $ 19.17 Reclaimer/Pulverizer ........ $ 12.88 ** Fringes Page 135 of 227 Roller, Asphalt ••......•••.. $ 12.78 ** Roller, Other .•••......•••.. $ 10.50 ** Scraper •......•••......•••.. $ 12.27 ** Spreader Box ..•••......•••.. $ 14.04 ** Trenching Machine, Heavy ••.. $ 18.48 Servicer ......................... $ 14. 51 ** Steel Worker Reinforcing ...•••......•••.. $ 14.00 ** Structural ....•••......•••.. $ 19.29 TRAFFIC SIGNALIZATION: Traffic Signal Installation Traffic Signal/Light Pole Worker ••......•••......•••.. $ 16.00 ** TRUCK DRIVER Lowboy-Float ................ $ 15.66 ** Off Road Hauler ............. $ 11.88 ** Single Axle ................. $ 11.79 ** Single or Tandem Axle Dump Truck ....................... $ 11.68 ** Tandem Axle Tractor w/Semi Trailer ..................... $ 12.81 ** WELDER ....•••......•••......•••.. $ 15.97 ** WELDERS -Receive rate prescribed for craft performing operation to which welding is incidental. ** Workers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($16.20) or 13658 ($12.15). Please see the Note at the top of the wage determination for more information. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://www.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). Page 136 of 227 The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG'"' denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement {CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current Page 137 of 227 negotiated/CHA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * * * * an existing published wage determination a survey underlying a wage determination a Wage and Hour Division letter setting forth a position on a wage determination matter a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour National Office because National Office has responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requester considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISIO" Page 138 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 1.Payment greater than prevailing wage rate as listed within this document not prohibited per Texas Government Code, Chapter 2258, Prevailing Wage Rates, Subchapter A. General Provisions. 2.Not less than the following hourly rates shall be paid for the various classifications of work required by this project. Workers in classifications where rates are not identified shall be paid not less than the general prevailing rate of "laborer" for the various classifications of work therein listed. 3.The hourly rate for legal holiday and overtime work shall not be less than one and one-half (1 & 1/2) times the base hourly rate. 4.The rates listed are journeyman rates. Helpers may be used on the project and may be compensated at a rate determined mutually by the worker and employer, commensurate with the experience and skill of the worker but not at a rate less than 60% of the journeyman's wage as shown. Apprentices (enrolled in a federally certified apprentice program) may be used at the percentage rates of the journeyman scale stipulated in their apprenticeship agreement. At no time shall a journeyman supervise more than two (2) apprentices or helpers. All apprentices or helpers shall be under the direct supervision of a journeyman working as a crew. 5.Except for Heavy/Highway Construction, building construction wage rates shall be paid to all workers except those workers engaged in site work and construction beyond five feet of buildings. Page 139 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT B PERFORMANCE AND PAYMENT BONDS Page 140 of 227 THE STATE OF TEXAS THE COUNTY OF BRAZOS PERFORMANCE BOND Bond No. 1089183 § § § KNOW ALL MEN BY THESE PRESENTS: THAT WE, Elliott Construction, LLC , as Principal, hereinafter called "Contractor" and the other subscriber hereto The Hanover Insurance Company , as Surety, do hereby acknowledge ourselves to be held and firmly bound to the City of College Station, a municipal corporation, in the sum of Two Hundred Thirty-Three Thousand Seven Hundred Twenty-Four and NO /100 Dollars ($233,724.00 )forthe payment of which sum, well and truly to be made to the City of College Station and its successors, the said Contractor and Surety do bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT: WHEREAS, the Contractor has on or about this day executed a Contract in writing with the City of College Station for TTB 23-064 Ashburn Waterline Rehabilitation all of such Work to be done as set out in full in said Contract Documents therein referred to and adopted by the City Council, all of which are made a part of this instrument as fully and completely as if set out in full herein. NOW THEREFORE, if the said Contractor shall faithfully and strictly perform Contract in all its terms, provisions, and stipulations in accordance with its true meaning and effect, and in accordance with the Contract Documents referred to therein and shall comply strictly with each and every provision of the Contract, including all warranties and indemnities therein and with this bond, then this obligation shall become null and void and shall have no further force and effect; otherwise the same is to remain in full force and effect. It is further understood and agreed that the Surety does hereby relieve the City of College Station or its representatives from the exercise of any diligence whatever in securing compliance on the part of the Contractor with the terms of the Contract, including the making of payments thereunder and, having fully considered its Principal's competence to perform the Contract in the underwriting of this Performance Bond, the Surety hereby waives any notice to it of any default, or delay by the Contractor in the perfonnance of his Contract and agrees that it, the Surety, shall be bound to take notice of and shall be held to have knowledge of all acts or omissions of the Contractor in all matters pertaining to the Contract. The Surety understands and agrees that the provision in the Contract that the City of College Station shall retain certain amounts due the Contractor until the expiration of thirty (30) days from the acceptance of the Work is intended for the City's benefit, and the City of College Station shall have the right to pay or withhold such retained amounts or any other amount owing under the Contract without changing or affecting the liability of the Surety hereon in any degree. It is further expressly agreed by Surety that the City of College Station or its representatives are at liberty at any time, without notice to the Surety, to make any change in the Contract Documents and in the Work to be Contract No. 23300561 Construction Agreement Over $50,000 Form 12-15-2022 Page 141 of 227 done thereunder, as provided in the Contract, and in the terms and conditions thereof, or to make any change in, addition to, or deduction from the Work to be done thereunder; and that such changes, if made, shall not in any way vitiate the obligation in this bond and undertaking or release the Surety therefrom. Surety, for value received, stipulates and agrees that any change in Contract Time or Contract Sum shall not in anywise affect its obligation on this bond and it does hereby waive notice of any such change in Contract Time or Contract Sum. It is further expressly agreed and understood that the Contractor and Surety will fully indemnify and hold harmless the City of College Station from any liability, loss, cost, expense, or damage arising out of or in connection with the Work done by the Contractor under the Contract. In the event that the City of College Station shall bring any suit or other proceeding at law on the Contract or this bond or both, the Contractor and Surety agree to pay to the City the actual amounts of attorneys' fees incurred by the city in connection with such suit. This bond and all obligations created hereunder shall be performable in Brazos County, Texas. This bond is given in compliance with the provisions of Chapter 2253 of the Texas Government Code, as amended, which is incorporated herein by this reference. However, all of the express provisions hereof shall be applicable whether or not within the scope of said statute. Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United State Postal Service post office or receptacle, with proper postage affixed (certified mail, return receipt requested), addressed to the respective other party at the address prescribed in the Contract Documents, or at such other address as the receiving party may hereafter prescribe by written notice to the sending party. A copy of surety agent's "Power of Attorney" must be attached hereto. IN WITNESS THEREOF, the said Contractor and Surety have signed and sealed this instrument on the respective dates written below their signatures and have attached current Power of Attorney. Contract No. 23300561 Construction Agreement Over $50,000 Form 12-15-2022 Page 142 of 227 Bond No. 1089183 ---------- FOR THE CONTRACTOR: ATTEST & SEAL: (if a corporation) WITNESS: (if not a corporation) (SEAL) By:~?f,~ Name:Ji.;,~A ,~ Title: ur-Lc r ®fkf Date: JUNE 22, 2023 FOR THE SURETY: ATTEST/WITNESS (SEAL) By: i±aJ2.V\ t"'rt Al5fiAJ"!4 Name: Haevyn Knobloch Title: Surety Account Representative Date: JUNE 22, 2023 FOR THE CITY: REVIEWED: City Attorney ELLIOTT CONSTRUCTION, LLC (Name of Co~J ~lor) By: lfPr Name:ff~-~8f :.lf nt1e: /Vl e,,~W Date: JUNE 22, 2023 I I I The Hanover Insurance ComP,any (Full Name of Surety) , !11'! 440 Lincoln Street () (' Worcester, MA 01653 (Address of Sm·ety for Notice) By:~LOO~ \ Name: Tina Mclelland Title: Attorney-in-Fact Date: JUNE 22, 2023 THE FOREGOING BOND IS ACCEPTED ON BEHALF OF THE CITY OF COLLEGE STATION, TEXAS: City Manager NOTE: Date of bonds must be on or after the date of execution bv Citv. Contract No . 23300561 Construction Agreement Over $50,000 Form 12-15-2022 Page 143 of 227 THE STATE OF TEXAS THE COUNTY OF BRAZOS TEXAS STATUTORY PAYMENT BOND Bond No. 1089183 § § § KNOW ALL MEN BY THESE PRESENTS: THAT WE, a Elliott Construction, LLC , as Principal, hereinafter called "Principal" and the other subscriber hereto The Hanover Insurance Company ' a corporation organized and existing under the laws of the State of New Hampshire , licensed to business in the State of Texas and admitted to write bonds, as Surety, herein after called "Surety", do hereby acknowledge ourselves to be held and fitmly bound to the City of College Station, a municipal corporation, in the sum of Two Hundred Thirty-Three Thousand Seven Hundred Twenty-Four and _N_0 __ /100 Dollars ($ 233, 724.00 ) for payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns jointly and severally. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT: WHEREAS, Principal has entered into a certain contract with the City of College Station, dated the __ dayof June22 ,20~for ____________________ _ ITB 23-064 Ashburn Waterline Rehabilitation referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW THEREFORE, the condition of this obligation is such that if Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution of the Work provided for in said contract, then, this obligation shall be null and void; otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code and all liabilities on this bond shall be detennined in accordance with the provisions, conditions and limitations of said Code to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that any change in Contract Time or Contract Sum shall not in anywise affect its obligation on this bond, and it does hereby waive notice of any such change in Contract Time or Contract Sum. A copy of surety agent's "Power of Attorney" must be attached hereto. IN WITNESS THEREOF, the said Principal and Surety have signed and sealed this instrument on the respective dates written below their signatures. Contract No. 23300561 Construction Agreement Over $50,000 Form 12-15-2022 Page 144 of 227 Bond No. 1089183 FOR THE CONTRACTOR: ATTEST & SEAL: (if a corporation) WITNESS: (if not a corporation) Name: CZ Title: ..JY~~ Date: JUNE 22, 2023 FOR THE SURETY: ATTEST/WITNESS (SEAL) By:-fiao A Jl~j ,( pJ{ Rm .b Name: Haevyn Knobloch Title: Surety Account Representative Date: JUNE 22, 2023 FOR THE CITY: REVIEWED: City Attorney (SEAL) ELLIOTT CONSTRUCTION, LLC (Name of Contractor) By: lfP1= Name: ~ • /ki E-11.-.Jr Title: Mt.t ~ Date: JUNE 22, 2023 The Hanover Insurance Company (Full Name of Surety) \I I I 440 Lincoln Street Worcester, MA 01653 11 (Address of Surety for Notice) I Name: Tina Mclelland Title: Attorney-in-Fact Date: JUNE 22, 2023 THE FOREGOING BOND IS ACCEPTED ON BEHALF OF THE CITY OF COLLEGE STATION, TEXAS: City Manager NOTE: Date of bonds must be on or after the date of execution bv City. Contract No . 23300561 Construction Agreement Over $50,000 Form 12-15-2022 Page 145 of 227 THE HANOVER INSURANCE COMPANY MASSACHUSETTS BAY INSURANCE COMPANY CITIZENS INSURANCE COMPANY OF AMERICA POWER OF ATTORNEY THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated . KNOW ALL PERSONS BY THESE PRESENTS : That THE HANOVER INSURANCE COMPANY and MASSACHUSETTS BAY INSURANCE COMPANY, both being corporations organized and existing under the laws of the State of New Hampshire, and CITIZENS INSURANCE COMPANY OF AMERICA, a corporation organized and existing under the laws of the State of Michigan, (hereinafter individually and collectively the 'Company") does hereby constitute and appoint, Tina Mclelland, Robbie Martin, Josh Andrajack, and/or Haevyn Knobloch Of Boley Featherston Huffman & Deal Co. of Wichita Falls, TX each individually, if there be more than one named , as its true and lawful attorney(s)-in-factto sign , execute, seal , acknowledge and deliver for, and on its behalf, and as its act and deed any place within the United States, any and all surety bonds, recognizances , undertakings, or other surety obligations . The execution of such surety bonds, recognizances , undertakings or surety obligations , in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company, in their own proper persons. Provided however, that this power of attorney limits the acts of those named herein ; and they have no authority to bind the Company except in the manner stated and to the extent of any limitation stated below : Any such obligations in the United States, not to exceed Thirty Million and No/100 ($30,000,000) in any single i nstance That this power is made and executed pursuant to the authority of the following Resolutions passed by the Board of Directors of said Company, and sa id Resolutions remain in full force and effect: RESOLVED : That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attorneys-in-fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company . Any such writings so executed by such Attorneys-in-fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons. RESOLVED : That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto , granted and executed by the President o r Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed , even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982-Massachusetts Bay Insurance Company; Adopted September 7 , 2001 -Citizens Insurance Company of America and affirmed by each Company on March 24, 2014) IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents , this 14th day of September, 2021 . e Vloe Prestdent THE COMMONWEAL TH OF MASSACHUSETTS ) COUNTY OF WORCESTER ) ss . THE HANOVER INSURANCE COMPANY MASSACHUSETTS BAY INSURANCE COMPANY CITIZ NS INSURANCE COMPANY OF AMERICA On this 14th day of September, 2021 before me came the above named Executive Vice President and Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, to me personally known to be the individuals and officers described herein, and acknowledged that the seals affixed to the preceding instrument are the corporate seals of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, respectively , and that the said corporate seals and their signatures as officers were duly affixed and subscribed to said instrument by the authority and direction of said Corporations . I, the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay1 lnsurance Company and Citizens Insurance Company of America , hereby certify that the above and foregoing is a full , true and correct copy of the Original Power of Attorney issued by said Companies, and do hereby further certify that the said Powers of Attorney are still in force and effect. I / GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 2:2nd day of June 2023 CERTIFIED COPY J Page 146 of 227 IMPORTANT NOTICE To obtain information or make a complaint: You may call The Hanover Insurance Company/ Citizens Insurance Company of America's toll-free telephone number for information or to make a com_plalnt at: 1-800-343-6044 You may also write to The Hanover Insurance Company/ Citizens Insurance Company of America at: 440 Lincoln Street Worcester, MA 01653 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.gov E-mail: ConsumerProtection@tdi.texas.gov PREMIUM OR CLAIM DISPUTES: . Should you have a dispute concerning your premium or about a claim you should contact the agent or the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. Texas Complaint Notice Commercial Lines AVISO IMPORTANTE Para obtener lnformacion o para someter una queja: Usted puede Hamar al numero de telefono gratis de The Hanover Insurance Company/Citizens Insurance Company of America's para informacion o para someter una queja al: 1-800-343-6044 Usted tamblen puede escribir a The Hanover Insurance Company/Citizens Insurance Company of America al: 440 Lincoln Street Worcester, MA 01653 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.texas.gov E-mail: ConsumerProtectlon@tdi.texas.gov DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Si tiene una di sputa concerniente a su prlma o a un reclamo, debe comunicarse con el agente o la com- pania primero. Si nose resuelve la disputa, puede entonces comunicarse con el departamento (TOI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposlto de informacion y no se convierte en parte o condiclon del documento adjunto. 181'145711Vt3J 1'1191 I ol I The Hanover Insurance Company I 440 llncoln Street. Worcester, MA 01653 Citizens Insurance Company of America I 808 North Highlander Way, Howell, Ml 48843 hanover.com Page 147 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT C CERTIFICATES OF INSURANCE AND ENDORSEMENTS Page 148 of 227 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/16/2023 (940) 723-7111 (940) 723-7531 10178 Elliott Construction, LLC P. O. Box 3788 Bryan, TX 77805 A 1,000,000 CPP100058266-02 7/1/2022 7/1/2023 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A CA100058267-02 7/1/2022 7/1/2023 5,000,000A UMB100058268-02 7/1/2022 7/1/2023 5,000,000 10,000 A WC0100058269-02 7/1/2022 7/1/2023 1,000,000 N 1,000,000 1,000,000 A Installation / Build CPP100058266-02 7/1/2022 Installation Floater 500,000 BID # 23-064 City of College Station 1101 Texas Ave. College Station, TX 77842 ELLICON-02 ECALLEN Boley-Featherston Insurance 701 Lamar Street Wichita Falls, TX 76301 FCCI Insurance Company X 7/1/2023 X X X X X X X X Page 149 of 227 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Boley-Featherston Insurance ELLICON-02 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Elliott Construction, LLC P. O. Box 3788 Bryan, TX 77805 SEE PAGE 1 ECALLEN 1 Additional Information The Auto, Umbrella and General Liability policies include a blanket additional insured endorsement that provides additional insured status to any person or organization when there is a written contract that requires such status. The General Liability policy includes a blanket additional insured endorsement that provides additional insured status in regard to completed operations to any person or organization when there is a written contract that require such status. The Auto, General Liability, Umbrella and Workers Compensation policies include a blanket waiver of subrogation endorsement that provides waiver of subrogation to any person or organization when there is a written contract that requires such status. The general liability and auto policies contains a special endorsement with "Primary and Noncontributory" wording. Page 150 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT D PLANS AND SPECIFICATIONS Page 151 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT E CONSTRUCTION SCHEDULE Page 152 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT F SCHEDULE OF VALUES Page 153 of 227 2 Date : May 4, 2023 CONTRACTOR'S PROPOSAL AND AL TERNA TES (if applicable) BID# 23-064 PROPOSAL FROM: Elliott Construction, LLC PROPOSAL TO: City of College Station, 1101 Texas Ave. College Station, TX 77842 The Undersigned proposes to furnish all labor, services, materials, tools, and necessary equipment for the construction of the Ashburn Waterline Rehabilitation Project and to perform the work required for the construction of said Southside Safety Improvements Project at the location set out by the Plans and Specifications, in strict accordance with the Contract Documents. Please type or write legibly in blue or black ink. A unit price is required for all bid items. If there are discrepancies between unit prices and totals , the unit price will prevail. Please initial all corrections and do not round totals. In submitting this Proposal, it is understood that this Proposal may not be altered or withdrawn for ninety (90) days , and that the Owner has reserved the right to reject any and all Proposals. The Undersigned certifies that this Proposal is made in good faith, without collusion or connection with any other person, persons, partnership, company, firm, association, or corporation offering Proposals on this work, for the following sum or prices to wit: BASE PROPOSAL: Stipulated Total Bid ofw/o Alternates:$ 233,724.00 ~~~~~~~~~~~~ CALENDAR DAYS: Total number of calendar days to substantial completion is 60. RECEIPT OF ADDENDA I hereby acknowledge receipt of the following Addenda: Addendum 1 , 2 and 3 CONTRACTOR NAME: J. Ben Elliott, Managing Member CONTRACTOR SIGNATURE: __ -+~-~,,__ .... ~ ..... ~---------- Addendum#1 Page 2 of 2 23-064 Ashburn Waterline Rehabilitation Page 154 of 227 City of College Station Bid Form for 23-064 "Ashburn Wate rline Rehabilitatio n" Open Date : Th ursday , May 4 , 2023 @2 :00pm CT Item No . Item Descriotion Quantitv Unit A . GENERAL CO NSTRUCTION ITE MS 1 LS 1 Mobilization 1 LS s 2 Traffic Control 1 LS s 3 Erosion and Sedimentation Control 1 LS s Block Sodding (1111/111911201 Ashburn, 800 Woodland Pkwy, and 16 SF Per Water Service 4 Con neclionl 816 SF s 5 Trench Sa fetv 1 460 LF s B. CLEARING AN D DEM OLITION ITE MS 6 Grout Fill Exis tino 6" Water Line I Flowable Fill\ I 1130 I LF s I C . ROADWAY CONSTRUCTIO N ITEM S 7 Remove & Reola ce 6" Curb and Gutter 35 LF s 8 Remove & Reolace Concrete Acron 16 SY s 9 Remove & Renlace Gravel Drive IWoodland P~~· 65 SY s 10 Remove & Reolace 8.5" Cement Stabilized TxDOT Tvoe D Cru shed Concrete 746 SY s D. SANI TARY SEWER CO NSTRUCTIO N IT EM S I 11 6" SDR26-ASTM D2241 PVC Sanitary Sewer Line by Open Cut with Full Depth Cement Stabilized 40 LF s Sand Backfill I E. WA TER CONSTRUCTION ITEMS 12 14" Diameter 3/8" Thick Stee l Casing Pipe w/ 6" AWWA C-900 DR14 PVC Water Line by Bore 20 LF s 13 6" AWWA C-900 DR14 PVC Water Line by Open Cut with Full Depth Cement Stabilized Sand 1,205 LF s Backfill 14 4" AWWA C-900 DR14 PVC Water Line by Open Cut with Fu ll Depth Cement Stabilized Sand 215 LF s Backfill 15 6" Gate Valve 2 EA s 16 4" Gate Valve 1 EA s 17 6"x4'Tee 1 EA s 18 6"x6'Tee 2 EA s 19 4"x45" Bend 2 EA s 20 4"x22 .5" Bend 1 EA s 21 4"x 11 .25" Be nd 1 EA s 22 6"x45" Bend 8 EA s 23 Install 3/4" Tvoe "K" Short Service 8 EA s 24 Install 3/4" Tvoe "K" Lo na Service 12 EA s 25 Connect to Existi na Water Line 2 EA s 26 Temoorarv Water 1 440 LF s 27 Fire Hvdran t Assemblv 2 EA s 23-064 Bid Form Addendum 1 Un it Price Item Cost s 10 500.00 s 10 500.00 5 800.00 s 5800.00 3 500 .00 s 3 500.00 1.50 s 1 224 .00 4.00 s 5 840.00 Su b-t otal s 26 864 .00 15.00 s 16 950.00 Su b -t otal s 16 950.00 60.00 s 2100.00 140.00 s 2 240.00 25.00 s 1625.00 40.00 s 29 840.00 Sub-total s 35805.00 85.00 s 3 400.00 Su b-tota l s 3 400.00 480.00 s 9600.00 58.00 s 69 890.00 50.00 s 10750.00 1 600.00 s 3200.00 1 300.00 s 1 300.00 625.00 s 625.00 650.00 s 1 300.00 350.00 s 700.00 350.00 s 350.00 350.00 s 350.00 450 .00 s 3600.00 1100.00 s 8 800.00 1 900.00 s 22 800.00 1 200.00 s 2 400.00 1.00 s 1 440.00 6 800 .00 s 13600.00 Sub-total s 150,705.00 Tota l Ba s e Bid $ 233 724.00 Page 155 of 227 June 22, 2023 Item No. 8.1. Presentation on TextPower Customer Outage Notifications Sponsor: Timothy Crabb, Director of Electric Reviewed By CBC: N/A Agenda Caption:Presentation, discussion, and possible action regarding a presentation on the implementation of CSU Electric customer text notifications for planned and unplanned outages. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff recommends Council receive this presentation. Summary: TextPower software integrates with the outage management software to allow CSU Electric customers experiencing a service interruption to be informed of both planned and unplanned outages and status updates through text messaging. With this software, Electric customers will also be able to report an outage at their CSU service location. Additionally, TextPower will allow messaging alerts among internal staff grouped according to the appropriate level of information needed. Budget & Financial Summary: N/A Attachments: None Page 156 of 227 June 22, 2023 Item No. 8.2. Code Enforcement division update. Sponsor: Debbie Eller, Director of Community Services Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action on an update from the Code Enforcement division. Relationship to Strategic Goals: Good Governance, Core Services & Infrastructure, Neighborhood Integrity Recommendation(s): Receive the report and provide feedback. Summary: Code Enforcement staff will provide an update regarding code enforcement activities. Budget & Financial Summary: N/A Attachments: None Page 157 of 227 June 22, 2023 Item No. 9.1. Bird Blinds Construction Contract Sponsor: Jennifer Cain, Director Capital Projects Reviewed By CBC: City Council Agenda Caption:Presentation, discussion, and possible action on a construction contract with Quality Works Construction Inc, in the amount of $112,490 for the development of two bird viewing structures in Lick Creek Park, plus the City’s contingency in the amount of $5,000, for a total appropriation of $117,490. Approval of this item grants authority for the City Manager to authorize expenditures up to the City’s contingency amount. Relationship to Strategic Goals: Core Services and Infrastructure Recommendation(s): Staff recommends approval and award of the construction contract with Quality Works Construction Inc, for the development of two bird viewing structures, in Lick Creek Park, in the amount of $112,490. Summary: The proposed construction project includes the development of two bird viewing structures in Lick Creek Park. The first structure includes a five-foot-wide concrete sidewalk, connecting the existing sidewalk around the Nature Center to this structure, creating a fully accessible route from the parking lot to this structure. In addition, a wooden bench, and hose bib will be added to this structure. The second structure will be constructed as the first structure, but does not include an improved path, hose bib or bench at this location. Two (2) sealed, competitive bids were received and opened on March 14, 2023. Quality Works Construction, Inc. was selected. Budget & Financial Summary: Budget in the amount of $150,000 is included for this project in the Parks Capital Improvement Projects Fund. A total of $32,501 has been expended or committed to date, leaving a balance of $117,499 for this contract and future costs. Attachments: 1. Bird Blinds Location Map 2. Bird Blinds Vendor Signed Contract Page 158 of 227 Page 159 of 227 CONTRACT & AGREEMENT ROUTING FORM __Original(s) sent to CSO on _____ Scanned into Laserfiche on _________ ____Original(s) sent to Fiscal on ________ CONTRACT#: PROJECT#: _________ BID/RFP/RFQ#: Project Name / Contract Description: _ Name of Contractor: CONTRACT TOTAL VALUE: $ Grant Funded Yes No If yes, what is the grant number: Debarment Check Yes No N/A Davis Bacon Wages Used Yes No N/A Section 3 Plan Incl. Yes No N/A Buy America Required Yes No N/A Transparency Report Yes No N/A NEW CONTRACT RENEWAL # _____ CHANGE ORDER # _____ OTHER ______________ BUDGETARY AND FINANCIAL INFORMATION (Include number of bids solicited, number of bids received, funding source, budget vs. actual cost, summary tabulation) (If required)* CRC Approval Date*: __________ Council Approval Date*: ____________ Agenda Item No*: ______ --Section to be completed by Risk, Purchasing or City Secretary’s Office Only— Insurance Certificates: ______ Performance Bond: ________ Payment Bond: ________ Info Tech: _______ SIGNATURES RECOMMENDING APPROVAL __________________________________________ _________________________________ DEPARTMENT DIRECTOR/ADMINISTERING CONTRACT DATE __________________________________________ _________________________________ ASST CITY MGR – CFO DATE __________________________________________ _________________________________ LEGAL DEPARTMENT DATE APPROVED & EXECUTED __________________________________________ _________________________________ CITY MANAGER DATE __________________________________________ _________________________________ MAYOR (if applicable) DATE __________________________________________ _________________________________ CITY SECRETARY (if applicable) DATE 23300498 PK2302 23-047 Bird Viewing Blinds at Lick Creek Park Construction Contract Quality Works Construction, Inc. 112,490 A solicitation was issued for CSP (RFP) 23-047. Two proposals were received, of which Quality Works Construction, Inc. was selected based upon the evaluation criteria analysis and evaluation of the proposals received. PK2302 - 41389971 6561 N/A 6.22.23 JU JU JU N/A N/A 6/7/2023 Page 160 of 227 CITY OF COLLEGE STATION STANDARD FORM OF CONSTRUCTION AGREEMENT This Agreement is entered into by and between the City of College Station, a Texas home-rule municipal corporation (the "City") and Quality Works Construction Inc. (the "Contractor") for the construction and/or installation of the following: Lick Creek Bird Blinds at Lick Creek Park; as described in RFP (CSP) 23-047 1. DEFINITIONS 1.01 Calendar Day. The term "calendar day" shall mean any day of the week or month, no days being excepted. 1.02 City. The term "City" shall mean and be understood as referring to the City of College Station, Texas. 1.03 City's Consultant. The term "City's Consultant" or "Consultant" shall mean and be understood as referring to the City's design professional(s) for the Project. 1.04 Citv's Representative. The term "City's Representative" or "Representative" shall mean and be understood as referring to the City Manager or his delegate or delegates, including a project management firm if applicable, who shall act as City's agent. 1.05 Contingency Amount. The term "Contingency Amount" shall mean and be understood as referring to the amount established and appropriated by the City, to be used exclusively by the City and in the City's sole discretion, to pay City-authorized costs associated with Change Orders and other related expenses for this Project. The Contractor agrees that the Contingency Amount, if any, is established by and is for the sole use of the City, that the Contingency Amount is not included in the Contract Amount, and that the Contractor has no right to use or receive any Contingency Amount unless authorized by the City in a written and duly authorized change order. T~City's Contin~ncyAmo@tis: _F_~_e~T_h_o_u_~_n_d~~~~~~~~~~~~~~~~~~~~~- and 00 /100 Dollars($ 5,000.00 ). 1.06 Contract Amount. The term "Contract Amount" shall mean the amount of Contractor's lump sum base bid proposal, together with all alternates, as accepted by the City in accordance with the Contractor's Proposal. In the case of a unit price contract, Contract Amount shall mean the sum of the product of all unit prices multiplied by the respective estimated final quantities of work, for all base bid and alternates, as accepted by the City. Except in the event of a duly authorized change order approved by the City as provided in this Agreement, and in consideration of the Contractor's final completion of all Work in conformity with this Agreement, the City shall pay the Contractor an amount not to exceed: One Hundred Twelve Thousand Four Hundred Ninety and 00 /100 Dollars ($ $112,490.00 ). 1.07 Contract Documents. The term "Contract Documents" shall mean those documents listed in Section 2.01. 1.08 Contractor. The term "Contractor" shall mean the person(s), partnership, or corporation who has agreed to perform the Work contemplated in this Agreement and the other Contract Documents. 1.09 Contractor's Proposal. The term "Contractor's Proposal" shall mean the document provided by the Contractor in response to, and shall include all information required by the City's Request for Proposal/Invitation to Bid for the Project. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 11 Page 161 of 227 1.10 Extra Work. The term "Extra Work" shall mean and include work that is not covered or contemplated by the Contract Documents but that may be required by City's Representative and approved by the City in writing prior to the work being done by the Contractor. 1.11 Final Completion. The term "Final Completion" shall mean that all the Work has been completed, all final punch list items have been inspected and satisfactorily completed, all payments to materialmen and subcontractors have been made, all documentation and warranties have been submitted, and all closeout documents have been executed and approved by the City. 1.12 Hazardous Substance. The term "Hazardous Substance" shall mean and include any element, constituent, chemical, substance, compound, or mixture, which is defined as a hazardous substance by any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean- up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCRA"), The Toxic Substances Control Act ("TSCA"), The Clean Water Act ("CW A"), The Clean Air Act ("CAA"), and the Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA"), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all such laws, rules and regulations being referred to collectively as "Environmental Laws"). 1.13 Environmental Laws. The term "Environmental laws" shall mean collectively, any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCRA"), The Toxic Substances Control Act ("TSCA"), The Clean Water Act ("CW A"), The Clean Air Act ("CAA"), and the Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA"), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws. 1.14 Interpretation of Phrases. Whenever the words "directed", "permitted", "designated", "required", "considered necessary", "prescribed", or words of like import are used, it is understood that the direction, requirement, permission, order, designation, or prescription of City's Representative is intended. Similarly, the words "approved", "acceptable", "satisfactory", or words of like import shall mean approved by, accepted by, or satisfactory to City's Representative. 1.15 Nonconforming work. The term "nonconforming work" shall mean Work or any part thereof that is rejected by City's Representative as not conforming with the Contract Documents. 1.16 Parties. The "parties" are the City and the Contractor. 1.17 Project. The term "Project" shall mean the construction of an improvement to real property where the Work comprises either whole or a part of such construction and which may include construction by the City or separate contractors. 1.18 Project Manager. The term "Project Manager" shall mean the Contractor's Project Manager. The Project Manager shall assist the City in performing various administrative and oversight duties relating to the Work, subject to limitations in authority that must be verified by Contractor. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 12 Page 162 of 227 1.19 Subcontractor. The term "subcontractor" shall mean and include only those hired by and having a direct contract with Contractor for performance of work on the Project. The City shall have no responsibility to any subcontractor employed by a Contractor for performance of work on the Project, and all subcontractors shall look exclusively to the Contractor for any payments due. 1.20 Substantially Completed. The term "Substantially Completed" means that in the opinion of the City's Representative the Project, including all systems and improvements, is in a condition to serve its intended purpose but still may require minor miscellaneous work and adjustment. Final payment of the Agreement Price, including retainage, however, shall be withheld until Final Completion and acceptance of the Work by the City. Acceptance by the City shall not impair or waive any warranty obligation of Contractor. 1.21 Work. The term "Work" as used in this Agreement shall mean the construction and services required by the Contract Documents and Exhibits, including any duly authorized change orders, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill its obligations. The Work may constitute the whole or a part of the Project. The Work includes but is not limited to all labor, parts, supplies, skill, supervision, transportation, services, and other facilities and all other items needed to produce, construct, and fully complete the Project. 1.22 Working Day. A "working day" means any day not including Saturdays, Sundays, or legal holidays. 2. CONTRACT DOCUMENTS 2.01 The Contract Documents and their priority shall be as follows: (a) This signed Agreement. (b) Addendum to this Agreement. (c) General Conditions, as may be applicable. (d) Special Conditions, as may be applicable. (e) Specifications, including the technical specifications set out at BCS Unified Design Guidelines ("Specifications"). (f) Plans. (g) Instructions to Bidders and any other notices to Bidders or Contractor. (h) Performance bond, Payment bonds, Bid bonds and Special bonds. (i) Contractor's Proposal. 2.02 Where applicable, the Contractor will be furnished three (3) sets of plans, specifications, and related Contract Documents for its use during construction. Plans and Specifications provided for use during construction shall be furnished directly to the Contractor only. 2.03 The Contractor shall distribute copies of the Plans and Specifications to suppliers and subcontractors as necessary. The Contractor shall keep one (1) copy of the Plans and Specifications accessible at the work site with the latest revisions noted thereon. For proper execution of the Work contemplated by this Agreement, additional sets of drawings, plans and specifications may be purchased by the Contractor. 2.04 All drawings, specifications, and copies thereof furnished by the City shall not be re-used on other work, and with the exception of one (1) copy of the signed Contract Documents, all documents, including sets of the Plans and Specifications and "as built" drawings, are to be returned to the City on request at the completion of the Work. All Contract Documents, models, mockups, or other representations are the property of the City. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 3 Page 163 of 227 2.05 In the event of inconsistencies within or between parts of the Contract Documents, the Contractor shall (1) provide the better quality or greater quantity of Work, or (2) comply with the more stringent requirement, either or both in accordance with the City's interpretation. The terms and conditions of this Section 2.05, however, shall not relieve the Contractor of any of the obligations set forth in Sections 8.01. and 8.02 of this Agreement. 3. AWARD OF CONTRACT 3.01 Upon the notice of intent to award of the contract by the City, the parties shall execute this Agreement, and the Contractor shall deliver to City's Representative all documents, bonds, and certificates of insurance required herein. 3.02 Time is of the essence of this Agreement. Accordingly, the Contractor shall be prepared to perform the Work in the most expedient and efficient possible manner in order to complete the Work by the times specified in this Agreement for Substantial Completion and Final Completion. In addition, the Contractor's work on the Project shall be commenced on the date to be specified in the City's written notice to proceed. The notice to proceed may not be given, nor may any Work be commenced, until this Agreement is fully executed and complete, including all required exhibits and other attachments, particularly those required under Sections 27 and 28 (Insurance & Bonds). 4. CITY'S REPRESENTATIVE 4.01 The Contractor shall forward all communications, written or oral, to the City through the City's Representative. 4.02 The City's Representative may periodically review and inspect the Work of the Contractor. 4.03 The City's Representative shall appoint, from time to time, such subordinate supervisors or inspectors as City's Representative may deem proper to inspect the Work performed under this Agreement and ensure that said Work is performed in accordance with the Plans and Specifications. 4.04 The City's Representative shall interpret questions concerning the Contract Documents. The City's inspector has authority to reject any of the Work for failure to comply with the Contract Documents and/or applicable laws. 4.05 Should the Contractor object to any orders by any subordinate supervisor or inspector, the Contractor may, within two (2) days from receipt of such order, make written appeal to City's Representative for his decision. 5. INDEPENDENT CONTRACTOR 5.01 In all activities or services performed hereunder, the Contractor is an independent contractor and not an agent or employee of the City. The Contractor, as an independent contractor, shall be responsible for the final product contemplated under this Agreement. Except for materials furnished by the City, the Contractor shall supply all materials, equipment and labor required for the execution of the Work. The Contractor shall have ultimate control over the execution of the Work under this Agreement. The Contractor shall have the sole obligation to employ, direct, control, supervise, manage, discharge, and compensate all of its employees and subcontractors, and the City shall have no control of or supervision over the employees of the Contractor or any of the Contractor's subcontractors except to the limited extent provided for in this Agreement. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 14 Page 164 of 227 5.02 Standard of Care. The Work shall be performed in a good and workmanlike manner, and in accordance with this Agreement, and all applicable laws, codes, and regulations. The construction of the Project is subject to amendments and adjustments to the Contract required by any applicable changes in regulations or requested or approved by in writing by the City. If at any time during the progress of the Work the Contractor becomes aware of any errors or omissions in the Plans or Specifications for this Project or that the Agreement deviates from applicable legal requirements, Contractor shall promptly provide written notice thereof to the City. The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. 5.03 The Contractor shall retain personal control and shall give its personal attention to the faithful prosecution and completion of the Work and fulfillment of this Agreement. The Contractor shall be responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. The subletting of any portion or feature of the Work or materials required in the performance of this Agreement shall not relieve the Contractor from its obligations to the City under this Agreement. The Contractor shall appoint and keep on the Project site during the progress of the Work, including at all times subcontractors are present at the Project site, a competent English speaking Project Manager and/or superintendent and any necessary assistants, all satisfactory to City's Representative, to act as the Contractor's representative and to supervise its employees and subcontractors. All directions given to the Project Manager and/or superintendent shall be binding as if given to the Contractor. Adequate supervision by competent and reasonable representatives of the Contractor is essential to the proper performance of the Work, and lack of such supervision shall be grounds for suspending the operations of the Contractor and is a breach of this Agreement. 5.04 Unless otherwise stipulated, the Contractor shall provide and pay for all labor, materials, tools, equipment, transportation, facilities, and drawings, including engineering, and any other services necessary or reasonably incidental to the performance of the Work by the Contractor. Any additional work, material, or equipment needed to meet the intent of this provision shall be supplied by the Contractor without claim for additional payment, even though not specifically mentioned herein. 5.05 Any injury or damage to the Contractor or the Project caused by an act of God, natural cause, a party or entity not privy to this Agreement, or other force majeure shall be assumed and borne by the Contractor. 6. DISORDERLY EMPLOYEES The Contractor agrees to employ only orderly and competent employees skillful in the performance of the type of work required, and agrees that whenever City's Representative shall inform the Contractor in writing that any person or persons on the Project are, in his opinion, incompetent, unfaithful, or disorderly, such person or person shall be discharged from the Project and shall not again be re-employed on the site or the Project without City's Representative's written permission. 7. HOURS OF WORK The Contractor may work Monday through Friday from 7 a.m. to 6 p.m., exclusive of Saturdays, Sundays, or legal holidays. The Contractor may work overtime, weekends, and holidays only when approved in advance by the City's Representative. The time for Substantial Completion shall not be affected in any way by inclusion of this section or by the City's consent or lack of consent to work outside of the times specified in this Agreement. 8. NATURE OF THE WORK 8.01 It is understood and agreed that the Contractor has, by careful examination, studied and compared the Plans and other Contract Documents, satisfied itself as to the nature and location of the Work, the conditions of Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 5 Page 165 of 227 the ground and soil, the nature of any structures, the character, quality, and quantity of the material to be utilized, the character of equipment and facilities needed for and during the prosecution of the Work, the time needed to complete the Work, Contractor's ability to meet all deadlines and schedules required by this Agreement, the general and local conditions, including but not limited to weather, and all other matters that in any way affect the Work under this Agreement. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered, or which reasonably should have been discovered by the Contractor shall be reported promptly to the City as a request for information in such form as the City may require. However, the Contractor shall not perform any act or do any Work that places the safety of persons at risk or potentially damages materials or equipment used in the Project, and the Contractor shall do nothing that would render any test or tests erroneous. 8.02 Any design errors or omissions noted by the Contractor shall be reported promptly to the City, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. Any nonconformity discovered by or which reasonably should have been discovered or made known to the Contractor shall be reported promptly to the City. 8.03 If the Contractor fails to perform the obligations of Sections 8.01. and 8.02., the Contractor shall pay such costs and damages to the City as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the City for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized or reasonably should have recognized such error, inconsistency, omission or difference and knowingly failed to report it to the City. 9. POST-AGREEMENT AW ARD MEETINGS 9.01 Prior to the commencement of the Work, the parties shall meet and attend a post-agreement award meeting at the time and place determined by City's Representative. At the post-agreement award meeting, the parties shall meet, discuss, and finalize all schedules, including commencement date, and/or specifications submitted for review. No later than ten (10) days prior to the post-agreement award meeting, the Contractor shall submit to City's Representative the following documents: (a) Schedule for performance of the Work ("Construction Schedule"). Project Schedule contemplated, including the starting and ending date, as well as an indication of the completion of stages of Work hereunder. Such document, once approved by the City and, if applicable, the City's Consultant shall be incorporated into this Agreement as a Contract Document and attached hereto as Exhibit E. If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the City and Consultant and resubmitted for acceptance. The Construction Schedule shall not be modified except by written change order. Additional days or changes to the number of days in the Construction Schedule shall also be by written change order. After a written change order is approved and fully executed by all parties, the Contractor shall submit an updated Construction Schedule that reflects changes authorized by approved change orders. The Construction Schedule shall not exceed time limits current under the Contract Documents, shall be submitted with each pay application, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. (b) The names and addresses of all proposed subcontractors in writing. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 6 Page 166 of 227 ( c) Schedules of the starting and ending dates of subcontractors and the scope of Work contemplated for subcontractors. (d) Name, local office, phone number and addresses and, home phone numbers for the Contractor and its Project Superintendent/Manager. (e) For construction projects, four (4) copies of all shop and/or setting drawings or schedules for the submission thereof, including PDF/electronic versions and CAD files. (f) Where applicable, materials procurement schedules and material supplier names, addresses and phone numbers. 9.02 The City's Representative, within five (5) working days after the initial post-agreement award conference or any other meetings, may submit minutes of the meeting to the Contractor. The Contractor shall thereafter have five (5) working days to review the minutes and make its objections, changes, or reductions thereto in writing. The Contractor shall thereafter sign the minutes and promptly return them to City's Representative. Where there is disagreement, City's Representative will make the final determination. 10. PROGRESS OF WORK 10.01 The Construction Schedule shall be in a detailed precedence-style critical path method ("CPM") or primavera-type format satisfactory to the City and the Consultant. The Construction Schedule shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy; and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents (hereinafter referred to as "Milestone Dates"). If not accepted, the Construction Schedule shall be promptly revised by the Contractor in accordance with the recommendations of the City and Consultant and resubmitted for acceptance. 10.02 Further, the parties shall be subject to the following: (a) The Contractor shall submit a Construction Schedule and schedule of values at the initial post- agreement award meeting and subsequent meetings. (b) City's Representative shall be entitled to make objections to the Contractor's Construction Schedule submitted herein. The Contractor shall promptly resubmit a revised Construction Schedule to City's Representative. (c) The Project Superintendent/Manager shall coordinate its activities with City's Representative. If required by the City, the Contractor shall provide a weekly schedule of planned activities, which may be reviewed on a daily basis. (d) The Contractor shall submit, at such time as may reasonably be requested by City's Representative, additional schedules that shall list the order in which the Contractor proposes to carry on the Work with dates at which the Contractor will start the several parts of the Work and the estimated dates of completion of the several parts. (e) The Contractor shall attend additional meetings called by City's Representative upon twenty-four (24) hours written notice unless otherwise agreed in writing by the parties. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 17 Page 167 of 227 (f) When the City is having other work done, either by agreement or by its own force, City's Representative may direct the time and manner of work done under this Agreement so that conflicts will be avoided and the various work being done by and for the City shall be coordinated. (g) In the event that it is determined by the City that the progress of the Work is not in accordance with the approved Construction Schedule, the City may so inform the Contractor and require the Contractor to take such action as is necessary to insure completion of the Project within the time specified. 10.03 The process of approving the Construction Schedule and updates to the Construction Schedule shall not constitute a warranty by the City that any non-Contractor milestones or activities will occur as set out in the Construction Schedule. Approval of the Construction Schedule does not constitute a commitment by the City to furnish any City-furnished information or material any earlier than the City would otherwise be obligated to furnish that information or material under the Contract Documents. Failure of the Work to proceed in the sequence scheduled by Contractor shall not alone serve as the basis for a claim for additional compensation or time. In the event there is interference with the Work which is beyond its control, Contractor shall attempt to reschedule the Work in a manner that will hold the additional time and costs beyond its control to a minimum. The Contractor shall monitor the progress of the Work for conformance with the requirements of the Construction Schedule and shall promptly advise the City of any delays or potential delays. In the event the Construction Schedule indicates any delays, the Contractor shall propose an affirmative plan to correct the delay. In no event shall any adjustment to the Construction Schedule constitute an adjustment in the Contract Time, any Milestone Date or the Contract Sum unless any such adjustment is agreed to by the City and authorized pursuant to Change Order. 10.04 The Contractor shall also prepare a submittal schedule promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Consultant's approval. The Consultant's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (i) be coordinated with the Contractor's Construction Schedule; and (ii) allow the Consultant reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. 10.05 In the event the City determines that the performance of the Work, as of a Milestone Date or otherwise, has not progressed or reached the level of completion required by the Contract Documents, the City shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including, without limitation, (i) working additional shifts or overtime; (ii) supplying additional manpower, equipment, and facilities; and (iii) other similar measures (hereinafter referred to collectively as "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The City's right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor's compliance with the Construction Schedule. (a) The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the City under or pursuant to this Subsection. (b) The City may exercise the rights furnished the City under or pursuant to this Subsection as frequently as the City deems necessary to ensure that the Contractor's performance of the Work will comply with any Milestone Date or completion date set forth in the Contract Documents. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 8 Page 168 of 227 10.06 Work Stoppage. If in the judgment of either the City or City's Representative any of the Work or materials furnished is not in strict accordance with this Agreement or any portion of the Work is being performed so as to create a hazardous condition, they may, in their sole discretion, order the Work of the Contractor or any subcontractor wholly or partially stopped until any objectionable person, work, or material is removed from the premises. Such stoppage or suspension shall neither invalidate any of the Contractor's performance obligations under this Agreement, including the time of performance and deadlines therefore, nor will any extra charge be allowed the Contractor by reason of such stoppage or suspension. 11. SITE CONDITIONS AND MANAGEMENT 11.01 Where the Contractor is working around or in existing structures, it shall verify conditions at the site, including but not limited to, door openings and passages. Any items constructed or manufactured off-site or outside of buildings shall be done so that they are not too bulky for existing facilities. The Contractor shall provide special apparatus as required to handle any such items. All special handling equipment charges shall be at the Contractor's expense. Further, Contractor shall include in its price for the Work, all labor, materials, equipment and/or engineering services required to protect the adjacent properties and/or structures from damage due to performance of the Work. 11.02 The Contractor shall be responsible for all power, light, and water required to perform the Work. 11.03 Throughout the progress of the Work, the Contractor shall keep the working area free from debris of all types, and remove from premises all rubbish, resulting from any work being done by him. At the completion of the Work, the Contractor shall leave the premises in a clean and finished condition. Any failure to do so may be remedied and charged back to the Contractor. 11.04 Layout of Work. Except as specifically provided herein, the Contractor shall lay out all Work in a manner acceptable to City's Representative in accordance with applicable City of College Station codes and ordinances. City's Representative will review the Contractor's layout of all structures and any other layout work done by the Contractor at the construction meeting, or at the Contractor's request, but this review does not relieve the Contractor of the responsibility of accurately locating all Work in accordance with the Plans and Specifications. 11.05 Lines and Grades. All lines and grades shall be furnished by the Contractor. Benchmarks and control stakes have been provided by the City's Representative. All benchmarks and control stakes shall be carefully preserved by the Contractor. In case of destruction or removal of the same by the Contractor, its subcontractors, or employees, such stakes, marks, etc. shall be replaced by the Contractor at the Contractor's expense. If the Contractor fails to do so, the City may do so and charge back the Contractor. Additional construction staking as needed for the Work, including lines and grades, shall be the sole responsibility of the Contractor, and the Contractor shall receive no extra time or compensation therefor. 11.06 The Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as any information furnished by the City, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the City and the Consultant any errors, inconsistencies or omissions discovered by or made known to the Contractor. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. Contractor acknowledges the City does not represent nor warrant the accuracy or completeness of information provided by the City related to existing conditions and Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 9 Page 169 of 227 locations of existing utilities and services. Such information if provided, is provided to the Contractor as a matter of convenience and does not substitute for the Contractor using due diligence to reasonably observe and or to access space to determine errors, inconsistencies or omissions. In all cases of interconnection of the Work with existing conditions, Contractor shall verify at the site all dimensions relating to such existing conditions. 11.07 Contractor's Structures. The building or locating of structures or the erection of tents or other forms of protection will be permitted only at such places as City's Representative shall permit. The Contractor shall not damage the property where such structures are allowed and shall at all times maintain sanitary conditions in and about such structures in a manner satisfactory to the City. The City may charge the Contractor for any damage or injury to the City, its property, or third persons as a result of the location or use of such structures. 11.08 The Contractor and any entity over whom the Contractor has control shall not erect any sign on the Project site without the prior written consent of the City. 11.09 City may have other work related to the Project performed at the Project site during the time the Work is performed. Contractor should schedule its Work to coordinate with the work of other contractors and utilities with the understanding that some of that work may be performed at times other than as set out in the Contract Documents or as otherwise anticipated. City will endeavor to have such other work performed so as not to unduly interfere with Contractor's performance when Contractor notifies City of specific reasonable needs well in advance of those needs and where it is possible to do so. In the event of substantial delay caused by another contractor or a utility, after advance notice of its needs by Contractor, Contractor will be entitled to make a claim for an extension of time as provided herein. 11.10 When two or more contractors, including Contractor, are employed on related or adjacent work or obtain materials from the same material source, or when work must be completed by one contractor before another can begin, each shall conduct his operations in such a manner as not to cause any unnecessary delay or hindrance to the other. Each contractor, including Contractor if applicable, shall be responsible to the other for all damage to work, to persons, or to property caused to the other by his operations, and for loss caused the other due to unreasonable or unjustified delays or failure to finish the work or portions thereof, or furnish materials within the time requested. Should Contractor cause damage to the work or property of any separate contractor at the Project site, or should any claim arising out of Contractor's separate contractor at the Project site, or should any claim arising out of Contractor's performance of the Work be made by any separate contractor against Contractor, City or other consultants, or any other person, Contractor shall promptly attempt to settle with such other contractor by agreement, or to otherwise resolve the dispute. Contractor shall, to the fullest extent permitted by applicable laws, indemnify and hold City harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of architects, attorneys and other professionals and court costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any separate contractor against City to the extent based on a claim arising out of Contractor's negligence. 12. MATERIALS 12.01 Materials or work described in words that when so applied have well-known technical or trade meaning shall be held to refer to such recognized standards. All work shall be done and all materials furnished in strict conformity with this Agreement, the other Contract Documents, and recognized industry standards. When specific products, systems or items of equipment are referred to in the Contract Documents, any ancillary devices necessary for connecting the products, systems or items of equipment shall also be provided. When standards, codes, manufacturer's instructions and guarantees are required by the Contract Documents, the current edition at the time of Contract execution shall apply, unless another edition is specified in the Contract Documents. References to standards, codes, manufacturer's instructions and guarantees shall apply in full, except (1) they do Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 10 Page 170 of 227 not supersede more stringent standards set out in the Contract Documents, and (2) any exclusions or waivers that are inconsistent with the Contract Documents do not apply. 12.02 All materials shall be approved by the City prior to purchase by the Contractor. Unless otherwise specified herein, the Contractor shall purchase all materials and equipment outright and shall not subject the materials and equipment utilized in the Project to any conditional sales agreement, bailment, lease, or other agreement reserving unto seller any right, title, or interest therein. Title to all materials, but not risk of loss, shall pass to the City upon delivery to the Project. 12.03 Where the City deems it necessary to supply materials, it may furnish to the Contractor the list of materials set forth in the attached "List of City Furnished Materials". Upon receipt of said materials, the Contractor shall immediately furnish to the City a written receipt. Moreover, the Contractor shall, on behalf of the City, accept delivery of the materials set forth in the attached "List of Materials Ordered by the City". Under such circumstances, the Contractor shall promptly forward to the City for payment the supplier's invoice together with the Contractor's receipt in writing for such materials. (a) Upon acceptance of the materials furnished or ordered by the City, the Contractor warrants that it shall properly handle, transport, store and safeguard the materials. (b) Further, the Contractor shall repair, repaint or replace any and all materials or any part thereof damaged or stolen while in its possession. Such materials are considered to be in the Contractor's possession from the moment the Contractor either accepts delivery of the materials or signs a receipt accepting delivery of said materials until the Project is accepted by the City's Representative. (c) Before transporting any of the materials furnished or ordered by the City, the Contractor shall establish to the City's satisfaction that it has obtained insurance against losses, theft, damage, equal to or greater than the amounts spent by the City in securing said materials. It shall be incumbent upon the Contractor to verify the cost of materials. ( d) The City shall not be obligated to furnish materials in excess of the quantities, size, kind, and type set forth in the attached List of City Furnished Materials and List of Materials Ordered by the City. If the City furnishes, and the Contractor accepts, materials in excess thereof, the values of such excess materials shall be their actual cost as stated by the City. (e) Upon delivery, the Contractor shall promptly receive, unload, transport, and handle all materials and equipment on the List of Materials Ordered by the City at its expense and shall be responsible for all shipping costs. 12.04 Materials and supplies shall be new and of good quality. Upon request, the Contractor shall supply proof of quality and manufacturer. No refurbished, reconditioned, or other previously utilized materials or supplies will be used without the prior signed authorization of City's Representative. The Contractor may utilize substitutes of equal quality and function only upon the prior written authorization of the City's Representative. The City's Representative may require documentation as to quality and function, including manufacturer's specifications, to insure that the proposed substitute is equal to the required material or supply. The City's Representative shall have sole discretion over the use of substitute materials and supplies. Contractor shall bear the risk of any delay in performance caused by submitting substitutions. 12.05 Only materials and equipment which are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 111 Page 171 of 227 removed from the Project site. Protection of construction material and equipment stored at the Project site from weather, theft, damage and all other perils is solely the responsibility of the Contractor. 12.06 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a subcontractor, sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. 12.07 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. 12.08 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. 12.09 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. 12.10 The Contractor shall review for compliance with the Contract Documents, approve and submit to the City's Consultant Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the City's Consultant or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the City or of separate contractors. 12.11 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the City and City's Consultant that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. 12.12 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the City's Consultant. 12.13 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the City's Consultant's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the City's Consultant in writing of such deviation at the time of submittal and (1) the City's Consultant has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the City's Consultant's approval thereof. 12.14 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the City's Consultant on previous submittals. In the absence of such written notice, the City's Consultant's approval of a resubmission shall not apply to such revisions. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 12 Page 172 of 227 12.15 Contractor shall be liable for and the City may withhold from Contractor's payments any amount of additional fees charged by City's Consultant for excessive resubmittal review. 13. ENTRY, OBSERVATION, TESTING & POSSESSION 13.01 The City reserves the right to enter the Project site or sites by such employee(s) or agent(s) as it may elect for the purpose of inspecting the work. The City further reserves the right to enter the Project site or sites for the purpose of performing such collateral work as the City may desire. 13.02 The City's Representative shall have the right, at all reasonable times, to observe and test the work. The Contractor shall make necessary arrangements and provide proper facilities and access for such observation and testing at any location where the Work or any part thereof is in preparation or progress. The Contractor shall ascertain the scope of any observation that may be contemplated by City's Representative and shall give ample notice as to the time each part of the Work will be ready for observation. 13.03 The City's Representative may require Contractor to remove, dismantle, or uncover completed work. If the work is not in accordance with the Plans, Specifications, or other Contract Documents, the Contractor shall pay the costs of repair and restoration of the work required to be removed, dismantled, or uncovered. Unless Contractor is obligated to provide advance notice of inspection, prior to covering up the work, and fails to do so, if said work is in accordance with the -Plans, -Specifications, and other Contract Documents, the City shall pay the costs of repair and restoration of the work. 13.04 City shall have the right to take possession of and use any completed or partially completed portions of the Project prior to the time for completing the entire Project or such portions which may not have expired. The parties agree and understand that possession and use shall not constitute an acceptance of any work not completed in accordance with this Agreement. Further, insurance changes required to keep Contractor's insurance in effect shall be the responsibility of Contractor. 14. REJECTED WORK 14.01 All work deemed not in conformity with this Agreement as determined by the City in its sole discretion, may be rejected by the City. City's Representative may reject any work found to be defective or not in accordance with the Contract Documents, regardless of the stage of the work's completion or the time or place of discovery of such defects or inconsistencies and regardless of whether City's Representative has previously accepted the work through oversight or otherwise. Neither observations nor inspections, tests, or approvals made by City's Representative, or other persons authorized under this Agreement to make such observations, inspections, tests, or approvals, shall relieve the Contractor from the obligation to perform the Work in accordance with the requirements of this Agreement and the other Contract Documents. 14.02 If the work or any part thereof is rejected by the City, it shall be deemed by City's Representative as not in conformity with this Agreement. Any remedial action required, as set forth herein, shall be at the Contractor's expense, as follows: (a) The Contractor may be required, at the City's option, after notice from City's Representative, to remedy such work so that it shall be in full compliance with this Agreement. All rejected work or materials shall be immediately replaced in order to conform with this Agreement. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 13 Page 173 of 227 (b) If the City deems it inexpedient to correct work damaged or not done in accordance with this Agreement, an equitable deduction from the agreed sum may be made by the City at the City's sole discretion. 14.03 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the City to commence and continue correction of such default or neglect with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including City's expenses and compensation for the City's Consultant's additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the City. 15. SUBCONTRACTING & SUBCONTRACTORS 15.01 The Contractor agrees that it will retain personal control and will give its personal attention to the fulfillment of this Agreement. The Contractor further agrees that subletting of any portion or feature of the Work or materials required in the performance of this Agreement shall not relieve the Contractor from its full obligation to the City as provided by this Agreement. 15.02 Subcontractors must be approved by City's Representative prior to hiring or beginning any work on the Project. If City's Representative judges any subcontractor to be failing to perform the Work in strict accordance with the drawings and specifications, the Contractor, after due notice, shall discharge the same, but this shall in no way release the Contractor from its obligations and responsibility under this Agreement. Every subcontractor shall be bound by the terms and provisions of this Agreement and the Contract Documents as far as applicable to their work. Contractor's subcontract agreement shall provide that subcontractors shall assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the subcontractor's Work, which the Contractor, by these Documents, assumes toward the City and Consultant. The Contractor shall be fully responsible to the City for the acts and omissions of its subcontractors. Nothing contained herein shall create any contractual or employment relations between any subcontractor and the City. 16. PAYMENT 16.01 The City stipulates that it is an exempt organization as defined by the Limited Sales, Excise and Use Tax Act and, as such, is exempt from the payment of the sales tax on materials and supplies used in the performance of this Agreement. The Contractor shall issue exemption certificates to its suppliers and subcontractors in lieu of said sales tax for all such materials and supplies, and said exemption certificates must comply with the State Comptroller's Ruling No. 95-0.07 and shall be subject to the provision of the State Comptroller's Ruling No. 95- 0.09, effective October 1, 1969. 16.02 Progress Payment Applications. The Contractor shall submit applications for payment as provided for herein. Applications for payment will be processed by City's Representative. Before the first Application for Payment, the Contractor shall submit to the City a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the City may require ("Schedule of Values"). The Schedule of Values shall not overvalue early job activities and shall follow the trade divisions of the Specifications so far as possible. Modifications must be approved by City. This schedule, unless objected to by the City, shall be incorporated into this Agreement as a Contract Document and attached hereto as Exhibit F. The Schedule of Values shall be used as a basis for reviewing the Contractor's Applications for Payment. On or before the 15th day of each month, the Contractor shall submit to City's Representative, for approval or Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 14 Page 174 of 227 modification, an updated Project Schedule and a statement, backed by the Schedule of Values, showing as completely as practicable the total value of the actual work performed by the Contractor and accepted by the City up to and including the last day of the preceding month. The statement shall also include the value of all materials not previously submitted for payment which have been delivered to the site but have not yet been incorporated into the Work. 16.03 Progress Payments. On or before the 30th calendar day following the City's receipt of a progress payment application made in conformity with Section 16.02, the City shall pay to the Contractor the approved amount of the progress payment based on the Contractor's applications for payment, and the recommendation and approval of City's Representative. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage of Work completed by the Contractor and approved by the City, but in each case less the aggregate of payments previously made, less retainage, and less amounts as City's Representative shall determine and the City may withhold in accordance with this Agreement. Upon Final Completion, including the delivery of all close out documents, such as "as built" drawings, warranties, guarantees, required additional materials, releases, operation and maintenance manuals, and acceptance of the Work in accordance with this Agreement, the City shall pay the remainder of the balance due under this Agreement, less any sums withheld under other terms of this Agreement and less the retainage, which shall be retained for a period of thirty (30) calendar days from the date of Final Completion. Acceptance of retainage by Contractor shall constitute a Waiver and Release of all claims by Contractor. 11'1 16.04 Retainage. From each approved statement, the City shall retain until final payment, ten percent (10%), where the full contract amount is less than $400,000.00, and five percent (5%), where the full contract amount is $400,000.00 or more. The City may also retain from each approved statement any other sums authorized under the terms of this Agreement. OR: D 16.04 Retainage. This section has been removed. No retainage will be deducted. 16.05 If the actual amount of work to be done and the materials to be furnished differ from estimates and where the basis for payment is the unit price method, then payment shall be for the actual amount of accepted work done and materials furnished on the Project. 16.06 Reduction in the scope or quantity of work on unit price items shall merely reduce the number of units. In the event that materials have been delivered prior to notice of such reduction, the City will have the option either to pay freight & transportation costs and any re-stocking charges actually incurred by the Contractor or to purchase the materials. The Contractor shall never be entitled to anticipated or lost profits on the deleted or reduced portion of a job, whether bid on a unit price or lump sum basis. 16.07 The Contractor shall have the sole obligation to pay any and all charges or fees and give all notices necessary to and incidental to the lawful prosecution of the Work hereunder. The Contractor shall not and shall have no authority whatsoever to obligate the City to make any payments to another party nor make any promises or representation of any nature on behalf of the City, without the specific written approval of the City. 16.08 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the City may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 15 Page 175 of 227 16.09 Unless otherwise provided in the Contract Documents: (a) Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; (b) Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Amount but not in the allowances; and (c) Whenever costs are more than or less than allowances, the Contract Amount shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 16.9(a) and (2) changes in the Contractor's costs under Section 16.9(b). 16.10 Suspension of Payments. The City, at any time, may suspend monthly progress payments on the Work if it determines that the projected liquidated damages may exceed retainage. The City, at any time, may suspend monthly progress payments if it believes that the Contractor will not complete the Work due to actual default or that the Contractor has represented or done some act that indicates that it will not complete the Work in accordance with this Agreement or within the time period submitted in its bid. Provided, however, City is in no way obligated to Contractor's surety to withhold payment pursuant to the provisions of this Section. 16.11 Withhold Funds. Regardless of any bond, the City may, on account of subsequently discovered evidence and in addition to the retainage withheld under Section 16.04, withhold funds or nullify all or part of any acceptance or certificate to such extent as may be necessary to protect itself from loss on account of any of the following, or as otherwise provided in this Agreement: (a) Defective work other than defects in design provided to Contractor by a person other than Contractor's agents, contractors, fabricators, or suppliers, or its consultants, of any tier for non-critical infrastructure. (b) Failure to timely disclose in writing to the City of a known defect, inaccuracy, inadequacy, or insufficiency in the plans, specifications or other design documents. (c) Claims made or reasonable evidence indicating probable filing of claims by unpaid vendors or other third parties. (d) Failure of the Contractor to make prompt payments to subcontractors for labor or material or materialmen. (e) Claims made or reasonable evidence indicating claims will be made for damage to another by the Contractor. (f) Claims made or reasonable evidence indicating claims will be made for damage to third parties, including adjacent property owners. (g) Claims made or reasonable evidence indicating claims will be made for unremedied damage to property owned by the City. (h) City's determination of an amount of liquidated damages. (i) Charges made for repairs to the Contractor's defective work or repairs made by the City to correct damage to other property. G) Other amounts authorized under this Agreement or under any other agreement made between City and Contractor. (k) Corrections of mistakes, errors and overpayments in relation to prior pay applications and payments. Provided, however, City is in no way obligated to Contractor's surety to withhold payment pursuant to the provisions of this Section. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 16 Page 176 of 227 17. EXTRA WORK CHARGES 17.01 No changes shall be made, nor will bills for changes, alterations, modifications, deviations, and extra orders be recognized or paid for except upon the written order from authorized personnel of the City. 17.02 City Manager Approval. When the original contract amount plus all change orders is One Hundred Thousand Dollars ($100,000) or less, the City Manager or his designee may approve the written change order in accordance with 17.03 below, provided the change order does not increase the total amount set forth in the Contract to more than One Hundred Thousand Dollars ($100,000). For such contracts, when a change order results in a total contract amount that exceeds One Hundred Thousand Dollars ($100,000), the City Council of the City must approve such change order prior to commencement of the services or work. 11'1 17.03 For "Extra Work", as defined in this Agreement and authorized through written change orders, and pursuant to Section 252.048(d) of the Texas Local Government Code, the original Contract price may not be increased by more than twenty-five percent (25%). Written change orders that do not exceed twenty-five percent (25%) of the original Contract Amount may be made or approved by the City Manager or his delegate if the change order is equal to or less than Fifty Thousand Dollars ($50,000.00). Changes in excess of Fifty Thousand Dollars ($50,000.00) must be approved by the City Council prior to commencement of the services or work. Any requests by the Contractor for a change to the Contract Amount shall be made prior to the beginning of the work covered by the proposed change or the right to payment for Extra Work shall be waived. No course of conduct or dealings between the parties, nor implied acceptance of alterations or additions to the Work or changes to the Contract Schedule shall be the basis for any claim for an increase in compensation or change in time. Any cost incurred by Contractor in connection with any Extra Work shall be included in Contractor's requested change order and Contractor's failure to include any such cost shall act to Waive and Release any claim for such non-included cost. OR: D 17.03 For construction contracts funded in whole or in part by Certificates of Obligations, for "Extra Work," as defined in this Agreement and authorized through written change orders, and pursuant to Section 271.060 of the Texas Local Government Code, a contract with an original contract price of $1 million or more may not be increased by more than twenty-five percent (25%). If a change order for a construction contract funded in whole or in part with certificates of obligation that has an original price of less than $1 million increases the Contract Amount to $1 million or more, subsequent change orders may not increase the revised Contract Amount by more than twenty-five percent (25%). Written change orders may be made or approved by the City Manager or his delegate if the change order is equal to or less than Fifty Thousand Dollars ($50,000.00). Changes in excess of Fifty Thousand Dollars ($50,000.00) must be approved by the City Council prior to commencement of the services or work. Any requests by the Contractor for a change to the Contract Amount shall be made prior to the beginning of the work covered by the proposed change or the right to payment for Extra Work shall be waived. No course of conduct or dealings between the parties, nor implied acceptance of alterations or additions to the Work or changes to the Contract Schedule shall be the basis for any claim for an increase in compensation or change in time. Any cost incurred by Contractor in connection with any Extra Work shall be included in Contractor's requested change order and Contractor's failure to include any such cost shall act to Waive and Release any claim for such non-included cost. 17.04 The Contractor shall complete all Work as specified or indicated in the Contract Documents. The Contractor shall complete all Extra Work in connection therewith. All work and materials shall be in strict conformity with the specifications. The Substantial Completion of the Work shall not excuse the Contractor from Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 117 Page 177 of 227 performing all the Work undertaken, whether of a minor or major nature, and thereby completing the Project in accordance with the Contract Documents. In the event that the Contractor fails to perform the Work as required for Substantial Completion or Final Completion, the City may contract with a third party to complete the Work and the Contractor shall assume and pay the costs of the performance of the Work as contracted. (a) It is agreed that the Contractor shall perform all Extra Work under the direction of City's Representative when presented with a written work order signed by City. (b) No claim for Extra Work of any kind will be allowed unless ordered in writing by the City. In case any orders or instructions appear to the Contractor to involve Extra Work for which it should receive compensation or an adjustment in the construction time, it shall make written request to City's Representative for a written order from City authorizing such Extra Work. ( c) Should a difference of opinion arise as to what does or does not constitute Extra Work, or as to the payment therefor, and the City insists upon its performance, then the Contractor shall proceed with the Work after making written requests for written orders in a change order and shall keep adequate and accurate account of the actual field costs therefor, as provided under Method C. ( d) It is also agreed that the compensation to be paid to the Contractor for performing Extra Work shall be determined by one or more of the following methods: Method A -By agreed unit prices, or Method B -By agreed lump sum, or Method C -If neither Method A nor Method B is agreed upon before the Extra Work is commenced, then the Contractor shall be paid the actual field cost (as defined in subsection (g) below) of the Work. (e) Method A -Unit Prices. The Contractor agrees to perform Extra Work for the unit prices in the Contractor's Proposal. The Contractor also agrees and warrants that when it is necessary to construct units not shown in the Contract Documents, it shall construct such units for a price arrived at as follows: (1) The cost of materials shall be determined by the invoices; (2) The cost of labor shall be the reasonable cost thereof, as determined by the City, but in no event shall it exceed an amount determined by calculating the ratio of the total labor costs to the total costs to the total material costs in the section of the Proposal involved, and multiplying the cost of materials for the unit in question by this ratio. Provided, however, that the ratio shall be calculated for only those units that are similar to the new unit for which a price is to be determined. (f) Method B -Lump Sum. The lump sum shall be reasonably close to the amount for similar work previously done or combinations of similar units. Invoices for materials used shall be provided in support of the agreed lump sum. (g) Method C -Actual Field Costs. The actual field cost is hereby defined to include the cost of all applicable workmen and laborers, as well as materials, supplies, teams, trucks, rentals on machinery and equipment, for the time actually employed or used for such Extra Work, plus actual transportation charges necessarily incurred, together with other costs reasonably incurred directly on account of such Extra Work, including social security, old age benefits, maintenance bonds, public liability, property damage, workers' compensation, and all other insurance as may be required by law or ordinances or required and agreed to Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 18 Page 178 of 227 by the City or City's Representative. City's Representative may direct the form in which accounts of the actual field costs shall be kept and records of these accounts shall be made available to City's Representative. Unless otherwise agreed upon, the prices for the use of machinery and equipment shall be determined by using one hundred percent (100%), unless otherwise specified, of the latest schedule of equipment and ownership expenses adopted by the Associated General Contractors of America. Where practical, the terms and prices for the use of machinery and equipment shall be incorporated in the written Extra Work order. Actual field costs shall not exceed the prevailing market price therefor within reasonable tolerances as determined by City's Representative. The amount due to Contractor for costs other than actual field costs shall be calculated in accordance with the following standards: (1) No indirect or consequential damages will be allowed. (2) All damages must be directly and specifically shown to be caused by a proven wrong. No recovery shall be based on a comparison by planned expenditures to total actual expenditures or on estimated losses of labor efficiency, or on a comparison of planned man loading to actual man loading, or any other analysis that is used to show damages indirectly. (3) Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong. (4) The maximum daily limit on any recovery for delay shall be the amount established by the Contractor for job overhead costs, defined in the pay applications, divided by the total number of days specified for completion called for in the original Contract. Absent an overhead amount in the Schedule of Values, the amount estimated by Contractor for job overhead cost shall be used. 18. TIME OF COMPLETION 18.01 The date of beginning, the time for Substantial Completion and Final Completion of Work as specified in this Agreement are of the essence of this Agreement. 18.02 The Work embraced by this Agreement shall be commenced on the date specified in the notice to proceed. Said notice to proceed may be given orally or set by the City's Representative at the post-award conference. 18.03 The Work shall be Substantially Completed within the time bid, which shall run from the date when the notice to proceed is given by City's Representative. The Contractor bid calendar days for the time within which it shall reach Substantial Completion of the Project. 18.04 The Work shall reach Final Completion and be ready for final payment within thirty (30) calendar days from the date of Substantial Completion. 19. SUBSTANTIAL COMPLETION 19.01 The Contractor shall notify City's Representative when, in the Contractor's opinion, the Contract is Substantially Completed. Within ten (10) calendar days after the Contractor has given City's Representative written notice that the Work has been Substantially Completed, City's Representative shall inspect the Work for the preparation of a final punch list. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 19 Page 179 of 227 (a) If City's Representative and the City find that the Work is not Substantially Completed, then they shall so notify the Contractor who shall then complete the Work. City's Representative shall not be required to provide a list of unfinished work. (b) If the City Representative and City find that the Work is Substantially Completed, the City shall issue to the Contractor its certificate of Substantial Completion. 19.02 The Substantial Completion of the Work shall not excuse the Contractor from performing all of the Work, whether of a minor or major nature, necessary for Final Completion and thereby completing the Project in accordance with the Contract Documents. 20. FINAL COMPLETION 20.01 Contractor shall notify the City's Representative when it believes that the Work has reached Final Completion as defined in this Agreement. If the City's Representative and the City accept and deems such Work Finally Complete, then Contractor shall be so notified and certificates of completion and acceptance, as provided herein, shall be issued. A complete itemized statement of this Agreement account, certified by the City's Representative as correct, shall then be prepared and delivered to Contractor. Contractor or City, as the case may be, shall pay the balance due as reflected by said statement within thirty (30) calendar days. 20.02 The Contractor shall procure all required certificates of acceptance or completions issued by state, municipal, or other authorities and submit the same to the City. The City may withhold any payments due under this Agreement until the necessary certificates are procured and delivered. 20.03 Neither the final payment nor any acceptance nor certificate nor any provision of this Agreement shall relieve the Contractor of any responsibility for faulty workmanship or materials. At the option of the City, the Contractor shall remedy any such defects and pay for any damage to other work which may appear after final acceptance of the Work. 21. DELAYS 21.01 The Contractor, in undertaking to complete the Work within the times herein fixed, has taken into consideration and made allowance for all hindrances and delays incident to such Work, whether growing out of delays in securing material or workmen or delays arising from inclement weather or otherwise. 21.02 The City may, in its sole discretion, delay the Work during inclement weather in order to preserve the Project, insure safety of work forces, and the preservation of materials and equipment. In such event and upon a written request from the Contractor, the City may grant an extension of time pursuant to Section 22 to offset for such stoppage of the Work. 21.03 No payment or compensation of any kind shall be made to the Contractor for damages because of hindrance or delay in the progress of the Work, unless such delays (1) are caused by the actual interference, fraud, bad faith or misrepresentation by the City or its agents, (ii) extend for an unreasonable length of time; or (iii) were not contemplated by the parties at the time of contracting. In the event of any delay entitling Contractor to an increase in Contract Amount, except when due to City's intentional interference or fraud, Contractor's recovery shall be limited as outlined in Section 21.04 below. The City's reasonable exercise of any of its rights or remedies under the Contract, regardless of the extent or frequency, shall not under any circumstances be construed as interference with the Contractor's performance of the Work. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 20 Page 180 of 227 21.04 In the event of delays resulting from changes ordered in the Work by the City or other delays caused by the City or for the City's convenience, the Contractor may apply to the City for recovery of incidental damages resulting from increased storage costs or other costs necessary to protect the value of the Work. In no event shall any consequential or other damages be allowed or any other charges or claims be made by the Contractor for hindrances or delays resulting from any other cause. 22. EXTENSIONS OF TIME 22.01 The Contractor has submitted its proposal in full recognition of the time required for the completion of this Project, taking into consideration all factors including, but not limited to the average climatic range and industrial conditions. The Contractor has considered the liquidated damage provision of this Agreement and understands and agrees that it shall not be entitled to, nor will it request, an extension of time for either Substantial Completion or Final Completion, except when the Work has been delayed by one or more of the following: (a) An act or neglect of the City, the City's Representative, employees of the City, or other contractors employed by the City; (b) By changes ordered in the Work, or reductions thereto approved in writing; (c) By "rain days" (days with rainfall in excess of one-tenth of an inch) during the term of this Agreement that exceed the average number of rain days for such term for this locality, both as determined by the National Weather Service Forecast Office for Easterwood Airport in College Station, Texas (KCLL/CLL ); or (d) By other causes that the City and the Contractor agree may reasonably justify delay and that were beyond the Contractor's reasonable control and ability to estimate, predict, or avoid, such as delays caused by unforeseen labor disputes, fire, natural disasters, acts of war, and other rare and unpredictable events. This term does not include normal delays incident to the delivery of materials, tools, or labor that reasonably could have been predicted and/or accounted for in the Contractor's Proposal or decision to bid. 22.02 If one or more of the foregoing conditions is present, the Contractor may apply in writing for an extension of time, within thirty (30) days of the occurrence of the event causing the delay, submitting therewith all written justification as may be required by the City's Representative. Within ten (10) calendar days after receipt of a written request for an extension of time, which is supported by all requested documentation, the City shall, in writing and in its sole discretion, grant or deny the request. Under no circumstances shall any extension of time by the City be valid and binding unless it is in writing and in conformity with the other terms of this Agreement. 23. LIQUIDATED DAMAGES 23.01 The time for the Substantial and Final Completion of the Work described herein are reasonable times for the completion of each, taking into consideration all conditions, including but not limited to the average climatic conditions and usual industrial conditions prevailing in this locality. The amount of liquidated damages for the Contractor's failure to meet the deadlines for Substantial and/or Final Completion are fixed and agreed on by the Contractor because of the impracticability and extreme difficulty in fixing and ascertaining the actual damages that the City would in such an event sustain. The amounts to be charged are agreed to be damages the City would sustain and shall be retained by the City from current periodic estimates for payment or from final payment. 23.02 As a result of the difficulty in estimation, calculation and ascertainment of City's damages due to a failure of Contractor to achieve timely completion of the Work, if the Contractor should neglect, fail, or refuse to either Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 21 Page 181 of 227 Substantially Complete or Finally Complete the Work within the time herein specified, or any proper extension thereof granted by the City's Representative pursuant to the terms of Section 22 of this Agreement, then the Contractor does hereby agree as part of the consideration for the awarding of this Agreement that the City may permanently withhold from the Contractor's total compensation the sum of _T_w_o_H_u_n_d_r_ed ________ _ and 00 /100 DOLLARS ($ 200.00 ) for each and every calendar day that the Contractor shall be in default after the time stipulated for Substantial Completion and/or Final Completion, not as a penalty, but as liquidated damages for the breach of this Agreement. It being specifically understood that the assessment of liquidated damages may be made for any failure to meet either or both of the deadlines specified for Substantial Completion and/or Final Completion. 24. CHARGES FOR INJURY OR REPAIR 24.01 The Contractor shall be liable for any damages incurred or repairs made necessary by reason of its work and/or caused by it. Repairs of any kind required by the City will be made and charged to the Contractor by the City. 24.02 The Contractor shall take the necessary precautions to protect any areas adjacent to its Work. 24.03 The Work specified consists of all work, materials, and labor required by the City to repair any damage to the property of the City, including but not limited to structures, roadways, curbs, parking areas, and sidewalks. 25. WARRANTY 25.01 Upon issuance of a certificate of Final Completion, the Contractor warrants for a period of one (l) year as follows: The Contractor warrants that all materials provided to the City under this Agreement shall be new unless otherwise approved in advance by City's Representative, and all work will be of good quality, free from faults and defects (other than defects from third parties as set out in Chapter 59 Texas Business and Commerce Code relating to non-critical infrastructure), and in conformance with this Agreement, the other Contract Documents, and recognized industry standards . 25.02 All work not conforming to these requirements, including but not limited to unapproved substitutions, may be considered defective. 25.03 This warranty is in addition to any rights or warranties expressed or implied by law and in addition to any consumer protection claims arising from misrepresentations by the Contractor. 25.04 Where more than a one (l) year warranty is specified for individual products, work, or materials, the longer warranty shall govern. 25.05 This warranty obligation shall be covered by any performance or payment bonds tendered in compliance with this Agreement. 25.06 Defective Work Discovered During Warranty Period. If any of the Work is found or determined to be either defective, including obvious defects under warranty as set forth in this Section 25, or otherwise not in accordance with this Agreement within one (l) year after the date of the issuance of a certificate of Final Completion of the Work or a designated portion thereof, whichever is longer, or within one (l) year after acceptance by the City of designated equipment, or within such longer period of time as may be prescribed by Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 22 Page 182 of 227 law or by the terms of any applicable special warranty required by this Agreement, the Contractor shall promptly, upon receipt of written notice by the City, correct the defective work at no cost to the City. 25.07 The obligation to correct any defective work shall survive the termination of this Agreement. The guarantee to correct the defective work shall not constitute the exclusive remedy of City, nor shall other remedies be limited to the terms of either the warranty or the guarantee. 25.08 If within ten (10) calendar days after the City has notified the Contractor of a defect, failure, or abnormality in the Work, the Contractor has not started to make the necessary corrections or adjustments, the City is hereby authorized to make the corrections or adjustments, or to order the Work to be done by a third party. The cost of the work shall be paid by the Contractor or its surety. 25.09 The cost of all materials, parts, labor, transportation, superv1s10n, special instruments, and supplies required for the replacement or repair of parts and for correction of defects shall be paid by the Contractor or by the surety. 25.10 The guarantee shall be extended to cover all repairs and replacements furnished, and the term of the guarantee for each repair or replacement shall be one (l) year after the installation or completion. The one (l) year warranty shall cover all Work, equipment, and materials that are part of this Project, whether or not a warranty is specified in the individual section of the Contract Documents that prescribe that particular aspect of the Work. 26. PAYMENT OF EMPLOYEES, SUBCONTRACTORS & SUPPLIERS 26.01 Wage Rates. Pursuant to Section 2258.023(a) of the Texas Government Code, wage rates paid by the Contractor and any subcontractor on this Project shall be not less than the general prevailing rate of per diem wages for work of a similar character in this locality as specified in the schedule of general prevailing rates of per diem wages attached hereto as Exhibit A. 26.02 Statutory Penalty. Pursuant to Section 2258.023(b) of the Texas Government Code, if the Contractor or any subcontractor violates the requirements of Section 26.01, the Contractor or subcontractor as the case may be shall pay the City sixty dollars ($60.00) for each worker employed for each calendar day or part of the day that the worker is paid less than the stipulated wage rates. 26.03 The Contractor and each subcontractors shall pay all of their employees engaged in work on the Project in full (less mandatory legal deductions) in cash or by check readily cashable, without discount, no less than once each week. 26.04 No later than the seventh (7th) calendar day following the payment of wages, the Contractor must file with City's Representative a certified, sworn, legible copy of such payroll. This shall contain the name of each employee, their classification, the number of hours worked on each day, rate of pay, and net pay. The affidavit shall state that the copy is a true and correct copy of such payroll and that no rebates or deductions (except as shown) have been made or will be made in the future from the wages therein shown. 26.05 Payment of Subcontractors. The Contractor shall be solely and exclusively responsible for compensating any of the Contractor's employees, subcontractors, materialmen and/or suppliers of any type or nature whatsoever and for insuring that no claims or liens of any type arising out of or incidental to the performance of any services performed pursuant to this Agreement are filed against any property owned by the City. In the event a statutory lien notice is sent to the City, the Contractor shall, where no payment bond covers the Work, upon written notice from the City, immediately obtain a bond at its expense and hold the City harmless Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 23 Page 183 of 227 from any losses that may result from the filing or enforcement of any said lien notice. In the event that the Contractor defaults in the provision of the bond, the City may withhold such funds as are necessary to assure the payment of such claim until litigation determines to whom payment shall be made. 26.06 Affidavit of Bills Paid. Prior to Final Acceptance of the Project, the Contractor shall provide a notarized affidavit stating that all bills for labor, materials, and incidentals incurred have been paid in full, that any claims from manufacturers, materialmen, and subcontractors have been released, and that there are no claims pending of which the Contractor has been notified. 27. INSURANCE 27.01 The Contractor shall procure and maintain at its sole cost and expense for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, volunteers, employees or subcontractors. The policies, coverages, limits and endorsements required are as set forth below. During the term of this Agreement Contractor's insurance policies shall meet the minimum requirements of this section. 27.02 Types. Contractor shall have the following types of insurance: (a) Commercial General Liability. (b) Business Automobile Liability. (c) Excess Liability -required for contract amounts exceeding $1,000,000. (d) Builder's Risk -provides coverage for contractor's labor and materials for a project during construction that involves a structure such as a building or garage, builder's risk policy shall be written on "all risks" form. ( e) Workers' Compensation/ Employer's Liability. 27.03 General Requirements Applicable to All Policies. The following General requirements applicable to all policies shall apply: (a) Only licensed Insurance Carriers authorized to do business in the State of Texas will be accepted. (b) Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. (c) "Claims Made" policies are not accepted. (d) Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City of College Station. (e) The City of College Station, its agents, officials, employees and volunteers, are to be named as "Additional Insured" to the Commercial General, Umbrella and Business Automobile Liability policies. The coverage shall contain no special limitations on the scope of protection afforded to the City, its agents, officials, employees or volunteers. 27.04 Commercial General Liability. The following Commercial General Liability requirements shall apply: (a) General Liability insurance shall be written by a carrier rated "A:VIII" or better in accordance with Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 24 Page 184 of 227 the current A.M. Best Key Rating Guide. (b) Limit of $1,000,000.00 per occurrence for bodily injury and property damage with an annual aggregate limit of $2,000,000.00 which limits shall be endorsed to be per Project. (c) Coverage shall be at least as broad as ISO form GC 00 01. (d) No coverage shall be excluded from the standard policy without notification of individual exclusions being attached for the City's review and acceptance. (e) The coverage shall not exclude the following: premises/operations with separate aggregate; independent contracts; products/completed operations; contractual liability (insuring the indemnity provided herein) Host Liquor Liability, Personal & Advertising Liability; and Explosion, Collapse, and Underground coverage. 27.05 Business Automobile Liability. The following Business Automobile Liability requirements shall apply: (a) Business Automobile Liability insurance shall be written by a carrier rated "A: VIII" or better in accordance with the current A.M. Best Key Rating Guide. (b) Minimum Combined Single Limit of $1,000,000.00 per occurrence for bodily injury and property damage. (c) The Business Auto Policy must show Symbol 1 in the Covered Autos Portion of the liability section in Item 2 of the declarations page. (d) The coverage shall include owned autos, leased or rented autos, non-owned autos, any autos and hired autos. (e) Pollution Liability coverage shall be provided by endorsement MCS-90, with a limit of $1,000,000.00, where such exposures exist. 27.06 Excess Liability. The following Excess Liability requirements shall apply: Unless otherwise agreed in writing, excess liability coverage following the form of the underlying coverage with a minimum limit of $5,000,000.00 or the total value of the Agreement, whichever is greater, per occurrence/aggregate when combined with the lowest primary liability coverage, is required for contracts exceeding $1,000,000 in total value. 27.07 Additional Insured. Those policies set forth in Sections 27.04, 27.05, and 27.06 shall contain an endorsement listing the City as Additional Insured and further providing that the Contractor's policies are primary to any self-insurance or insurance policies procured by the City. The additional insured endorsement shall be in a form acceptable to the City. Waiver of subrogation in a form acceptable to the City shall be provided in favor of the City on all policies obtained by the Contractor in compliance with the terms of this Agreement. Contractor shall be responsible for all deductibles which may exist on any policies obtained in compliance with the terms of this Agreement. All coverage for subcontractors shall be subject to the requirements stated herein. All Certificates of Insurance and endorsements shall be furnished to the City's Representative at the time of execution of this Agreement, attached hereto as Exhibit C, and approved by the City before Work commences. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 25 Page 185 of 227 27.08 Builder's Risk Until the Work is completed and accepted by the City, the Contractor shall purchase and maintain builder's risk insurance upon the entire Work at the Project site to the full insurable value thereof, including any increases in value due to duly authorized change orders to the Work and Project. The builder's risk insurance shall also cover portions of the Work stored off site after written approval of the City of the value established in the approval, and also portions of the Work in transit. This insurance shall include the interests of the City, the Contractor, subcontractors and sub-subcontractors in the Work and shall insure against the perils of fire, wind, storm, hail, lightning and extended coverage including flood and earthquake and shall include all-risk insurance for physical loss or damage, including, without duplication of coverage, theft, vandalism and malicious mischief. The insurance shall cover reasonable compensation for City's Consultant's services and expenses required as a result of an insured loss. This must be an all-risk policy incorporating the following language: Permission is given for the Project insured hereunder to become occupied, the insurance remaining in full force and effect until such time as the Project has been accepted by the City, all as currently approved by the Texas Board of Insurance Commissioners When permissible by law, the Certificate of Insurance must include the names of the insured Contractor and the City. The deductible under the policy, including that for flood shall not exceed $100,000.00 without the written approval of the City. 27.09 Workers' Compensation/Employer's Liability Insurance. The following Workers' Compensation Insurance requirements shall apply. (a) Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas Administrative Code, all employees of the Contractor, all employees of any and all subcontractors, and all other persons providing services on the Project must be covered by a workers' compensation insurance policy: either directly through their employer's policy (the Contractor's or subcontractor's policy) or through an executed coverage agreement on an approved Texas Department of Insurance Division of Workers' Compensation (DWC) form. Accordingly, if a subcontractor does not have his or her own policy and a coverage agreement is used, contractors and subcontractors must use that portion of the form whereby the hiring contractor agrees to provide coverage to the employees of the subcontractor. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent contractor may not be used. (b) Workers' Compensation/ Employer's Liability insurance shall include the following terms: 1. Employer's Liability minimum limits of $1,000,000.00 for each accident/each disease/each employee are required. 2. "Texas Waiver of Our Right to Recover From Others Endorsement, WC 42 03 04" shall be included in this policy. 3. Texas must appear in Item 3A of the Workers' Compensation coverage or Item 3C must contain the following: All States except those listed in Item 3A and the States of NV, ND, OH, WA, WV, and WY. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 26 Page 186 of 227 (c) Pursuantto the explicitterms of Title 28, Section 110. llO(c) (7) of the Texas Administrative Code, the bid specifications, this Agreement, and all subcontracts on this Project must include the following terms and conditions in the following language, without any additional words or changes, except those required to accommodate the specific document in which they are contained or to impose stricter standards of documentation: "A. Definitions: Certificate of coverage ("certificate'') -An original certificate of insurance, a certificate of authority to self-insure issued by the Division of Workers' Compensation, or a coverage agreement (DWC-81, DWC-83, or DWC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project-includes the time.from the beginning of the Work on the project until the Contractor's/person's Work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractors" in§ 406.096 [of the Texas Labor Code}) -includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent Contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts andfiling of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. lf the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain.from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 127 Page 187 of 227 persons providing services on the project; and (2) no later than seven calendar days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The Contractor shall notifj; the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the Contractor knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. H. The Contractor shall post on each project site a notice, in the text, form and manner prescribed by the Division of Workers' Compensation, informing all persons providing services on the project that they are required to be covered, and stating how a person may verifj; coverage and report lack of coverage. I The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: Contract No. 23300498 (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the Contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (4) obtain from each other person with whom it contracts, and provide to the Contractor: (a) A certificate of coverage, prior to the other person beginning work on the project; and (b) A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (6) notifj; the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that Construction Agreement Over $50,000 Form 12-15-2022 Page I 28 Page 188 of 227 materially affects the provision of coverage of any person providing services on the project; and (7) Contractually require each person with whom it contracts to perform as required by Sections (a) -(g), with the certificates of coverage to be provided to the person for whom they are providing services. J By signing this Agreement, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project; that the coverage will be based on proper reporting of classification codes and payroll amounts; and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the Commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor'sfailure to comply with any of these provisions is a breach of contract by the Contractor that entitles the governmental entity to declare the Agreement void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the governmental entity. " 27.09 Certificates of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent on the most current State of Texas Department of Insurance-approved form, and shall contain the following provisions and warranties: (a) The company is authorized to do business in the State of Texas. (b) The insurance policies provided by the insurance company are underwritten on forms that have been provided by the Department of Insurance or ISO. (c) Original endorsements affecting coverage required by this section shall be furnished with the certificates of insurance. 28. BOND PROVISIONS 28.01 Pursuant to Section 2253.021 of the Texas Government Code, for all public works contracts with governmental entities, a payment bond is required if the Contract Amount exceeds $50,000, and a performance bond is required if the Contract Amount exceeds $100,000. Below those amounts, the City may require payment and/or performance bonds. In the event a performance or payment bond or both is required either by law or in the City's discretion, such bonds shall be executed in accordance with all requirements of Chapter 3503 of the Texas Insurance Code, all other applicable law, and the following: (a) The Contractor shall execute performance and payment bonds for the full Contract Amount and, if required by Contractor's surety to cover increases in the dollar amounts or amount of Work that is increased by a duly authorized change order, Contractor shall secure performance and payment bond riders to increase the dollar amounts and coverages of the performance and payment bonds. (b) The bond surety shall be authorized under the laws of the State of Texas to provide a performance and payment bond and shall have attached proof of authorization of the surety to act in the performance and payment of bonds. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 29 Page 189 of 227 (c) The Contractor shall provide original, sealed, and complete counterparts of the executed bonds in the forms required by the Contract Documents, which are attached as Exhibit B, together with valid original powers of attorney, at the time of execution of this Agreement by Contractor and prior to the commencement of work. Copies of the executed bonds shall be attached hereto as Exhibit B. (d) The performance and payment bonds, and any subsequently issued bond riders, shall remain in effect for a period of one (1) year after Final Completion of the Work and shall be extended for any warranty work to cover the warranty period. ( e) If at any time during the execution of this Agreement in the required period thereafter, the bond or bonds become invalid or ineffective for any reason, the Contractor shall promptly supply within ten (10) days such other bond or bonds, which bond or bonds shall assure performance or payment as required. 28.02 The Contractor may make such changes and alterations as the City may require in the Work or any part thereof without affecting the validity of this Agreement and any accompanying bond. If such changes or alterations diminish the quantity of the work to be done, they shall not constitute the basis for any claim for damages or anticipated profits. If the City makes changes or alterations that render useless any work already done or material already used in said work, then the City shall compensate the Contractor for any material or labor so used, and for any actual loss occasioned by such change due to actual expenses incurred in preparation for the Work as originally planned, in accordance with the provisions of Article 17. 29. SURETY 29.01 If the Contractor has abandoned the Project or the City has terminated the Contract for cause and the Contractor's Surety, after notice demanding completion is sent, fails to commence the completion of the Work in compliance with this Agreement, then the City at its option may provide for completion of the Work in either of the following manners: (a) The City may employ such force of men and use of instruments, machinery, equipment, tools, materials, and supplies as said the City may deem necessary to complete the Work and charge the expense of such labor, machinery, equipment, tools, materials, and supplies to the Contractor, and the expense so charged shall be deducted and paid by the City out of such monies as may be due or that may thereafter at any time become due to the Contractor and Surety. (b) The City may, after notice published as required by law, accept sealed bids and let this Agreement for the completion of the Work under substantially the same terms and conditions that are provided in this Agreement. In case of any increase in cost to the City under the new agreement as compared to what would have been the cost under this Agreement, such increase together with all of the City's damages due to Contractor's abandonment and/or default, including liquidated damages, as provided pursuant to Section 38, entitled "TERMINATION FOR CAUSE" shall be charged to the Contractor and the surety shall be and remain bound therefor. However, should the cost to complete such new agreement prove to be less than that which would have been the cost to complete the Work under this Agreement, the Contractor shall be credited therewith after all deductions are made in accordance with this Agreement. 29.02 Should the cost to complete the Work exceed the Contract Amount and the Contractor fails to pay the amount due to the City within the time designated and there remains any machinery, equipment, tools, materials, or supplies on the Project site, notice thereof, together with an itemized list of such equipment and materials, shall be mailed to the Contractor at its respective address designated in this Agreement; provided, however, that actual Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 30 Page 190 of 227 written notice given in any manner shall satisfy this condition. After mailing, or otherwise giving such notice, such property shall be held at the risk of the Contractor subject only to the duty of City's Representative to exercise ordinary care to protect such property. After fifteen (15) calendar days from the date of said notice, City's Representative may sell such machinery, equipment, tools, materials, or supplies and apply the net sum derived from such sale to the credit of the Contractor. Such sale may be made at either public or private sale, with or without notice, as City's Representative may elect. City's Representative shall release any machinery, equipment, tools, materials, or supplies which remain on the job site and belong to persons other than the Contractor to their proper owners. 29.03 In the event the account shows that the cost to complete the Work is less than that which would have been the cost to City had the Work been completed by the Contractor under the terms of this Agreement, or when the Contractor shall pay the balance shown to be due by them to the City, then all machinery, equipment, tools, materials, or supplies left on the Project site shall be turned over to the Contractor. 30. COMPLIANCE WITH LAW 30.01 The Contractor's work and materials shall comply with all state and federal laws, municipal ordinances, regulations, codes, and directions of inspectors appointed by proper authorities having jurisdiction. 30.02 The Contractor shall perform and require all subcontractors to perform the Work in accordance with applicable laws, codes, ordinances, and regulations of the State of Texas and the United States and in compliance with OSHA and other laws as they apply to its employees. In the event any of the conditions of the specifications violate the code for any industry, then such code conditions shall prevail. 30.03 The Contractor shall follow all applicable state and federal laws, municipal ordinances, and guidelines concerning soil erosion and sediment control throughout the Project and warranty term. 31. SAFETY PRECAUTIONS 31.01 All safety measures, policies and precautions at the site are a part of the construction techniques and processes for which the Contractor shall be solely responsible. The Contractor is solely responsible for handling and use of hazardous materials or waste, and informing employees of any such hazardous materials or waste. The Contractor shall provide copies of all hazardous materials and waste data sheets to the College Station Fire Department marked "Attn.: Assistant Chief'. 31.02 The Contractor has the sole obligation to protect or warn any individual of potential hazards created by the performance of the Work set forth herein. The Contractor shall, at its own expense, take such precautionary measures for the protection of persons, property, and the Work as may be necessary. 31.03 The Contractor shall be held responsible for all damages to property, personal injuries and/or death due to failure of safety devices of any type or nature that may be required to protect or warn any individual of potential hazards created by the performance of the Work set forth herein; and when any property damage is incurred, the damaged portion shall immediately be replaced or compensated for by the Contractor at its own cost and expense. 31.04 Contractor agrees that it shall not transport to, use, generate, dispose of, or install at the Project site any Hazardous Substance (as defined in this Agreement, except in accordance with applicable Environmental Laws. Further, in performing the Work, Contractor shall not cause any release of Hazardous Substances into, or contamination of, the environment, including the soil, the atmosphere, any water course or ground water, except in accordance with applicable Environmental Laws (as defined in this Agreement). In the event Contractor Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 31 Page 191 of 227 engages in any of the activities prohibited in this Section 31.04 to the fullest extent permitted by law, Contractor hereby indemnifies and holds City and all of its respective officials, agents and employees harmless from and against any and all claims, damages, losses, causes of action, suits and liabilities of every kind, including, but not limited to, expenses of litigation, court costs, punitive damages and attorneys' fees, arising out of, incidental to or resulting from the activities prohibited in this section 31.04. 31.05 In the event Contractor encounters on the Project site any Hazardous Substance, or what Contractor may reasonably believe to be a Hazardous Substance, and which is being introduced to the Work, or exists on the Project site, in a manner violative of any applicable Environmental Laws, Contractor shall immediately stop work in the area affected and report the condition to City in writing. The Work in the affected area shall not thereafter be resumed except by written authorization of City if in fact a Hazardous Substance has been encountered and has not been rendered harmless. In the event Contractor fails to stop the Work upon encountering a Hazardous Substance at the Project site, to the fullest extent permitted by law, Contractor hereby indemnifies and holds City and all of its officials, agents and employees harmless from and against any and all claims, damages, losses, causes of action, suits and liabilities of every kind, including, but not limited to, expenses oflitigation, court costs, punitive damages and attorneys' fees, arising out of, incidental to or resulting from Contractor's failure to stop the Work. 31.06 City and Contractor may enter into a separate agreement and/ or Change Order for Contractor to remediate and/or render harmless the Hazardous Substance, but Contractor shall not be required to remediate and/or render harmless the Hazardous Substance absent such agreement. Contractor shall not be required to resume work in any area affected by the Hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless. 31.07 It is the Contractor's responsibility to comply with all Environmental Laws (as defined in this Agreement) based on the law in effect at the time its services are rendered and to comply with any amendments to those laws for all services rendered after the effective date of any such amendments. 32. TRENCH SAFETY The Contractor must comply with Texas law regarding trench excavation exceeding five feet in depth and in accordance with the following items: 32.01 The Contractor must comply with the requirements of Subchapter 756 of the Tex. Health & Safety Code Ann. §756.022-023, and the requirements of 29 C.F.R., Subpart P -Excavations (sections 1926.650 et. seq.) of the Occupational Safety and Health Administration Standards, as amended. 32.02 The Contractor must include a separate pay item for trench safety complying with trench safety requirements, stating a unit price per linear foot of trench safety systems, as measured along the centerline of trench including manholes and other line structures. 32.03 Before beginning work on this project, the Contractor must submit to the City a complete trench safety program that complies with state and federal regulations. It is the sole duty, responsibility and prerogative of the Contractor, not the City, to determine the specific applicability of the designed trench safety systems to each field condition encountered on the project. 32.04 The Contractor must provide the City the name of the "competent person" required by OSHA standards to perform the trench safety inspections. The Contractor must make daily inspections to ensure that the systems Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 32 Page 192 of 227 comply with all applicable laws and regulations, and must maintain a permanent record of daily inspections available for examination by the City or other government authority. 32.05 If evidence of possible cave-ins or slides is apparent, the Contractor must cease all work in the trench and surrounding area until the necessary precautions have been taken by the Contractor to safeguard personnel entering the trench. 33. INDEMNITY 33.01 CONTRACTOR SHALL PROTECT, DEFEND, HOLD HARMLESS AND INDEMNIFY THE CITY FROM ANY AND ALL CLAIMS, DEMANDS, EXPENSES, LIABILITY OR CAUSES OF ACTION FOR INJURY TO ANY PERSON, INCLUDING DEATH, AND FOR DAMAGE TO ANY PROPERTY, TANGIBLE OR INTANGIBLE, OR FOR ANY BREACH OF CONTRACT ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE WORK DONE BY ANY PERSON UNDER THE CONTRACT DOCUMENTS. IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION SHALL EXTEND TO, AND INCLUDE, ANY AND ALL CLAIMS, CAUSES OF ACTION OR LIABILITY CAUSED BY THE CONCURRENT, JOINT AND/OR CONTRIBUTORY NEGLIGENCE OF THE CITY, AN ALLEGED BREACH OF AN EXPRESS OR IMPLIED WARRANTY BY THE CITY OR WHICH ARISES OUT OF ANY THEORY OF STRICT OR PRODUCTS LIABILITY. 33.02 The indemnification contained in Section 33.01 shall include but not be limited to the following specific instances: (a) The City is damaged due to the act, omission, mistake, fault or default of the Contractor. (b) In the event of any claims for payment for goods or services brought by any material suppliers, mechanics, laborers, or other subcontractors. (c) In the event of any and all injuries to or claims of adjacent property owners caused by the Contractor, its agents, employees, and representatives. (d) In the event of any damage to the floor, walls, etc., caused by the Contractor's personnel or equipment during installation. (e) The removal of all debris related to the Work. (f) The acts and omissions of the subcontractors it hired. (g) The Contractor's failure to comply with applicable federal, state, or local regulations, that touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment, no matter where fault or responsibility lies. 33.03 The indemnification obligations of the Contractor under this section shall not extend to include the liability of any professional engineer, the architect, their consultants, and agents or employees of any of them arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the professional engineer, the architect, their consultants, and agents and employees of any of them, provided such giving or failure to give is the primary cause of the injury or damage. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 33 Page 193 of 227 33.04 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under Section 33.01, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. 33.05 The indemnity provisions provided herein shall survive the termination or expiration of this Agreement. 33.06 The indemnification obligations under this section shall not be limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor under workers compensation acts, disability benefit acts or other employee benefit acts. There shall be no additional indemnification other than as set forth in this section. All other provisions regarding the same subject matter shall be declared void and of no effect. 34. RELEASE 34.01 The Contractor assumes full responsibility for the Work to be performed hereunder, and hereby releases, relinquishes, and discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether employees of either party or other third parties) and any loss of or damage to any property (whether property of either of the parties hereto, their employees, or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Contractor's Work to be performed hereunder. This release shall apply regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, and in the event of injury, death, property damage, or loss suffered by the Contractor, any subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish work on the Project, this release shall apply regardless of whether such injury, death, loss, or damage was caused in whole or in part by the negligence of the City. There shall be no additional release or hold harmless provision other than as set forth in this section. All other provisions regarding the same subject matter shall be declared void and of no effect. 35. PERMITS AND LICENSES 35.01 The Contractor shall secure and pay for all necessary permits and licenses, governmental fees, and inspections necessary for the proper execution and completion of the Work. During this Agreement term and/or period during which the Contractor is working, it shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work. 36. ROYALTIES AND LICENSING FEES 36.01 THE CONTRACTOR SHALL PAY ALL ROY AL TIES AND LICENSING FEES. THE CONTRACTOR SHALL HOLD THE CITY HARMLESS AND INDEMNIFY THE CITY FROM THE PAYMENT OF ANY ROYALTIES, DAMAGES, LOSSES OR EXPENSES INCLUDING ATTORNEY'S FEES FOR SUITS, CLAIMS OR OTHERWISE, GROWING OUT OF INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, MATERIALS AND METHODS USED IN THE PROJECT. IT SHALL DEFEND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF ANY PATENT RIGHTS. FURTHER, IF THE CONTRACTOR HAS REASON TO BELIEVE THAT THE DESIGN, SERVICE, PROCESS, OR PRODUCT Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 34 Page 194 of 227 SPECIFIED IS AN INFRINGEMENT OF A PATENT, IT SHALL PROMPTLY GIVE SUCH INFORMATION TO CITY'S REPRESENTATIVE. 37. BREACH OF CONTRACT & DAMAGES 37.01 The City shall have the right to declare the Contractor in breach of this Agreement for cause when the City determines that this Agreement is not being performed according to its understanding of the intent and meaning of this Agreement. Such breach shall not in any way invalidate, abrogate, or terminate the Contractor's obligations under this Agreement. 37.02 Without prejudice to any other legal or equitable right or remedy that the City would otherwise possess hereunder or as a matter of law, the City upon giving the Contractor five (5) calendar days prior written notice shall be entitled to damages for breach of contract, upon but not limited to the following occurrences: (a) If the Contractor shall fail to remedy any default after written notice thereof from City's Representative, as City's Representative shall direct; or (b) If the Contractor shall fail for any reason other than the failure by City's Representative to make payments called upon when due; or (c) If the Contractor commits a substantial default under any of the terms, provisions, conditions, or covenants contained in this Agreement. 38. TERMINATION FOR CAUSE 38.01 At any time, and without prejudice to any other legal or equitable right or remedy that the City would otherwise possess hereunder or as a matter of law, the City upon giving the Contractor five (5) calendar days prior written notice shall be entitled to terminate this Agreement in its entirety for any of the following: (a) If the Contractor becomes insolvent, commits any act of bankruptcy, makes a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors and, after notice, fails to provide adequate assurance that it can remedy all of its defaults; or (b) If a receiver, trustee, or liquidator of any of the property or income of the Contractor is appointed; or ( c) If the Contractor fails to prosecute the Work or any part thereof with diligence necessary to insure its progress and completion as prescribed by the time schedules; or (d) If the Contractor fails to remedy any default within ten (10) calendar days after written notice thereof from City's Representative, as City's Representative shall direct; or (e) If the Contractor fails for any reason other than the failure by City's Representative to make payments called upon when due; or (f) If the Contractor abandons the Work. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 35 Page 195 of 227 (g) If the Contractor commits a material default under any of the terms, provisions, conditions, or covenants contained in this Agreement. 39. TERMINATION FOR CONVENIENCE 39.01 The performance of the Work may be terminated at any time in whole or, from time to time, in part, by the City for its convenience. Any such termination shall be effected by delivery to the Contractor of a written notice (notice of termination) specifying the extent to which performance of the Work is terminated, and the date upon which termination becomes effective. 39.02 In the event of termination for convenience, the Contractor shall only be paid the reasonable value of the Work performed prior to the effective date of the termination notice and shall be further subject to any claim the City may have against the Contractor under other provisions of this Agreement or as a matter of law. In the event of termination for convenience, Contractor Waives and Releases any claim for lost profit, other than profit on Work performed prior to the effective date of such termination. 40. RIGHT TO COMPLETE 40.01 If this Agreement is terminated for cause, the City shall have the right but shall not be obligated to complete the Work itself or by others; and to this end, the City shall be entitled to take possession of and use such equipment, without rental obligation therefor, and materials as may be on the job site, and to exercise all rights, options, and privileges of the Contractor under its subcontracts, purchase orders, or otherwise; and the Contractor shall promptly assign such rights, options, and privileges to City. If the City elects to complete the Work itself or by others, pursuant to the foregoing, then the Contractor and/or Contractor's surety will reimburse City for all costs incurred by the City (including, without limitation, applicable, general, administrative expenses, field overhead, the cost of necessary equipment, materials, field labor, additional fees paid to architects, engineers, attorneys or others to assist the City in connection with the termination and liquidated damages) in completing and/or correcting work by the Contractor that fails to meet any requirement of this Agreement or the other Contract Documents. 41. CLOSE OUT 41.01 After receipt of a notice of termination, whether for cause or convenience, unless otherwise directed by City's Representative, the Contractor shall, in good faith and to the best of its ability, do all things necessary in the light of such notice to assure the efficient and proper closeout of the terminated work (including the protection of City's property). Among other things, the Contractor shall, except as otherwise directed or approved by City's Representative, do the following: (a) Stop the work on the date and to the extent specified in the notice of termination; (b) Place no further orders or subcontracts for services, equipment, or materials, except as may be necessary for completion of such portion of the Work as is not terminated; ( c) Terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by the notice of termination; Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 36 Page 196 of 227 (d) Assign to City's Representative, in the manner and to the extent directed by it, all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated; in which case, City's Repre- sentative shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (e) With the approval of City's Representative, settle all outstanding liabilities and all claims arising out of such termination, orders, and subcontracts; (f) Deliver to City's Representative, when directed by City's Representative, all documents and all property, which if the Work had been completed, Contractor would have been required to account for or deliver to City's Representative, and transfer title to such property to City's Representative to the extent not already transferred. 42. TERMINATION CONVERSION 42.01 Upon determination of Court of competent jurisdiction that termination of the Contractor pursuant to Section 38 was wrongful and/or otherwise improper, such termination will be deemed converted to a termination for convenience pursuant to Section 39 and Contractor's remedy for such termination shall be limited to the recovery of the payments permitted for termination for convenience as set forth in Section 39. 43. HIRING 43.01 During the term of this Agreement and for a period of one (1) year thereafter, the Contractor agrees not to solicit for hire any employee or employees of the City that were associated with work specified under this Agreement. In the event that this provision is breached by the Contractor, the Contractor agrees to pay the City damages in the amount equal to twelve (12) months of the employee's total compensation plus any legal expenses associated with enforcement of this provision. 44. ASSIGNMENT 44.01 This Agreement and the rights and obligations contained herein may not be assigned by the Contractor without the prior written approval of the City. 45. EFFECTIVE DATE 45.01 This Agreement goes into effect when duly approved by all the parties hereto and is contingent upon Contractor obtaining the bonds required herein. 46. OTHER TERMS 46.01 Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 46.02 Prioritization. Contractor and City agree that City is a political subdivision of the State of Texas and is thus subject to certain laws. Because of this there may be documents or portions thereof added by Contractor to this Agreement as exhibits that conflict with such laws, or that conflict with the terms and conditions herein Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 37 Page 197 of 227 excluding the additions by Contractor. In either case, the applicable law or the applicable provision of this Agreement excluding such conflicting addition by Contractor shall prevail. The parties understand this section comprises part of this Agreement without necessity of additional consideration. 46.03 Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to any officer of the corporation for whom it is intended or if it is delivered or sent certified mail to the last business address as listed herein. Each party will have the right to change its business address by at least thirty (30) calendar days written notice to the other parties in writing of such change. 46.04 Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent or employee of the City, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder. 46.05 Amendment. No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 46.06 Mediation. After receipt of a written notice of a claim, the City may elect to refer the matter to the City's Consultant, City's Representative or another party for review. Contractor will attend meetings called to review and discuss the claims and mitigation of the problem, and shall furnish any reasonable factual backup for the claim requested. The City may also elect to defer consideration of the claim until the Work is completed, in which case the same review options shall be available to the City at the completion of the Work. At any stage, the City, at its sole discretion, is entitled to refer a claim to mediation under the Construction Industry Mediation Rules of the American Arbitration Association, and, if this referral is made, Contractor will take part in the mediation process. The filing, mediation or rejection of a claim does not entitle Contractor to stop performance of the Work. The Contractor shall proceed diligently with performance of the Contract during the pendency of any claim, excepting termination or under City's direction to stop the Work. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The parties shall share the Mediator's fee and any filing fees equally and the Mediation shall be held in College Station, Texas. 46.07 Arbitration. In the event of a dispute and upon the mutual written consent of both parties, the parties may agree to arbitration without waiving any of their other rights hereunder. 46.08 Choice of Law and Place of Performance. This Agreement has been made under and shall be governed by the laws of the State of Texas. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 46.09 Authority to do business. The Contractor represents that it has a certificate of authority, authorizing it to do business in the State of Texas, a registered agent and registered office during the duration of this Agreement. 46.10 Authority to Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 38 Page 198 of 227 46.11 Waiver. Failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement, any part hereof, or the right of the City thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 46.12 Headings, Gender, Number. The article headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 46.13 Agreement Read. The parties acknowledge that they have had opportunity to consult with counsel of their choice, have read, understand and intend to be bound by the terms and conditions of this Agreement. 46.14 Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 46.15 Notice oflndemnification. City and Contractor hereby acknowledge and agree that this Agreement contains certain indemnification obligations and covenants. 46.16 Verification No Boycott. To the extent applicable, this Contract is subject to the following: (a) Boycott Israel. If this Contract is for goods and services subject to§ 2270.002 Texas Government Code, Contractor verifies that it (i) does not boycott Israel; and (ii) will not boycott Israel during the term of this Contract; (b) Boycott Firearms. If this Contract is for goods and services subject to§ 2274.002 Texas Government Code, Contractor verifies that it (i) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the contract against a firearm entity or firearm trade association; and (c) Boycott Energy Companies. Subject to§ 2274.002 Texas Government Code Contractor herein verifies that it (i) does not boycott energy companies; and (ii) will not boycott energy companies during the term of this Contract. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page I 39 Page 199 of 227 List of Exhibits A. Wage Rates B. Performance & Payment Bonds C. Certificates of Insurance D. Plans & Specifications E. Construction Schedule F. Schedule of Values QUALITY WORKS CONSTRUCTION INC. By: ______________ _ Printed Name: ----------- Title: -------------~ Date: -------------~ Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 CITY OF COLLEGE STATION By: ______________ _ City Manager Date: APPROVED: City Attorney Date: ------ Assistant City Manager/CFO Date: Page I 40 President Misheck Kiragu 6/7/2023 Page 200 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT A DAVIS BACON WAGE RATES 23300498 Page 201 of 227 "General Decision Number: TX20230007 01/06/2023 Superseded General Decision Number: TX20220007 State: Texas Construction Types: Heavy and Highway Counties: Atascosa, Bandera, Bastrop, Bell, Bexar, Brazos, Burleson, Caldwell, Comal, Coryell, Guadalupe, Hays, Kendall, Lampasas, McLennan, Medina, Robertson, Travis, Williamson and Wilson Counties in Texas. HEAVY (excluding tunnels and dams, not to be used for work on Sewage or Water Treatment Plants or Lift / Pump Stations in Bell, Coryell, McClennon and Williamson Counties) and HIGHWAY Construction Projects Note: Contracts subject to the Davis-Bacon Act are generally required to pay at least the applicable minimum wage rate required under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but do not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). ______________________________________________________________ |If the contract is entered |. Executive Order 14026 | |into on or after January 30, | generally applies to the | |2022, or the contract is | contract. | |renewed or extended (e.g., an |. The contractor must pay | |option is exercised) on or | all covered workers at | |after January 30, 2022: | least $16.20 per hour (or | | | the applicable wage rate | | | listed on this wage | | | determination, if it is | | | higher) for all hours | | | spent performing on the | | | contract in 2023. | |______________________________|_____________________________| |If the contract was awarded on|. Executive Order 13658 | |or between January 1, 2015 and| generally applies to the | |January 29, 2022, and the | contract. | |contract is not renewed or |. The contractor must pay all| |extended on or after January | covered workers at least | |30, 2022: | $12.15 per hour (or the | | | applicable wage rate listed| | | on this wage determination,| | | if it is higher) for all | | | hours spent performing on | | | that contract in 2023. | |______________________________|_____________________________| The applicable Executive Order minimum wage rate will be adjusted annually. If this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at http://www.dol.gov/whd/govcontracts. Page 202 of 227 Modification Number Publication Date 0 01/06/2023 SUTX2011-006 08/03/2011 Rates Fringes CEMENT MASON/CONCRETE FINISHER (Paving and Structures)......................$ 12.56 ** ELECTRICIAN......................$ 26.35 FORM BUILDER/FORM SETTER Paving & Curb...............$ 12.94 ** Structures..................$ 12.87 ** LABORER Asphalt Raker...............$ 12.12 ** Flagger.....................$ 9.45 ** Laborer, Common.............$ 10.50 ** Laborer, Utility............$ 12.27 ** Pipelayer...................$ 12.79 ** Work Zone Barricade Servicer....................$ 11.85 ** PAINTER (Structures).............$ 18.34 POWER EQUIPMENT OPERATOR: Agricultural Tractor........$ 12.69 ** Asphalt Distributor.........$ 15.55 ** Asphalt Paving Machine......$ 14.36 ** Boom Truck..................$ 18.36 Broom or Sweeper............$ 11.04 ** Concrete Pavement Finishing Machine...........$ 15.48 ** Crane, Hydraulic 80 tons or less.....................$ 18.36 Crane, Lattice Boom 80 tons or less................$ 15.87 ** Crane, Lattice Boom over 80 tons.....................$ 19.38 Crawler Tractor.............$ 15.67 ** Directional Drilling Locator.....................$ 11.67 ** Directional Drilling Operator....................$ 17.24 Excavator 50,000 lbs or Less........................$ 12.88 ** Excavator over 50,000 lbs...$ 17.71 Foundation Drill, Truck Mounted.....................$ 16.93 Front End Loader, 3 CY or Less........................$ 13.04 ** Front End Loader, Over 3 CY.$ 13.21 ** Loader/Backhoe..............$ 14.12 ** Mechanic....................$ 17.10 Milling Machine.............$ 14.18 ** Motor Grader, Fine Grade....$ 18.51 Motor Grader, Rough.........$ 14.63 ** Pavement Marking Machine....$ 19.17 Reclaimer/Pulverizer........$ 12.88 ** Roller, Asphalt.............$ 12.78 ** Roller, Other...............$ 10.50 ** Scraper.....................$ 12.27 ** Spreader Box................$ 14.04 ** Trenching Machine, Heavy....$ 18.48 Page 203 of 227 Servicer.........................$ 14.51 ** Steel Worker Reinforcing.................$ 14.00 ** Structural..................$ 19.29 TRAFFIC SIGNALIZATION: Traffic Signal Installation Traffic Signal/Light Pole Worker......................$ 16.00 ** TRUCK DRIVER Lowboy-Float................$ 15.66 ** Off Road Hauler.............$ 11.88 ** Single Axle.................$ 11.79 ** Single or Tandem Axle Dump Truck.......................$ 11.68 ** Tandem Axle Tractor w/Semi Trailer.....................$ 12.81 ** WELDER...........................$ 15.97 ** ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ ** Workers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($16.20) or 13658 ($12.15). Please see the Note at the top of the wage determination for more information. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://www.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular Page 204 of 227 rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS Page 205 of 227 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour National Office because National Office has responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. ================================================================ END OF GENERAL DECISIO" Page 206 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 1.Payment greater than prevailing wage rate as listed within this document not prohibited per Texas Government Code, Chapter 2258, Prevailing Wage Rates, Subchapter A. General Provisions. 2.Not less than the following hourly rates shall be paid for the various classifications of work required by this project. Workers in classifications where rates are not identified shall be paid not less than the general prevailing rate of "laborer" for the various classifications of work therein listed. 3.The hourly rate for legal holiday and overtime work shall not be less than one and one-half (1 & 1/2) times the base hourly rate. 4.The rates listed are journeyman rates. Helpers may be used on the project and may be compensated at a rate determined mutually by the worker and employer, commensurate with the experience and skill of the worker but not at a rate less than 60% of the journeyman's wage as shown. Apprentices (enrolled in a federally certified apprentice program) may be used at the percentage rates of the journeyman scale stipulated in their apprenticeship agreement. At no time shall a journeyman supervise more than two (2) apprentices or helpers. All apprentices or helpers shall be under the direct supervision of a journeyman working as a crew. 5.Except for Heavy/Highway Construction, building construction wage rates shall be paid to all workers except those workers engaged in site work and construction beyond five feet of buildings. 23300498 Page 207 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT B PERFORMANCE AND PAYMENT BONDS 23300498 Page 208 of 227 THE STATE OF TEXAS THE COUNTY OF BRAZOS PERFORMANCE BOND § § § HA10105151 KNOW ALL MEN BY THESE PRESENTS: THAT WE, Quality Works Construction Inc. ' as Principal , hereinafter called "Contractor" and the other subscriber hereto Hudson Insurance Company , as Surety, do hereby acknowledge ourselves to be held and firmly bound to the City of College Station, a municipal corporation, in the sum of One Hundred Twelve Thousand Four Hundred Ninety and 00 /100 Dollars($ $112,490.00 ) for the payment of which sum, well and truly to be made to the City of College Station and its successors, the said Contractor and Surety do bind themselves, their heirs, executors, administrators , successors, and assigns, jointly and severally. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT: WHEREAS , the Contractor has on or about this day executed a Contract in writing with the City of College Station for Bird Viewing Blinds at Lick Creek Park; as described in RFP (CSP) 23-047 all of such Work to be done as set out in full in said Contract Documents therein referred to and adopted by the City Council, all of which are made a part of this instrument as fully and completely as if set out in full herein. NOW THEREFORE, if the said Contractor shall faithfully and strictly perform Contract in all its terms, provisions, and stipulations in accordance with its true meaning and effect, and in accordance with the Contract Documents referred to therein and shall comply strictly with each and every provision of the Contract, including all warranties and indemnities therein and with this bond, then this obligation shall become null and void and shall have no further force and effect; otherwise the same is to remain in full force and effect. It is further understood and agreed that the Surety does hereby relieve the City of College Station or its representatives from the exercise of any diligence whatever in securing compliance on the part of the Contractor with the terms of the Contract, including the making of payments thereunder and, having fully considered its Principal's competence to perfonn the Contract in the underwriting of this Perfonnance Bond , the Surety hereby waives any notice to it of any default, or delay by the Contractor in the performance of his Contract and agrees that it, the Surety, shall be bound to take notice of and shall be held to have knowledge of all acts or omissions of the Contractor in all matters pertaining to the Contract. The Surety understands and agrees that the provision in the Contract that the City of College Station shall retain certain amounts due the Contractor until the expiration of thirty (30) days from the acceptance of the Work is intended for the City's benefit, and the City of College Station shall have the right to pay or withhold such retained amounts or any other amount owing under the Contract without changing or affecting the liability of the Surety hereon in any degree. It is further expressly agreed by Surety that the City of College Station or its representatives are at liberty at any time, without notice to the Surety, to make any change in the Contract Documents and in the Work to be Contract No . 23300498 Construction Agreement Over $50 ,000 Form 12-15-2022 Page 209 of 227 done thereunder, as provided in the Contract, and in the terms and conditions thereof, or to make any change in, addition to , or deduction from the Work to be done thereunder; and that such changes, if made, shall not in any way vitiate the obligation in this bond and undertaking or release the Surety therefrom. Surety , for value received, stipulates and agrees that any change in Contract Time or Contract Sum shall not in anywise affect its obligation on this bond and it does hereby waive notice of any such change in Contract Time or Contract Sum. It is further expressly agreed and understood that the Contractor and Surety will fully indemnify and hol d harmless the City of College Station from any liability, loss , cost, expense , or damage arising out of or in connection with the Work done by the Contractor under the Contract. In the event that the City of College Station shall bring any suit or other proceeding at law on the Contract or this bond or both , the Contractor and Surety agree to pay to the City the actual amounts of attorneys ' fees incurred by the city in connection with such suit. This bond and all obligations created hereunder shall be perf01mable in Brazos County , Texas. This bond is given in compliance with the pro visions of Chapter 2253 of the Texas Government Code, as amended, which is incorporated herein by this reference . However, all of the express provisions hereof shall be applicab le whether or not within the scope of said statute. Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actuall y received or, if earlier, on the third day following deposit in a United State Postal Service post office or receptacle, with proper postage affixed (certified mail , return receipt requested), addressed to the respective other party at the address prescribed in the Contract Documents, or at such other address as the receiving party may hereafter prescribe by written notice to the sending party. A copy of sure ty agent 's "Power of Attorney" must be attached hereto. IN WITNESS THEREOF, the said Contractor and Surety have signed and sealed this instrument on t he respective dates written below their signatures and hav e attached current Power of Attorney. Contract No. 2330049 8 Construction Agreement Over $50,000 Fonn 12-15-2022 Page 210 of 227 Bond No. ____ H_A_10_1_0_51_5_1 ___ _ FOR THE CONTRACTOR: ATTEST & SEAL: (if a corporation) WITNESS: (if not a corporation) FOR THE SURETY: ATTEST/WITNESS (SEAL) By:~ Name: Yami ll ec Ramos Title: Witness Date: 6/22 /23 --- FOR THE CITY: REVIEWED: City Attorney (SEAL) QUALITY WORKS CONSTRUCTION INC. Name: W(s.h,Q,Q\fu l!,1 Y96tl Title: )1 Q..Slcl,Qrtt," Date: 6/22 /23 Hudson Insurance Company (Full Name of Surety) 100 William Street 5th Floor New York , NY 10038 (Address of Surety for Notice) Name: Russ Frenzel Title: Attorney-in-Fact Date: 6/22 /23 THE FOREGOING BOND IS ACCEPTED ON BEHALF OF THE CITY OF COLLEGE STATION, TEXAS: City Manager NOTE: Date of bonds must be on or after the date of execution by City. Contract No. 2330049 8 Construction Agreement Over $50,000 Fonn 12-15-2022 Page 211 of 227 ~HUD ~ t. SURAN t GR: UP~ Bond Number: HAI0105151 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS : That HUDSO I SURANCE COMPANY , a corporation of the State of Delaware, with offices at 100 Wi ll iam Street, New York , New York, 10038 , has made, constituted and appo inted, and by the se presents, doe s make , con stitute and appoint Ru ss Frenze l of the State of TX it s true and lawfu l Attom ey(s)-in-Fact, at New York, ew York, each of them alone to have full power to act w ithout the othe r or others , to make, execute and deliver on it s behalf, as Surety, bonds and undertakings given for any and all purposes, also to execute and deliver on it s behalf as aforesai d renewa ls, extensions, agreements, waivers, consents or sti pulations relating to s uch bonds or undertakings provided, however, that no s ingle bond or und ertaki ng shall obli gate said Company for any porti on of the penal sum thereof in excess of the su m of One Hundred and Twelve Thousand Fo ur Hundred and Ni n ety Dollars and Ze ro Cents Such bonds and undertakings when duly executed by said Attomey(s)-in-Fact, shall be binding upon said Company as fully and to th e same ex tent as if s igned by the Pres id ent of said Company under its corporate sea l attested by it s Secretary. In Wit ness Wh ereof, HUDSON INSURANCE COM PANY has ca used th ese presents to be of its Se nior Vice Pres ident th ere unto du ly authorized, on thi s __1!!L day of Jun e , 20 n_ at New York, ew York. ~·~ s ~ ... ••·o·.-... ~ HUDSO I SURANCE COMPANY f~$~ \"' : seaQ. ~ \,., .. ,#! I ·-.. ~ 7!. f\ ' . Attest ... /\/ Jtl:'<:'.:-lJJ.1i ~JX: ... Dina Daskalakis No . 01MU6067553 ~~ ...... f.~······· Senior Vice President ......... (] ... Corporate Secretary ST A TE OF NEW YORK COUNTY OF NEW YORK. SS . On th e -1lliL_ day of June , 20 .B._ before me personally came Michael P. C ifone to me known, w ho be in g by me du ly sworn did depose and say that he is a Senior Vice Pres ident of HUDSON I SU RANCE COMPANY, the corporation described herein and which executed the above in strum e nt, that he knows the seal of said Corporation , that the seal affixed to satd instrument is such corporate seal, that 11 was so affi 'ed by order of the Board of 01rectors of said Corporat ion , and that he signed hi s name thereto by like order. J , 1 , ............ , 11( /1 Jn • ,.-·~~t-l M . •~''''~, ............................. ~ ............... . ,/ ~,-....... :"& .• ,:·-., ANN M MURP~ (Notanal Seal) , .• -. ">;o ~ • ! ... ·~o;Al'I'·· .. 'So\ otary Pub lic , State of ew York f ; ~._ >-·: "'~ o. 0 l MU6067553 ;. U) : "'° : i \9 \ veuc .. · i -.. ~ ·. .· :- <, ... o '• ..... ··~*"~' 11""•,,6~1~ NEV'/"'(~,.~# '"0111111"' STA TE OF NEW YORK COUNTY OF NEW YORK SS. The undersigned Dina Daskalakis hereby ce11ifies : Qualified in Nassau County Commission Expires December l 0 , 2025 CERTIFICATION That the original resolution , of which the following is a true and correct copy, was duly adopted by unanimous written consent of the Board of Directors of Hudson Insurance Company dated July 27'', 2007, and has not sin ce been revoked, amended or modified: "RESOLVED, th at the President , the Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have the authori ty and discretion , to appoi nt s uch agent or agents, or att orney or attorneys-in-fact, for the purpo e of carrying on this Com pan y's s urety business, and to empowe r such agen t or agents, or attorney or att orneys'-in-fact, to execute and deli ver, under this Company's seal or ot h erwise, bonds ob ligation s, and recognizances, whether made by thi s Com pany as surety thereon o r otherwise, indemnity contracts, co ntracts and cert ificates , and any and all o ther contracts and undertakings made in the course of this Company 's surety business, and renewa ls, extensions, agreements, waivers, consents or stipulations regarding unde11aking s so made; and FURT HER RESOVLED, that the signature of any such Officer of the Company and th e Company's seal may be affixed by facsimi le to any power of attorney or certificati on given for the execution of any bond, undertaki ng, recognizance, contract of indemnity or other written obligation in the nature th e reof or related th e reto, such s ignature and sea l whe n so used whether heretofore or hereafter, being hereby adopted by th e Company as th e original signature of such officer and the original seal of the Company, to be va li d and bindin g upon the Company with the sa me force and effect as tho ugh manually affixed." THAT the above and forego in g is a full , true and correct copy of Power of Attorney issued by sa id Company, and of the whole of the original an d that the said Power of Attorney is still in full force and effect and has not been revoked , and furthermore that the Resolution of the Board of Directors, set forth in the said Power of Attorney is now in force . Witness the hand of the undcrsigne<l and the seal of said Corporation this 22 nd da y of June ,20~. seal) /J -'A Ir -r{J ~-V-/ lifl~ (>,._~ By ................... ,. .................. :\ ................ . Dina Daskalakis, Corporate Secretary Page 212 of 227 TEXAS STATUTORY PAYMENT BOND THE STATE OF TEXAS THE COUNTY OF BRAZOS § § § THAT WE, Quality Works Construction Inc. HA 10105151 KNOW ALL MEN BY THESE PRESENTS: , as Principal, hereinafter called "Principal" and the other subscriber hereto -"'H..;..;u;;...;;d=s""'on"--"-ln=s=ur=a""'n""'ce"-=C=om'-'-=p=an"""'y'------------' a corporation organized and existing under the laws of the State of ______ , licensed to business in the State of Texas and admitted to write bonds, as Surety, herein after called "Surety", do hereby acknowledge ourselves to be held and firmly bound to the City of College Station, a municipal corp oration, in the sum of One Hundred Twelve Thousand Four Hundred Ninety and _o_o ___ /100 Dollars ($ $112,490.00 ) for payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns jointly and severally. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT: WHEREAS, Principal has entered into a certain contract with the City of College Station, dated the _22 __ day of June Bird Viewing Blinds at Lick Creek Park; as described in RFP (CSP) 23-047 referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW THEREFORE, the condition of this obligation is such that if Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution of the Work provided for in said contract, then, this obligation shall be null and void; othetwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code and all liabilities on this bond shall be determined in accordance with the provisions, conditions and limitations of said Code to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that any change in Contract Time or Contract Sum shall not in anywise affect its obligation on this bond, and it does hereby waive notice of any such change in Contract Time or Contract Sum. A copy of surety agent's "Power of Attorney" must be attached hereto. IN WITNESS THEREOF, the said Principal and Surety have signed and sealed this in strumen t on the respective dates written below their signatures. Contract No. 23300498 Construction Agreement Over $50 ,000 Fonn 12-15-2022 Page 213 of 227 FOR THE CONTRACTOR: ATTEST & SEAL: (if a corporation) WITNESS: (if not a corporation) Date: 6/22/23 FOR THE SURETY: ATTEST/WITNESS (SEAL) By:~ Name:Y== Title: Witness Date: 6/22 /23 -.. FOR THE CITY: REVIEWED: City Attorney (SEAL) HA 10105151 QUALITY WORKS CONSTRUCTION INC. By: -=-~~,...i.-~~'-=-~~~~~~~ Name: f<lr~ \.\1'(~ Title: Jf a., S~ ck_nt_.. · Date: 6/22/23 Hudson Insurance Company (Full Name of Surety) 100 William Street 5th Floor New York , NY 10038 (Address of Surety for Notice Name: Russ Frenzel Title: Attorney-in-Fact Date: 6/22/23 THE FOREGOING BOND IS ACCEPTED ON BEHALF OF THE CITY OF COLLEGE STATION, TEXAS: City Manager NOTE: Date of bonds must be on or after the date of execution bv Citv. Contract No. 23300498 Construction Agreement Over $50,000 Form 12-15-2022 Page 214 of 227 ~Huoo ~ I !lUI f ECR ur· Bond Number: HA101os1s1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That HUDSO I SURANCE COMPANY , a corporation of the State of Delaware, with offices at 100 William Street, New York, New York, 10038, has made , constituted and appointed, and by these presents, does make, constitute and appoint Russ Frenzel of the State of TX its true and lawful Attomey(s)-in-Fact, at New York, New York, each of them alone to have full power to act without the other or others, to make, execute and deliver on its behalf, as Surety, bonds and undertakin gs given for any and all purposes, a lso to execute and deliver on its behalf as aforesaid renewals, extensions, agreements, waivers, consents or stipulations relating to such bonds or undertakings provided, however, that no single bond or undertaking shall obligate said Company for any portion of the penal sum thereof in excess of the sum of One Hundred and Twelve Thousand Four Hundred and Ninety Dollars and Zero Cents Such bonds and undertakings when duly executed by said Attomey(s)-in-Fact, shall be binding upon said Company as fully and to the same extent as if signed by the President of said Company under its corporate seal attested by it s Secretary. In Witness Whereof, HUDSON INSURANCE COMPANY has caused these presents to be of its Senior Vice President thereunto du ly authorized, on thi s~ day of June , 20 n__ at New York , ew York. ~~"''·~ It"'<;;~ \"' : scaQ HUDSONI SURANCECOMPANY ~· ... \~'~/ I) " ··~" j/ I f\ ~.,; -I, , . Attest. .. /../. tyc~'-:LJ21/ ~:~ ........ . Dina Daskalakis No. OIMU6067553 Corporate Secretary ~~ ..... f ... ~······ senior Vice President ........ ·u .. . STATE OF NEW YORK COUNTY OF NEW YORK. SS. On the --1.r!Q__ day of June , 20 R_ before me personally came Michael P. Cifo ne to me known, who being by me duly sworn did depose and say th at he is a Senior Vice President of H UDSO I NS URA CE COMP A Y, the corporat ion described herein and which executed the above in strument, th at he knows the seal of said Corporation, that the seal affixed to said instrum ent ts such corporate seal , th at ti was so affi ed by order of the Board of Directors of said Corporation , and that he s::~~ .. ';~ .. :::.: thereto by lt ke order . . ..... .J. .~~. J!~L .. -.............. -..... . (Nota ri al Seal) ,/' ?-:. .. ·· ··· ··--~~.:\. ANN M. MURP~ f .-· ~OT.<11' ·-. ~ i otary Public, State of New York L, !,0 -·->-} C(.~ o. OIMU6067553 \ :; ..... ··· .. ~8L 1c .. / f Qualified in Nassau County •., <" ·····••• ~*" / Commission Expires December 10, 2025 '•,,,,,?.<-NEW '<O ,,.-•' 11'''"1 1111Ut'''~''\ CERTIFICATION STATE OF NEW YORK COUNTY OF NEW YORK SS. 111e undersigned Dina Daskalakis hereby ce11ifies: That the ori gina l resolution , of which the following is a true and correct copy, was duly adopted by unanimous written consent of the Board of Directors of Hud so n In sura nce Company dated July 27 ••, 2007, and has not since been revoked , amended or modified: "RESOLVED, that the President , the Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have the authority and discretion, to appoint such agent or agents , or attorney or attorneys-in-fact, for the purpose of carrying on this Company's surety business, and to empower such age nt or agent s, or attorney or attorneys-in-fact , to execute and deli ver, under thi s Company 's seal or otherwise, bonds obligations , and recognizances, whether made by this Company as surety thereon or otherwise, indemnity contracts, contracts and certificates, an d any and all other contracts and undertakings made in the course of this Company's surety bu siness , and renewals , extensions , agreements, waivers , consents or stipu lations regarding undertakings so made; and FURTHER RESOVLED, that the signature of any such Officer of the Company and the Company's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written ob li gation in the nature thereof or related thereto, such signature and seal when so used whether heretofore or hereafter, being hereby adopted by the Company as the original signature of such officer and the original seal of th e Company, to be va lid and binding upon the Company with th e same force and effect as though manuall y affixed." THAT the above and foregoing is a full, true and correct copy of Power of Attorney issued by said Company, and of the whole of the original and that the said Power of Attorney is still in full force and effect and has not been revoked , aad furthermore that the Resolution of the Board of Directors , set forth in the said Power of Attorney is now in force. Witness the hand of the undersigned and the seal of said Corporation this 22nd seal) dayof June /! )_ I i -!\ I . ; :J f'vO-.I fU1/, c~J By ..................... .,...-: ............... \. ,2011___. Dina Daskalakis, Corporate Secretary Page 215 of 227 IMPORTANT NOTICE TO OBTAIN INFORMATION OR TO MAKE A COMPLAINT You may contract the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at You may write the Texas Department of Insurance: 1-800-252-3439 P.O. Box 149104 Austin, Texas 78714-9104 Fax No. (512) 475-1771 PREMIUM or CLAIM DISPUTES Should you have a dispute concerning your premium or about a claim, you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY This notice is for information only and does not become a part or condition of the attached document. Notice of Applicability of Chapter 2253 of the Texas Government Code These bonds are furnished in an attempt to comply with Chapter 2253 of the Texas Government Code. These bonds shall be construed to comply with such Chapter regarding the rights created, limitations on those rights, and remedies provided. Any provision in the bonds to which this Rider is attached that expands or restricts a right or liability under such Chapter shall be disregarded, and such Chapter shall apply to these bonds. Page 216 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT C CERTIFICATES OF INSURANCE AND ENDORSEMENTS 23300498 Page 217 of 227 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/2/2023 AssuredPartners of Texas 500 N.Central Expressway Suite 550 Plano TX 75074 Destiny Decoux 972-461-7300 972-461-7300 Destiny.DeCoux@assuredpartners.com License#:1435292 The Cincinnati Specialty Underwriters Insurance Co 13037 QUALWOR-01 Progressive County Mutual Insurance Company 29203QualityWorksConstructionInc 16503 N Mist Dr Houston TX 77073 Texas Mutual Insurance Company 22945 1673712225 A X 1,000,000 X 100,000 1,000 1,000,000 2,000,000 X CSU0195412 9/2/2022 9/2/2023 2,000,000 B 1,000,000 X 970101926 5/25/2023 5/25/2024 C N 0001297538 11/18/2022 11/18/2023 1,000,000 1,000,000 1,000,000 General Liability policy contains a blanket additional insured when required by written contract or agreement. General Liability and Workers'Compensation policies contain a blanket waiver of subrogation when required by written contract or agreement. City of College Station is listed as Additional Insured in respects to Auto Liability. City of College Station Attention:Risk Management PO Box 9960 College Station TX 77842 Page 218 of 227 Includes copyrighted material of Insurance CSGA 4087 12 12 Services Office, Inc., with its permission.Page 1 of 1 COMMERCIAL GENERAL LIABILITY CSGA 4087 12 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL Y. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - PER CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: If you have agreed, in a written contract or agreement, to provide a waiver of any right of recovery against a person or organization, we will waive any right of recovery we may have against that person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to that person or organization for which you have agreed to in a written contract to provide said waiver. Page 219 of 227 Includes copyrighted material of ISO CSGA 437 12 13 Properties, Inc., with its permission.Page 1 of 2 COMMERCIAL GENERAL LIABILITY CSGA 437 12 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS,LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - OPERATIONS AND COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.SECTION II -WHO IS AN INSURED is amended to include as an additional insured any person or organization when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy,but only with respect to "bodily injury", "property damage" or "personal and advertising injury"caused,in whole or in part, by: 1.Your acts or omissions in the perform- ance of your ongoing operations for the additional insured; 2.The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional in- sured; or 3."Your work" performed for the additional insured and included in the "products- completed operations hazard". If not specified otherwise in the written con- tract or agreement, a person's or organiza- tion's status as an additional insured under this endorsement ends one year after your opera- tionsfor that additional insured are completed. The written contract or agreement must be currently in effect or become effective during the term of this Coverage Part. The contract or agreement must be executed prior to the "bod- ily injury", "property damage"or "personal and advertising injury" to which this endorsement pertains. However: 1.The insurance afforded to such additional insured only applies to the extent permit- ted by law; and 2.If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance afforded to such ad- ditional insured will not be broader than that which you are required by the con- tract or agreement to provide for such ad- ditional linsured. B.W ith respect to the insurance afforded to these additional insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1."Bodily injury", "property damage"or "per- sonal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineer- ing or surveying services, including: a.The preparing, approving, or failing to prepare or approve,maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b.Supervisory, inspection, architectural or engineering activities. 2."Bodily injury"or "property damage" aris- ing out of "your work" for which a consoli- dated (wrap-up)insurance program has been provided by the prime contrac- tor/project manager or owner of the con- struction project in which you are involved. 3."Bodily injury", "property damage"or "per- sonal and advertising injury" to any em- ployee of you or to any obligation of the additional insured to indemnity another because of damages arising out of such injury. Page 220 of 227 Includes copyrighted material of ISO CSGA 437 12 13 Properties, Inc., with its permission.Page 2 of 2 4."Bodily injury", "property damage"or "per- sonal and advertising injury" for which the Named Insured is afforded no coverage under this policy of insurance. C.W ith respect to the insurance afforded to these additional insureds, SECTION III -LIM- ITS OF INSURANCE is amended to include: The limits applicable to the additional insured are those specified in the written contract or agreement or in the Declarations of this Cov- erage Part, whichever is less. If no limits are specified in the written contract or agreement, the limits applicable to the additional insured are those specified in the Declarations of this Coverage Part.The limits of insurance are in- clusive of and not in addition to the limits of in- surance shown in the Declarations. D.W ith respect to the insurance afforded to these additional insureds, SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS,4. Other Insurance is amended to include: Any coverage provided herein will be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless you have agreed in a written con- tract or written agreement executed prior to any loss that this insurance will be primary. This insurance will be noncontributory only if you have so agreed in a written contract or written agreement executed prior to any loss and this coverage is determined to be primary. Page 221 of 227 1.exasMurual® WORKERS' COMPENSATION INSURANCE WORKERS' COMPENSATION AND EMPLOYERS LIABILITY POLICY WC 42 03 04 B Agent copy TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page . We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule . 1 . ( ) Specific Waiver Name of person or organization (X) Blanket Waiver Schedule Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 . Operations: ALL TEXAS OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described . 4. Advance Premium : Included, see Information Page Th is endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 11/18/22 at 12:01 a.m . standard time , forms a part of: Pol icy no . 0001297538 of Texas Mutual Insurance Company effective on 11/18/22 Issued to : QUALITY WORKS CONSTRUCTION INC DBA: MISHEK KIRAGU NCCI Carrier Code : 29939 1 of 1 This is not a bill PO Box 12058, Austin , TX 78711 -2058 texasmutual.com I (800) 859-5995 I Fax (800) 359-0650 Authorized representative 10/27/22 WC42 0304 B Page 222 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT D PLANS AND SPECIFICATIONS Plans and Techincal Specifications are loaded on Brazosbid.ionwave.net 23300498 Page 223 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT E CONSTRUCTION SCHEDULE 23300498 Page 224 of 227 Contract No.___________ Construction Agreement Over $50,000 Form 12-15-2022 EXHIBIT F SCHEDULE OF VALUES 23300498 Page 225 of 227 RFP (CSP) 23-047(REVISED PROPOSAL)Page 226 of 227 June 22, 2023 Item No. 12.1. Council Reports on Committees, Boards, and Commissions Sponsor: City Council Reviewed By CBC: City Council Agenda Caption:A Council Member may make a report regarding meetings of City Council boards and commissions or meetings of boards and committees on which a Council Member serves as a representative that have met since the last council meeting. (Committees listed in Coversheet) Relationship to Strategic Goals: Good Governance Recommendation(s): Review meetings attended. Summary: Animal Shelter Board, Arts Council of Brazos Valley, Architectural Advisory Committee, Audit Committee, Bond Citizens Advisory Committee, Bicycle, Pedestrian, and Greenways Advisory Board, Bio-Corridor Board of Adjustments, Brazos County Health Dept., Brazos Valley Council of Governments, Brazos Valley Economic Development Corporation, Bryan/College Station Chamber of Commerce, Budget and Finance Committee, BVSWMA, BVWACS, Census Committee Group, Compensation and Benefits Committee, Experience Bryan-College Station, Design Review Board, Economic Development Committee, Gulf Coast Strategic Highway Coalition, Historic Preservation Committee, Interfaith Dialogue Association, Intergovernmental Committee, Joint Relief Funding Review Committee, Landmark Commission, Library Board, Metropolitan Planning Organization, Operation Restart, Parks and Recreation Board, Planning and Zoning Commission, Research Valley Technology Council, Regional Transportation Committee for Council of Governments, Sister Cities Association, Spring Creek Local Government Corporation, Transportation and Mobility Committee, TAMU Student Senate, Texas Municipal League, Walk with the Mayor, YMCA, Zoning Board of Adjustments. (Notice of Agendas posted on City Hall bulletin board.) Budget & Financial Summary: None. Attachments: None Page 227 of 227