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HomeMy WebLinkAboutPR 23661: ACCEPTANCE OF A REQUEST FOR PROPSAL RESPONSE FROM SELIM KIRALP, LLC FOR THE LEASING OF TWO BUILDINGS INSIDE THE PLEASURE ISLAND MARINA www.Po rtArthu rTx.gov INTEROFFICE MEMORANDUM Date: March 12, 2024 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: George Davis, Director of Pleasure Island` �� RE: P.R. No. 23661 —Acceptance Of A Request For Proposal Response From Selim Kiralp, LLC For The Leasing Of Two Buildings Inside The Gated Pleasure Island Marina And Further Authorizing The City Manager To Negotiate Said Lease. Introduction: The intent of this Agenda Item is to request the City Council's approval of P.R. No. 23661 authorizing the acceptance of a request for proposal response from Selim Kiralp LLC for the leasing of two buildings inside the gated Pleasure Island Marina and further authorizing the City Manager to negotiate said lease. Background: Pursuant to Resolution 23-483, City Council authorized the City Manager to reject all proposals received for the leasing of two buildings inside the gated Pleasure Island Marina and further authorized the Purchasing Division to re-advertise the Request for Proposals. The City Council requested that the re-advertisement of the RFP be solicited as "for-profit" proposals. Whereas,the Purchasing Division re-advertised the RFP and a total of two responses were received. The responses to the proposal have been reviewed and evaluated by City Staff based on the criteria provided in the solicitation of RFP #P24-026. Budget Impact: None Recommendation: It is recommended that the City Council approve P.R. No. 23661 authorizing the acceptance of a response to the RFP from Selim Kiralp LLC for the leasing of two buildings inside the gated Pleasure Island Marina and further authorizing the City Manager to negotiate said lease. "Remember,we are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8182 X FAX 409.983.8294 P.R. No. 23661 03/12/24 gd RESOLUTION NO. A RESOLUTION AUTHORIZING THE ACCEPTANCE OF A REQUEST FOR PROPOSAL RESPONSE FROM SELIM KIRALP, LLC FOR THE LEASING OF TWO BUILDINGS INSIDE THE GATED PLEASURE ISLAND MARINA AND FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE SAID LEASE WHEREAS, pursuant to Chapter 252 of the Texas Local Government Code, the Purchasing and Pleasure Island Department advertised Request for Proposals (RFP) for the "Leasing Two Buildings Inside The Gated Pleasure Island Marina" in the Port Arthur Newspaper on February 3, 2024 and February 10, 2024; and WHEREAS, two proposals were received on February 28, 2024; and WHEREAS, the two proposals were reviewed, evaluated and scored by City Staff based on the criteria provided in the RFP. A copy of the score sheet is attached hereto as Exhibit"A"; and WHEREAS,the Pleasure Island Department's recommendation is to accept Selim Kiralp LLC's proposal for the leasing of two buildings inside the gated Pleasure Island Marina. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT, the facts and opinions in the preamble are true and correct. THAT, the City Council hereby authorizes the acceptance of a proposal from Selim Kiralp LLC for the leasing of two buildings inside the gated Pleasure Island Marina and further authorize the City Manager to negotiate said lease set forth in the RFP attached hereto as Exhibit THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED this day of A.D. 2024 at a Regular Meeting of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: P.R. No. 23661 03/12/24 gd NOES: Thurman"Bill" Bartie, Mayor ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: O 4 . ,ies M. Black • -rim City Attorney APPROVED FOR ADMINISTRATION: Ronald Burton, CPM City Manager i,1,a itid4 Clifton illiams, CPPB Purc sing Manage George Davis Director of Pleasure Island P.R. No. 23661 03/12/24 gd Exhibit "A" City of Port Arthur Leasing Two Buildings Inside the Gated Pleasure Island Marina Agenda Totals P24-026 Weight Port Arthur Yacht Club, Inc. Selim Kiralp, LLC. Port Arthur, TX Lewisville, TX Overall Project Concept 150 102 137 Experience 60 48 56 Financials 60 25 51 Qualifications 30 21 29 Total 300 196 273 YoCanola Scup/on—Gor/tiem• 3/6/2024 Yolanda Scypion-Goudeaux, Purchasing Assistant Date i Ent rt;i• City of c," a r t r t It u- --i�`� P.R.No. 23661 03/12/24 gd Exhibit "B" THURMAN BILL BARTIE,MAYOR RONALD BURTON TIFFANY HAMILTON,MAYOR PRO TEMI CITY MANAGER City of COUNCIL MEMBERS: SHERRI BELLARD,TRMC WILLIE BAE LEWIS CITY SECRETARY DONEANE BECKOM HAROLD L.DOUCET,SR o r t r 1 it it r VAL TIZENO THOMAS KINLAW III CITY ATTORNEY DONALD FRANK,SR T i L t S January 31,2024 REQUEST FOR PROPOSAL LEASING TWO BUILDINGS INSIDE THE GATED PLEASURE ISLAND MARINA. DEADLINE: Sealed proposal submittals must be received and time stamped by 3:00 p.m., Central Standard Time, Wednesday, February 28, 2024. (The clock located in the City Secretary's office will be the official time.) All proposals received will be read aloud at 3:15 p.m. on Wednesday, February 28, 2024 in the City Council Chambers, City Hall, 5th Floor, Port Arthur, TX. Proposals will be opened in a manner to avoid public disclosure of contents;however,only the names of proposers will be read aloud. MARK ENVELOPE: P24-026 DELIVERY ADDRESS: Please submit one (1) original and three (3) exact duplicate copies of your RFP & USB to: CITY OF PORT ARTHUR CITY OF PORT ARTHUR CITY SECRETARY or CITY SECRETARY P.O. BOX 1089 444 4TH STREET,4th Floor PORT ARTHUR, TEXAS 77641 PORT ARTHUR, TEXAS 77640 POINTS OF CONTACT: Questions concerning the Request for Proposal should be directed in writing to: City of Port Arthur, TX Clifton Williams, Purchasing Manager P.O. Box 1089 Port Arthur, TX 77641 clifton.williams@portarthurtx.gov Purchasing Division/Finance Department I Purchasing Manager,Clifton Williams P.O.Box 1089 1 444 4th Street I Port Arthur,Texas 77641 1409.983.8160 I Fax 409.983.8291 The enclosed REQUEST FOR PROPOSAL (RFP) and accompanying General Instructions are for your convenience in submitting proposals for the enclosed referenced services for the City of Port Arthur. Proposals must be signed by a person having the authority to bind the firm in a contract. Proposals shall be placed in a sealed envelope, with the Vendor's name and address in the upper left-hand corner of the envelope. ALL PROPOSALS MUST BE RECEIVED IN THE CITY SECRETARY'S OFFICE BEFORE THE OPENING DATE AND TIME. It is the sole responsibility of the firm to ensure that the sealed RFP submittal arrives at the above location by the specified deadline regardless of the delivery method chosen by the firm. Faxed or electronically transmitted RFP submittals will not be accepted. Clifton Williams Purchasing Manager Page 2 of 16 REQUESTS FOR PROPOSALS LEASING TWO BUILDINGS INSIDE THE GATED PLEASURE ISLAND MARINA. (To be Completed ONLY IF YOU DO NOT BID.) FAILURE TO RESPOND TO BID SOLICITATIONS FOR TWO (2) BID PERIODS MAY RESULT IN REMOVAL FROM THE VENDOR'S LIST. However, if you are removed you will be reinstated upon request. In the event you desire not to submit a bid,we would appreciate your response regarding the reason(s). Your assistance in completing and returning this form in an envelope marked with the enclosed bid would be appreciated. NO BID is submitted: this time only not this commodity/service only Yes No Does your company provide this product or service? Were the specifications clear? Were the specifications too restrictive? Does the City pay its bills on time? Do you desire to remain on the bid list for this product or service? Does your present workload permit additional work? Comments/Other Suggestions: Company Name: Person Completing Form: Telephone: Mailing Address: Email: City, State, Zip Code: Date: Page 3 of 16 City of Port Arthur Request for Proposals LEASING TWO BUILDINGS INSIDE THE GATED PLEASURE ISLAND MARINA. OBJECTIVE The City of Port Arthur is seeking a response to the Request for Proposals (RFP) to Lease two buildings inside the gated Pleasure Island Marina. The buildings are currently used as a Yacht Club and Boathouse, and Pleasure Island requires lease to a For Profit Vendor. BACKGROUND 1. The Pleasure Island Marina is home to approximately 50 sailboats. There are 300 slips within the confines of the Pleasure Island Marina where the slips are leased by the Pleasure Island Department. 2. The Marina includes Building A which is approximately 3,200 square feet and Building B that is approximately 600 square feet, an automobile parking facility for patrons of the marina, and related services and facilities. 3. Pleasure Island facilities include an air-conditioned clubhouse with kitchen facilities and restrooms, a gated-entry marina with 300 boat slips, a boat hoist,boathouse, easy access to fuel and pump-out stations, and limited dry-storage facilities. 4. Pleasure Island Marina facilities include restrooms with showers, uncovered boat slips, a fuel station, a pump-out station, and gated entries. 5. Leasing two buildings inside the gated Pleasure Island Marina. (a) Building A was used for meetings, classrooms, social events, et (b) Building B was utilized as a boat storage area. It's an open area with a roof. 6. Pleasure Island Department will be responsible for the maintenance of grass. 7. Lessee is responsible for the maintenance of the building excluding the roof and structure of the building. 8. The lessee will be required to pay at fair market value rent to the City of Port Arthur. The fair market value rent will be determined by the City of Port Arthur after the selection of the best proposal and determined by an appraisal. 9. Leasor is required to provide Liability, Flood, and Windstorm Insurance on the two (2) buildings. Lessee must provide Liability, Flood, and Windstorm Insurance for the business contents in the building. 10. Any modifications or renovations must be approved by the City first. 11. The lease will be five(5)years with the option to renew for five(5)additional one-year periods. 12. Anyone interested in looking at the buildings,may contact George Davis at 409-982-4675. 13. Any other questions must be submitted in writing to Clifton.williams@portarthurtx.gov. Page 4 of 16 0/ >> 111211b.. �+ 4 1>3\ ,..,) Al.I , • NN_,- // N- ..t e s„ LU Li_ LU ..,. ' „ f4 1 ii IS,' tArwit)os, i a c • CU � f a .,.,!,4, / • --, .0- ll'''' f Z • ,i o aP — / O<N. D \y m #4.1J 1,04t. Zr 0 / , .„,. . w O IZ VD I- w /,., CC) w The City of Port Arthur requires comprehensive responses to every section within this RFP. Conciseness and clarity of content are emphasized and encouraged. Vague and general proposals will be considered non-responsive and will result in disqualification. To facilitate the review of the responses, Firms shall follow the described proposal format. The intent of the proposal format requirements is to expedite review and evaluation. It is not the intent to constrain Vendors with regard to content,but to assure that the specific requirements set forth in this RFP are uniformly amenable to review and evaluation. Failure to arrange the proposal as requested may result in the disqualification of the proposal. It is requested that proposals be limited to no more than 50 pages, excluding resumes. All pages of the proposal must be numbered and the proposal must contain an organized, paginated table of contents corresponding to the sections and pages of the proposal. A.) EXPERIENCE 1. Provide a profile of experience for the organization and members. This section shall include, but not be limited to, the following: a. Experience of organization—number of years in existence and number of members. Include a brief overview of other projects similar to this that has been done by your organization. b. Experience of staff State any experience of your staff with similar projects. B.) PROJECT CONCEPT 1. Describe in detail the type of business and the plan to successfully achieve the business stated. 2. Describe in detail any additional activities that are planned for the building. 3. Describe in detail any additional plans that you have for operations in the building. C.) FINANCIAL STATUS 1. Provide the following information: a. Copies of the past 5 years' financial statements prepared according to GAAP standards (audited preferred with opinion). Financial information includes but is not limited to balance sheet, income statement and statement of cash flow from operations as of year-end or fiscal year end whichever is applicable. If the company is a subsidiary of a larger holding company, then present the same information of the corporate holding company as well as individual financial information on each profit center showing annual operating revenue and expenses with attention to profit/loss information. Privately held companies are required to submit to the same standard. The City reserves the right to request additional information as necessary to evaluate the Firm's ability to perform under the Contract. D.) QUALIFICATIONS 1. Provide your skills and qualifications. Page 5 of 16 EVALUATION AND SELECTION PROCESS All proposals will be screened by an evaluation committee and those proposers selected for a short list may be invited to attend an interview,at the proposers' own expense. Any invitation for an oral presentation will be solely for the purpose of clarifying proposals received from each qualifying proposer, and will not represent any decision on the part of the evaluation committee as to the selection of a successful proposer. The City will evaluate all responses based on the experience, qualifications, project concept, and financials. The City reserves the right to negotiate the final fee prior to recommending any Vendor for a contract. The City's process is as follows: 1. The evaluation committee shall screen and rate all of the responses that are submitted. Evaluation ratings will be on a 100-point scale and shall be based on the following criteria: a. Experience(20 points) b. Overall Project Concept(50 points) c. Financials (20 points) d. Qualifications(10 points) 2. City staff shall recommend the most qualified Bidder to the City Council and request authority to enter into contract negotiations. 3. When services and fees are agreed upon,the selected Vendor shall be offered a contract subject to City Council approval. 4. Should negotiations be unsuccessful,the City shall enter into negotiations with the next, highest-ranked Vendor. The process shall continue until an agreement is reached with a qualified Vendor. 5. This RFP does not commit the City to pay for any direct and/or indirect costs incurred in the preparation and presentation of a response. All finalist(s)shall pay their own costs incurred in preparing for, traveling to and attending interviews. The City reserves the right to use all pertinent information (also learned from sources other than disclosed in the RFP process) that might affect the City's judgment as to the appropriateness of an award to the best-evaluated proposer. This information may be appended to the proposal evaluation process results. Page 6 of 16 LETTER OF INTEREST RFP—Leasing two (2) Buildings inside the Gated Pleasure Island Marina Deadline: February 28, 2024 The undersigned firm submits the following information (this RFP submittal) in response to the Request for Proposals (as amended by any Addenda), issued by the City of Port Arthur, TX(City) to Lease two (2) Buildings inside the Gated Pleasure Island Marina. Enclosed, and by this reference incorporated herein and made a part of this RFP, are the following: ❖ Non Disclosure Agreement ❖ Completed RFP Letter of Interest Form ❖ Completed Affidavit ❖ Completed Conflict of Interest Form The firm understands that the City is not bound to select any firm for the final pre-qualified list and may reject any responses submitted. The Firm also understands that all costs and expenses incurred by it in preparing this RFP and participating in this process will be borne solely by the firm and that the required materials to be submitted will become the property of the City and will not be returned. The firm agrees that the City will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this RFP. The firm accepts all terms of the RFP submittal process by signing this letter of interest and making the RFP submittal. This RFP shall be governed by and construed in all respects according to the laws of the State of Texas. Firm Name Date Authorized Signature Title Name (please print) Telephone Email Page 7 of 16 NON-COLLUSION AFFIDAVIT CITY OF PORT ARTHUR § STATE OF TEXAS § By the signature below, the signatory for the bidder certifies that neither he nor the firm, corporation, partnership or institution represented by the signatory or anyone acting for the firm bidding on this project has violated the antitrust laws of this State, codified in Section 15.01, et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the bid made to any competitor or any other person engaged in the same line of business, nor has the signatory or anyone acting for the firm, corporation or institution submitting a bid committed any other act of collusion related to the development and submission of this bid proposal. Signature: Printed Name: Printed Name: Title: Company: Date: SUBSCRIBED and sworn to before me the undersigned authority by the of, on behalf of the said bidder. Notary Public in and for the State of Texas My commission expires: Page 8 of 16 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For Vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491,80th Leg.,Regular Session. This questionnaire is being filed in accordance with Chapter 176,Local Government Code by a person who has a business relationship as defined by Section 176.001 (1-a)with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed.See Section 176.006,Local Government Code. A person commits an offense if the person knowingly violates Section 176.006,Local Government Code.An offense under this section is a Class C misdemeanor. 1.Name of person who has a business relationship with local governmental entity. 2. Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3.Name of a local government officer with whom tiler has employment or business relationship. Name of Officer This section(item 3 including subparts A,B,C,&D)must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001 (1-a),Local Government Code.Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment income,from the filer of the questionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government Officer serves as an officer or director,or holds an ownership of 10 percent or more? Yes No D. Describe each employment or business relationship with the local government officer named in this section. 4. Signature of person doing business with the governmental entity Date Page 10 of 16 GENERAL INFORMATION: Proposers are cautioned to read the information contained in this RFP carefully and to submit a complete response to all requirements and questions as directed. TERMINOLOGY: "Bid" vs. "Proposal"--For the purpose of this RFP, the terms "Bid" and `Proposal" shall be equivalent. AWARD: The City of Port Arthur will review all proposals for responsiveness and compliance with these specifications. The City reserves the right to award on the basis of the Lowest and Best Offer in accordance with the laws of Texas, to waive any formality or irregularity, and/or to reject any or all proposals. ALTERING BIDS: Bids cannot be altered or amended after the submission deadline. Any interlineations, alterations, or erasure made before opening time must be initialed by the signer of the bid,guaranteeing authenticity. WITHDRAWAL OF PROPOSAL: The proposer may withdraw its proposal by submitting a written request, over the signature of an authorized individual, to the Purchasing Division any time prior to the submission deadline. The proposer may thereafter submit a new proposal prior to the deadline. Modification or withdrawal of the proposal in any manner, oral or written, will not be considered if submitted after the deadline. CONFLICT OF INTEREST: No public official shall have interest in this contract, in accordance with Vernon's Texas Code Annotated, Local Government Code Title 5, Subtitle C, Chapter 171. ETHICS: The bidder shall not offer or accept gifts or anything of value nor enter into any business arrangement with any employee, official or agent of the City of Port Arthur. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE BIDDERS: A prospective bidder must affirmatively demonstrate the bidder's responsibility. A prospective bidder must meet the following requirements: 1. Be able to comply with the required or proposed delivery schedule. 2. Have a satisfactory record of performance. 3. Have a satisfactory record of integrity and ethics. 4. Be otherwise qualified and eligible to receive an award. 5. Be engaged in a full-time business and can assume liabilities for any performance or warranty service required. 6. The City Council shall not award a contract to a company that is in arrears in its obligations to the City. 7. No payments shall be made to any person of public monies under any contract by the City with such person until such person has paid all obligations and debts owed to the City, or has made satisfactory arrangements to pay the same. ADDENDA: Any interpretations, corrections or changes to the RFP will be made by addenda no later than 48 hours prior to the date and time fixed for submission of proposals. Sole issuing authority of addenda shall be vested in the City of Port Arthur Purchasing Manager. The City assumes no responsibility for the proposer's failure to obtain and/or properly submit any addendum. Failure to acknowledge and submit any addendum may be cause for the proposal to be rejected. It Page 11 of 16 is the vendor's responsibility to check for any addendums that might have been issued before the bid closing date and time. All addenda will be numbered consecutively,beginning with 1. PORT ARTHUR PRINCIPAL PLACE OF BUSINESS: Any bona fide business that claims the City of Port Arthur as its principal place of business must have an official business address (office location and office personnel)in Port Arthur,the principal storage place or facility for the equipment shall be in Port Arthur and/or the place of domicile for the principal business owner(s) shall be in Port Arthur or such other definition or interpretation as is provided by state law. Contractors outside the City of Port Arthur are allowed to bid. PRICES: The bidder should show in the proposal both the unit price and total amount, where required, of each item listed. In the event of an error or discrepancy in mathematics, the unit price shall prevail. PURCHASE ORDER: A purchase order(s) shall be generated by the City of Port Arthur to the successful bidder. The purchase order number must appear on all itemized invoices. INVOICES:All invoices shall be mailed directly to the City of Port Arthur,Attn.:Pleasure Island, P.O. Box 1089, Port Arthur, Texas 77641. PAYMENT: Payment will be made upon receipt of the original invoice and the acceptance of the goods or services by the City of Port Arthur, in accordance with the State of Texas Prompt Payment Act, Article 601f V.T.C.S. The City's standard payment terms are net 30, i.e. payment is due 30 days from the date of the invoice. SALES TAX: The City of Port Arthur is exempt by law from payment of Texas Sales Tax and Federal Excise Tax; therefore the proposal shall not include Sales Tax. VENUE: This agreement will be governed and construed according to the laws of the State of Texas. This agreement is performable in Port Arthur, Texas, Jefferson County. The City of Port Arthur may request and rely on advice, decisions, and opinions of the Attorney General of Texas and the City Attorney concerning any portion of these requirements. COMPLIANCE WITH LAWS: The Contractor shall comply with all applicable laws,ordinances, rules, orders, regulations and codes of the federal, state and local governments relating to the performance of work herein. INTEREST OF MEMBERS OF CITY: No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest,direct or indirect, in this Contract; and,the Contractor shall take appropriate steps to assure compliance. DELINQUENT PAYMENTS DUE CITY: The City of Port Arthur Code of Ordinances prohibits the City from granting any license, privilege or paying money to anyone owing delinquent taxes, paving assessments or any money to the City until such debts are paid or until satisfactory arrangements for payment has been made. Bidders must complete and sign the AFFIDAVIT included as part of this RFP. Page 12 of 16 QUANTITIES: Quantities shown are estimated, based on projected use. It is specifically understood and agreed that these quantities are approximate and any additional quantities will be paid for at the quoted price. It is further understood that the contractor shall not have any claim against the City of Port Arthur for quantities less than the estimated amount. SHIPPING INFORMATION: All bids are to be F.O.B., City of Port Arthur, Port Arthur, TX 77640 INCORPORATION OF PROVISIONS REQUIRED BY LAW: Each provision and clause required by law to be inserted into the Contract shall be deemed to be enacted herein and the Contract shall be read and enforced as though each were included herein. If, through mistake or otherwise, any such provision is not inserted or is not correctly inserted the Contract shall be amended to make such insertion on application by either party. CONTRACTOR'S OBLIGATIONS: The Contractor shall and will, in a good workmanlike manner, perform all work and furnish all supplies and materials, machinery, equipment, facilities and means, except as herein otherwise expressly specified, necessary or proper to perform and complete all the work required by this Contract, in accordance with the provisions of this Contract and said specifications. The apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail. While the purpose of the specifications is to indicate minimum requirements in the way of capability, performance, construction, and other details, its use is not intended to deprive the City of Port Arthur of the option of selecting goods that may be considered more suitable for the purpose involved. Under the Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. TERMINATION FOR CAUSE:If,through any cause,the Contractor shall fail to fulfill in a timely and proper manner his obligations under this contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due the City from the Contractor is determined. TERMINATION FOR CONVENIENCE:The City may terminate this contract at any time giving at least thirty(30)days'notice in writing to the Contractor. If the Contract is terminated by the City as provided herein, the Contractor will be paid for the service that it has performed up to the termination date. If this contract is terminated due to the fault of the Contractor, the previous paragraph hereof relative to termination shall apply. Page 13 of 16 RELEASES AND RECEIPTS: The City of Port Arthur before making payments may require the Contractor to furnish releases or receipts for any or all persons Performing work and supplying. material or service to the Contractor, or any sub-contractors for work under this contract if this is deemed necessary to protect its interests. CARE OF WORK: The Contractor shall be responsible for all damages to person or property that occur as a result of his fault or negligence in connection with the work performed until completion and final acceptance by the City. SUB-CONTRACTS: The Contractor shall not execute an agreement with any sub-contractor or permit any sub-contractor to perform any work included in this Contract until he has received from the City of Port Arthur written approval of such agreement. INSURANCE:All insurance must be written by an insurer licensed to conduct business in the State of Texas unless otherwise permitted by the Owner.The Contract shall,at his own expense,purchase, maintain and keep in force insurance that will protect against injury and/or damages which may arise out of or result from operations under this contract,whether the operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, of the following types and limits 1. Standard Worker's Compensation Insurance: 2. Commercial General Liability occurrence type insurance City of Port Arthur, its officers, agents, and employees must be named as an additional insured): a. Bodily injury$500,000 single limit per occurrence or$500,000 each person/$500,000 per occurrence for contracts of$100,000 or less; or Bodily injury$1,000,000 single limit per occurrence or$500,000 each person/$1,000,000 per occurrence for contracts in excess of$100,000; and, b. Property Damage $100,000 per occurrence regardless of contract amount; and, c. Minimum aggregate policy year limit of$1,000,000 for contracts of $100,000 or less; or,Minimum aggregate policy year limit of$2,000,000 for contracts in excess of$100,000. 3. Commercial Automobile Liability Insurance (Including owned, non-owned and hired vehicle coverage). a.Minimum combined single limit of$500,000 per occurrence, for bodily injury and property damage. b. If individual limits are provided, minimum limits are $300,000 per person, $500,000 per occurrence for bodily injury and$100,000 per occurrence for property damage. The Contractor shall cause Contractor's insurance company or insurance agent to fill in all information required (including names of the insurance agency, contractor and insurance companies, and policy numbers, effective dates and expiration dates) and to date and sign and do all other things necessary to complete and make into valid certificates of insurance and pertaining Page 14 of 16 .-w to the above-listed items, and before commencing any of the work and within the time otherwise specified, Contractor shall file completed certificates of insurance with the Owner. None of the provisions in said certificate of insurance should be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form should contain a provision that coverage afforded under the policies will not be altered,modified or canceled unless at least fifteen (15) days prior written notice has been given to the City of Port Arthur. The Contractor shall also file with the City of Port Arthur a valid CERTIFICATE OF INSURANCE on like form from or for all Subcontractors and showing the Subcontractor (s) as the Insured. Said completed CERTIFICATE OF INSURANCE Form (s) shall in any event be filed with the City of Port Arthur not more than ten (10) days after execution of this Contract. NOTICE TO PROCEED: Notice to Proceed shall be issued within ten(10)days of the execution of the Contract by OWNER. Should there be any reasons why a Notice to Proceed cannot be issued within such period, the time may be extended by mutual agreement between OWNER and CONTRACTOR. Page 15 of 16 APPENDIX A. NON-DISCLOSURE=AOREEIVIENT In consideration of the City of Port Arthur, TX retaining the services of a consultant and because of the sensitivity of certain information which may come under the care and control of the Consultant,both parties agree that all information regarding the City or any selected City agency subject to this contract,or gathered, produced,or derived from this project(Confidential Information)must remain confidential subject to release only by permission of the City,and more specifically agree as follows: Media releases pertaining to this RFP and/or any resulting contract,or the services to which they relate,will not be made without the prior written consent of the City,and then only in accordance with explicit written instructions from the City. The disclosure of the contents of proposals prior to the award of a contract under this RFP,or any other violation of this section,may result in disqualification. 1. The information may be used by Consultant only to assist the Consultant in connection with its engagement with the City. 2. Consultant will not, at any time, use the information in any fashion, form, or manner except in its capacity as an independent consultant to the City. 3. Consultant agrees to maintain the confidentiality of any and all deliverables resulting from this contract in the same manner that it protects the confidentiality of its own proprietary products of like kind. 4. The information may not be copied or reproduced without the City's written consent. 5. All materials made available to Consultant, including copies thereof, must be returned to the City upon the first to occur of a)completion of the project;or b)request by the City. 6. The foregoing must not prohibit or limit Consultant use of the information(including,but not limited to, ideas, concepts, know-how, techniques and methodologies) a) previously known to it; b) independently developed by it;c)acquired by it from a third party;or d)which is or becomes part of the public domain through no breach to Consultant of this agreement. 7. This agreement shall become effective as of the date information is first made available to Consultant and must survive the contract and be a continuing requirement. 8. The breach of this Nondisclosure Agreement by Consultant shall entitle the City to immediately terminate the Agreement upon written notice to Consultant for such breach. The parties acknowledge that the measure of damages in the event of a breach of this Nondisclosure Agreement may be difficult or impossible to calculate, depending on the nature of the breach. Regardless of whether the City elects to terminate the Agreement upon the breach hereof, the City may require the Consultant to pay to the City the sum of$1,000 for each breach as liquidated damages. This amount is not intended to be in the nature of a penalty but is intended to be a reasonable estimate of the amount of damages to the City in the event of a breach hereof by the Consultant. The City does not waive any right to seek additional relief,either equitable or otherwise,concerning any breach of this Agreement. Printed Name Signature Title Date Page 16 of 16