III. Standard Contractual Provisions.
A. Engineer’s Services.
1. Definitions:
In this section A, relating to Engineer’s services:
Construction
Documents
means the Engineer’s drawings, plans, specifications, and related design
documents that Contractor uses to perform the Project Work.
Contract
means this standard Contract for Engineering services.
Contractor means
the person or entity the City contracts with to perform the Project Work.
Engineer means the person or entity
the City contracts with to perform the Project Work.
Project means the water, sewer, drainage, street, or other
improvements, equipment, or facilities Contractor contracts with the City to undertake
and complete.
Project
Work means
the Contractor’s construction, reconstruction, repair, installation or other
activity required to complete the Project.
2. Construction Documents. Engineer's Construction Documents, if required under this
Contract, will be sufficiently accurate, detailed, and complete so that the
Contractor may, if the Contractor faithfully follows the Construction
Documents, construct and complete the Project without a substantial defect and
within the projected schedule and budget.
In this paragraph, a “substantial defect” includes, but is not limited
to, any condition of the Project that, upon completion, prevents or interferes
with the Project’s proper or intended operation, use, function, or
maintenance. The Engineer shall promptly
correct any error found in the Construction Documents, including any error
discovered after the City makes final payment to the Engineer, without payment
of additional compensation.
3. Project Visits. (This paragraph applies only if the Attached
Contract Documents provide for the Engineer to visit the Project as part of the
Engineer’s services) The Engineer will
visit the Project site at intervals appropriate to the stage of the Project
Work and for the minimum number of times set forth in the Attached Contract
Documents, if any. The Engineer’s visits
shall include visits at times when the significant elements of the Project
Work, or representative samples thereof, are being performed so that the
Engineer may determine if the Project Work is being performed in substantial
compliance with the Construction Documents.
The Engineer will keep the City informed of the progress and quality of
the Project Work as it is completed and promptly notify the City in writing of
any Project Work that does not substantially comply with the Construction
Documents.
B. Billing and Payment. Engineer will bill the City for the Services
provided at intervals of at least 30 days, except for the final billing. The
City shall pay Engineer for the Services in accordance with the terms of this
Contract, but all payments to be made by the City to Engineer, including the
time of payment and the payment of interest on overdue amounts, are subject to
the applicable provisions of Chapter 2251 of the Government Code.
C. Termination
Provisions.
(1)
City Termination for Convenience. Under this paragraph, the City may terminate
this Contract during its term at any time for the City’s own convenience where
the Engineer is not in default by giving written notice to Engineer. If the City terminates this Contract under
this paragraph, the
City will pay the Engineer for all services rendered in accordance with this
Contract to the date of termination.
(2) Termination for Default. Either party to this Contract may terminate this Contract
as provided in this paragraph if the other party fails to comply with its
terms. The party alleging the default
will give the other party notice of the default in writing citing the terms of
the Contract that have been breached and what action the defaulting party must
take to cure the default. If the party
in default fails to cure the default as specified in the notice, the party
giving the notice of default may terminate this Contract by written notice to
the other party, specifying the date of termination. Termination of this Contract under this
paragraph does not affect the right of either party to seek remedies for breach
of the Contract as allowed by law, including any damages or costs suffered by
either party.
(3) Multi-Year Contracts and Funding. If this Contract extends beyond the City’s fiscal year in
which it becomes effective or provides for the City to make any payment during
any of the City’s fiscal years following the City’s fiscal year in which this
Contract becomes effective and the City fails to appropriate funds to make any
required Contract payment for that successive fiscal year and there are no
funds from the City’s sale of debt instruments to make the required payment,
then this Contract automatically terminates at the beginning of the first day
of the City’s successive fiscal year of the Contract for which the City has not
appropriated funds or otherwise provided for funds to make a required payment
under the Contract.
D. Liability and Indemnity. The Engineer will indemnify and hold the City, its
officers, agents, and employees harmless from any claim, loss, damage, suit, or
liability, including expenses of litigation, court costs, and attorney's fees,
for injury to or death of any person, or for damage to any property, where the
injury, death, or damage is caused by the negligence of the Engineer, his
officers, employees, agents, or subcontractors in performing work under this
Contract. Any
provision of any attached contract document that limits the Engineer’s
liability to the City or releases the Engineer from liability to the City for
actual or compensatory damages, loss, or costs arising from the Engineer’s
performance of this Contract or that provides for the City to indemnify the Engineer
is not applicable or effective under this Contract.
E.
Assignment. The Engineer shall not assign this Contract
without the prior written consent of the City.
F.
Law Governing and Venue.
This Contract is governed by the law of the State of Texas and a lawsuit
may only be prosecuted on this Contract in a court of competent jurisdiction
located in or having jurisdiction in Fort Bend County, Texas.
G. Entire Contract. This Contract represents the entire Contract
between the City and the Engineer and supersedes all prior negotiations,
representations, or contracts, either written or oral. This Contract may be amended only by written
instrument signed by both parties.
H. Independent
Contractor. Engineer shall
perform the work under this Contract as an independent contractor and not as an
employee of the City. The City has no
right to supervise, direct, or control the Engineer or Engineer’s officers or
employees in the means, methods, or details of the work to be performed by
Engineer under this Contract. The City
and Engineer agree that the work performed under this Contract is not
inherently dangerous, that Engineer will perform the work in a workmanlike
manner, and that Engineer will take proper care and precautions to insure the
safety of Engineer’s officers and employees.
I. Dispute Resolution Procedures. The Engineer and City desire an expeditious means to
resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating
to this Contract, the parties agree to try in good faith, before bringing any
legal action, to settle the dispute by submitting the matter to mediation
before a third party who will be selected by agreement of the parties. The
parties will each pay one-half of the mediator’s fees.
J. Attorney’s Fees. Should either party to this Contract bring
suit against the other party for breach of contract or for any other cause
relating to this Contract, neither party will seek or be entitled to an award
of attorney’s fees or other costs relating to the suit.
K. Severability. If a court finds or rules that any part of
this Contract is invalid or unlawful, the remainder of the Contract continues
to be binding on the parties.
IV. Special Terms or Conditions. None.
V. Additional Contract Documents. The following specified documents attached to
this Contract are part of this Contract, except as follows: any provision contained in any of the
Engineer’s Additional Contract Documents specified below that conflicts with a
Contract provision not included in the Engineer’s Additional Contract
Documents, does not apply to this Contract.
A. Engineer’s Additional Contract Documents:
1. Omega Engineers, Inc. Proposal Dated October
31, 2006 (5 pages)
B.
City’s Additional Contract Documents:
1. Insurance for Designated Professional Service
Contracts [Form PU-111F-2 (3 pages)]
END OF DOCUMENT
CITY
OF SUGAR LAND
FORM PU-111F-2
REQUIRED INSURANCE
PROVISIONS FOR DESIGNATED PROFESSIONAL SERVICE CONTRACTS
The Contractor shall comply with each and every condition
contained herein. The Contractor shall
provide and maintain, until the work covered in the contract is completed and
accepted by The City of Sugar Land, the minimum insurance coverages as follows:
1. Commercial
General Liability insurance at minimum combined single limits of $1,000,000
per-occurrence and $2,000,000 general aggregate for bodily injury and property
damage, which coverage shall include products/completed operations ($1,000,000
products/completed operations aggregate), and XCU (Explosion, Collapse,
Underground) hazards. Coverage must be
written on an occurrence form.
Contractual Liability must be maintained covering the Contractors
obligations contained in the contract.
2. Workers
Compensation insurance at statutory limits, including Employers Liability
coverage a minimum limits of $500,000 each-occurrence each accident/$500,000 by
disease each-occurrence/$500,000 by disease aggregate.
3. Commercial
Automobile Liability insurance at minimum combined single limits of $1,000,000
per-occurrence for bodily injury and property damage, including owned,
non-owned, and hired car coverage.
4. Errors &
Omissions coverage as follows:
a. Professional
Liability with minimum limits of $1,000,000.
b. This coverage
must be maintained for at least two (2) years after the project is
completed. If coverage is written on a
claims-made basis, a policy retroactive date equivalent to the inception date
of the contract (or earlier) must be maintained during the full term the
contract.
PLEASE NOTE: The required
limits may be satisfied by any combination of primary, excess, or umbrella
liability insurances, provided the primary policy complies with the above
requirements and the excess umbrella is following-form. The Contractor may maintain reasonable and
customary deductibles, subject to approval by the City of Sugar Land.
Any Subcontractor(s) hired by the Contractor shall maintain
insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to
assure compliance with this provision.
The City of Sugar Land accepts no responsibility arising from the
conduct, or lack of conduct, of the Subcontractor.
A Comprehensive General Liability insurance form may be used in
lieu of a Commercial General Liability insurance form. In this event, coverage must be written on an
occurrence basis, at limits of $1,000,000 each-occurrence, combined single
limit, and coverage must include a broad form Comprehensive General Liability
Endorsement, products/completed operations, XCU hazards, and contractual
liability.
With reference to the foregoing insurance requirement, Contractor
shall specifically endorse applicable insurance policies as follows:
1. The City of
Sugar Land shall be named as an additional insured with respect to General
Liability and Automobile Liability.
2. All liability
policies shall contain no cross liability exclusions or insured versus insured
restrictions.
3. A waiver of
subrogation in favor of the City of Sugar Land shall be contained in the
Workers Compensation, and all liability policies.
4. All insurance
policies shall be endorsed to require the insurer to immediately notify the
City of Sugar Land of any material change in the insurance coverage.
5. All insurance
policies shall be endorsed to the effect that the City of Sugar Land will
receive at least thirty (30) days’ written notice prior to cancellation or
non-renewal of the insurance.
6. All insurance
policies, which name the City of Sugar Land as an additional insured, must be
endorsed to read as primary coverage regardless of the application of other
insurance.
7. Required limits
may be satisfied by any combination of primary and umbrella liability
insurances.
8. Contractor may
maintain reasonable and customary deductibles, subject to approval by the City
of Sugar Land.
9. Insurance must
be purchased from insurers having a minimum AmBest rating of A 7.
All insurance must be written on forms filed with and approved by
the Texas Department of Insurance.
Certificates of Insurance shall be prepared and executed by the
insurance company or its authorized agent and shall contain provisions
representing and warranting the following:
1. Sets forth all
endorsements and insurance coverages according to requirements and instructions
contained herein.
2. Shall
specifically set forth the notice-of-cancellation or termination provisions to
the City of Sugar Land.
Upon request, Contractor shall furnish the City of Sugar Land with
certified copies of all insurance policies.
A valid certificate of insurance verifying each of the
coverages required above shall be issued
directly to the City of Sugar Land within ten (10) business days after contract
award by the successful contractor’s insurance agent of record or insurance
company. The certificate of insurance shall be sent to:
City
of Sugar Land
Attn:
Purchasing Dept.
P.O.
Box 110
Sugar
Land, TX 77487-0110
Reduction or Waiver of Insurance
Requirements
The
City may at any time reduce or waive all or part of the insurance requirements
established by this document for any contractor that has entered into an
agreement with the City to provide the services for which this insurance
applies, if the City determines that the reduction or waiver will not
unreasonably expose the City to a risk of liability or loss. An authorized City representative must
authorize any reduction or waiver of these insurance requirements in writing
before the reduction or waiver is effective.
