Ordinance No. 14,382ORDINANCE NO. 14,382
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE WAYFINDING SIGNAGE AGREEMENT WITH GEOGRAPH
INDUSTRIES, INC., FOR THE CONSTRUCTION AND INSTALLATION OF
WAYFINDING SIGNAGE IN THE CITY OF BAYTOWN; AUTHORIZING
PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED
TWO HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED FORTY-EIGHT
AND NOl100 DOLLARS ($254,248.00); AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to the Wayfinding Signage Agreement
with Geograph Industries, Inc., for the construction and installation of wayfinding signage in the City of
Baytown. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all
intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Geograph
Industries, Inc., in an amount not to exceed TWO HUNDRED FIFTY-FOUR THOUSAND TWO
HUNDRED FORTY-EIGHT AND NOI100 DOLLARS ($254,248.00) for the construction and
installation of wayfinding signage in the City of Baytown in accordance with the agreement authorized in
Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND N0I100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent
(25%).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City cil of the City of
Baytown this the 141h day of May, 2020.
Z
ED
ON CAPET LO, M yor
WIN-1
L IBRYSCH, City lerk ���;°° CIA
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. e
APPROVED AS TO FORM:
tP .
N ORNER, Interim City Attorney
R:+Karen,.Files••City CouncillOrdinances\2020\May 141WayfindingSignageAgreement.doc
Exhibit "A"
WAYFINDING SIGNAGE AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
THIS AGREEMENT is entered into by and between the City of Baytown (the "City") and Geograph Industries, Inc.
(the "Contractor") for the Wayfinding Signage Project, as more specifically defined in the Wayfinding Signage Proposal
No. #20-1204 Specifications and Contractor's response thereto, which are incorporated by this reference for all intents and
purposes (the "Project").
SCOPE OF WORK: This scope of work shall entail the complete turnkey installation and construction of the
above -reference project to be constructed at the locations specified by the City. The turnkey job will consist of
all necessary parts, materials, equipment, freight, delivery, installation, labor, travel time, mileage, cleanup, and
any other related costs to complete the Project. The Project shall be installed/constructed to meet the
specifications in Proposal No. 20-1204, which are attached hereto as Exhibit "A" and incorporated herein for all
intents and purposes.
The total cost of the Project shall not exceed TWO HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED
FORTY-EIGHT AND NO/100 DOLLARS ($254,248.00) based upon the following, which is based upon terms,
conditions, and specifications of Wayfinding Signage Proposal No. #20-1204:
Sign
Number
Unit Cost
Signs
Unit Cost
Non -Decorative
Poles
Qty.
Unit Cost
Installation
Total
Price
V1.1 -14
$489.00
$466.00
14
$1,483.00
$34,132.00
V2.1 - 6
$657.00
$481.00
6
$1,483.00
$15,726.00
V3.1 - 6
$859.00
$496.00
6
$1,483.00
$17,028.00
V4.1 - 3
$997.00
$466.00
3
$1,483.00
$8,838.00
V5.1 - 12
$1,123.00
$496.00
12
$1,483.00
$37,224.00
V6.1 - 3
$1,801.00
$992.00
3
$2,211.00
$15,012.00
V7.1 - 5
$2,137.00
$1,022.00
5
$2,211.00
$26,850.00
V8.1 - 3
$1,872.00
$992.00
3
$2,211.00
$15,225.00
V9.1 - 3
$2,486.00
$992.00
3
$2,486.00
$17,892.00
V 10.1 2
$2,659.00
$992.00
1 2
$2,486.00
$12,274.00
Subtotal
$ 200 201.00
Sign
Number
Unit Cost
Signs
Unit Cost
Decorative Poles
Qty.
Unit Cost
Installation
Total
Price
VI 1.1 - 2
$3,566.00
$1,022.00
2
$1,933.00
$13,042.00
V12.1 3
$758.00
$2,731.00
3
$1,483.00
$14,916.00
V 13.1 2
$892.00
$2,731.00
2
$1,483.00
$10,212.00
V14.1
$1,389.00
$2,731.00
1
$11483.00
$5,603.00
V15.1 2
$923.00
t $2,731.00
2
$1,483.00
$10,274.00
Subtotal
$54 047.00
TOTAL
$254 248.00
2. CONTRACT DOCUMENTS: The contract documents shall consist of the following documents:
a) this Agreement,
b) Proposal No. 20-1204 and all addenda thereto, and
c) Performance and Payment Bonds.
Should there be a conflict in the terms contained in the above -referenced documents, the most stringent shall
control. Otherwise, the documents shall be interpreted in the order of priority listed hereinabove.
No amendments to this Agreement shall be effective and binding until it is reduced to writing and signed by the
duly authorized representatives of both parties. Contract documents shall be distributed by the Contractor to its
subcontractors as necessary and must be kept and be accessible at the work site. The plans and specifications
must be returned to the City on request at the completion of the work.
3. CITY'S REPRESENTATIVE: The Project shall be administered by the City's Representative, whose duties
shall include, but not be limited to, the following:
a) periodically review and inspect the Contractor's work;
b) issue instructions and directives to the Contractor, with which Contractor is obligated to comply, provided
such directions and instructions are consistent with the obligations of this Agreement;
c) make visits to the site at intervals appropriate to the various stages of construction, appropriate to observe
as an experienced and qualified design professional the progress and quality of the work; and
d) keep City informed of the progress of the work.
4. COMMUNICATIONS: The Contractor shall forward all communications, written or oral, to the City through
the City's Representative. 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 an officer of the corporation for whom it is intended, or if delivered at
or sent by telecopier, overnight or facsimile transmission or if delivered or sent by certified or registered mail to
the last business address as indicated herein. Each party will have the right to change its business address by
giving at least thirty (30) calendar days' written notice to the other party of such change. Notice given by mail
shall be deemed given three (3) calendar days after the date of the mailing thereof.
& COMMENCEMENT AND COMPLETION OF THE PROJECT: Once the bonds and the certificate of
insurance have been submitted to and approved by the City, the Contractor shall perform the work in the most
expedient manner possible. The work shall commence as soon as possible, but no later than ten (10) calendar
days of the date specified in the notice to proceed. Completion of this contract shall be within one hundred fifty
(150) calendar days of the date specified in the notice to proceed. Time is of the essence in this Agreement, and
the date of beginning and the date for final completion of work as specified in this Agreement are essential
conditions of this Agreement. Contractor has submitted its quote 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, industry conditions, and liquidated damages. At final completion of the Project, a certificate of final
completion shall be issued by a professional engineer hired by the Contractor with approval of the Director of
Engineering.
6. WORK: The Contractor shall complete the work described in the contract documents in strict conformity
therewith. The Contractor shall:
a) provide and pay for all materials, supplies, machinery, equipment, tools, superintendents, laborers,
insurance, fuel, transportation, and all other facilities and utilities necessary for the execution and
completion of the Project;
b) secure and pay all permits, fees, licenses, and inspections necessary for the proper execution and
completion of the Project;
c) give all notices required by law and comply with all laws, ordinances, regulations, codes, rules and lawful
orders of all public authorities bearing on the performance of the work and the Project;
d) pay sales, consumer, use and similar taxes as legally required; and
e) provide shop drawings and schedules to the City's Representative and secure the City's Representative's
approval of the same, which approval shall not relieve Contractor from responsibility for errors.
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7. EXTENSIONS AND DELAYS:
a) EXTENSIONS. Within seven (7) calendar days of any act or incident that the Contractor reasonably
believes may justify an extension of time for final completion, the Contractor may apply in writing for an
extension of such time, submitting therewith all written justification as may be required by City.
Thereafter, the City's Representative, within seven (7) calendar days after receipt of a written request for
an extension of time from the Contractor, which is supported by all requested documentation, shall then
grant or deny such written request; provided that the request for an extension is not based upon weather
conditions. Should an extension be requested within the seven (7) calendar -day period based upon
weather conditions, the City's Representative shall grant or deny such a written request upon Final
Completion of the Project based upon any variation from the average climatic range.
b) DELAYS. The Contractor, in undertaking to complete the work within the time 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 weather or otherwise. No charge whatsoever
shall be made for hindrances or delays from any cause whatever, except where the work is stopped by
order of the City or by extraordinary causes. Any extension shall not exceed the time actually lost by
Contractor.
8. PAYMENT:
a. PAYMENT. The Contractor agrees to perform the Project for the amount specified in its proposal, which
the City shall pay upon final completion and acceptance of the Work, subject to any adjustment allowed
herein. The Contractor shall never be entitled to anticipated or lost profits on the deleted or reduced
portion of the Project. The Contractor shall not have the right to obligate the City to make any payments
to another party. Subject to the terms herein, payment shall be due within thirty (30) days of (i) City's
receipt of all appropriate approvals (ii) City's receipt of Contractor's submission for payment, and (iii)
City's acceptance of the Project.
b. CHANGE ORDERS. No changes shall be made and no bills for changes, alterations, modifications,
deviations, and extra orders shall be recognized or paid for except upon a written change order signed by
the Contractor and the City. Any change shall not affect the validity of any bonds. Any requests by the
Contractor for a change in original Payment 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.
4. INDEPENDENT CONTRACTOR: In all activities or services performed hereunder, the Contractor is and at
all times shall remain an independent contractor, not an agent or employee of the City. The Contractor, as an
independent contractor, shall be solely responsible for the final product contemplated under this Agreement. It
shall be the responsibility of the Contractor to furnish a completed work product that meets the requirements of
the City. Any additional work, material, or equipment needed to meet the intent of this specification shall be
supplied by the Contractor without claim for additional payment, even though not specifically mentioned herein.
10. DISORDERLY EMPLOYEES: The Contractor agrees to employ only orderly and competent persons, skillful
in the performance of the type of work required under this contract, to do the Project. 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 appoint and keep on the Project during the progress of the
work a competent Project Superintendent -Manager and any necessary assistants, all satisfactory to City, to
supervise its employees and subcontractors. Adequate supervision by 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 declaring Contractor in breach of this Agreement. Whenever the City or the City's Representative
shall inform the Contractor in writing that any person or persons performing any of the requisite work are, in the
opinion of the City or the City's Representative, incompetent, unfaithful or disorderly, such person or persons
shall be discharged and shall not again be employed to perform any work on the project without prior written
consent of the City or the City's Representative.
11. NATURE OF THE WORK: It is understood and agreed that the Contractor has, by careful examination,
satisfied itself as to the nature and location of the work, the confirmation of the ground and soil, the nature of any
structures, including surface and subsurface utilities, 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, and all other matters that in any way affect the work under this Agreement.
12. PROGRESS OF WORK: The Contractor may prosecute its work at such time and sessions, in such order of
precedence, and in such manner as shall be most conducive to the economy of the project; provided; however, that
the order and time of prosecution shall be such that the Project shall be finally completed as a whole, in
accordance with this Agreement. Further, the parties shall be subject to the following:
a) The City reserves the right to enter the property by such employee(s) or agent(s) as it may elect for the
purpose of inspecting the work;
b) The Project Superintendent/Manager shall coordinate its activities and work with the City. If required by
the City, the Contractor shall provide a weekly schedule of planned activities, which may be reviewed on
a daily basis. In the case of any completed work or material that is to be covered over by other material,
the Project Superintendent/Manager shall provide notice to the City no later than twenty-four (24) hours
before the anticipated cover-up of the previously completed work or material. In the event, however, that
such notice is provided on a Friday, the City will have until the following Monday afternoon to approve
the previously completed work and its cover-up; and the Contractor shall take no action until such
approval is given by City;
c) The Contractor shall submit, at such time as may reasonably be requested by City, further 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 Project and the estimated dates of completion of the several
parts; and
d) The Contractor shall attend additional meetings called by the City or the City's Representative upon
twenty-four (24) hours' notice unless otherwise agreed by the parties.
13. SITE CONDITIONS AND MANAGEMENT: 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 it. At the completion of the Project, the Contractor shall leave the premises in a clean and finished
condition. Any failure to do so may be remedied by the City or its designee and charged back to the Contractor.
Where the Contractor is working around or in existing structures, it shall verify conditions at the site, including,
but not limited to, roads, easements, door openings, passages, and other existing site conditions. 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 sole cost and expense.
Where gas, water, and sewer lines exist in the vicinity, the Contractor shall assume that service connections exist
to each building and exercise appropriate caution during excavation. It is the Contractor's responsibility to notify
various owners in advance when excavation is to be done in the vicinity of their underground lines and structures.
Damage to such underground lines and structures, whether or not shown on the plans, shall be the responsibility
of the Contractor, and it shall bear the cost of necessary repair or replacement of damaged parts.
The Contractor shall be responsible for verifying all conditions at the site prior to performing the work. As such,
the Contractor understands and agrees that it shall be responsible for conditions encountered at the site, including,
but not limited to, (i) subsurface or otherwise concealed physical conditions which differ from those indicated in
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the Contract Documents, and (ii) unknown physical conditions, which differ from those ordinarily found to exist
and generally recognized as inherent in construction activities of the character provided for in the Contract
Documents. No additional compensation shall be afforded to the Contractor for differing site conditions. Any
information provided by the City, including, but not limited to, geotechnical information, shall be for the
Contractor's convenience only, and the City does not guarantee the accuracy or correctness of any information so
provided.
14. LAYOUT OF WORK: The Contractor shall lay out all work in a manner acceptable to the City in accordance
with applicable codes and ordinances of the city, county and state. The City's Representative will review the
Contractor's layout of all structures and any other layout work done by the Contractor, but this review does not
relieve the Contractor of the responsibility of accurately locating all work in accordance with the specifications
and Contract Documents.
15. CONTRACTOR'S STRUCTURES: Whenever the Contractor erects, installs, or uses additional structures on
the property for the storage, maintenance of materials or use of employees and subcontractors, such structure shall
not damage the property and the Contractor shall maintain sanitary conditions in and about such structures at all
times in a manner satisfactory to the City. The Contractor shall provide and maintain necessary sanitary
conveniences for the use of laborers on the work. Such conveniences shall be properly secluded from public
observation and shall be in a location approved by the City's Representative. 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 any of
Contractor's structures.
16. MATERIALS:
a) Materials or work described in words which 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 the Contract Documents and recognized industry standards unless greater standards are imposed pursuant to
Proposal No. #20-1204.
b) Materials and supplies utilized in the final product that will be turned over to the City shall be new and of
good quality. Upon request, the Contractor shall supply proof of quality and manufacturer.
c) No refurbished, reconditioned or other previously utilized materials or supplies will be used without the
signed authorization of the City.
d) Where the product is to be turned over to the City, the Contractor may utilize substitutes of equal quality and
function as provided for in the specifications.
e) The City shall have the full and final decision over the use of substitute materials and supplies.
f) The Contractor shall certify to the City that all materials installed are free from asbestos -containing material.
17. OBSERVATIONS, INSPECTIONS, TESTS:
a) The City and the City's Representative reserve the right to enter the property by such employee(s) or
agent(s) as he may elect for the purpose of inspecting the work. In accordance therewith, the Contractor
shall supply the City or the City's Representative, upon request, with any keys or information necessary for
the City or the City's Representative to have access to the property. The City and the City's Representative
shall have the right to enter the property or location of the work for the purpose of performing such
collateral work as the City or the City's Representative deems necessary or appropriate.
b) The City and the City's Representative shall have the right, at any reasonable time, 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 wherever 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 the City or the City's
Representative and shall give ample notice as to the time each part of the work will be ready for such
observation.
c) The City or the City's Representative may reject any work found to be defective or not in accordance with the
Contract Documents, regardless of the state of its completion or the time or place of its discovery regardless
of whether the City or the City's Representative has previously accepted the work through oversight or
otherwise. Neither observations by the City or the City's Representative nor inspections, tests, or approvals
made by the City or the City's Representative, or persons authorized under this Agreement to make such
inspections, tests, or approvals, shall relieve the Contractor from its obligation to perform the work in
accordance with the requirements of the Contract Documents.
d) The City or the City's Representative, upon approval of the City, may require the Contractor to remove,
dismantle or uncover work completed. In the event that the Contractor has failed to perform the work as
required by the specifications, or drawings, or other Contract Documents, Contractor shall assume and pay the
costs of repair and restoration of the work required to be removed, dismantled, or uncovered. In the event that
the Contractor has performed the work correctly to specifications, City shall assume and pay the cost of
restoration of the construction to the point that the City has required the work to be uncovered or dismantled.
18. WORK STOPPAGE: The City or the City's Representative shall have the right to order the work of the
Contractor or any subcontractor wholly or partially stopped immediately under any one or more of the following
conditions:
a) the work may be ordered stopped immediately if in the judgment of the City or the City's Representative, any
of the materials furnished or the work being done is not in strict accordance with this Agreement;
b) the work may be ordered stopped immediately until any objectionable person or material is removed from the
premises; or
c) the work may be ordered stopped immediately if any portion of the work is being performed so as to create a
hazardous condition.
Such stoppage or suspension shall neither invalidate any of the Contractor's performance obligations under this
Agreement, including time of performance and deadlines therefor, nor will extra charge be allowed the Contractor
by reason of such stoppage or suspension.
19. REJECTED WORK: The City or the City's Representative, in its discretion, may reject any and all work that is
found to be defective or deemed not in conformity with this Agreement. The City or the City's Representative
may reject said work or any portion thereof regardless of the stage of its completion or time or place of discovery
of such errors. Further, the City or the City's Representative may reject said work regardless of whether the City
or the City's Representative has previously accepted the work through oversight or otherwise. Neither
observations by the City or the City's Representative nor inspections, tests, certificates or approvals made by the
City or the City's Representative, or persons authorized under this Agreement to make such inspections, tests,
certificates or approvals, shall relieve the Contractor from its obligation to perform the work in accordance with
the requirements of this Agreement and the other Contract Documents. In the event that any work or any part
thereof is rejected by the City or the City's Representative, the Contractor shall, at its sole expense and after
receipt of written notice thereof from the City or the City's Representative, remove such material and rebuild or
otherwise remedy such work so that it shall be in full compliance with this Agreement and the other Contract
Documents, as follows:
a) At the option of the City, the Contractor may be required to remedy such work so that it shall be in full
compliance with this Agreement. As soon as possible but not later than seven (7) calendar days after receipt
of notice from the City or the City's Representative or such other period of time specified by the City's
Representative in writing, the Contractor shall, at its sole expense, replace or repair all rejected work or
materials so as to conform with this Agreement.
b) If the City or the City's Representative in its discretion deems it inexpedient to convect work damaged or not
done in accordance with this Agreement, an equitable deduction for the Payment Amount may be made by the
City.
c) If the Contractor does not remove or replace any rejected work within the time specified in Section 19 in
subsection (a) hereof, then the City or the City's Representative may have the work removed, replaced or
repaired at the Contractor's expense.
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20. SUBCONTRACTORS: The Contractor shall retain personal control and give its personal, utmost attention to
the faithful prosecution and completion of the work and fulfillment of this Agreement. 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. All subcontractors must be approved by the
City's Representative prior to performing any work on the Project. If the City's Representative judges any
subcontractor to be failing to perform the work in strict accordance with the drawings and specifications, the
Contractor 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 as far as applicable to its work. The Contractor shall be fully responsible to the City and the City's
Representative for the acts and omissions of its 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. The Contractor shall further be
exclusively responsible for ensuring that no claims or liens of any type are filed against any property owned by
the City arising out of or incidental to the performance of any services performed pursuant to this Agreement. In
the event a statutory lien notice is sent to the City or the City's Representative, the Contractor shall, where no
payment bond covers the work, upon written notice from the City or the City's Representative, immediately obtain
bond at the Contractor's sole expense and hold the City harmless 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 ensure the payment of such claim until litigation determines to
whom payment shall be made.
21. POSSESSION AND USE OF COMPLETED PORTIONS: The City shall have the right to take possession of
and use any completed or partially completed portions of the work, notwithstanding the time for completing the
entire work or such portions may not have expired, but such taking possession and use shall not be deemed an
acceptance of any work not completed in accordance with the Contract Documents.
22. PERMITS AND CERTIFICATES: The Contractor shall secure and pay for all necessary permits, licenses
and/or certificates issued by the state, municipality or other authorities and submit the same to the City's
Representative. The City may withhold any payments due under this Agreement or that may become due under
this Agreement until the necessary permits, licenses and/or certificates are procured and delivered. The
Contractor will not, however, be required to pay for any permit fees for permits to be issued by the City, which
will be waived in conjunction with this Agreement.
23. FAULTY WORKMANSHIP: 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, as provided in this Agreement, the Contractor shall remedy any defects thereto and pay for any
damage to other work resulting therefrom, which may appear after final acceptance of the work.
24. WARRANTY: Upon acceptance of the work by the City, the Contractor warrants for a period of one (1)
calendar years from the date thereof that all materials provided to the City under this Agreement shall be new
unless otherwise approved in writing by the City's Representative and that all materials and work will be of good
quality, free from faults and defects, and in conformance with this Agreement. All work not conforming to these
requirements, including, but not limited to, substitutions not properly approved and authorized, may be considered
defective. This warranty is in addition to any rights or warranties expressed or implied by law and consumer
protection claims arising from misrepresentations by the Contractor. Where a longer warranty is specified for
individual products, work or materials, the longer warranty shall govern. This warranty obligation shall be
covered by any performance or payment bonds tendered in compliance with this Agreement.
25. DEFECTIVE WORK DISCOVERED DURING WARRANTY PERIOD: If within one (1) calendar years
after the date of acceptance by the City of designated equipment or within such longer period of time as may be
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prescribed by law or by the terms of any applicable special warranty required by this Agreement, any of the work
is found or determined to be defective, including obvious defects, or otherwise not in accordance with this
Agreement, the Contractor shall correct it PROMPTLY.
a) After receipt of written notice from the City to begin corrective work, the Contractor shall promptly begin the
corrective work. This obligation shall survive the termination of this Agreement. The guarantee shall not
constitute the exclusive remedy of the City, nor shall other remedies be limited to either warranty or guarantee
period.
b) If within seven (7) 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.
c) The cost of all materials, parts, labor, transportation, supervision, special instruments, and supplies required
for replacement or repair of parts and for correction of defects, shall be paid by the Contractor or by the
surety.
d) The one (1) calendar 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 prescribing that particular aspect of the work.
26. LIQUIDATED DAMAGES: It is expressly understood and agreed by the parties that time is of the essence to
this Agreement and that the date set for the final completion of the work described herein is an essential condition
of this Agreement. It is further understood and agreed that the date for final completion of the work is a
reasonable date for the completion of the project, taking into consideration all conditions, including, but not
limited to, the average climatic change and conditions and usual industrial conditions prevailing in this locality. If
the Contractor should neglect, fail, or refuse to complete the work required for final completion within the date
specified in this Agreement, or any proper extension that is granted in writing by the City, then the Contractor
hereby agrees, as a part of the consideration for the awarding of this Agreement, that the City may withhold
permanently from the Contractor's total Payment Amount the sum of FIVE HUNDRED AND N0/100
DOLLARS ($500.00) for each and every calendar day that the Contractor is in default after the date stipulated
for final completion, not as a penalty, but as liquidated damages for the breach of the Agreement. The amount of
liquidated damages for the Contractor's failure to meet the deadline for final completion is fixed and agreed on by
the Contractor because of the impracticability and extreme difficulty in fixing and ascertaining actual damages
that the City would in such an event sustain. The amounts to be charged are agreed to be the damages that the
City would sustain and may, at the option of the City, be retained from final payment or any other payment made
hereunder.
27. WITHHOLD PAYMENT AND CONTRACTOR'S PAYMENT: Regardless of any bond, the City may, on
account of subsequently discovered evidence, withhold payment or nullify the whole or part of any acceptance or
certificate to such extent as may be necessary to protect the City from loss on account of:
a) Defective work or work that is not in strict accordance with the terms of this Agreement, the Specifications,
or the other Contract Documents;
b) Claims filed or reasonable evidence indicating probable filing of claims, as determined at the sole discretion
of the City;
c) Failure of the Contractor to make prompt payments to subcontractors or for material or labor or materialmen;
d) Claims filed or reasonable evidence, as determined at the sole discretion of the City, of damage to another
Contractor or a third party, including adjacent property owners;
e) Reasonable doubt, as determined at the sole discretion of the City, that the work can be completed for the
unpaid balance of the contract amount;
f) Reasonable indication, as determined at the sole discretion of the City, that the work will not be completed
within the contract time;
g) Liquidated damages and administrative charges, as determined by the City at its sole discretion;
h) Charges made for repairs to the Contractor's defective work or repairs made by the City to correct damage to
other property;
i) Claims filed or reasonable evidence as determined at the sole discretion of the City indicating unremedied
damage to property owned by the City; or
j) Other amounts authorized under this Agreement.
Whenever the Contractor and/or its surety is required to make a payment under this Agreement, it is expressly
understood and agreed that such payment shall be due within 15 days after receipt of an invoice therefore unless
expressly stated otherwise. Payments required by Contractor and/or its surety, which are not timely made, shall
accrue interest at a rate of one percent per month.
28. CHARGES FOR INJURY OR REPAIRS:
a) REPAIRS. The Contractor shall be liable and responsible 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 or the City's
Representative will be made and charged to the Contractor by the City. The Contractor shall take the
necessary precautions to protect any areas adjacent to its work. The work specified consists of all work,
materials and labor required by the City or the City's Representative to repair any damage to the property of
the City, including, but not limited to, structures, roadways, curbs, parking areas and sidewalks, to an equal or
better condition than before such property was damaged.
b) INJURY. The Contractor shall at all times exercise reasonable precautions for the safety of employees and
others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal
safety laws and building and construction codes. All machinery and equipment and other physical hazards
shall be guarded in accordance with the "Manual of Accident Prevention in Construction" of the Associated
General Contractors of America except where incompatible with Federal, State, or Municipal laws or
regulations. The Contractor shall provide such machinery guards, safe walkways, ladders, bridges,
gangplanks, and other safety devices. The safety precautions actually taken and their adequacy shall be the
sole responsibility of the Contractor, acting at his discretion as an independent Contractor.
29. PAYMENT OF EMPLOYEES AND FOR MATERIALS: Wage rates paid on this project shall not be less
than specified in the schedule of general prevailing rates of per diem rates attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes. Should the Contractor or any of its subcontractors fail to pay the
general prevailing rate to a worker performing work on the project, the Contractor shall pay to the City SIXTY
AND NO/100 DOLLARS ($60.00) for each worker employed for each calendar day or part of the day that the
worker is paid less than the wage rates stipulated in this Contract. The Contractor and each of the subcontractors
shall pay each of its employees engaged in work on the project under this Agreement in full (less mandatory legal
deductions), in cash or by check readily cashable, without discount, no less than once every two (2) weeks. The
City or City's Representative may, prior to final acceptance of the project, require the Contractor to execute an
affidavit in legal form stating that all bills for labor, materials, and incidentals incurred have been paid in full and
that there are no claims pending of which the Contractor has been notified.
30. INSURANCE REQUIREMENTS:
Contractor shall procure and maintain at its sole cost and expense for the duration of the Agreement,
insurance against claims for injuries to person or damages to property which may arise from or in
connection with the performance of the work hereunder by Contractor, its agents, representatives,
employees or subcontractors.
a. Contractor's insurance coverage shall be primary insurance with respect to the City, its officials,
employees and agents. Any insurance or self-insurance maintained by the City, its officials,
employees or agents shall be considered in excess of Contractor's insurance and shall not contribute
to it. Further, Contractor shall include all subcontractors, agents and assigns as additional insureds
under its policy or shall furnish separate certificates and endorsements for each such person or
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entity. All coverages for subcontractors and assigns shall be subject to all of the requirements
stated herein.
The following is a list of standard insurance policies along with their respective minimum coverage
amounts required in this Agreement:
Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $1,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage: $50,000
■ Coverage shall be broad form CGL.
■ No coverage shall be deleted from standard policy without notification of individual
exclusions being attached for review and acceptance.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
3. Workers' Compensation
■ Statutory Limits
■ Employer's Liability: $500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein.
1. Insurance carrier must have an A.M. Best Rating of A: VII or better.
2. Only insurance carriers licensed and admitted to do business in the State of Texas will be
accepted.
3. Liability policies must be on occurrence form.
4. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided,
canceled or reduced in coverage or in limits except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has been given to the City.
5. The City, its officers, agents and employees are to be added as Additional Insureds to all
liability policies.
6. Upon request and without cost to the City, a certified copy of all insurance policies and/or
certificates of insurance shall be furnished to the City.
7. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance
coverages shall be furnished to the City.
8. All insurance required herein shall be secured and maintained in a company or companies
satisfactory to the City, and shall be carried in the name of Contractor.
9. The Contractor shall comply with Section I10.110 of Title 28 of the Texas Administrative
Code, which is incorporated herein by this reference for all intents and purposes. However, it is
expressly understood and agreed that in the event of a conflict between the provisions of this
section and the provision contained in Section 110.110 of Title 28 of the Texas Administrative
Code, the more stringent shall control
31. BONDING: Both the Contractor and the City agree that the Contractor will execute performance and payment
bonds, each in the sum of one hundred percent (100%) of the total contract price, in standard forms for this purpose,
guaranteeing faithful performance of the contract and faithful payment to all persons supplying labor and materials
or furnishing any equipment in the execution of the Agreement. It is agreed that this Contract shall not be in effect
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until such bonds are furnished and approved by the City. The cost of the premium for the bonds has been included
in the Contractor's quote.
The bonds shall be executed by the Contractor and by a corporate surety, the qualifications of which shall be as
required below. The bond required herein shall remain in effect throughout the term of this Agreement and for a
period of one (1) year after the completion of the work and shall be extended for any warranty work to cover the
warranty period. If at any time during the execution of this Agreement or in the required period thereafter, the bond
becomes invalid or ineffective for any reason, the Contractor shall promptly supply within ten (10) days such other
bond, which bond shall assure payment as required. Such replacement bond(s) shall be issued by a surety
acceptable to the City.
Changes and alterations in the work herein contemplated, or any part thereof, does not affecting the validity of this
Agreement and any accompanying bond.
32. PROJECT UNDER CONTRACTOR'S CONTROL: Any injury or damage caused to the Contractor or the
project prior to and including the date of final completion 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.
33. COMPLIANCE WITH LAWS: Contractor shall comply with all Federal and State laws and City Ordinances
and Codes applicable to the Contractor's operation under this contract. Violations will be corrected at
Contractor's expense. The Contractor will pay for all applicable royalties, permits, and license fees and defend
all suits and claims of infringements of any rights.
34. SAFETY PRECAUTIONS: Safety 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 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. The safety of the public and
convenience of traffic shall be regarded as prime importance during construction.
a) During normal construction, the Contractor shall not hinder or inconvenience travel of streets or intersecting
alleys for more than two blocks at any one time. The Contractor shall use warning signs as necessary to
adequately protect the traffic. If the City or other appropriate entity approves a street closure, the Contractor
shall furnish and maintain at each end of the closed section, at all intersecting streets within the section, and in
all intersecting streets at a distance of one block on each side of the work, properly worded signs and
barricades announcing the closure to the public. The Contractor shall not be allowed to start any operation
that will close a street or streets until the required barricades are in place. Barricades and warning signs shall
meet the specifications as shown in the plans and/or specifications. Warning lights shall be kept burning from
sunset to sunrise. When a street is to be closed, the Contractor must notify the City's Engineering and Public
Works Departments 48 hours in advance of the closure.
b) The Contractor shall remove, as soon as practicable, accumulated rubbish, surplus dirt, etc., from the
construction site, thereby opening each block for public use. Use by the public, however, of any portion of a
street where work has been done, shall not constitute in itself acceptance of the work done therein. The
Contractor shall backfill and shape trenches across street intersections or driveways to permit safe usage at
night. If trenches must be left open for any length of time, the Contractor shall span with wooden mats or
bridges to permit traffic flow and prevent injury to the public. When driveways are cut, the City may direct
the immediate placement of mats for ingress and egress of vehicles if, in the City's Representative or City's
opinion, undue hardship to property owners would otherwise result.
c) The Contractor shall not block ditches, inlets, fire hydrants, etc. The Contractor shall provide temporary
drainage where necessary or as directed by the City's Representative or the City.
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d) When persons or equipment are working in streets open to moving traffic, or if otherwise ordered by the
City's Representative, the Contractor shall furnish flagmen for direction of traffic to protect both the moving
traffic and the Contractor's operations. The flagmen shall wear an orange fluorescent vest over their normal
work clothes.
The Contractor shall be held responsible for all damages to property, personal injuries and/or death due to failure
to use 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; 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.
35. RELEASE: By this Agreement, the City does not consent to litigation and expressly revokes any consent to
litigation that it may have granted by the terms of this Agreement, any charter, or applicable state law. The
Contractor assumes full responsibility for the work to be performed and releases, relinquishes, and discharges the
City, its officers, agents and employees from all claims, demands and causes of action of every kind and character
for any injury to, including, but not limited to, death of any person (whether third persons, the Contractor, or
employees of either of the parties). This release includes the cost of defense of any claim and any loss of or
damage to property (whether property of the parties 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 under this Agreement whether or
not said claims, demands, and causes of action are covered in whole or in part by insurance.
36. INDEMNITY AGREEMENT:
THE CONTRACTOR HEREBY AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, DEMANDS, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY
KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND
ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR LOSS
OF USE OR REVENUE, OR FOR DAMAGE TO ANY PROPERTY ARISING OUT
OF OR IN CONNECTION WITH THE ACTUAL OR ALLEGED MALFUNCTION,
DESIGN OR WORKMANSHIP IN THE MANUFACTURE OF EQUIPMENT, THE
FULFILLMENT OF CONTRACT, OR THE BREACH OF ANY EXPRESS OR
IMPLIED WARRANTIES UNDER THIS CONTRACT. SUCH INDEMNITY SHALL
APPLY WHERE THE CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS
OR LIABILITY ARISE IN PART FROM (I) THE JOINT NEGLIGENCE OF THE
CITY AND THE CONTRACTOR, AND/OR THEIR RESPECTIVE OFFICERS,
AGENTS AND/OR EMPLOYEES OR (II) THE SOLE NEGLIGENCE OF THE
CONTRACTOR, ITS OFFICERS, AGENTS AND EMPLOYEES. IT IS THE
EXPRESS INTENTION OF THE PARTIES HERETO, BOTH CONTRACTOR AND
THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCE OF (I) THE CITY'S OWN NEGLIGENCE WHERE
THAT NEGLIGENCE IS A CONCURRING CAUSE WITH THAT OF THE
CONTRACTOR OF THE INJURY, DEATH OR DAMAGE AND/OR (II) THE
CONTRACTOR'S OWN NEGLIGENCE WHERE THAT NEGLIGENCE IS THE
SOLE CAUSE OF THE INJURY, DEATH, OR DAMAGE. FURTHERMORE, THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO
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APPLICATION TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT
AND LIABILITY WHEREIN INJURY, DEATH OR DAMAGE RESULTS FROM
THE SOLE NEGLIGENCE OF THE CITY UNMIXED WITH THE FAULT OF ANY
OTHER PERSON OR ENTITY. IN THE EVENT ANY ACTION OR PROCEEDING
IS BROUGHT AGAINST THE CITY BY REASON OF ANY OF THE ABOVE, THE
CONTRACTOR AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY
PROVIDED FOR HEREIN SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
37. ABANDONMENT: In case the Contractor should abandon, fail or refuse to resume work within ten (10) days
after written notification from the City or the City's Representative, or if the Contractor fails to comply with the
orders of the City or the City's Representative, when such orders are consistent with the Contract Documents,
then, and in that case, where performance and payment bonds exist, the sureties on these bonds shall be notified in
writing and directed to complete the work, and a copy of said notice shall be delivered to the Contractor. After
receiving said notice of abandonment, the Contractor shall not remove from the work any machinery, equipment,
tools, materials, or supplies then on the job, but the same, together with any materials and equipment under
contract for the work, may be held for use on the work by the City or the surety on the performance bond, or
another Contractor in completion of the work; and the Contractor shall not receive any rental or credit therefor, it
being understood that the use of such equipment and materials will ultimately reduce the cost to complete the
work and be reflected in the final settlement.
38. BREACH OF CONTRACT: 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 obligation under this Agreement.
39. TERMINATION: If this Agreement is terminated for cause, the City shall have the right but shall not be
obligated to complete the work either itself or by others; and to this end, the City shall be entitled to take
possession of and use such equipment 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 the City. If the City elects to complete the work itself or by
others, pursuant to the foregoing, then the Contractor will reimburse the City for all costs incurred by the City's
Representative, (including, without limitation, applicable, general and administrative expenses, and field
overhead, and the cost of necessary equipment, materials and field labor) in correcting work by the Contractor
that fails to meet the requirements of the contract documents.
After receipt of a notice of termination, whether with or without cause, the Contractor shall, in good faith and to
the best of its ability, do all things necessary in light of such notice to assure the efficient and proper close-out of
the terminated work (including, but not limited to, the protection of the City's property). Among other things the
Contractor shall, except as otherwise directed or approved by the City, 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 material, except as may be necessary for
completion of such portion of the work as is not terminated;
c) Immediately terminate all orders and subcontracts to the extent that they relate to the performance of the work
terminated by the notice of termination;
d) Assign to the City, 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, the City shall have the right to settle
or pay any or all claims arising out of the termination of such orders and subcontracts;
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e) With the approval of the City, settle all outstanding liabilities and all claims arising out of such termination,
orders and subcontracts;
f) Deliver to the City, when directed by the City, all documents and all property, which if the work had been
completed, the Contractor would have been required to account for or deliver to the City, and transfer title to
such property to the City to the extent not already transferred; and/or
g) Take actions necessary or as otherwise directed by the City's Representative or the City for the protection and
preservation of the work.
In the event of such termination, there shall be an equitable reduction of the Payment Amount to reflect the
reduction in the work. Costs incurred after the effective date of the notice of termination shall not be treated as
reimbursable costs unless they relate to carrying out the unterminated portion or taking close-out measures.
40. TERMINATION FOR CAUSE: 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) days' prior
written notice, shall be entitled to terminate this Agreement in its entirety at any time for 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;
b) If a receiver, trustee or liquidator of any of the property or income of the Contractor shall be appointed;
c) If the Contractor shall fail to prosecute the work or any part thereof with diligence necessary to ensure its
progress and completion as prescribed by the time schedules;
d) If within five (5) calendar days after written notice thereof from the City or the City's Representative, the
Contractor shall fail to remedy any defective work or work that does not conform to the requirements of this
Agreement, specifications, and other Contract Documents, or any other default under any of the terms,
provisions, conditions, or covenants contained in this Agreement or any other current agreement between the
Contractor and another City for similar construction work on other property; or
e) If the Contractor shall fail for any reason other than the failure by the City to make payment called upon when
due.
In the event of such termination for cause, the Contractor shall only be paid its reimbursable costs incurred prior
to the effective date of the termination and shall not be entitled to receive any further payment hereunder and shall
be further subject to any claim that the City's Representative or the City may have against the Contractor under
the provisions of this Agreement or as a matter of law, including the refund of any overpayments of reimbursable
costs or other payments.
41. TERMINATION FOR CONVENIENCE: The performance of the work may be terminated at any time, in
whole or in part, by the City's Representative 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. If, for whatever reason, this
contract is terminated for cause, which is later determined not to exist, the parties agree that the contract will be
deemed to be terminated for convenience. In the event of termination for convenience, the Contractor shall only
be paid its reimbursable costs incurred prior to the effective date of the termination notice and shall not be entitled
to receive any further payment hereunder 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, including the refund of any
overpayment of reimbursable costs and/or other payment.
42. COMPLETION AFTER ABANDONMENT OR TERMINATION: In the event that the Contractor has
abandoned the project or the City has terminated the contract for cause and where there is no performance bond
provided or where there is a surety but such surety, within seven (7) calendar days after the notice demanding
completion is sent, fails to commence the completion and diligent prosecution of the work in compliance with this
Agreement, then the City may AT ITS OPTION provide for completion of the work in either of the following
elective manners:
14
a) The City may employ such force of men and use such machinery, equipment, tools, materials, and supplies as
said City may deem necessary to complete the work and charge the expense of such labor, machinery,
equipment, tools, materials, and supplies to said Contractor, and 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 under and by virtue of this Agreement. In case such expense is less than the sum which would
have been payable under this contract, if the same had been completed by the Contractor, then said Contractor
and/or its surety hereby waives any and all privileges, rights, and claims to receive the difference. In case
such expense is greater than the sum which would have been payable under this contract, if the same had been
completed by said Contractor, then the Contractor and/or its surety shall, within seven (7) calendar days, pay
the amount of such excess to the City.
b) The City, under sealed proposals, after notice published as required by law at least twice in a newspaper
having general circulation in the City, may let the contract for the completion of the work under substantially
the same terms and conditions which are provided in this contract. In case any increase in cost to the City
under the new contract as compared to what would have been the cost under this contract, such increase shall
be charged to the Contractor and the surety shall be and remain bound therefor. However, should the cost to
complete any such new contract prove to be less than what would have been the cost to complete under this
contract, the Contractor, and/or its surety hereby waives any and all privileges, rights and claims to such
excess.
In the event of abandonment by the Contractor, the Contractor shall assign to the City, in the manner and to the
extent directed by the City, all of the rights, title, and interest of the Contractor in and to any and all materials
located on the property and any subcontracts for work to be performed on the property; in which case the City
shall have the right to settle or pay all claims arising out of the termination of such orders and subcontracts.
43. DAMAGES: 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) 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 the City or the City's
Representative; or
b) If the Contractor shall fail for any reason other than the failure by the City 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.
44. 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 provisions or provisions of this Agreement with the legal terms and conditions approximating the
original intent of the parties.
45. 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. There are no oral understandings, statements, promises or inducements contrary to the terms of
this Agreement. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation
with any officer, agent, representative 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. AMENDMENT: No amendments to this Agreement shall be effective and binding until they are reduced to
writing and signed by duly authorized representatives of both parties.
47. TEXAS LAW: This Agreement has been made under and shall be governed by the laws of the State of Texas.
15
48. PLACE OF PERFORMANCE: The place of making and the place of performance for all purposes shall be
Baytown, Harris County, Texas.
49. NON -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 or part hereof or the
right of the City or the City's Representative 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 the same. 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. Nothing contained in this
Agreement or any of the Contract Documents shall be deemed to limit or waive the sovereign immunity of the
City
50. HEADINGS: 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.
51. GENDER AND NUMBER: 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
context requires otherwise.
52. CONSTRUCTION OF AGREEMENT: The parties agree that this Agreement shall not be construed in favor
of or against any party on the basis that the party did or did not author this Agreement.
53. AUTHORITY TO ENTER 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 and/or business entities.
54. AGREEMENT READ: The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement.
55. ASSIGNMENT: Contractor may not assign or otherwise transfer this Agreement or any rights or obligations
hereunder without the prior written consent of the City.
56. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and be binding upon the
Contractor and its successors and assigns.
57. 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.
58. SEVERABILITY: If any section, subsection, paragraph, sentence, clause, phrase or word of these requirements
or specifications shall be held invalid, such holding shall not affect the remaining portions of these requirements
and the specifications, and it is hereby declared that such remaining portions would have been included in these
requirements and the specifications as though the invalid portion had been omitted.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which
shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the _ day of
March, 2020, the date of execution by the City Manager of the City of Baytown.
GEOGRAPH INDUSTRIES, INC.
(Signature)
6—►t6Q-, e R. V E,,oiL.m
(Printed Name)
I'R-ES ti.)t.' 1
(Title)
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ SR City Attorney
STATE OF ONta §
COUNTY OF §
Before me on this day personally appeared Cn.� .'F",,ott4(L _ in �er capacity as
of Geograph Industries, Inc., on behalf of such corporation,
known to me;
proved to me on the oath of or
proved to me through his/her current {description of
identification card or other document issued by the federal government or any state government that
contains the photograph and signature of the acknowledging person)
(check one)
17
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that
instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this IY day ofrr�c�� , 2020.
MAMX— T. ppaZec-
Notary Public in and for the State of owa
Matthew I Pameea My commission expires: 3114 11-OTo
Notary public, State of Ohio
My Commission Expires 03-24 2020
\\cO&OI \legal\Karen\Files\Contracts\Wayfinding Signage AgreemenMayfinding Signage Agreement docx
18
Exhibit "A"
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Exhibit "A"
TxDOT Guidelines for Wayfinding Guide Signing
Section 1. General Description
Wayfinding guide signs are a systematic network of directional signs installed and
maintained by a city to guide the traveling public to major civic, cultural, visitor, and
recreational destinations within a specified region with the minimum number of signs.
The goal of a Wayfinding Guide Sign System Plan should be to take advantage of local
geographical areas (medical district, historical district, etc.) to replace turn by turn
trailblazing to specific, individual locations. With this process, a region's most prominent
features and assets are called out and promoted, but only as required to serve visitor
guidance.
Section 2. Definitions
A. City Pride Sign Program - An existing TxDOT sign program that allows
municipalities to erect signs near its jurisdictional limits that displays points of
interest or geographical, recreational, cultural, or civic information. The City
Pride Sign Program policies and procedures are contained in the Texas
Administrative Code.
B. Conventional Road — A street or highway other than a freeway or expressway
without access control. A conventional road may include the frontage road of
freeways.
C. Enhancement Marker.— A sign or portion of a sign where a shape, color, or
pictograph is used as an aesthetic identifier at the top or side of and
incorporated into a wayfinding guide sign. An enhancement marker can be
incorporated into a wayfinding guide sign or an attachment to the sign.
D. Pedestrian Directional Sian — Smaller versions of Vehicular Directional Signs to
be viewed by pedestrians or bicyclists and not motor vehicle operators.
E. Picto_graph — A non-commercial graphic for a governmental agency or public
institution.
F. TMUTCD — The Texas Manual on Uniform Traffic Control Devices.
G. Vehicle Directional Sign — A directional guide sign that guides the traveling public
to civic, cultural, visitor, and recreational destinations within a specific region.
Wayfinding Guidelines Page 1 of 6 TOOT 6/2007
H. Wayfindina Guide Sian System Plan — The location area, design, engineering,
and sign plan submitted to TxDOT for approval. The Plan shall include:
• Sign detail with dimensions, colors and font size for each sign
• Mounting height, type and location of mount
• Distance to any existing adjacent traffic control devices, driveways or
other physical roadway features
Section 3. Roles of Cities and TxDOT
A current Municipal Maintenance Agreement between the City and TxDOT must exist.
Per the agreement, with written approval from TxDOT the city can install and maintain
signs within TxDOT right-of-way along conventional roadways provided the sign and
sign structure meet TxDOT requirements. Vehicular Directional signs shall be located
so as not to interfere with, obstruct or divert roadway user's attention from official traffic
control devices. To implement a Wayfinding Program, the city must submit a
Wayfinding Guide Sign System Plan to the local TxDOT district for approval.
On the state highway system, a Wayfinding Guide Sign System Plan may only be
applied to conventional roads and only with written approval from TxDOT.
O O O
Q VISITOR cEarIER
G'= T0WN PARR
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Enhancement Marker
Vehicular Directional Sign
Figure 1. Wayfinding Guide Sign
Wayfinding Guidelines Page 2 of 6 TxDOT 6/2007
If TxDOT determines that additional regulatory, warning or guide signing is needed, it
may require the city to remove or relocate an existing or planned wayfinding guide sign
at the expense of the city. Additionally, the city shall remove a wayfinding guide sign if it
has not provided a replacement sign within 60 days of written notification from TxDOT
that the sign is damaged, broken, faded or has become a hazard.
Section 4. Types of Wayfinding Guide Signs
Wayfinding guide signs are not permitted on controlled access facilities, including
ramps. Once the wayfinding guide signs are approved in writing by TxDOT, the
fabrication, installation, and maintenance of all wayfinding guide signs and their
assemblies are the responsibility of the city. Signs on TxDOT right-of-way shall be
installed on a standard TxDOT support or an alternate support approved by the Traffic
Operation Division. Signs on TxDOT right-of-way shall be installed at the appropriate
height, offset from travel lane, and spacing from other traffic control devices in
accordance with the TMUTCD or TxDOT standards.
A. Citv Pride Sians
City pride signs may be incorporated into a wayfinding guide sign system plan. The City
Pride Sign Program allows cities to erect and display signs concerning points of interest
or geographical, recreational, cultural, or civic information at the city limits on state
highway right-of-way. If city pride signs are used, the rules for the City Pride Sign
Program must be followed (see City Pride sign rules in the Texas Administrative Code,
Title 43, Part 1, Chapter 25, Subchapter H).
B.BoundarvArea Guide Signs
Boundary Area Guide Signs are informational guide signs at the boundaries of the
geographical area of the wayfinding guide signing which identify the use of the color
coding for the various districts, regions or destinations within the area. These signs shall
be green background with white legend. The color coding shall be accomplished by the
use of different colored square or rectangular panels on the face of the guide signs as
described in Section 2D.03 of the TMUTCD.
C.Enhancement Markers
Enhancement markers may be used, at the option of the city, as a means of
aesthetically identifying the wayfinding guide sign. An enhancement marker may be on
the top or side of a wayfinding guide sign. The size and shape of an enhancement
marker shall be smaller in comparison to the wayfinding guide signs themselves and
approved by TxDOT. Enhancement markers shall not be designed to have an
appearance that could be mistaken by road users as being a traffic control device.
Wayfinding Guidelines Page 3 of 6 TxDOT 6/2007
D. Vehicle Directional Signs
A vehicular directional sign is installed on conventional roadways providing vehicular
directional guidance to destinations or groups of destinations (i.e. Historic District,
Medical District, etc.). In regard to location priority, regulatory, warning and guide signs
shall have a higher priority than wayfinding guide signs (see TMUTCD Section 2A.16).
Vehicle Directional signs should be limited to 3 destinations per sign and shall not
contain commercial advertising. Arrow location and priority order should follow that
shown in the TMUTCD. Arrowheads should also be the same design as the Texas
Standard Highway Sign Designs. Additional requirement for wayfinding guide signs are
detailed in Section 5.
E.Pedestrian Directional Sians
Pedestrian Directional Signs are intended for viewing by pedestrians and bicyclists and
should be oriented away from the view of motorists. Pedestrian Directional Signs should
not be located in TxDOT Right of Way. Pedestrian Directional Signs may be kiosks and
may contain maps of the area. The design, installation, and maintenance of pedestrian
directional signs are the full responsibility of the city.
Section 5. Design and Legibility of Wayfinding Guide Signs
A. Basic Reauirements and Font
Wayfinding signs are guide signs and they should be rectangular in shape.
Standardized colors and rectangular shapes should be used so as to maintain their
distinction to the motorist as guide sign information. Simplicity and uniformity in design,
position, and application as described in TMUTCD Section 2A.06 are important.
The basic requirements of all highway signs are that they be legible to those whom they
are intended and that it be understandable in time to permit a proper response.
Desirable attributes include: high visibility by day and night and high legibility
(adequately sized letters or symbols, and a short legend for quick comprehension by a
road user approaching a sign).
Standard Highway Signs (SHS) alphabet fonts provide optimized legibility. If a font other
than an SHS alphabet font (Highway Gothic or Clearview) is used, approval from the
Federal Highway Administration shall be required.
Except for signs intended for viewing only by pedestrians, bicyclists, or occupants of
parked vehicles, internet addresses shall not be shown on any sign, supplemental
plaque, sign panel (including logo panels on specific service signs), or changeable
message sign.
Wayfinding Guidelines Page 4 of 6 TxDOT 6/2007
B.Retroreflectivity of Wayfinding Guide Signs
Wayfinding guide signs shall be retroreflective or illuminated to show the same shape
and similar color by both day and night, unless specifically stated otherwise in this or
other TxDOT policies of a particular sign or group of signs. The requirements for sign
illumination shall not be considered to be satisfied by street or highway lighting.
C.Word Leaends on Wavfindina Guide Sians
Wayfinding guide signs should be limited to 3 destinations per sign (See TMUTCD
Section 2D.07) and shall not contain commercial advertising.
Abbreviations (see TMUTCD Section 1A.14) should be kept to a minimum, and should
include only those that are commonly recognized and understood, such as AVE (for
Avenue), BLVD (for Boulevard), N (for North), or JCT (for Junction).
Word messages should be as brief as possible and the lettering should be large enough
to provide the necessary legibility distance. A minimum specific ratio of 1 inch of letter
height per 30 feet of legibility distance should be used. Except as noted in the option
below, the minimum size of sign legend is 6" for signs on conventional roads. Low
speed (25 mph) local streets may have a minimum legend size of 4" (see TMUTCD
Section 2A.14).
D. Colors and Legend Contrast
The colors of TMUTCD red, TMUTCD orange, TMUTCD green, TMUTCD fluorescent
yellow -green and TMUTCD yellow shall not be used as background colors (color
coding) for wayfinding guide signs in order to minimize possible confusion with crucial
regulatory and warning sign color meaning readily understood by motorists.
Colors other than the approved TMUTCD colors may be used for color coding of
wayfinding guide signs accomplished by the use of different colored square or
rectangular panels on the face of the guide signs to provide a color "identity" for the
wayfinding destinations by type of destination or by geographical area of the
destination.
A minimum contrast value of legend color to background color of 0.70 or 70% is
required for wayfinding guide signs (ADA minimum contrast value).
E.Graphics on Wayfinding Guide Signing
Wayfinding guide signs shall not contain commercial advertising or commercial graphics
(logos) of businesses, including within the pictographs.
Wayfinding Guidelines Page 5 of 6 TxDOT 6/2007
Symbols shown in the TMUTCD are allowed for use on wayfinding guide signs.
Pictographs are allowed for use on wayfinding guide signs. A pictograph is a graphic for
a governmental agency (such as for the Dallas Area Rapid Transit light rail system) or a
public institution (such as a college or university or public stadium). A stadium with
naming rights of a business such as Heinz Stadium shall not display the Heinz company
logo on the wayfinding guide signing. The maximum dimension (height or width) of a
pictograph shall not exceed the size of the route shield on the guide sign. If the guide
sign does not include a route shield, the maximum size of the pictograph shall not
exceed four times the letter height of the legend.
Other graphics that specifically identify the wayfinding system, including enhancement
markers, may be used on the overall signing assembly and sign posts.
Wayfinding Guidelines Page 6 of 6 TxDOT 6/2007
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