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PR 19586: AN AGREEMENT WITH BASF-TOTAL PETROCHEMICALS, LLC, UPGRADE OF INTERSECTION OF ATLANTIC ROAD (FM366) AND GATE 99
City of I \ 'tel c ,,, rt rthu-- 7_cAct, INTEROFFICE MEMORANDUM PUBLIC WORKS DEPARTMENT-ADMINISTRATION DIV. Date: October 28,2016 To: Brian McDougal, City Manager From: Hassan Shomalzadeh, City Engineer Ad-7 RE: Proposed Resolution No. 19586 SUBJECT A resolution for the City Council to authorize the City Manager to execute a memorandum of understanding with BASF Total Petrochemicals, LLC and the City of Port Arthur, Texas for a cost sharing agreement to modify the traffic signal located on FM 366 at Gate 99 (BASF)Port Arthur, Texas. BACKGROUND The City of Port Arthur, Texas at the request of BASF Total Petrochemicals, LLC is currently in the process of modifying the existing signal located on FM 366 at Gate 99 (BASF). The City of Port Arthur has proposed a cost sharing agreement with BASF Total Petrochemicals, LLC for the signal modification. Based on this agreement, BASF Total Petrochemicals, LLC would be obligated for the cost of purchasing all necessary equipment and appurtenances for the modification of the signals which has been estimated not to exceed $40,000.00 (refer to attached exhibit for the letter of specifications). Public Works staff has been working closely with BASF Total Petrochemical, LLC on this signal and believes the proposed modification will help to improve the safety of vehicle movement at this intersection. City participation would include a contribution for installing all equipment by the City forces and complete the signal modification. RECOMMENDATION Staff recommends the approval of agreement for this intersection modification at a cost not to exceed $40,000.00 for the purchase of all equipment and appurtenances with reimbursement for all of the cost by BASF Total Petrochemical, LLC. BUDGET/FISCAL EFFECT Funds are available in Public Works Signal System account# 001-1205-531.45-00. /nt "Remember we are here to serve the Citizens of Port Arthur" P.R. 19586 10/27/16 rtb RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BASF-TOTAL PETROCHEMICALS, LLC OF PORT ARTHUR, TEXAS FOR THE UPGRADE OF THE INTERSECTION OF ATLANTIC ROAD (FM 366) AND GATE 99 (BASF-TOTAL PLANT ENTRANCE). FUNDING AVAILABLE VIA BASF-TOTAL PETROCHEMICALS, LLC. WHEREAS, the intersection of Atlantic Road (FM 366) and the BASF-TOTAL Petrochemical, LLC plant facility entrance (Gate 99) traffic signal and warning devices need upgrading to improve traffic flow and governance; and, WHEREAS, a traffic study was performed and reported to the Public Works Department for the City of Port Arthur, the Texas Department of Transportation and BASF-TOTAL Petrochemicals, LLC by UTN, Inc. of Phoenix, Arizona; and, WHEREAS, a design for the intersection improvements was presented by UTN, Inc. of Phoenix, Arizona and accepted by the Texas Department of Transportation and the City of Port Arthur Public Works Department; and, WHEREAS, BASF-TOTAL Petrochemicals, LLC of Port Arthur, Texas will fund the project for the intersection improvements via Purchase Order for an estimated amount of $40,000.00, attached as Exhibit "A"; and, WHEREAS, the City of Port Arthur Public Works — Electrical Division shall provide managerial services for the project to ensure all work performed in accordance to the plans and specifications; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: P.R. 19586 Page 2 rtb THAT, the facts and opinions in the preamble are true and correct; and, THAT, the City Council authorizes the City Manager to execute on behalf of the City, an agreement with BASF-TOTAL Petrochemicals, LLC for the upgrade of the intersection of Atlantic Road (FM 366) and BASF-TOTAL Petrochemical, LLC plant entrance (Gate 99), in substantially the same form as attached hereto as Exhibit "B"; and, THAT, payment of this project will be paid for by BASF-TOTAL Petrochemicals, LLC. via purchase order for an estimated amount of $40,000.00, attached as Exhibit "A"; and, THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED this the day of , A.D. 2016 at a meeting of the City of Port Arthur, Texas by the following vote: Ayes: Mayor: Councilmembers: Noes: Mayor Derrick Freeman P.R. 19587 Page 3 rtb Attest: City Secretary Sherri Bellard APPROVED AS TO FORM: APPROVED FOR ADMINISTRATION: )) /e,-"Lide6 \/alecia zeno Brian McDougal City Attorney City Manager APPROVED AS FOR AVAILABILITY OF FUNDS: Jerry Dale, CPA, CGFO g}f to(9 llb Director of Finance Armando Gutierrez, Jr., P.E. Director of Public Works Clifton Williams, CPPB Acting Purchasing Manager EXHIBIT A BASF TOTAL Petrochemicals LLC 1111 Bagby St,Suite 2600 Houston,TX 77002 Purchase Order Order Number: 4933253164 (please state with all correspondence) Order Date: 10/26/2016 Vat Reg No.: Vendor Vendor No.: 3893793 CITY OF PORT ARTHUR 444 4TH ST Purchasing Contact: Joshua Young PORT ARTHUR TX 77640-6450 Tel: +1-409-960-5443 Mail: JOSHUA.YOUNG@BASF.COM Requestor: Susan Hinson Tel: +1-409-960-5662 Mail: SUSAN.HINSON@PARTNERS.BASF.COM Receiver: Susan Hinson Tel: +1-409-960-5662 Mail: SUSAN.HINSON@PARTNERS.BASF.COM Delivery Address Billing Address Delivery address is listed for each PO line item. SEND INVOICE TO: BASF TOTAL PETROCHEMICALS,LLC A/P DEPT. 100 PARK AVENUE DEPT.903 FLORHAM PARK,NJ 07932-0685 Incoterms : FOB Shipping Pt-Prepaid &Add Delivery Date : 11/29/2016 Terms of Payment : Immediately net(at invoice date) For Purchase Order Acknowledgment/Order Confirmation: Please send email to the purchase order Requestor. BASF TOTAL Petrochemicals LLC Purchase Order PAGE 2 OF 10 Purchase Order PO/Release No. 4933253164 Agreement No. Date 10/26/2016 Vendor No. Fax: 3893793 CITY OF PORT ARTHUR Freight Terms WATER UTILITIES FOB Shipping Pt-Prepaid&Add P.O.BOX 1089 PORT ARTHUR,TX 77641-1089 US Port of Unlading Ship via Terms of Payment: Immediately net(at invoice date) Ship to address at line item Item Material No Description Delivery Date Qty U/M Price per Unit Total Price BASF Purchase Order Number, unloading point and goods recipient must appear on all delivery tickets (including freight tickets). Failure to comply could result in a significant delay in process of order receipt at site dock. ALL PARTS MUST BE TAGGED WITH BASF MATERIAL MASTER NUMBER WHERE APPLICABLE All supplier invoices for material or services delivered under the Purchase Order must exactly match supplier name, item number, item description, unit of measure and pricing as described in this Purchase Order. Total quantities delivered and prices invoiced against this order must not exceed the amounts shown for each line item in this Purchase Order. Failure to comply with these requirements will result in a significant delay in processing of the invoice and potential back charges to compensate BASF for inefficiencies in reconciling the invoicing discrepancies. In the event that information contained in a supplier quote is referenced in this Purchase Order, it is solely for the purpose of identifying the scope of work and/or material specifications. The supplier specifically agrees to each of the provisions set forth in the BASF Corporation Terms and Conditions included herewith or the terms of fully executed contracts, by and between BASF and supplier, that supersede the BASF Corporation Terms and Conditions. BASF objects to and rejects any and all terms or conditions that are additional to or different from those set forth herein, including those contained in the supplier quote materials. *************************If Performing On-Site Services Only*******************"*"******* The Terms of our Agreement shall govern the performance of the Work,except to the extent such terms are expressly modified in this Purchase Order.The Terms of the Agreement supersede and replace the preprinted terms of the Purchase Order.Additional work must be approved by an authorized representative of BASF. Should there not be an agreement in place,the terms and conditions of this Purchase Order govem the performance of the work. If specified by BASF Procurement and/or the BASF Site where work is to be performed,the Contractors and Subcontractors are hereby required to Z2L BASF TOTAL Petrochemicals LLC Purchase Order Purchase Order PAGE 3 OF 10 PO/Release No. 4933253164 Agreement No. Date 10/26/2016 Item Material No Description Delivery Date Qty U/M Price per Unit Total Price complete the BASF Corporation qualification process(administered by Avetta)in order to perform services on a BASF site.The process is in accordance with Site Safety and Security procedures.Contractors must comply with background check requirements found in PICS. Prime Contractors are responsible for insuring that their Subcontractors also complete the qualification process.All costs associated with any delays in the work associated with failure to properly register in PICS or comply with BASF Safety Qualification and/or Insurance requirements will be borne by the Contractor. It is the Contractor's responsibility to immediately notify BASF Security,upon termination of any employee with a BASF access badge,and to retrieve and retum the badge to BASF.This requirement also applies upon completion of any work/project.BASF will immediately deactivate badges upon notification. Service providers that will be performing work on-site shall submit a daily timesheet to the appropriate BASF representative for approval at the end of each work shift,or latest on the following business day. Attention Sherry Vital-Assistant City Attorney. This order is agreed to as a Fixed Price Construction Contract not to exceed$40,000 to purchase all necessary equipment and appurtenance for the operation of the signal located at BASF Total Petrochemical's Gate 99/103 on Hwy 366. the city of Port Arthur,Texas shall install all equipment by city forces and complete all counter measure items agreed in writing by the parties: 1.Remove TSI Cabinet and install new TS2 Cabinet(one cabinet is required) 2.Upgrade existing controller timer to an NTCO M60 Siemens Eagle Controller to interface with current TS2 cabinet specifications(one controller is required) 3.Install new Malfuntion Management Unit(MMU)to upgrade from TSI Cabinet to TS2 cabinet specification(one MMU unit is required). 4.Install new power supply to upgrade from the TS1 cabinet to the TS2 cabinet specifications(no equipment needed). 5.Install new extension brackets and Iteris Wide Angle(WDR)cameras on all four(4)approaches(four camera area is needed). 6. Install new coax cabling(approximately 500 LF of coax is needed). 7. Install inside the new TS2 cabinet, Iteris rack assembly and video"edge"processor detection card(required for WDR camera functionality,which will be determined by an Iteris equipment representative). 8. Remove yellow signal heads and replace with black,lightweight,polycarbonate signal housing(total of six(6)required). 9. Install heavy duty louvered black backing plates(total of six(6)required). 10. Install two(2)additional 3-section black polycarbonate"near right"signal heads on existing poles(total of two(2)required). 11. Install new IMSA shielded,gounded,signal cabling to the two new"near right"signal heads(approximately 1000 LF is required). 12. Install TXDOT standard rumble strips and pavement marking in each lane of Hwy 366 adjacent to existing advanced signage(the cost will be determined by the striping contractor and will be split by the two(2)parties). 00010 Iteris Quote -$20,805 11/29/2016 00:00 1.000 Serv.unit 20,805.00/1 PU 20,805.00 USD See quote from the City of Port Arthur dated October 10,2016 Ref:FM 366 and BASF Gate 99/103 Intersection Signal Modifications Line 10:Iteris Quote-$20,805 BASF TOTAL Petrochemicals LLC Purchase Order Purchase Order PAGE 4 OF 10 PO/Release No. 4933253164 Agreement No. Date 10/26/2016 Item Material No Description Delivery Date Qty U/M Price per Unit Total Price Item-TXDot Nema TS2 16 Position Ground Mount Controler Cabinet with Seimens M60 Controller(1)@$10,900.00=$10,900.00 2562101213-Control Cabinet:5116,TX04,NO CONT,NOPT,S(1)@$0.00 8132-0000-106-M60 NEMA LINUX Controller (1)@$0.00 ABW 12027P001 -CBL,Type 2 to Type 1 Adptr(1)@$0.00 RZ4A-WDR-PAK-Iteris Ventage Wide Dynamic Ranger Color Camera Assembly(4)©$950.00=$3,800.00 AS-0175-74-62-PNC-Camera Bracket, 1-Piece Adjustable Stellar,74"Tube,62"GaIv Cable,Alum(4)@$125.00=$500.00 EDGE2-2N-TX-Iteris Vantage Edge2 Processor-2 Camera input,24VDC(2)@$2,390.00=$4,780.00 SURGEPAN-TX-Iteris Surge Panel with Mounting clips for up to 6 Supressors(SURGEVAN)(1)@$150.00=$150.00 SURGEVAN-Video Surge Supressor with one F Cable(4)@$50.00=$200.00 Lilliput 319GL-70NP-7"Color Monitor,w/BNC connector(for use with RZ4C cameras)(1)@$125.00=$125.00 ISOCBL-Composite 8281 Coax/16 AWG power cable(1000)@$0.00 Set-Up-Assistance-Programming/Run On Assistance Per Day-In Needed(1)@$350.00=$350.00 Line 20:Crabtree Rumble Strip-$13,072 Rumble Strips 740 LF @$10.80=$7,992.00 PAV Stenc-Prefab Termao-"SIGNAL"(4)@$635.00=$2,540.00 PAV Stenc-Prefab Thermo-"AHEAD"(4)@$635.00-$2,540.00 Line 30:Traffic Parts qutoe-$2,620 12"Poly Blk 3 Section Horiz Mount W/R,Y,G Leds Included(6)@$325.00=$1,950.00 12"Ploy Blk 3 Section Side of Pole Mount W;R,Y,G Leds Included(2)@$335.00=$670.00 Line 40:Contingency-3,503 The item contains the following services: 10 Iteris Quote-$20,805 1.00 USD 20,805.000 PU 20,805.00 Divert Pay Certificates Can he Requested from taxemp@i half corn BASF TOTAL Petrochemicals LLC Purchase Order Purchase Order PAGE 5 OF 10 PO/Release No. 4933253164 Agreement No. Date 10/26/2016 Item Material No Description Delivery Date Qty U/M Price per Unit Total Price DELIVER TO: BASF TOTAL PETROCHEMICALS LLC,PORT ARTHUR(STEAM CRACKER), Gate 99,Highway 366,PORT ARTHUR,TX, USA,77642 C/O:Susan Hinson Phone:409-989-5963, Fax:+1-409-960-5333 00020 Crabtree Rumble Strips -$13,072 11/29/2016 00:00 1.000 Serv.unit 13,072.00/1 PU 13,072.00 USD The item contains the following services: 10 Crabtree Ruble Strips-$13,072 1.00 USD 13,072.000 PU 13,072.00 Direct Pay Certificates Can he Requested from taxemp@i half corn DELIVER TO: BASF TOTAL PETROCHEMICALS LLC,PORT ARTHUR(STEAM CRACKER), Gate 99, Highway 366, PORT ARTHUR,TX,USA,77642 Phone:409-989-5963 00030 Traffic Parts Quote -$2,620 11/29/2016 00:00 1.000 Serv.unit 2,620.00/1 PU 2,620.00 USD The item contains the following services: 10 Traffic Part Quote-$2,620 1.00 USD 2,620.000 PU 2,620.00 Direct Pay Certificates Can he Requested from taxemp@r half corn. DELIVER TO: BASF TOTAL PETROCHEMICALS LLC,PORT ARTHUR(STEAM CRACKER), Gate 99, Highway 366, PORT ARTHUR,TX, USA,77642 Phone:409-989-5963 BASF TOTAL Petrochemicals LLC Purchase Order Purchase Order PAGE 6 OF 10 PO/Release No. 4933253164 Agreement No. Date 10/26/2016 Item Material No Description Delivery Date Qty U/M Price per Unit Total Price 00040 Contingency -$3,503 11/29/2016 00:00 1.000 Serv.unit 3,503.00/1 PU 3,503.00 USD The item contains the following services: 10 Contingency 1.00 USD 3,503.000 PU 3,503.00 Direct Pay Certifiratas Can he RagiuPsted frnm taxamp@r hasf corn DELIVER TO: BASF TOTAL PETROCHEMICALS LLC,PORT ARTHUR(STEAM CRACKER), Gate 99,Highway 366, PORT ARTHUR,TX, USA,77642 Phone:409-989-5963 TOTAL PRICE 40,000.00 USD TFXAS OIRFCT PAY PFRMIT-nn NOT Ani)SAI FS TAX-PFRMIT#1-22-16204RR-4 Joshua Young 409-960-5443 BASF TOTAL Petrochemicals Limited Partnership By: BASF Corporation,General Partner BASF TOTAL Petrochemicals LLC Purchase Order PAGE 7 OF10 PURCHASE ORDER TERMS AND CONDITIONS 1.GOVERNING PROVISIONS.Each shipment received by BTP from Seller shall be deemed to be only upon the terms,including these Purchase Order Terms and Conditions,contained in this Purchase Order,except as they may be added to,modified,superseded,or otherwise altered by BTP, notwithstanding any terms and conditions that may be contained in any acknowledgment,invoice or other form of Seller and notwithstanding BTP's act of accepting or paying for any shipment or any similar act of BTP and BTP hereby rejects any different or additional terms and conditions proposed by Seller. If this order is sent to Seller in response to a quotation or an offer of Seller submitted to BTP,the terms of this Purchase Order including these Purchase Order Terms and Conditions(collectively the"Order"),shall supersede and control all provisions in the quotation or offer of Seller and shall be a rejection of such quotation or offer and an offer to Seller. Seller's shipment of any of the goods,or the like(the"Products")or performance of any of the services(the"Services")covered by this Purchase Order,or Seller's receipt of any payment made pursuant to this Purchase Order,shall constitute Seller's acceptance of this Purchase Order(including these Purchase Order Terms and Conditions),as fully as if Seller had accepted in writing. In the event of a conflict between the terms in the body of the Purchase Order and these Purchase Order Terms and Conditions,such terms in the body of the Purchase Order shall prevail. 2.COMPLIANCE WITH LAWS.Seller warrants that the Products and any Services provided hereunder shall conform to the requirements of all applicable federal,state and local laws,regulations,rules and orders(collectively,the"Laws"). In accordance with the foregoing provision,but not by way of limitation,it is specifically understood that BTP is an Equal Opportunity Employer and Seller warrants that Seller complies with the Fair Labor Standard Act of 1938,as amended.Seller agrees that if this Order is construed to be a subcontract within the meaning of the Rules and Regulations approved by the United States Secretary of Labor pursuant to Executive Order 11246,as amended,the Vietnam Era Veterans Readjustment Act of 1974,as amended,or the Rehabilitation Act of 1973,as amended,or of the regulations issued pursuant to Executive Order 11625,the provisions of the applicable regulations as well as the Equal Opportunity and Nondiscrimination provision of Section 202 of Executive Order 11246 shall be incorporated herein by reference and shall be binding upon Seller as part of this Order. Seller warrants that all Products shall be adequately contained,packaged,marked, labeled and registered in compliance with the Laws and that all Products and Services are in compliance with any applicable safety standards under the Occupational Safety and Health Act of 1970,as amended, and applicable regulations.Seller warrants that every chemical substance and/or mixture are in compliance with the Toxic Substances Control Act,as amended,and its implementing regulations,in that such chemical substance is on the Inventory of Chemical Substances under the act,or subject to an applicable exemption thereto. If a Product is regulated under the Federal Food, Drug and Cosmetic Act,as amended(the"Act"),Seller warrants that each shipment or other delivery of the Products covered by this Order,are as of the date of shipment or delivery,whichever is later, not adulterated or misbranded within the meaning of the Act and are not articles which may not,under the provisions of Section 405, 505 or 512 of the Act,be introduced into interstate commerce and are not adulterated or misbranded within the meaning of the food,drug or cosmetic laws of any state or municipality.The foregoing warranty shall be a continuing warranty and shall apply to each shipment.Seller warrants that all color additives covered by this Order were manufactured by Seller and(where color additive regulations require certification)are from batches certified in accordance with the applicable regulations promulgated under this Act.Seller shall defend,indemnify and save harmless BTP from and against any claims,liabilities,expenses(including attorneys'fees),fines,penalties,damages and/or economic losses arising out of or resulting from the failure of Seller,Products and/or the Services to comply with the requirements of this Paragraph 2. 3. PRICE AND DELIVERY.The price for the Products and Services is inclusive of all charges. No extra charge of any kind,including without limitation charges for boxing,packing or crating shall be allowed to the Order price unless BTP specifically agrees to such charge in writing in advance. At any time during the term of this Order that BTP can purchase goods of a like quantity at a price or under terms which will result in a delivered cost to BTP that is lower than the delivered cost of the Products,BTP may notify Seller of such lower delivered cost and Seller shall,within fifteen(15) days after such notice,advise BTP in writing whether or not Seller shall meet such price or such terms. If Seller fails to do so, BTP may purchase the lower delivered cost goods,and the quantity of any purchase so made shall correspondingly reduce the purchase and sales obligations of BTP and Seller hereunder. Unless otherwise provided on this Order,delivery of the Products shall be made at Seller's expense to the location specified on the Order and shall not be deemed complete until the Products have actually been received and accepted by BTP.Risk of loss and/or damage shall remain with Seller until receipt thereof by BTP. Unless otherwise agreed on the face of this Order,all payments due hereunder shall be due and owing net 30 days following BTP's receipt of a correct and proper invoice. 4. INSPECTION AND ACCEPTANCE.All Products shall be received subject to BTP's rights of inspection,rejection,and revocation(pursuant to the provisions of Article 2 of the Uniform Commercial Code). Any BTP signature on any shipping/receiving or acknowledgment documents shall not constitute acceptance of Products or Services or any different terms or conditions,or acknowledge condition of Products but shall merely acknowledge receipt of a shipment. BASF TOTAL Petrochemicals LLC Purchase Order PAGE 8 OF 10 BTP may elect to have in-process inspection of the Products provided hereunder.Seller shall permit free and reasonable access to Seller's facilities to perform such surveillance activities. Except as otherwise specifically provided in this Order,any testing or inspection of Product by BTP prior to delivery is solely for the benefit of BTP and Seller may not rely on such. Without limiting any of BTP's rights provided by law or by this Order,Seller shall,upon request of BTP and at Seller's expense,immediately replace at BTP's facility any Products rightfully rejected by BTP. Payment for or use of Products prior to inspection shall not constitute acceptance thereof and shall be made without prejudice to any and all claims that BTP may have against Seller. 5. INSURANCE.Seller agrees to carry the following minimum insurance which shall be primary to any insurance maintained by BTP: Commercial General Liability,including Completed Operations and Product Liability Insurance;Blanket Contractual,with an endorsement naming BTP,BASF Corporation and Total Petrochemicals&Refining USA, Inc.,and rheir respective affiliated entities,as additional insureds with minimum limits of liability of$2,000,000 each occurrence combined single limit. It is the specific intent of the parties that Seller's insurance policies provide coverage to BTP in all cases arising out of or in any way connected with the work performed hereunder,including those cases in which BTP's negligence is alleged.All coverage acquired or maintained by Seller hereunder, whether primary,excess,or umbrella coverage,shall be primary to any and all insurance maintained by BTP and shall contain an amendment or endorsement acknowledging that any and all insurance of BTP,whether primary,excess,or umbrella,is excess to all insurance of Seller. The terms of coverage shall be evidenced by certificates of insurance reflecting the required insurance coverages which shall be freely available to BTP and subject to audit and verification by BTP upon demand during normal business hours. 6.TAXES AND GOVERNMENTAL CHARGES.Except as otherwise agreed pursuant to Paragraph 3,this Order shall not include Sales or Use taxes. In no event shall such taxes be added to the Order if BTP has indicated in this Order that the purchase is exempt from such taxes.Seller agrees to pay any other taxes imposed by federal,state,or local law upon the Products or Services sold to BTP hereunder unless otherwise agreed,except taxes required by law to be paid or bome by BTP. Seller shall,upon request of BTP,inform BTP whether the Products are imported or manufactured with imported materials and furnish BTP with all documentation required for duty drawback for product or imported materials contained in the Product purchased by BTP hereunder. 7. PATENTS.Seller agrees to defend,indemnify and hold harmless BTP,its successors,customers and users,from and against all liability, economic loss,damage,and expense(including attomeys'fees)associated with any actual or alleged infringement of any intellectual property right, or any litigation based thereon,with respect to the Products or Services(or any part thereof)covered by this Order,and any such obligation shall survive acceptance of such Products or Services and payment therefore by BTP. 8. INDEMNIFICATION.Seller shall assume the sole responsibility for any and all actual or alleged damage or injury(including death)to any and all persons(including,but not limited to employees of Seller or BTP)and to all property associated with the performance of its obligations under this Order or any negligent or wrongful act or omission of Seller,and shall defend,indemnify and save harmless BTP from and against any and all claims, liabilities,expenses(including attorneys'fees),fines,penalties,damages and/or economic losses of whatsoever nature associated therewith except for such claims,liabilities,etc.,caused by the sole negligence of BTP. Seller hereby releases and waives all rights of subrogation against BTP, BASF Corporation and Total Petrochemicals&Refining USA,Inc.,possessed by Seller's insurers. Seller hereby represents that it is authorized by its insurers to grant such release and waiver. 9.WARRANTY.Seller warrants that the Products are new, merchantable,safe,fit for intended use,free from defects in workmanship,design, materials,and title,and conform to any specifications,drawings,samples,or other descriptions referenced herein or applicable thereto. Seller further warrants that all Services shall be performed utilizing at least the degree of care and skill exercised by diligent and prudent members of the same profession performing similar services on a national basis,free from defects in workmanship and materials and in conformance with all specifications,plans,or drawings referenced herein or applicable thereto. Seller shall at all times comply with BTP's rules,policies and guidelines relating,in whole or in part,to the Services while performing Services at BTP's site,including without limitation those related to ecology,health and safety. Products or Services found to be nonconforming or defective in material or workmanship within eighteen months from the date of shipment(or performance)or twelve months from the date of putting same into service,whichever date occurs first,shall,at BTP's option,be corrected or repaired in place by Seller,or be replaced at BTP's facilities by Seller,or be returned to Seller at Seller's expense(including transportation and handling costs) for repair, replacement or full refund. Repair or replacement shall be initiated immediately and shall be pursued diligently and continuously,utilizing Seller's best efforts in order to minimize the impact on BTP's operations. All warranties shall survive any inspection,delivery,payment, use or acceptance of Products or Services.Seller agrees that all warranties and indemnities applicable to Products provided hereunder shall automatically inure to the benefit of,and be directly enforceable by a third party purchasing or receiving such Products from BTP. Any costs,expenses or damages incurred by BTP associated with a breach of these warranties shall be borne by Seller and may be offset against any monies owing to Seller hereunder or otherwise. 10. LIEN WAIVERS.Seller shall,at its sole cost and expense,obtain from all its subcontractors and materialmen waivers and releases of all liens BASF TOTAL Petrochemicals LLC Purchase Order PAGE9 OF10 which may be imposed by them against the premises of BTP or the improvements thereon,associated with any Products or Services performed hereunder,and Seller shall defend,indemnify and hold harmless BTP with respect thereto. 11.CANCELLATION.Time is of the essence of this Order. In addition to all its other legal remedies,BTP reserves the right to cancel all or any part of the undelivered or unperformed portion of this Order if Seller does not make deliveries or perform as specified,or if Seller breaches any of the terms hereof. In the event of such cancellation,Seller shall be liable to BTP for any excess cost or reprocurement cost as well as incidental,economic and consequential damages or losses sustained as a result thereof. BTP may cancel this Order if,in BTP's discretion exercised in good faith,there is a deterioration in Seller's financial situation which threatens to impact Seller's ability to comply with its obligations hereunder. 12.ASSIGNMENT.This Order or any right or obligation associated therewith may not be assigned or transferred by Seller in the absence of BTP's prior written consent thereto and any purported assignment or transfer absent such consent shall be void. BTP may assign or otherwise transfer all of this Contract to any affiliate of BTP at any time. BTP may assign or otherwise transfer all of its rights,duties and/or obligations under this Order,in whole but not in part,to any person or entity controlling BTP,controlled by BTP or under common control with BTP at any time during the term providing BTP furnishes Seller with advance written notice thereof. 13.SECRECY.Seller agrees not to make any use of writings,data,designs,drawings,specifications or any other information furnished to it by BTP or observed or developed by Seller associated with this Order and to not disclose any of the foregoing to third parties,except as required in the performance of this Order and then only after first obtaining a written agreement from such third parties to be bound by similar secrecy and use restrictions. Upon completion,cancellation or termination of this Order,Seller shall return to BTP all of the foregoing,including all copies,extracts or derivatives of tangible materials containing any such information made by Seller or third parties employed by Seller. BTP shall at all times have title to all drawings,specifications,writings or other documents prepared or furnished by Seller hereunder.All Products produced for BTP hereunder which are subject to or may be copyrighted under the Federal Copyright Act shall be deemed to be"works made for hire"and title to and ownership of such Products shall at all times be in BTP. Seller may only refer to or publicly disclose its business relationship with BTP with the prior written consent of BTP. 14.SAFETY DATA SHEETS.Seller shall furnish BTP,prior to the first delivery,Seller's current Material Safety Data Sheets or Safety Data Sheets and other literature pertaining to the hazards associated with the Products and the precautions which should be observed with respect thereto. Seller shall promptly furnish BTP copies of any revisions to any of the same during the term of this Order and for one(1)year following such term. 15.WAIVER.The failure of BTP to insist in any instance upon strict performance by Seller of any provision of this Order shall not be construed as a continuing waiver of such item,or waiver of any other provision of this Order. 16.APPLICABLE LAW. This Order shall be governed by and construed in accordance with the substantive laws of the State of Texas without regard to principles of conflicts of law and not including the 1980 United Nations Convention on Contracts for the International Sale of Goods. Each party hereto submits to the jurisdiction of the courts located in Harris County,Texas in connection with any dispute arising under this Order. The parties exclude this agreement from the application of the United Nations Convention on Contracts for the International Sale of Goods and its conflicts of laws rules,if otherwise applicable. 17.SUBSTANCE ABUSE.Seller certifies at all times while Seller's employees are on BTP's premises,Seller shall be in compliance with the Drug Free Workplace Act of 1988,as it may be amended,(which shall be deemed to apply to all Services performed hereunder)and any governmental laws or regulations regarding substance abuse.Seller will take all action:(i)necessary to comply with such requirements,and(ii)which BTP reasonably deems necessary to prevent substance abuse or their influence on Seller's employees while on BTP's premises. 18.NON-COLLUSION.Seller warrants that Seller has not and will not,directly or indirectly,enter into any agreement,participate in a collusion or otherwise take any action in restraint of free or competitive bidding,including, but not limited to,any offer or promise of future employment or business opportunity by or for any contractor or subcontractor,or any personnel of BTP or its contractors or subcontractors associated with this transaction. 19.ANTI-KICKBACK.When Seller has reasonable grounds to believe that a BTP or Seller employee,subcontractor or subcontractor employee, directly or indirectly,solicited,accepted or attempted to accept any money,fee,gratuity,offer or promise of future employment or business opportunity,or thing of value of any kind for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract or subcontract associated with BTP,Seller shall promptly report in detail the possible misconduct to BTP's Corporate Security Department or BTP's confidential Compliance Hotline at 1-800-241-1280. 20.SOCIAL RESPONSIBILITY.BTP conducts its business in accordance with the principles of sustainable development and complies with internationally recognized fundamental environmental, labor and social standards. BTP has described and set forth its understanding and implementation of these standards in its Values and Principles,its corporate Code of Conduct and its Code of Conduct for procurement(collectively the"Standards"and available through BASF Corporation's corporate website at www.basf.com). The Standards are critical to BTP's basis of conducting its own business and to any business transaction with others of which BTP is a party. Seller will comply with the Standards or its own environmental,labor and social standards that are materially similar to the Standards and shall require that its subcontractors and materialmen,of any tier,observe the applicable standards. BASF TOTAL Petrochemicals LLC Purchase Order PAGE 10 OF 10 21.CONTRACTOR MANAGEMENT.Seller shall at all times,to the extent they apply,comply with the rules,regulations,policies and guidelines which are established by BTP and made available to Seller relating to: (i)the provision of services at the BTP facility(ies)at which the Services are or will be performed and(ii)the provision of Products and/or Services to BTP generally and which are not related to the provision of services on BTP premises or at a particular BTP facility(collectively,the"BTP Requirements").BTP Requirements may include,among other things,rules and regulations with respect to safety,health,environment,security and orderly operation,BTP's contractor management requirements and protection of BTP's confidential business information. BTP may amend or add to the BTP Requirements from time to time as it deems appropriate. BTP will make available to Seller the current BTP Requirements and any amended or additional BTP Requirements. 22.SUPPLIER DIVERSITY. BASF Corporation,on behalf of itself and BTP,is engaged in a Supplier Diversity Initiative and encourages the use of CDSs(as defined below)by its suppliers,contractors and other vendors as allowed by law. Unless otherwise agreed in writing,Seller shall endeavor to use commercially reasonable efforts to encourage CDSs to bid for,and to use CDSs in,any supply or subcontract opportunities that may arise as a direct result of and in connection with this Order as allowed by law. Upon request by BTP,Seller shall report such use by Seller of CDSs in connection with this Order to BTP within thirty(30)days after the end of each calendar quarter. BTP may ask Seller to complete questionnaires or related forms to report Seller's use of CDSs. Certified Diverse Supplier("CDS")shall mean a supplier that has been certified by the US Small Business Administration or another mutually acceptable qualified independent third party agency that provides certification with respect to diverse businesses. EXHIBIT B DERRICK FORD FREEMAN,MAYOR p ,iy. -- '� BRIAN McDOUGAL RAYMOND SCOTT,JR.,MAYOR PRO TEM City of city CITY MANAGER COUNCIL MEMBERS: J l 1 �J SHERRI BELLARD,TRMC TIFFANY L.HAMILTON '— CITY SECRETARY MORRIS ALBRIGHT ori rt h u r KEITH RICHARD VAL TIZENO WILLIE"BAE"LEWIS,JR. CITY ATTORNEY OSMAN SWATI CHARLOTTE MOSES KAPRINA FRANK Date:August 17,2016 Ref:Improving Signal Function on Hwy 366 at the BASF Gate 991103 Letter of Agreement between BASF and the City of Port Arthur The following recommendations and the cost sharing measures have been agreed upon by the City of Port Arthur and BASF Total Petrochemicals LLC in order to improve the above mentioned intersection: • The City of Port Arthur,Texas purchases all necessary equipment and appurtenance for the operation of the signal which has been estimated not to exceed $40,000.00, with reimbursement of all inclusive costs by BASF Total Petrochemicals LLC of Port Arthur,Texas. • The City of Port Arthur, Texas shall install all equipment by City forces and complete all counter measure items recommended by the two(2)parties as follows: I. Remove TSI Cabinet and install new TS2 Cabinet(one cabinet is required). 2. Upgrade existing controller timer to an NTCO M60 Siemens Eagle Controller to interface with current TS2 cabinet specifications(one controller is required). 3. Install new Malfunction Management Unit(MMU)to upgrade from TS1 Cabinet to TS2 cabinet specification(one MMU unit is required). 4. Install new power supply to upgrade from the TSI cabinet to the TS2 cabinet specifications(no equipment needed). 5. Install new extension brackets and Iteris Wide Angle(WDR)cameras on all four(4)approaches(four camera area is needed). 6. Install new coax cabling(approximately 500 LF of coax is needed). 7. Install inside the new TS2 cabinet, Iteris rack assembly and video "edge" processor detection card (required for WDR camera functionality,which will be determined by an Iteris equipment representative). 8. Remove yellow signal heads and replace with black, lightweight, polycarbonate signal housing (total of six (6) required). 9. Install heavy duty louvered black backing plates(total of six(6)required). 10. Install two(2)additional 3-section black polycarbonate"near right" signal heads on existing poles(total of two(2) required). "Remember we are here to serve the citizens of Port Arthur" 11. Install new IMSA shielded,grounded, signal cabling to the two new"near right"signal heads(approximately 1000 LF is required). 12. Install TXDOT standard rumble strips and pavement marking in each land of FM 366 adjacent to existing advanced signage(the cost will be determined by the striping contractor and will be split by the two(2)parties). *See Attachments(seven pages) Approval, Acceptance, City of Port Arthur BASF Total Petrochemical LLC Brian McDougal Greg Masica City Manager VP&Site Manager "Remember we are here to serve the citizens of Port Arthur" 1 PROOF OF U.S.CrT1ZENSHIP c..5 e rui 1 Z u- 0 X ti C5 3 v. .X ....,!` 1•• Ir. c- '• --• — 0 t — 0 tz. ce QD = CD < u. „ U.1 „..„:, ,..... 2 0---' - Ill Z 1-P , -''\'• /-- 0 = e'4' 0 ttej L; 0 co ILI al 0. 0 I CC I / .,E. \:.7.,',,..7 , ... ,,, N 6 - z-v iir. i nj X 0 (4! W ...i , , Z )r-/ A r r- < o „r CO , , -r-jk 4t$71 zt • .,.. 6 cc - OS . i --I ).- ---..,: i;-• ''' 4S , ,.. - i ! Z 0 \,. , o 41 .," 4, 1 0 -;,-- *,--'g.. 4, , ' ;,, rf*-=, - ‘ 1-- , r ci. 7' ''. 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' Nikki Thibodeaux From: Hassan Shomalzadeh Sent: Thursday, August 11, 2016 4:58 PM To: Nikki Thibodeaux Subject: FW: FM 366 and GATE99 UPDATE - Meeting Request From: Hassan Shomalzadeh Sent:Tuesday,August 9, 2016 7:53 AM To: Rawetts Baaheth Sr.<rawetts.baaheth@portarthurtx.gov> Subject: FW: FM 366 and GATE99 UPDATE-Meeting Request From; UTN engineering [mailto:utnengineering@hotmaii.com] Sent:Tuesday,August 9, 2016 3:31 AM To: Hassan Shomalzadeh<hassan.shomalzadeh@portarthurtx.gov>;hpshomalPaol.com; Carol Hebert <carol.hebert@basf.com>; Brian McDougal <Brian.mcdougal@portarthurtx.gov>; Latoshia Williams <latoshia.williams@a. portarthurtx.gov>; UTN engineering<utnengineering@hotmail.com> Subject: FM 366 and GATE99 UPDATE- Meeting Request Greetings Hassan and fellow stakeholders, I hope things are going collectively well for all. I am going to be in Houston, Texas on Monday and Tuesday of next week(August 15 and August 16)to visit family in Houston, Texas, My sincerest apologies in advance about the short notice;however, I would like to meet with the City and BASF to discuss/finalize the aspects of the subject project as outlined below-as a basis of finalizing the successful objectives and action items to all shareholders. As you know, UTN has finished gaining the concurrence from TXDOT regarding the subject intersection countermeasure and operational improvements. TXDOT has approved operational and countermeasure improvements per UTN's field assessment memorandum, which is supported by FHWA, NIUTCD and TXDOT critieria. We have completed the field review and determination of what is needed to improve performance, compliance and operational functionality of the intersection. We are currently underway preparing a submittal package for the City to shepherd along to TXDOT to obtain final review and permit approval for the subject. To that respect, we note the following items that are required in order to improve, update and provide a fully optimized, updated modernized system that is also coupled with the countermeasures that were also approved by TXDOT. 1 In general our field assessment noted that the controller cabinet is an outdated/virtually obsolete TS1 specification,with various pieces of internal specialized equipment that is old obsolete spec as well. We have provided a summary of the required improvements needed to meet the countermeasure/compliance and operational ojbectives. CABINET 1. Remove old/virtually obsolete TS1 cabinet and install new TS2 plug and go 16 load bay cabinet 2. Upgrade existing controller timer to an NTCIP M60 Siemens Eagle Controller to interface with current TS2 cabinet spec. 3. Install new Malfunction Management Unit(MMU)to upgrade from TS1 to TS2 specification 4. Install new power supply to upgrade form TS1 to TS2 specification VIDEO CAMERAS We note that our field inspection that we participated in with the technician from ITERIS Video Detection/Siemens. In particular they noted that current video detection equipment was a, used, 10 year old system that was provided to the city at no cost, due to budget/finance constraints.These cameras are over 10 years old and are outdated in firmware and we note that they are not wide angle and only about 90 feet of a detection window is seen from the stop bar, making essential detection zones at the 300 foot mark from the stop bar impossible. 1. Install new extension brackets and ITERIS wide angle (WDR) cameras on all four approaches. 2. Install new coax cabling 3. Install inside new TS2 cabinet, ITERIS rack assembly and video "edge" processor detection cards required for WDR camera functionality SIGNAL HEADS 1. Remove yellow signal heads and replace with black, lightweight, polycarbonate singal housings on FM366. 2 Install heavy duty louvered black backing plates on FM366 COUNTER MEASURES 1. Install 2 additional 3-section black polycarbonate, "near right" signal heads on existing span wire upright poles. 2. Install new IMSA shielded,grounded, signal cabling to the 2 new "near right" signal heads 3. Install TXDOT standard, rumble strips and pavement markings in each lane on FM366 adjacent to existing advanced warning signage on FM366. UTN has worked with ITERIS in order to help seek interest in providing a cost estimate for the above items from 6 different reliable/reputable contractors.We had one contractor respond and provided us a cost estimate. The cost estimate was about$77,000 and a 120 day long lead time. We note that the City and BASF are committed stakeholders in the success of safety and operational performance of the intersection. It is for this reason that BASF would like the City to participate in the construction contracting and funding contribution. Specifically, the controller, MMU, power supply and all video detection (about$32,000 of City contribution). 2 With respectful appreciation and consideration, Thomas J. Chlebanowski, JD, PE, PTOE, PTP Transportation Traffic Engineer, UTN, inc. _ ► 623341-3580 1 utnengineenng@hotmail.cam 13217 E. Shea r ": Blvd #176, Phoenix, AZ 85028 3