request for proposal (rfp) for san pedro … · ii – objective ... celebrate san pedro creek’s...

REQUEST FOR PROPOSAL (RFP)

For

SAN PEDRO CREEK IMPROVEMENTS PROJECT

RFP for San Pedro Creek Improvements Project

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Index

I – Background .................................................................................................... 2

II – Objective ...................................................................................................... 3

III – Scope of Services ......................................................................................... 3

IV – Term of Contract ........................................................................................... 6

V – Evaluation Criteria .......................................................................................... 6

VI – Supplemental Information to be Provided Before Submission of Proposal(s) ........ 6

VII – Proposal: Fees, Prices and Related Terms ....................................................... 8

VIII – Ranking of Proposals ................................................................................... 9

IX – Submissions of Supplemental Information and Proposals................................. 10

X – Proposal Format ........................................................................................... 10

XI – Restrictions on Communication ..................................................................... 11

XII – Amendments to RFP ................................................................................... 12

XIII - Award of Contract and Reservation of Rights ................................................ 12

XIV – Schedule of Events .................................................................................... 13

XV – Additional Provisions ................................................................................... 13

Exhibit A - Offeror’s Proposed Fees and Prices ........................................... 18

Attachment 1 to Exhibit A - Elements of Construction Manager’s Fees

Exhibit B - Offeror’s Additional Service Rates .............................................. 21

Exhibit C - Offeror’s Representations and Warranties ................................... 22

Exhibit D - Offeror’s Contract Exceptions .................................................... 24

Exhibit E – Owner’s Requirements of Insurance .......................................... 25

Exhibit F - Offeror’s Proposal Signature Page .............................................. 40

Exhibit G - Offeror’s Proposal Submission Checklist ..................................... 40


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I – Background

Bexar County and the San Antonio River Authority (SARA), in coordination with the City

of San Antonio, are in the midst of the design phase of the San Pedro Creek

Improvements Project (the “Project”), which will transform the creek to reflect its place

in our cultural history, improve its function in flood control, revitalize natural habitat and

water quality, and catalyze economic development. The project will start at the tunnel

inlet near Fox Tech High School and wind through the western side of Downtown to the

creek’s confluence with the Alazan and Apache Creeks. This historic and once flourishing

creek flows behind the Christopher Columbus Italian Society Hall, past the Alameda

Theater, Spanish Governor’s Palace, City of San Antonio and Bexar County Offices, past

urban residential housing, and an emerging arts district. It then meanders south of

downtown through primarily residential neighborhoods before flowing into the San

Antonio River.

The Mission, Design Goals and Principles are stated below.

Mission:

1) To create a world class linear park facility that represents the cultural

identity of our community and inspires the people of Bexar County.

Goals:

1) Provide enhanced flood control;

2) Maximize economic benefits of the project;

3) Create a world class experience for residents and visitors;

4) Elevate and educate our community profile in sustainability;

5) Engage our community in a grassroots design effort; and

6) Reflect the unique culture of Bexar County.

Principles:

1) Establish an intimate scale relationship between people and the creek, and

provide for the simultaneous movement of water and people that is safe and

pleasurable;

2) Restore, repurpose, and reuse the existing channel infrastructure,

respecting its historical context and being good stewards of the funds

provided for restoration;

3) Recreate an aquatic habitat to nourish life and incorporate nature into our

urban environment;

4) Provide places that support diverse activities, offer pockets of surprise and

connect with intersecting streets, paths and transportation routes; and

5) Celebrate San Pedro Creek’s layered history by telling its story with an

authentic voice.

SARA has engaged the services of design professionals (the “Design Team”) to prepare

construction documents for the Project. The Design Team is comprised of HDR

Engineering, Inc., Muñoz & Company and Pape Dawson Engineers, and includes their

various sub-consulting firms. The Offeror selected for the Project will work closely with

the Design Team to finalize the Project Design and throughout construction as needed.


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SARA is soliciting proposals through a competitive two-step process for Construction

Manager at Risk services to provide pre-construction services, to collaborate with the

Design Team in its preparation of the construction documents, and to manage

construction of, and to deliver, the Project in accordance with the requirements of a

Construction Management at Risk Agreement (the “Contract”) to be successfully

negotiated with an Offeror who provides best value to SARA.

The Offerors receiving this Request for Proposals (RFP) have been selected solely on the

basis of their qualifications. Offerors have been scored on the basis of the Evaluation

Criteria and weighted values published in the RFQ. SARA seeks by this RFP to obtain

additional information relative to the Evaluation Criteria, as well as the Offerors’

proposals.

II – Objective

SARA seeks to successfully negotiate a contract with the Offeror who will provide best

value to SARA to accomplish the mission, goals and principles of the Project to provide

pre-construction services, and complete construction services, for the Project. The

estimated budget for the Project, to be constructed in four (4) phases (“Phase(s)”) as

described below, is $150.0 million. The estimated budget for completion of Phases 1

and 2 of the Project is $97.8 million, which shall be the construction cost limitation for

these two Phases. Final Completion of Phase 1 of the Project is required by no later than

April 5, 2018, with Final Completion of Phase 2 occurring by no later than December 18,

2018. To allow for preparations for the San Antonio Tri-Centennial Celebration,

scheduled for May 5, 2018, it is especially critical that Phase 1 of the Project

be finally completed by April 5, 2018. While SARA will consider establishing early

opening dates for each Phase to allow later completion of some minor aspects of the

work that, in SARA’s judgment, are not essential to the safe, beneficial use and

occupancy of a Phase of the Project, SARA expects Final Completion of each Phase of

the Project to occur by the dates stated herein. SARA bases this expectation on its

impression of the selected firms’ stated abilities to be able to meet these dates.

Funding for Phases 3 and 4 of the Project has not yet been appropriated. Subject to

funding, Phases 3 and 4 are expected to be complete by May 30, 2020. Pursuant to

Addendum II to the RFQ, SARA plans to execute a single Contract with the selected

CMAR firm (“CMAR Firm”) that will provide for amendment to the Contract to establish

a separate guaranteed maximum price (GMP) for each Phase of the Project when

appropriate according to a schedule to be established in the Contract for each Phase.

The form of the Contract will be provided to Offerors by subsequent addendum to this

RFP. The form of Contract will be made available to Offerors at the date and time stated

in the Schedule of Events below for their review in advance of the deadline for

submission of proposals.

III – Scope of Services

The Offeror shall have overall responsibility for and shall provide Pre-Construction

Services and Construction Services, as defined in Offeror’s Proposed of Fees and Prices,

attached hereto as Exhibit A. The Offeror shall furnish all materials, equipment, tools

and labor as necessary or reasonably inferable from the Contract Documents to

complete the Work, or any phase of the Work, in accordance with SARA’s requirements

and the terms of the Contract Documents.


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A. Pre-Construction services by the CMAR Firm may include, but will not be

limited to, the following:

1) Provide project planning and scheduling for completion of design and

construction for each Phase that includes blackout dates during which

construction activities must be minimized or halted;

2) Develop and execute a communication plan that ensures proactive

exchanges of information and prompt responsiveness to requests for

information from Project stakeholders, the public and the media, as

requested by SARA during the performance of Pre-Construction

Services;

3) Provide constructability reviews and assessments, develop

contingency plans for recovery of schedule in event of unforeseen

delay, and recommend alternatives to reduce delivery time and/or

construction cost at appropriate levels of design;

4) Provide detailed cost estimates and submit a GMP for each Phase of

the Project at appropriate levels of design for review and negotiation;

5) Identify items with long-lead times and initiate procurement of such

items;

6) Provide assistance in acquiring permits from entities such as, but not

necessarily limited to, the United States Army Corps of Engineers

(USACE), Texas Historical Commission (THC) and the Texas

Commission on Environmental Quality (TCEQ) for the planned work

and any contingency plans to be implemented to overcome

unforeseen delays;

7) Identify components of construction that can be released in “early

out” packages to be constructed in advance of full design completion,

pending USACE approval;

8) Actively participate in presentations and briefings as requested by

SARA to SARA’s Board of Directors, Bexar County Commissioner’s

Court, other governmental agencies and committees who are

stakeholders in the Project; and

9) Actively participate in Project related special events as requested by

SARA, including, but not necessarily limited to public outreach

meetings and presentations to special interest groups.

B. Construction services by the CMAR Firm may include, but will not be

limited to, the following:

1) Completion of Phases 1 and 2 of the Project, with Final Completion of

Phase 1 to occur by no later than April 5, 2018, and Final Completion

of Phase 2 to occur by no later than December 18, 2018;

2) Completion of Phases 3 and 4 ) of the Project by no later than May

30, 2020, which shall be the final completion (“Final Completion”)

date for these phases (subject to funding);


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3) Provide coordination with various stakeholders including, but not

limited to, Bexar County, the City of San Antonio, the USACE, the

THC, affected utility owners and various private and public

stakeholders;

4) Solicit subcontractor bids for, and award and manage all construction

related subcontracts to complete the work in accordance with River

Authority, Bexar County, and if applicable, City of San Antonio

procurement policies, including local and Small, Minority and Women-

Owned Business Enterprises (SMWBE) participation goals;

5) Bond and insure the work as appropriate to manage risk of non-

performance, non-payment, and the risk of loss or damage that may

arise out of construction activities for each Phase;

6) Procure, or arrange for timely procurement of, all materials and

equipment, including any long-lead items, necessary to timely

complete construction of the Project;

7) Work with SARA’s Project team and designated construction

administrator to develop a construction schedule with milestone dates

for the timely completion of appropriate segments within each Phase,

which schedule milestones will be incorporated into the Contract to

govern timely completion of the Project;

8) Efficiently and safely manage, all site operations and construction

activities, including archeological monitoring during excavation

activities, and provide for safety in all work areas at all times;

9) Work with Project team and construction administrator to deliver a

high quality Project and minimize disruption to adjacent businesses

and residents;

10) Develop and execute a communication plan that insures proactive

exchange of information as well as responsiveness to inquiries for

information from project partners, the public and the media, as and

when requested by SARA throughout the performance of Construction

Services;

11) Coordinate construction activities with adjacent landowners and other

construction projects in the proximity of the Project;

12) Provide regular updates on construction activities and schedules in a

format to be developed in conjunction with SARA for use in

communicating with the public and Project stakeholders;

13) Provide briefings on construction activities and schedules as and when

requested by SARA to Bexar County Commissioner’s Court, SARA’s

Board of Directors, other governmental agencies and stakeholder

committees; and

14) Actively participate in Project related special events as requested by

SARA, including, but not necessarily limited to public outreach

meetings and presentations to special interest groups.


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IV – Term of Contract

The term of the Contract to be awarded pursuant to this solicitation is expected to be

for a term that, exclusive of the warranty period, will allow for final completion of all

work on Phase 1 by April 5, 2018, all work on Phase 2 by December 18, 2018, and all

work on Phases 3 and 4 by May 30, 2020. Dates for completion of each Phase, and

milestone dates for completion of segments within each Phase, shall be established in

the Contract and shall govern timely completion of each Phase, and each segment within

each Phase, of the Project.

V – Evaluation Criteria

SARA has evaluated the Offerors qualifications, and selected those Offerors who will

receive this RFP based upon SARA’s ranking of the Offerors according to the Evaluation

Criteria and the weighted values published in this RFP. The selection committee shall

interview the selected Offerors to further evaluate each Offeror’s qualifications and the

Supplementary Information to be provided to SARA prior to opening of the proposals to

be submitted to this RFP. Offerors’ proposals will be opened in public and their fees and

prices and additional service rates will be read aloud at the appropriate time, as

described further below. All interviews will occur after release of the form of the Contract

on April 8, 2016. Terms and conditions of the Contract shall not be discussed during

interviews or at any other time prior to commencement of negotiations with the most

highly ranked Offeror. Interviews shall primarily focus upon the RFQ responses and the

additional information requested below under Section VI - Supplemental Information to

be Provided Before Submission of Proposals.

VI – Supplemental Information to be Provided Before Submission of Proposal(s)

By the submission of its Supplemental Information in response to this RFP, and to the

maximum extent permitted by law, the Offerors consent to all the terms and conditions

of this RFP and the RFQ, accept without limitation the procurement processes set forth

therein, and waive any and all claims against SARA arising out of or related to the

procurement process used herein, including but not limited to the process described

herein for evaluation and ranking of the Offerors.

By no later than 4:00 p.m. on April 13, 2016, each Offeror shall submit in a sealed

envelope the supplementary information described below, as provided in Section IX:

A. Key Personnel. Each Offeror shall provide a listing of Offeror’s personnel to

be assigned to key positions for purposes of performing the construction

management services, along with the following information: (i) their names,

job titles, contact information, (ii) an organizational chart of these personnel

showing their reporting lines of responsibility and level of authority within the

Offeror’s organization, (iii) copies of the resumes of such personnel reflecting

their individual qualifications and experience related to execution of the type

of work required to timely complete the Project, as well as their tenure of

employment with the Offeror.


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B Scope Description and Mobilization Plans. Offerors shall provide comments

and input to SARA on the appropriateness and completeness of the

description of the Scope of Services set forth in Section III, above, including

both Pre-construction Services and Construction Services, as those terms are

defined in Exhibit A. Offerors shall provide a narrative description and plan

of how it would recommend the staging and mobilizing of equipment and

personnel to appropriate locations along the length of Project site to facilitate

construction in the optimum sequence(s) in order to support timely

completion of each of Phase, and each segment within each Phase. A general

narrative description of staging and mobilizing equipment and personnel is

requested for Phases 2,3, and 4. A more detailed narrative description to

include phasing of segments should be provided for Phase 1.

C. Recovery Plan for Phase 1. The Contract will strictly require timely

completion of Phase 1 of the PROJECT according to a construction schedule

to be developed in collaboration with SARA and its design professionals to

ensure timely completion of Phase 1 by April 5, 2018 in order to allow

sufficient time for preparations for the San Antonio Tri-Centennial celebration

on May 5, 2018. To ensure timely completion of Phase 1 notwithstanding

delay, each Offeror shall (i) identify risks of excusable delay, (ii) provide a

written description of a recovery plan to be able to overcome excusable delay,

(iii) identify categories of cost, and a general range or order of magnitude of

cost that may be required to overcome excusable delay to the progress of

construction, and (iv) propose how to manage the cost of excusable delay

within SARA’s budget for the Project. In the event of non-excusable delays,

propose how the Offeror would handle (i), (ii), and (iii) herein any differently

than excusable delays assuming the Offeror will not be compensated for non-

excusable delays.

D. Recovery Planning for Phases 2, 3, and 4. Although these Phases are not

required to be completed before the San Antonio Tri-Centennial celebration,

Offerors shall separately provide input on management of the risk of delay

for Phases 2, 3, and 4.

E. Insurance Requirements. Minimum insurance requirements are attached to

this RFP as Exhibit E and will be included in the Contract. Proposers shall

confirm they will provide in electronic format copies of their insurance policies

pursuant to Paragraph XV.E, below, and also confirm their ability to meet the

minimum insurance requirements, which confirmations shall be stated as set

forth in the form of Offeror’s Representations and Warranties, attached as

Exhibit C to this RFP. SARA reserves the right to consider as an alternate

approach to the management of the risk of claims involving loss or damage

a contractor controlled rolling insurance plan or a contractor controlled

project specific insurance plan (CCIP) for the Project. If an Offeror intends

to alternatively propose to offer services to SARA under a rolling or project

specific CCIP, please provide as part of the Supplementary Information

requested under this Section VI a description of the CCIP program for SARA’s

evaluation and consideration, and confirm whether Offeror has developed a

statement explaining the CCIP program to subcontractors as required by

Texas law, and, if so, include a copy of such explanation with such

description.


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VII – Proposal: Fees, Prices and Related Terms

By no later than 10:00 a.m. on April 21, 2016, each Offeror shall submit to SARA its

proposal in a sealed envelope, as provided in Section IX, which proposal shall include

each of the following for an Offeror’s proposed services on the Project:

A. Fees and Prices (Exhibit A). Offeror’s proposed fixed fees and prices for each

of the following: (i) Pre-Construction Services Fee, (ii) General Administrative

Fee (including overhead and profit), and (iii) Construction Services Fee

(exclusive of the cost of Construction Manager’s labor and supervision to self-

perform work pursuant to competitive bids as allowed by law and the

Contract). Offeror’s submission shall also include any proposed sharing of

savings with SARA if SARA accepts alternative coverage under Offeror’s CCIP,

as discussed further below. Attachment 1, Elements of Construction

Manager’s Fees, shall also be completed and attached to Exhibit A to explain

in further detail the Offeror’s proposed fixed fees and prices.

B. Additional Service Rates (Exhibit B). Offeror’s additional service rates for

approved additional services of Construction Manager’s staff personnel,

inclusive of all mark-ups or charges for labor burdens, overhead, profit,

taxes, and other costs related to the time and use of such personnel, which

rates shall apply only upon SARA approval to perform any additional services

that are not included in the scope of services stated in the Contract and that

requested by SARA.

C. Representations and Warranties. Offerors shall include with its Proposal the

statement of Offeror’s Representations and Warranties (Exhibit C).

D. Marked Contract. Exceptions to the Contract may result in SARA’s

determination that it will be unable to negotiate a satisfactory Contract with

the Offeror. An exception will not be deemed accepted by SARA unless it is

first accepted in writing by SARA and incorporated into the fully executed

Contract. Offeror shall submit to SARA any exception to the Contract

(including any the specifications, terms, conditions therein or exhibits

thereto) in a Microsoft Word tracked-change (red-lined) format in both hard

copy and electronic format as the Offeror’s Contract Exceptions (Exhibit D).

Such submission shall include the precise language Offeror proposes as a

revision to resolve any exception. SARA will only negotiate an exception that

has been specifically identified in accordance with this requirement. An

Offeror’s failure to meet this requirement shall constitute the Offeror’s

express representation and warranty to SARA that, having consulted and fully

considered the advice and input of Offeror’s legal, insurance and other

business advisors, Offeror will, based on the fees and prices submitted in its

Proposal, enter into the form of Contract upon Offeror’s receipt of SARA’s

notice that Offeror has been selected for negotiation and award thereof.

E. Offeror’s Signature Page. Offeror shall complete and include with its Proposal

the Offeror’s Signature Page (Exhibit F).


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F. Proposal Submission Checklist. Offeror shall complete and include with its

Proposal the Offeror’s Proposal Submission Checklist (Exhibit G). The

envelope containing Offeror’s proposal shall be marked with Offeror’s name.

Offerors’ sealed proposal envelopes shall remain sealed and unopened until

after completion of interviews. Proposal envelopes shall be opened and each

of the Offerors’ fees and prices and Additional Service Rates shall be read

aloud on April 21, 2016 at 10.30 a.m. by SARA’s authorized representative.

This RFP shall serve as public notice of the time and place for reading aloud

the Offerors’ fees and prices. Thereafter, SARA will further evaluate the

information included in each Offeror’s proposal envelope, and SARA will

subsequently notify in writing the Offeror who was most highly ranked

according to the published Evaluation Criteria and weighted values stated in

the RFQ for this procurement of the time and place for commencement of

negotiation of the Contract.

VIII – Ranking of Proposals

SARA reserves the right to select one, or more, or none of the selected Offerors for

interviews. SARA will conduct a comprehensive, fair and impartial evaluation of

requested proposals received in response to this RFP. As set forth in the RFQ, SARA will

rank the proposals received from the selected Offerors on the basis of scoring of the RFQ

responses for the selected Offerors, their pricing information, and their interviews, if

applicable, during the RFP stage. Ranking of the Proposals by SARA’s selection

committee will be based on these criteria according to the corresponding weighted

values shown below:

RFQ Evaluation Points 33⅓%

Proposed Fees and Prices 33⅓%

Interviews (Including Supplementary Information) 33⅓%

TOTAL 100%

SARA will attempt to negotiate the Contract first with the Offeror who is most highly

ranked based upon the above ranking criteria and weighted values, and if such

negotiation is unsuccessful, SARA will end all negotiations in writing with that Offeror

and proceed to attempt to negotiate the Contract the next most highly ranked Offeror.


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IX – Submissions of Supplemental Information and

Proposals

A. By the appropriate deadlines set forth in Section XIV, the Offeror shall submit

in sealed packages its Supplemental Information and Proposal in accordance

with the following requirements: (i) six (6) copies of the Supplemental

Information; (ii) an original of the Supplemental Information; (iii) an

electronic copy of the Supplemental Information on a flash drive; (iv) six (6)

copies of its Proposal (v)an original Proposal signed in ink, and (vi) an

electronic copy of the Proposal on a flash drive. Each submission by an

Offeror shall be clearly marked on the front of the package: San Pedro

Creek Improvements Project. All Supplemental Information and Proposals

must be received in SARA no later than 10:00 a.m. central time as shown on

the clock located behind the receptionist desk in the main lobby of the

building, on the appropriate date listed in Section XIV, at the address below.

Any Supplemental Information or Proposal received after this time will not be

considered.

Mailing Address:

San Antonio River Authority

Attn: Purchasing Agent

100 East Guenther Street

San Antonio, Texas 78204

Proposals sent by facsimile or email will not be accepted.

X – Proposal Format

A. Proposal Format: Each proposal shall include only the information required

under VII – Proposal: Fees, Prices and Related Terms. Proposals shall be

typewritten and submitted on 8 ½” x 11” white paper inside a three ring

binder. Font size shall be no less than 12 point type. All pages shall be single

spaced and printed on one side only. Margins shall be no less than ¾” around

the perimeter of each page. Proposals shall be limited to a maximum of thirty

(30) pages. Each page shall be numbered. Each proposal must include the

sections and attachments in the sequence listed in Section VII – Proposal:

Fees, Prices and Related Terms and each section and attachment must be

indexed and divided by tabs and indexed in a Table of Contents page. Failure

to meet the above proposal submission conditions may result in

disqualification of the Offeror.

B. Offerors’ proposals shall correctly reveal, disclose, and state the true and

correct name of the individual, proprietorship, corporation, and/or

partnership (clearly identifying the responsible general partner and all other

partners who would be associated with the contract, if any). No nick-names,

abbreviations (unless part of the legal title), shortened or short-hand, or local

"handles" will be accepted in lieu of the full, true and correct legal name of

the entity. These names shall comport exactly with the corporate and

franchise records of the Texas Secretary of State and Texas Comptroller of

Public Accounts. Individuals and proprietorships, if operating under other

than an individual name, shall match with exact Assumed Name filings.

Corporations and limited liability companies shall include the firm’s correct


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11-digit Comptroller's Taxpayer Number on the signature page of the

Proposal.

C. A proposal may be rejected if an entity is found to have incorrectly or

incompletely stated its name or failed to fully reveal its identity on the

signature page of its proposal.

D. All provisions in an Offeror’s proposal shall remain valid for ninety (90) days

following the deadline date for submissions or, if a proposal is accepted,

throughout the entire term of the contract.

E. All proposals become the property of SARA upon receipt and will not be

returned. Any information deemed to be confidential by Offeror should be

clearly noted as such on the page(s) where confidential information is

contained; however, SARA cannot guarantee that it will not be compelled to

disclose all or part of such information as a part of a public record under the

Texas Public Information Act, because information claimed by an Offeror to

be confidential may not be considered confidential under Texas law.

F. Any cost or expense incurred by an Offeror in preparation of the Proposal, to

attend any Pre-Proposal conference or interview, or otherwise associated with

any phase of the selection process, shall be borne solely by the Offeror.

XI – Restrictions on Communication

Offerors are prohibited from communicating with SARA staff regarding the RFP or

proposals, with the following exceptions:

A. Questions concerning substantive RFP issues shall be directed, in writing only,

to the Purchasing Department, at [email protected]. Verbal questions

and explanations are not permitted other than for general non-substantive

issues or as may be described by this section and during interviews, if any.

No inquiries or questions will be answered if received after 4:00 p.m. on April

15, 2016, to allow ample time for distribution of answers and/or amendments

to this RFP. Offerors wishing to receive copies of the answers to posed

questions must notify SARA’s Contact Person in writing prior to the date and

time the written questions are due.

B. An Offeror shall not contact employees or representatives of SARA, Bexar

County, the City of San Antonio, or any member of SARA’s design team for

the Project, or any other representative of any public authority who is a

stakeholder in the Project, before an award has been made, except as

expressly permitted by this RFP. Violation of this provision by Offeror may

lead to disqualification of its proposal from consideration.

C. Currently contracted vendors may communicate with SARA staff in order to

continue working on active matters, but such communications shall not

include discussions regarding this RFP.

D. SARA reserves the right to contact any Offeror for clarification after proposals

are opened; provided, however, the seeking of such clarification shall be

sought prior to, and shall not be considered, commencement of negotiations.


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XII – Amendments to RFP

Should an addendum or amendment to this RFP become necessary, it will be posted at

sara-tx.org under “Contracting Opportunities.” It is the sole responsibility of the Offerors

to check this website for amendments. An Offeror who does not have access to the

internet must notify SARA’s Purchasing Agent to inquire and request alternate

arrangements.

XIII - Award of Contract and Reservation of Rights

A. This RFP does not commit SARA to enter into a Contract, or to award any

services related to this RFP, nor does it obligate SARA to pay any costs

incurred in preparation or submission of a proposal or in anticipation of

execution of the Contract.

B. The Contract is to be negotiated with and awarded to the Offeror whose

Proposal(s) will provide best value to SARA based upon the SARA’s ranking

of the Offeror Evaluation Criteria published in the RFP, as determined by

SARA’s selection committee.

C. SARA reserves the right at any time to reject any or all proposals received

from the Offerors in response to this RFP, to waive informalities and

irregularities in any proposal received, and/or remedy technical errors in the

RFP process. SARA also reserves the right at any time to terminate this

procurement, and issue another solicitation for the Project.

D. By submission of its proposal, Offeror represents and warrants that it will

execute a Contract with SARA in substantially the same form that will be

subsequently provided by addendum to this RFP. The form of Contract will

be made available to Offerors for their review in advance of their submission

of proposals. The Contract, upon the successful conclusion of negotiations,

shall be executed by the successful Offeror and returned to SARA for its

acceptance within five (5) business days after notice of award and

presentation of the Contract. No work shall commence until after the Contract

has been fully executed by the Offeror and SARA, and only after Offeror has

fulfilled the requirements for insurance and bonding required by the Contract.

Contract documents are not binding on SARA until executed by SARA’s

General Manager. If SARA determines that it cannot negotiate a satisfactory

Contract with a selected Offeror, SARA may formally end negotiations with

that Offeror and proceed to negotiation of a Contract with the next most

highly ranked Offeror. SARA reserves the right at any time to terminate

negotiations with any Offeror and commence negotiations with the next most

highly ranked Offeror, or to terminate this procurement.

E. Conflicts of Interest. Offeror acknowledges that it is informed that the Offeror

is required to warrant and certify that it, its officers, employees and agents

are neither officers nor employees of SARA, as defined in SARA’s Ethics Code.

http://www.sara-tx.org/


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F. Independent Contractor. Offeror understands and agrees that the Offeror

(including all persons designated by it to provide services on behalf of

Offeror in connection with the Contract), shall be deemed to act in the

capacity of an independent contractor, responsible for its own means,

methods, actions or omissions in the performance of the Contract. SARA

shall in no way be responsible for Offeror’s means, methods, actions or

omissions in the performance of the Contract. A party to the Contract shall

have no authority to bind the other party to any obligation or commitment,

or to hold out to third parties that it has such authority.

XIV – Schedule of Events

Following is a list of action dates with respect to this RFP:

ACTIVITY DATE

Step-two RFP Issued

(for selected CMAR Firms)

March 25, 2016

Deadline for Inquiries or Questions

pertaining to Section VI – Supplemental

Information to be provided before

submission of proposal

April 8, 2016, at 4:00 p.m.

Contract Issued for Review April 8, 2016, at 5:00 p.m.

Section VI - Supplementary Information

Due (Delivered in sealed envelopes)

April 13, 2016, 4:00 p.m.

Deadline for Inquiries or Questions

pertaining to Section VII – Proposal: Fees,

Prices and Related Terms

April 15, 2016, at 4:00 p.m.

Interviews April 20, 2016

Section VII - Proposals Due (Delivered in

sealed envelopes)

April 21, 2016, 10:00 a.m.

Public Opening of Proposals (fees and

prices and additional service rates to be

read aloud)

April 21, 2016 10:30 a.m.

Commencement of Contract Negotiations Date to be announced after review of all

Offerors’ proposals

XV – Additional Provisions

A. Ownership and Licenses. In accordance with Texas law, Offeror acknowledges

and agrees that all records created or received by local government in the

transaction of official business, or the creation or maintenance of which were


14

paid for with public funds, are declared to be public property and subject to

the provisions of Chapter 201 of the Texas Local Government Code and

Subchapter J, Chapter 441 of the Texas Government Code. Thus, no such

local government records produced by or on the behalf of Offeror pursuant

to this Contract shall be the subject of any copyright or proprietary claim by

Offeror.

The term “local government record” as used herein shall mean any

document, paper, letter, book, map, photograph, audio or video recording,

microfilm, magnetic tape, electronic medium, or other information recording

medium, regardless of physical form or characteristic and regardless of

whether public access to it is open or restricted under the laws of the state,

created or received by local government or any of its officers or employees

pursuant to law including an ordinance, or in the transaction of official

business.

Offeror acknowledges and agrees that all local government records, as

described herein, produced in the course of the work required by any contract

awarded pursuant to this RFP, will belong to and become the property of

SARA. Offeror, if awarded this contract, will be required to turn over to SARA,

all such records as required by said contract. Offeror, if awarded this contract,

shall not, under any circumstances, release any records created during the

course of performance of the Contract to any entity without SARA’s written

permission, unless required to do so by a Court of competent jurisdiction.

Upon completion, SARA shall own and retain the original, including

reproducible copies of the Offeror’s documents and reports, including CAD

documents and all documents in electronic media. Authorization to use,

reuse, modify, or to utilize any such documents for any purpose in addition

to the intended purposes stated above shall not be unreasonably withheld by

an Offeror. SARA agrees to waive any claim against the Offeror arising from

any unauthorized reuse or modification of the documents by SARA.

Submission or distribution of documents to meet official regulatory

requirements or for other purposes in connection with the Project is not to be

construed as publication in derogation of SARA’s rights.

In accordance herewith, Offeror, if selected, agrees to comply with all

applicable federal, state and local laws, rules and regulations governing

documents and ownership, access and retention thereof.

B. Certifications. Offeror warrants and certifies that Offeror and any other person

designated to provide services hereunder has the requisite training, license

and/or certification to provide said services, and meets all competence

standards promulgated by all other authoritative bodies, as applicable to the

services provided herein.

C. Performance and Payment Bonds. If selected, Offeror shall provide

performance and payment bonds in favor of SARA as the named obligee, in

the form required by the Contract, and executed by a corporate surety

acceptable to SARA who is licensed pursuant to the Texas Insurance Code.

Said bond must be in a form acceptable to SARA. Said bond shall further

provide that the surety shall indemnify the Obligee for all damages or losses

resulting from the Principal’s default. Said bond shall further guarantee the


15

Principal’s performance of all terms and obligations under the Contract. Said

bond must have attached thereto a Power of Attorney as evidence of the

authority of the person executing the bond to bind the surety. This bond must

be furnished in compliance with the statutory requirements of the Texas

Government Code, chapter 2253. The bond must be executed and delivered

to SARA prior to commencement of work under the Contract.

D. Intellectual Property. If selected, Offeror agrees to abide by the following

regarding intellectual property rights:

Offeror shall provide to SARA a perpetual, non-exclusive, royalty-free

license to use any and all proprietary copyrights, patents, materials and

methods or other intellectual property rights of the Offeror that is

reasonably necessary to use, manage, maintain, repair, own, operate or

convey any interest in the Project, and Offeror shall pay all royalties and

licensing fees necessary for this purpose. Offeror shall hold SARA harmless

and indemnify SARA from the payment of any royalties, damages, losses or

expenses including attorney's fees for suits, claims or otherwise, growing

out of infringement or alleged infringement of copyrights, patents, materials

and methods or other intellectual property used in connection with the

Project. Offeror shall defend all suits for infringement of any Intellectual

Property rights. Further, if Offeror has reason to believe that the use of any

design, service, process or product specified is an infringement of an

Intellectual Property right, it shall promptly give such information to SARA.

Upon receipt of notification that a third party claims that the program(s),

hardware or both the program(s) and the hardware infringe upon any

United States patent or copyright, Offeror will immediately take action to:

a) obtain, at Offeror's sole expense, the necessary license(s) or

rights that would allow SARA to continue using the programs,

hardware, or both the programs and hardware, as the case may

be; or

b) alter the programs, hardware, or both the programs and

hardware so that the alleged infringement is eliminated; and

c) reimburse SARA for any expenses incurred by SARA to

implement emergency backup measures if SARA is prevented

from using the programs, hardware, or both the programs and

hardware while the dispute is pending.

Offeror further agrees it shall:

a) assume the defense of, and indemnify and hold harmless, any

public trustee, director, employee, representative, successor or

assign of SARA, Bexar County or the City of San Antonio, and

any other public stakeholder participating in any way in the

Project, from and against any claim, suit, or proceeding brought

against them as indemnitee(s), with counsel reasonably

acceptable to each such indemnitee, for infringement of any

patent or copyright arising from the use and/or sale of such

copyrights, patents, materials and methods or other intellectual

property used in connection with the Project;


16

b) assume the expense of such defense, including costs of

investigations, reasonable attorneys' fees of counsel reasonably

acceptable to such indemnitee(s), expert witness fees, and any

other litigation-related expenses; and

c) indemnify such indemnitee(s) against any monetary damages

and/or costs awarded in such suit.

That the foregoing notwithstanding, the Offeror shall be entitled to:

1) reasonable participation in and control of all negotiations relative to the

settlement thereof, but that Offeror agrees to consult with legal counsel

for such indemnitee(s) during such defense or negotiations and make

good faith effort to avoid any position adverse to their interests;

2) that the Software or the equipment that is the source of the

infringement claim against the indemnitee(s) is in the same form, state,

or condition as delivered by Offeror or as modified with the agreement

of consent of Offeror;

3) that the liability claimed shall not have arisen out of the

indemnitee’s(indemnitees’) intentional act or omission; and

4) that the indemnitee(s) promptly provide Offeror with written notice

within 15 days following the formal assertion of any claim with respect

to which SARA asserts that Offeror assumes responsibility under this

section; provided that the failure to give such notice shall not be fatal

to the rights granted to the indemnitees hereunder if the failure to give

such notice does not prejudice the opportunity to defend the

indemnitees against such claim, suit, or proceeding.

E. Submission of Insurance Policies. If an Offeror is selected by SARA for

contract negotiation purposes, the Offeror shall, within 24 hours of receipt of

notice of such selection, electronically submit true and complete copies of the

Offeror’s policies of insurance in electronic form by emailing complete copies

of such policies to SARA’s outside counsel, Richard L. Reed and Adam J.

Richie, of Coats|Rose, P.C., at [email protected] and

[email protected]. The submitted policies of insurance shall be

restricted to review by SARA’s outside legal counsel, Coats|Rose, who will

conduct the review solely for the purpose of providing SARA legal advice as

to whether such policies meet SARA’s insurance requirements included in

Exhibit E.

As an inducement to allow such review, SARA will instruct its outside legal

counsel to refrain from disclosing or providing to any third party access to

such insurance policies or the specific terms or conditions thereof, without

the express prior written consent of the Offeror. An Offeror may claim

confidentiality with respect to its submitted insurance policies in order to

attempt to protect the same against disclosure under Chapter 552 of the

Texas Government Code (“Texas Public Information Act”). Provided an

Offeror makes such a claim of confidentiality, SARA and its outside counsel

will act in accordance with applicable laws in the event a public information

request for such insurance policies is received by SARA.


17

An Offeror who fails or refuses to produce its insurance policies for such

independent insurance review may in SARA’s sole discretion be immediately

disqualified from further consideration. In addition, upon conducting such

review, if SARA’s outside legal counsel determines that such policies contain

deficiencies causing such policies to fail to comply with the insurance

requirements included in Exhibit E, the Offeror shall, by submission of its

response to this RFP, be deemed to have agreed to reimburse to SARA all

costs and fees of its outside legal counsel relating to the identification and

resolution of any such policy deficiencies, and the evaluation of any proposed

modifications or special endorsements to any such policy to achieve

compliance with SARA’s insurance requirements prior to execution of the

Construction Manager-at-Risk Agreement.


18

Exhibit A

to San Antonio River Authority

Request for Proposal for

San Pedro Creek Improvements Project

OFFEROR’S PROPOSED FEES AND PRICES

SEE NEXT PAGES FOR EXHIBIT A

AND

ELEMENTS OF CONSTRUCTION MANAGER’S FEES ATTACHMENT 1 TO EXHIBIT A


19

Exhibit A




OFFEROR’S PROPOSED FEES AND PRICES

The following terms apply to Offeror’s proposed fees and prices for in connection with

its Proposal:

“Construction Services” shall mean all Construction Manager’s services required

to be performed during construction of the Project and following completion

thereof, but excluding the cost of Construction Manager’s labor and supervision

to self-perform work pursuant to competitive bids as allowed by law and the

Contract).

“Construction Services Fee” shall mean the Construction Manager’s fixed fee

for the performance of the Construction Services by Construction Manager’s

field indirect staff, and related costs for such staff for construction of the

Project, as shown on the Elements of Construction Manager’s Fees (Attachment

1). Any so called “general conditions” costs that are identified as Construction

Services on the Elements of Construction Manager’s Fees (Attachment 1) shall

only be included in the Construction Services Fee and not in the Cost of the

Work.

“General Administrative Fee” means that portion of the Construction Manager’s

fees for general home office support, overhead and profit, as shown on the

Elements of Construction Manager’s Fees (Attachment 1).

“Pre-Construction Services” means those Services to be performed in advance

of construction throughout the various phases of the Project, as shown on the

Elements of Construction Manager’s Fees (Attachment 1), including the

Programming, Schematic Design, Design Development, Construction

Documents and bidding, for all Work on the Project. Pre-Construction Services

may overlap Construction Services for certain Phases of the Project.

“Pre-Construction Services Fee” means the Construction Manager’s fixed fee

for all administrative, supervisory, and management personnel costs, and all

overhead and onsite costs and expenses for any items of equipment,

consumables or supplies, to be incurred by the Construction Manager in the

performance of Pre-Construction Services, which shall be categorically

identified on the Elements of Construction Manager’s Fees (Attachment 1).


20

Pursuant to SARA RFP, the undersigned Offeror hereby proposes to be compensated

in the fixed fee amounts shown below for each of the following:

1. PRE-CONSTRUCTION SERVICES FEE $_________________.00

2. CONSTRUCTION SERVICES FEE $_________________.00

3. GENERAL ADMINISTRATIVE FEE $_________________.00

TOTAL OF CONSTRUCTION MANAGER’S FEES $_________________.00

Offeror’s proposed fees and prices are itemized and detailed pricing information in

Attachment 1, titled “Elements of Construction Manager’s Fees.”

Offeror’s Additional Service Rates for approved additional services of Construction

Manager’s staff personnel, inclusive of all markups or charges for labor burdens,

overhead, profit, taxes, and other costs related to the time and use of such personnel,

is attached hereto.

Check only one of the following:

____ Offeror has no exceptions to the Contract.

____ Offeror’s fees and prices are subject to negotiation of only those

exceptions marked in the attached redline to the Contract, as required by

the RFP.

The undersigned offeror hereby submits its Proposed Fees and Prices subject to and

in accordance with the requirements of SARA’s RFP No. _____.

Offeror’s Proposed Fees and Prices shall remain firm and open for acceptance for a

period of ninety (90) days following the date established in the RFP for submissions

proposals, and throughout the term of the Contract, if accepted.

OFFEROR: ____________________________

By: ____________________________

Printed Name: ____________________________

Title: ____________________________

Date: ____________________________

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LINE COST CATEGORY

1 CM Management and Supervision Personnel

Show bare costs of workers, benefits are to

be listed separately below.

2

3 Home Office Personnel

4 Clerical Services X

5 Cost Accounting including Audit Staff X

6 Estimating Services $

7 Safety Management Services X

8 Information Systems X

9 Project Information Systems $ $

10 Insurance Administrative Services X

11 Legal Services X

12 Local, Regional, Home Office or National Executives X

13 Project Executive $ $

14 Purchasing/Procurement Services $

15 Security Planning Services $

BIM Manager $ X $

16 SMWBE Services $ $

17 Field Office Personnel

Field office categories are for pricing

evaluation purposes according to function,

e.g. a CM's Project Engineer who also

performs cost accounting services can show

$0 for Project Cost Accounting and simply

note function is combined with Project

Engineer's functions.

18 Project Director/Project Executive $ $

Attachment 1 to Exhibit A

Elements of Construction Manager's Fees

CONSTRUCTION

MANAGEMENT

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For Future Reference Only

- To be determined according to bid

package at time of GMP Proposal

Attachment 1 to Exhibit A - Elements of Construction Manager's Fee - Construction Manager at Risk Agreement

San Antonio River Authority San Pedro Creek Improvements Project

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19 Project Cost Accounting $

20 Project Estimator $ $

21 Project Engineer $ $

22 Project Manager (all levels) $ $

23 Project Site Clerical Services $ $

24 Coordinators - Mechanical, Electrical $ $

25 Field Engineer (line and grade) $ $

26 Medical Equipment Coordinator $ $

27 Scheduling Engineer $ $

28 Office Engineer $ $

29 Rodman $ $

30 Safety Staff $

31 Superintendents - Area, General, Interiors, etc. $ $

32 Support Staff $ $

33 System Engineer/Commissioning $ $

34 Temporary Management/Clerical Personnel $ $

35 All other non-project site Management Labor not delineated above X

36 Subtotal Bare Labor

37 Employee Benefits (included in burden rate) $ X$

Submit spreadsheet of employee benefits

38 Delineated Benefits (not to be included above)

39 Relocation Expense $ $

40 Travel to Local, Regional, Home or National Office X

41 Daily travel to and from site from domicile X

42 Project related travel not included above $ $

43 Subsistence/Living Expense $ $

44 Incentives/Bonuses/Stock/Dividends X



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45 Training Seminar Fees/Travel/Accommodations X Not specifically required by the owner

46 Time spent at Training/Seminars X Not specifically required by the owner

47 Personal Communications Devices/Computers/Phones $ $

48 Vehicles - Automobile and Trucks - Field Staff $ $

49 Vehicles - Automobile and Trucks - Local, Regional, Home or National Office Staff$ X $

50 Vehicles - Other for use by CM on site $ $

51 CM Office Overhead-CM Local, Regional, Home and National

52 Income, Real and Personal Property Taxes X

53 Utilities X

54 Philanthropic, Political and other Contributions X

55 Depreciation X

56 Real and Personal Property Rent X

57 Interest on Capital X

58 Insurance X

59 Marketing and Other Support Staff X

60 All other expenses X

61 CM Self Perform Management Labor

62 Coordinators - Mechanical, Electrical X

63 Elevator Operator X

64 Field Engineer X

65 Level & Transit X

66 Medical Equipment Coordinator X

67 Office Engineer X

68 Project Engineer X

69 Project Manager/Director X

70 Rodman X

71 Safety Staff X



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72 Scheduling Engineer X

73 Superintendents - Area, General, Interiors, etc. X

74 Support Staff X

75 Temporary Personnel X

76 Truck Driver X

77 Watchman X

78 All other Field Labor not itemized above X

79 Other Benefits not included above: X

80 Relocation Expense X

81 Travel to Local, Regional, Home or National Office X

82 Daily travel to and from site from domicile X

83 Subsistence/Living Expense X

84 Incentives/Bonuses/Stock/Dividends X

85 Training/Seminar Fees X

86 Time spent/Expenses at Training/Seminars X

87 All other benefits X

88 Miscellaneous

89 Cleanup

90 Final Cleaning X

91 General Cleaning X

92 Glass Cleaning X

93 Site and Street Cleaning X

94 Trash Hauling X

95 Computer Software Purchase/Licenses $ $ If specifically required by Owner

96 Contractor's Licenses X

97 Conventional Phone Equipment $ $

98 Copying - Home Office X



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99 Copying - Field Office $ $

100 Data and Telephone Service $ $

101 Data Processing Charges - Home Office X

102 Delivery Services, Couriers $ $

103 Drug Testing - CM Personnel X

104 Drug Testing - Field Personnel X

105 Field Engineering Supplies and Equipment- CM $

106 Field Engineering Supplies and Equipment- Self Perform X

107 Fire Extinguishers and Safety Equipment X

108 First Aid Equipment X

109 Water, Ice and Cups X

110 Coffee, soft drinks, etc. X

111 ID Badges X

112 Mainframe/Mini Computers/Work Stations/Servers - Home Office X

113 Work Stations/Servers - Job Site $

114 Memberships/Dues/Project Fees (AGC, ABC, all other) X

115 Office Furniture/Office Equipment Rental (Fax, Copier) $ $

116 Office Supplies $ $

117 Pagers X

118 Personal Protective Equipment X

119 Personal Computers/Printers - Job Site $

120 Personal Computers/Printers - Home Office X

121 Special Jobsite Computers (BIM Workstation, P6 Server, etc.) X

122 Postage $ X $

123 Printing (convenience) $ X $

124 Printing (Construction Document sets) X



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125 Progress Photos, Videos, Aerials, etc. X Must be specifically approved in advance by Owner.

126 Radios, Radio Phones $

127 Small Tools and Consumables X

128 Shuttle Services and Parking - Field Labor X

129 Shuttle Services and Parking - Management Personnel $ $

130 Training Films, Tapes X

131 Training Seminar Fees/Travel/Accommodations X

132 Time spent at Training/Seminars X

133 Travel specifically required by Owner X

134 Field Office including Set Up/Rent/Remove $ $

135 Field Office Utilities $ $

136 CM Office Overhead-CM Local, Regional, Home and National

137 Income, Real and Personal Property Taxes X

138 Utilities X

139 Philanthropic, Political and other Contributions X

140 Depreciation X

141 Real and Personal Property Rent X

142 Interest on Capital X

143 Insurance X

144 Marketing and Other Support Staff X

145 All other expenses X

146 CM Profit X

147 Bonds-Construction

149 Payment Bond $



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150 Performance Bond See NOTE A

$

NOTE A - Cost of any security facility in excess of

CM's bonds and insurance (e.g. subcontractor default

insurance) must be included in General

Administrative Fee

152 Insurance-Construction

153 Builders Risk $

154 General Liability $ A = Provide Cost if required by your company policy.

155 Excess Liability $No additional cost will be allowed unless entered

here.

156 Workers Compensation $ Enter Zero if no cost. No entry means no cost.

157 All other customarily required Insurance $

SUBTOTAL $ $ $

FEE CONTINGENCY $ $ $

TOTAL $ $ $ $ $ $

$




21

Exhibit B




OFFEROR’S ADDITIONAL SERVICE RATES


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Exhibit C




OFFEROR’S REPRESENTATIONS AND WARRANTIES

Offeror, by submission of its proposal, and after review of the Contract, agrees to the

following representations and warranties to SARA:

1. The Offeror, after considering the advice and input of its legal, insurance and

other business advisors to evaluate the risks and responsibilities to be assumed

by the Offeror if selected to perform the services to be procured under this RFP,

has thoroughly examined, and understands, all terms of this RFP, the Contract,

and all other documents included therewith or referenced therein.

2. The Offeror has undertaken a thorough and careful review and examination of

its insurance programs to resolve any deficiencies in advance of submission of

its response to this RFP. Further, Offeror has carefully reviewed its insurance

program and determined that its insurance policies comply with SARA’s insurance

requirements included as Exhibit E to this RFP. The Offeror will submit its policies

of insurance for independent review in accordance with Paragraph XV.E if

selected by SARA for contract negotiation purposes.

3. Offeror will be able to propose and commit to GMP pricing for all Phases of the

Project that will allow for timely completion of construction of the entire Project

within the available Project budget of $150.0 million.

4. The Offeror will be able to propose and commit to GMP pricing for Phases 1 and

2 of the Project that allow for timely completion of construction of such Phases

within a construction cost limitation of $97.8 million.

5. The Offeror will be able to propose and commit to GMP pricing for Phases 3 and

4 of the Project that allow for timely completion of construction of such Phases

within a construction cost limitation of $52.2 million.

6. The Offeror will promptly advise SARA in writing of any facts or changed

circumstances arising after submission of its proposal that may make any

information, statement, or representation made by Offeror’ no longer true,

accurate, complete or correct.

7. The Offeror in all respects is, and shall remain, in compliance with all applicable

laws, rules, regulations related to the performance of the services sought by this

RFP and as described in the Contract.


23

8. All persons designated by Offeror to provide the services sought by this RFP has

and shall have the requisite training, license and/or certification to provide such

services, and meet all applicable competency standards.

9. Offeror has not contacted any SARA employees, or any member of the design

team for the Project, or any other representative of any public authority who is

a stakeholder in the Project, to discuss, influence or otherwise affect this

procurement except as expressly permitted by the RFQ and this RFP.

10. None of Offeror’s directors, officers, employees and agents have any relationship

with SARA as a SARA officer, employee or representative in violation of SARA’s

Ethics Code.

11. Offeror has not entered into any agreement with, or consulted with, any member

of SARA’s design team members in the preparation of its proposal.

12. All information, statements, and representations included in Offeror’s submission

in response to the Request for Qualifications are true, accurate, complete and

correct.

13. All information, statements, and representations included in Offeror’s proposal in

response to this Request for Proposal are true, accurate, complete and correct.

14. By the submission of its proposal in response to this RFP, and to the maximum

extent permitted by law, the Offerors consent to all the terms and conditions of

this RFP and the RFQ, accept without limitation the procurement processes set

forth therein, and waive any and all claims against SARA arising out of or related

to the procurement process used herein, including but not limited to the process

described herein for evaluation and ranking of the Offerors.

________________________

Printed Name of Offeror

By:_________________________(Signature) Date: _____________

Title: ______________________


24

Exhibit D


Request for Proposal San Pedro Creek Improvements Project

OFFEROR’S CONTRACT EXCEPTIONS

[OFFEROR TO INSERT HARD COPY OF MARKED CONTRACT AND FLASH DRIVE WITH ELECTRONIC COPY OF

REDLINED CHANGES, IF ANY]


25

Exhibit E



OWNER’S REQUIREMENTS OF INSURANCE

NOTE: YOU ARE STRONGLY ENCOURAGED TO IMMEDIATELY DELIVER THIS

DOCUMENT TO YOUR LEGAL AND INSURANCE ADVISORS.

ANY INSURANCE QUESTIONS SHOULD BE DIRECTED IN WRITING TO

PURCHASING AGENT, VIA EMAIL: [email protected]

1.01 Commencing on the Effective Date, the Construction Manager shall, at its own

expense, purchase, maintain and keep in full force and effect such lines of

insurance coverage as will protect Construction Manager, Owner, and the Owner

Group from claims which may arise out of or result from Construction Manager’s

Services or Work, regardless of whether the Services or Work are performed by

Construction Manager, Construction Manager Personnel, or by anyone directly or

indirectly employed by any of them or by anyone for whose acts any of them

may be liable (including at a minimum the following minimum insurance

coverages and limits; provided, however, if other Contract Documents require

insurance coverage or minimum limits that are greater than those listed below

in this Exhibit, the minimum limits in the other Contract Documents shall control

and shall be provided by Construction Manager). For purposes of this Exhibit

(Owner’s Requirements of Insurance), the term “Owner Group” means the San

Antonio River Authority, Bexar County, and each of their respective officials,

directors, employees, representatives, and volunteers.

1.02 Construction Manager represents and warrants it has carefully reviewed its

insurance program with its legal and risk advisors and has determined its

insurance policies comply with the insurance requirements in this Agreement,

and further acknowledges a continuing obligation to ensure its insurance policies

remain compliant herewith. Within 24 hours of a written request by Owner,

Construction Manager shall submit in electronic form for independent review by

Owner’s consultants, true and complete certified copies of Construction

Manager’s policies of insurance, and include therewith the certification letter for

each policy provided by Construction Manager’s broker, agent, or its applicable

insurance carrier representative. In addition, upon conducting such review, if

Owner’s consultants determine Construction Manager’s insurance policies

contain deficiencies that cause such policies to fail to comply with the

requirements of this Agreement, Construction Manager agrees to reimburse

Owner for all costs and fees of its consultants incurred in attempting to resolve

such policy deficiencies by modification or special endorsement thereof. Owner’s

review of Construction Manager’s policies of insurance shall in no way excuse

Construction Manager from any of the requirements set forth herein. In the

event Owner enters into contract with the Construction Manager before any such

deficiencies are resolved, Owner does not waive, but explicitly reserves, the

right to bring, after (i) the occurrence of any loss or damage for which insurance


26

is required hereunder, or (ii) after the denial of a claim for coverage for such loss

or damage, an action or Claim against Construction Manager to recover directly

from Construction Manager any damages, including attorneys fees and other

costs, Owner incurs as a result of Construction Manager’s failure to secure and

maintain the insurance required hereunder. Construction Manager acknowledges

and agrees that any period of limitations shall not begin to run or, alternatively,

shall be tolled until the time of the later of such occurrence or denial.

1.03 Statutory Worker’s Compensation and Employer’s Liability Insurance with

minimum limits of not less than indicated below. This insurance is to cover

liability arising out the Construction Manager’s employment of workers and

anyone for whom the Construction Manager may be liable for workers’

compensation claims. Worker’s compensation insurance is required and no

“alternative” form of insurance is permitted. Construction Manager shall require

Subcontractors to provide Workmen’s Compensation and Employer’s Liability

Insurance with the same minimum limits. The policy must be in the name of the

Construction Manager and contain an endorsement naming Owner as the

Alternate Employer.

1. By execution of the Agreement, Construction Manager thereby certifies,

pursuant to Tex. Lab. Code, §406.096(a), that A/E provides workers’

compensation and employers’ liability insurance for all employees

employed on this public project with limits of not less than those required

below.

2. As per Tex. Lab. Code §406.096(b), Construction Manager shall require

each Subcontractor to certify in writing to the Construction Manager that

said Subcontractor provides workers’ compensation and employers’

liability insurance for all of Subcontractor’s employees employed on this

public project. Construction Manager shall forward said certifications to

Owner within ten (10) days of the Effective Date of the Agreement.

3. The policy must include an Other States Endorsement to include the State

of Texas if Construction Manager’s business is domiciled outside the State

of Texas.

4. The state in which the Work is to be performed must be listed under Item

3.A. on the Information Page of the policy.

5. Employees leased through a Professional Employment Organization

(“PEO”) are not permitted.

6. United States Longshore and Harbor Workers (“USL&H”) insurance

coverage must be provided listing Texas as a state in which Work is to be

performed.

7. Pursuant to Section 1.12 below, Construction Manager agrees to waive

its rights of recovery and shall cause this insurance to be endorsed to

waive all rights of subrogation in favor of Owner Group on form WC 42

03 04.


27

Required Minimum Limits of Coverage – Statutory limits, with Employer’s Liability

Coverage as follows:

Bodily Injury by Accident $1,000,000.00

Bodily Injury by Disease Each Employee $1,000,000.00

Bodily Injury by Disease Policy Limit $1,000,000.00

1.04 Commercial General Liability (“CGL”) Insurance with minimum limits of coverage

not less than those indicated below, written on the most current commercially

available edition of the ISO CG 00 01 coverage form, and shall include Owner

Group as additional insureds on its CGL and Excess Liability policies on a

combination of unmodified ISO endorsements CG 20 10 10 01 and CG 20 37 10

01, or manuscripted endorsements identical thereto. Pursuant to Section 1.11,

below, this insurance shall be endorsed to provide primary and noncontributing

liability coverage by ISO CG 20 01 04 13. Such policy shall contain no exclusions,

limitations, endorsements or policy forms unacceptable to the Owner, including

but not limited to the following coverage exclusions and limitations:

1. Liability assumed by Construction Manager under a written agreement,

including any contractual liability limitation endorsement restricting

coverage to only liability that would exist in the absence of a contract,

such as the ISO CG 21 39 or its equivalent, or any amendment of insured

contract definition endorsement such as the ISO CG 24 26 or its

equivalent;

2. Explosion, collapse, underground property damage, blasting, blowouts,

cratering, or the like, including any Explosion, Collapse And Underground

Property Damage Hazard endorsement such as the ISO CG 21 42 or ISO

CG 21 43 endorsements, or their equivalent;

3. Cross-liability on claims between any insureds, other than claims between

named insureds;

4. Injury to independent contractors and employees of independent

contractors;

5. Any exclusion relating to damage to work performed by Subcontractors

on behalf of Construction Manager such as the ISO CG 22 94 or ISO CG

22 95, or their equivalent;

6. Any type of classification or business description limitation endorsement;

7. Any type of endorsement excluding coverage for construction defects in

the completed operations phase;

8. Any type of endorsement modifying the employer’s liability exclusion;

9. Any type of habitational or residential exclusion;

10. Any type of punitive, exemplary or multiplied damages exclusion;


28

11. Any type of subsidence exclusion if the Construction Manager is engaged

in any type of earth movement work, including but not limited to soil

compaction, fill, or installation of storm or sewer drains; or

12. Any other exclusion or limitation reasonably unacceptable to Owner.

The CGL policy shall at a minimum include the following coverages:

1. Bodily injury and Property damage on an “Occurrence” basis

2. Premises & Operations Liability

3. Construction Manager agrees to maintain Products-Completed Operations

coverage with respect to the Work performed under the Agreement in

coverage, form and amount, including required endorsements, strictly

compliant with the terms and conditions set forth herein for the later of

ten years after Substantial Completion or until expiration of the statute

of repose. Construction Manager shall provide a written representation

to Owner stating the date of Substantial Completion.

4. Personal and Advertising Injury Liability, with contractual liability

exclusion removed from this coverage part.

5. Electronic Data Liability coverage under an endorsement equal to ISO CG

04 37 with a minimum sublimit of liability equal to the minimum amount

required hereunder for the CGL policy.

6. The policy shall include ISO endorsement CG 2503, Designated

Construction Projects General Aggregate Limit, or its equivalent.

7. Pursuant to Section 1.12 below, Construction Manager agrees to waive

its rights of recovery and shall cause this insurance to be endorsed to

waive all rights of subrogation in favor of the Owner Group on ISO form

CG 24 04 05 09.

Minimum CGL limits of coverage required:

Each Occurrence: $2,000,000.00 General Aggregate: $4,000,000.00

Products & Completed Operations Aggregate $4,000,000.00

Personal and Advertising Injury $2,000,000.00

If the limits of coverage required above are below the actual limits of coverage

in Construction Manager’s primary commercial liability insurance policy, the

above required limits of coverage shall be deemed to be automatically increased

to the amount of such higher actual limits to avoid a gap in coverage that would

preclude coverage under the excess/umbrella policy for failure of the underlying

policy to exhaust its policy limits.

1.05 Business Automobile Insurance with the minimum limits of coverage not less

than shown below to cover damages because of bodily injury or property


29

damages caused by an accident and resulting from the ownership, maintenance

or use of: (i) any auto, including owned, hired and non-owned autos; and (ii)

any mobile equipment subject to compulsory insurance or financial responsibility

laws or other motor vehicle insurance laws. Additional Insured status shall be

provided in favor of Owner Group on ISO form CA 20 48 10 13. Pursuant to

Section 1.12 below, Construction Manager agrees to waive its rights of recovery

and shall cause this insurance to be endorsed to waive all rights of subrogation

in favor of the Owner Group on ISO form CA 04 4 10 13.

Combined Single Limit Bodily Injury & Property Damage $1,000,000.00

1.06 Excess Liability Insurance over Employers’ Liability, CGL, Commercial Automobile

Liability Policies, with the minimum limits of coverage not less than shown below

and with coverage that is primary and non-contributory to any other insurance

(primary, umbrella, contingent or excess) maintained by the Owner Group,

following form over and affording coverage no less broad than the coverage in

such underlying policies, including but not limited to: (i) additional insured status

for the Owner Group; (ii) designated construction project(s) general aggregate

limit; (iii) waiver of subrogation; and (iv) notice of cancellation. Such policy shall

contain no exclusions or limitations which are herein prohibited for any

underlying policy. The policy limits required herein may be provided by a

combination of primary and excess policies, but in no event shall the total limits

of liability available for any one occurrence or accident be less than the amount

required herein. Such coverage shall have the same inception date as the

commercial general liability and employer’s liability coverages. Drop-down

coverage shall be provided for reduction and/or exhaustion of underlying

aggregate limits.

Excess Liability Insurance (Per Claim and in the Aggregate) $50,000,000.00

1.07 Contractor’s Pollution Liability Insurance, having the minimum limits of coverage

not less than shown below, providing occurrence based coverage for all claims,

liabilities, damages, costs, fees, and expenses of any kind or character, including

but not limited to claims for bodily injury or death, property damage,

environmental or natural resource damage, and any civil fines, fees, civil

assessments or civil penalties or punitive, exemplary or multiplied damages

assessed by any governmental department, agency, commission or court, arising

out of any Pollution Condition(s) (as defined below) that is in any way related to

Construction Manager’s or Construction Manager Personnel’s operations, actions

or inactions, or completed operations associated with any Work performed by

Construction Manager or Construction Manager Personnel. If coverage is written

on a Claims Made & Reported Policy form, the policy retroactive date for prior

acts coverage shall be no later than the Contract Effective Date. The pollution

liability policy shall be continuously maintained for a period of 10 years after

completion of the project or termination of the agreement, whichever occurs

later; the Construction Manager’s purchase of an extended discovery period or

an extended reporting period will not be sufficient to comply with Construction

Manager’s obligations hereunder. Such insurance shall name the Owner Group

as Additional Insureds.

The Pollution Liability policy shall provide coverage for “sudden & accidental”

and gradual occurrences arising from the work performed under this Contract.

The Business Automobile Liability policy shall either be endorsed to provide

coverage under the ISO CA9948 endorsement (Broadened Pollution Liability


30

Coverage) and Motor Carrier Endorsement (MCS-90), or the Construction

Manager’s Contractor’s Pollution Liability policy shall be endorsed to provide

transportation coverage beyond the boundaries of the job site, if Construction

Manager’s activities involve hauling excavated spoil.

The Contractor’s Pollution Liability policy shall also include coverage for:

1. the full scope of the Construction Manager’s operations (on-going and

completed), as described in the Agreement;

2. losses arising from pollutants, including but not limited to fungus, bacteria,

biological substances, mold, microbial matter, asbestos, lead, silica and

contaminated drywall;

3. third party liability for bodily injury, property damage, clean up expenses,

and defense costs arising from the Construction Manager’s operations;

4. diminution of value and natural resources damages;

5. contractual liability; and

6. claims arising from Construction Manager’s use of any owned or non-owned

disposal sites arising out of the Construction Manager’s activities in

connection with the Agreement.

7. bodily injury to include physical injury, sickness, disease, death, mental

anguish, medical monitoring and emotional distress sustained by any person;

and

8. all costs that are related to or that arise out of or from the investigation or

adjustment of any claim or in connection with any court, arbitration,

mediation, state administrative hearing, or other proceeding of any kind,

including attorney’s fees, expert witness fees, costs, charges and expenses

of any kind or character, that arise out of or that are related to a Pollution

Condition(s).

Coverage under this policy shall include a 7-day minimum occurrence period for

emergency response costs.

The Pollution Liability insurance policy shall not include any type of exclusion or

limitation of coverage applicable to claims arising from:

1. insured vs. insured actions (however, an exclusion for claims made between

insureds within the same economic family is acceptable);

2. impaired property that has not been physically injured;

3. materials supplied or handled by the named insured; any exclusionary

language pertaining to materials supplied by the insured is subject to the

Owner’s review and approval;

4. property damage to the work performed by a contractor;

5. faulty workmanship as it relates to clean up costs;


31

6. punitive, exemplary or multiplied damages;

7. work performed by subcontractors; or

8. contractual liability incurred as a result of an injury to an employee of the

insured.

“Pollution Condition(s)” means the discharge, dispersal, release or escape of any

solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited

to, smoke, sewage, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical

waste, mold, silt, sedimentation, low-level radioactive material and waste

materials into or upon land, the atmosphere or any watercourse or body of water,

including groundwater, provided such conditions are not naturally present in the

environment in the amounts or concentrations discovered.

Pollution Liability Insurance

$25,000,000.00 Occurrence/$25,000,000.00 Aggregate

1.08 Professional Liability Insurance with the minimum limits of coverage not less than

shown below shall be provided by Construction Manager to cover the professional

liability arising out of or in connection with any negligent act, error or omission

of all Construction Manager Personnel, including all design professionals and any

non-professional Construction Manager Personnel, and all members of any

subconsultant firm or any joint venture or other firm of the Construction Manager

acting for, in combination with, on behalf of, or under the direction or control of

the Construction Manager in the performance of any Services required under this

Agreement, or arising from or in connection with the coordination, management

or oversight of such Construction Manager Personnel. This policy shall not

include any type of exclusion or limitation of coverage applicable to claims arising

from: (i) bodily injury or property damage where coverage is provided on behalf

of design professionals or subcontractors; (ii) habitational or residential

operations; (iii) pollution, mold and/or microbial matter and/or fungus and/or

biological substance; (iv) punitive, exemplary or multiplied damages; (v)

contractual liability caused by, related to, or arising from a negligent act, error

or omission of Construction Manager Personnel (or any limitation or exclusion

that restricts coverage to only liability that would exist in the absence of

contract); or (vi) design/build services.

Professional Liability Insurance

$10,000,000.00 Occurrence/$10,000,000.00 Aggregate

1.09 Cyber/Privacy Liability Insurance Policy with the minimum limits of coverage not

less than shown below shall be provided by the Construction Manager to cover

risk of loss to electronic data. The policy must include coverage for electronic

vandalism to electronic data, including coverage for willful electronic alteration

of data, introduction of viruses which impact electronic data, unauthorized use

of electronic data, or denial of service to web site or email destinations.

$500,000 applicable to each location where original information (electronic data)

is stored

$100,000 away from premises


32

1.10 “All-risk” Builder’s Risk insurance with the minimum limits of coverage not less

than those indicated below shall at all times be maintained by Construction

Manager prior to acceptance of the Work by Owner. Limits of coverage shall be

the initial contract sum as increased by the amount of subsequent modifications

of the contract sum. Coverage shall be provided in an amount equal at all times

to the full replacement value and cost of debris removal for any single

occurrence. No coinsurance is permitted. Coverage shall be at least as broad as

an unmodified ISO Special Causes of Loss form and shall include coverage for

theft, collapse, flood and earthquake. Any exclusions to the coverage form must

be pre-approved by Owner. No protective safeguard warranty is permitted. This

policy is to be written on a completed value, non-reporting form basis and shall

be primary to any other insurance coverage available to the named insureds,

with the other insurance of the named insureds being excess, secondary and

noncontributing. The policy shall include as Named Insureds the Owner Group,

Construction Manager, all Subcontractors of any tier, and all Loss Payees and

Mortgagees. The termination of coverage provision shall be endorsed to permit

occupancy of the covered property being constructed. This insurance shall be

maintained in effect, unless otherwise provided for in the Contract Documents,

until the earliest of the following dates: (i) the date on which all persons and

organizations who are insureds under the policy agree that it shall be terminated;

(ii) the date of final payment, as provided for in the Contract Documents; or (iii)

the date on which the insurable interests in the covered property of all insureds

other than Construction Manager have ceased. This insurance shall be endorsed

to provide a 30 day notice of cancellation to Owner. Such insurance shall cover

at a minimum the following:

1. All structure(s) under construction, including retaining walls, paved

surfaces and roadways, bridges, glass, foundation(s), footings,

underground pipes and wiring, excavations, grading, backfilling or filling;

2. All temporary structures (e.g., fencing, scaffolding, cribbing, false work,

forms, site lighting, temporary utilities and buildings) located at the site;

3. All property including materials and supplies on site for installation;

4. All property including materials and supplies at other locations but

intended for use at the site;

5. All property including materials and supplies in transit to the site for

installation by all means of transportation other than ocean transit; and

6. Other property for which an insured is liable in connection with the

Project, including Owner furnished or assigned property.

Deductibles shall not exceed:

1. All Risks of Direct Damage, Per Occurrence, except $10,000

a. Delayed Opening Waiting Period 5 days


33

b. Earthquake and Earthquake Sprinkler Leakage,

Per Occurrence $50,000

c. Flood, Per Occurrence or excess of maximum available

through National Flood Insurance Program or $50,000

Coverage for each of the following shall be included in the policy with the below

minimum sublimits:

Coverage Minimum

Sublimit

1. Additional expenses due to delay in completion of

project (where applicable)

TBD

2. Damage arising from error, omission or deficiency

in construction methods, design, specifications,

workmanship or materials, including collapse and

ensuing loss

Included

without sublimit

3. Debris removal additional limit Included

without sublimit

4. Earthquake and Earthquake Sprinkler Leakage $1,000,000

5. Flood $1,000,000

6. Freezing Included

without sublimit

7. Mechanical breakdown including hot (introduction

of feed stock, catalyst or similar media for

processing & handling or commencement of supply

to a system) and cold (hydrostatic, pneumatic,

electrical, hydraulic or mechanical)testing (where

applicable) testing, where applicable

Included

without sublimit

8. Occupancy pre-completion Included

without sublimit

9. Ordinance or law Included

without sublimit

10. Pollutant clean-up and removal $1,000,000

11. Preservation of property Included

without sublimit

12. Replacement cost Included

without sublimit

13. Theft Included

without sublimit

1.11 Each of Construction Manager’s liability insurance policies (excluding only

Construction Manager’s workers’ compensation/employers’ liability and

professional liability policies), shall be endorsed to provide that they are primary

to and non-contributing with, any other insurance carried by, or for the benefit

of the Owner Group. It is the specific intent of the parties to this Agreement that

all such insurance policies shall be primary to and shall seek no contribution from


34

any other insurance (primary, umbrella, contingent or excess) maintained by

Owner Group, with Owner Group’s insurance being excess, secondary and

noncontributing. Insurance may be provided under a single limit policy, or two

or more policies with combined limits for the required amount of coverage. If

any insurance Construction Manager furnishes shall be, or become at risk of

being, reduced diminished or exhausted by claims thereon, Construction

Manager agrees to supplement, increase and/or replace such insurance with

other insurance to ensure that Construction Manager has available at all times

the coverage required hereunder.

1.12 Construction Manager’s workers’ compensation, employers’ liability, commercial

automobile liability, CGL, excess liability, professional liability and pollution

liability insurance policies shall be endorsed to waive all rights of subrogation in

favor of the Owner Group. With respect to all such policies, Construction

Manager waives any and all rights of recovery or subrogation against the Owner

Group.

1.13 The Owner Group shall be included as additional insureds without limitation on

all policies required herein (except workers’ compensation, employers’ liability

and professional liability policies), under the form of an additional insured

endorsement providing the maximum protection to Owner allowed by applicable

law, except as otherwise expressly stated herein. Construction Manager

represents and warrants that:

1. Construction Manager’s policies of liability insurance, including

Construction Manager’s commercial general liability, commercial

automobile liability, and excess liability insurance policies have been

endorsed to cover the Owner Group as additional insureds to the

maximum extent permitted by applicable law, or as otherwise set forth

herein, with respect to liability arising out of Work performed by or for

Construction Manager, including ongoing and completed operations in

connection with this Contract (and such coverage provides for the

protection of each insured against claims of liability by another insured

under a separation of insureds clause).

2. Such policies of insurance have also been endorsed to cover as an

additional insured any third party to the extent required by the Contract

Documents.

3. Such endorsements provide as to each additional insured, coverage to

the limits of each such policy for at least each Claim that is no less broad

than the obligations of Construction Manager to indemnify, defend and

hold harmless the additional insured as an Indemnified Party under the

Contract.

4. Access to the originals of the certified copies of required insurance policies

will be provided to Owner for review upon request.

5. Attached hereto are true and correct copies of the following:

a. current certificates of insurance describing each of the policies of

insurance required hereunder; and

b. all policy endorsements required hereunder.


35

1.14 All policies shall obligate the insurer to notify the San Antonio River Authority

(Attn: ___________________), ____________________, San Antonio, Texas

_________, of any cancellation or material changes, in writing, at least 30 days

prior to any such cancellation or change. All polices shall require at least ten

(10) days’ notice of cancellation to Owner in the event of non-payment of

premiums by Construction Manager. Construction Manager shall provide Owner

with written notice of any non-renewal within two (2) business days of

Construction Manager’s receipt of a non-renewal notice.

1. “Material Change” means any of the following changes to the Policy during

the term of the Policy:

a. a change in the policy period;

b. a material revision to, or removal of, a coverage section;

c. a reduction of the amount of limits of insurance, provided such

reduction is not the result of payment of damages, medical

expenses, or claim expenses; or

d. an increase of the amount of any self-insured retention(s)

Construction Manager shall not cause or permit its insurance to be canceled,

reduced, restricted, limited, or invalidated.

1.15 All Construction Manager’s insurance shall be issued by insurance carriers

authorized to do business in Texas at the time the policy is issued (and at all

times during the term of this Agreement) and rated by A.M. Best Company as A-

VII or better, confirmed by one or more insurance certificates conforming to the

following requirements:

1. Certificates of insurance shall be prepared on an Acord 25 (2010/05)

form, or any later edition of this form;

2. Certificates shall designate Owner as certificate holder, together with

Owner’s mailing address;

3. The named insured’s name must match Construction Manager’s name as

shown in this Agreement;

4. Certificates shall list each insurance company producing each form of

coverage, together with the applicable policy number and policy date;

5. Certificates shall include the name, address, phone number, fax number

and email address of the issuing producer , and the signature of the

authorized representative of the producer;

6. Certificates for all applicable policies shall attach copies of all applicable

additional insured endorsements;

7. All deductibles and self-insured retentions shall be disclosed on the

certificate, and shall be paid by, assumed by, for the account of, and at

the Construction Manager’s sole risk without any right of reimbursement.

No deductible or self-insured retention shall exceed $25,000 without prior


36

written approval of the Owner, except as otherwise specified herein. If

Construction Manager elects to self-insure or to maintain insurance

required herein subject to deductibles and/or retentions exceeding

$25,000.00, Construction Manager shall be obligated to grant Owner all

rights against Construction Manager to the same extent as if Construction

Manager had maintained the insurance required hereunder with a

commercial insurer, including but not limited to additional insured status,

primary and non-contributory liability, waivers of rights of recovery, other

insurance clauses, and any other extensions of coverage required herein.

Construction Manager shall pay from its assets the costs, expenses,

damages, claims, losses and liabilities, including attorney’s fees and

necessary litigation expenses at least to the same extent all of the

foregoing would have been covered had Construction Manager

maintained the insurance required hereunder with a commercial insurer.

8. Certificates of applicable policies shall disclose any designated

construction project(s) general aggregate limit (Owner reserves the right

to require notice of replenishment and placement of supplemental

coverage if any aggregate limit is exhausted during the applicable policy

period);

9. Certificates shall attach all primary and non-contributory endorsements

required herein;

10. Certificates shall attach waivers of subrogation applicable to all coverages

required herein;

11. Certificates shall attach copies of all notice of cancellation terms from all

policies required herein;

12. Name(s) of the Project(s) as described in this Contract shall be listed in

the certificate;

13. For Pollution Liability and Professional Liability policies, include in writing

on the certificate the coverage form under which the respective line of

coverage is written – either:

a. Claims-made form; if the coverage form declared on the

Certificate is the Claims-made form, the “Retroactive-date” for

this line of coverage must also be included on the Certificate as

well; or

b. Occurrence basis – no additional wording required.

14. The Owner’s Project/Contract number(s) along with its descriptor caption

must be included in the Description of Operations section located in the

bottom half of the certificate forms.

15. Certificate Holder – Owner Group shall be shown as the certificate holder

in the certificate holder section located in the bottom half of the certificate

form as follows:

__________________

__________________


37

__________________

__________________

16. Distribution of Completed Certificates - Completed Certificates shall be

distributed by the Construction Manager as follows:

a. Original shall be sent:

i. By Mail:

__________________

__________________

__________________

__________________

ii. By Fax: _______________

iii. By E-Mail: _______________

b. Copies shall be sent to the following address:

__________________

__________________

__________________

__________________

1.16 With respect to any coverage maintained on a “claims-made” policy form,

Construction Manager shall maintain such coverage for a minimum of ten (10)

years after completion of the project or termination of the agreement, whichever

occurs later. Coverage under any such policy form shall include a retroactive

date based on the effective date of contract for the first performance of

professional services for the Project. The Construction Manager’s purchase of an

extended discovery period or an extended reporting period on a “claims-made”

policy will not be sufficient to comply with Construction Manager’s obligations

hereunder.

1.17 Construction Manager shall not commence Services under this Contract until

Construction Manager has obtained all required insurance and until such

insurance has been accepted by Owner’s Approval. Owner’s approval of

Construction Manager’s insurance shall not relieve or decrease the liability of

Construction Manager hereunder. Owner shall have no duty to pay or perform

under this Agreement until all certificates of insurance and required insurance

policies have been confirmed by Owner’s advisors to comply with the

requirements set forth herein. Construction Manager’s failure to fulfill these

insurance requirements shall not be a basis for any adjustment to Construction

Manager’s compensation or schedule. Owner reserves the right to terminate this

Agreement for convenience without any expense or liability in the event

Construction Manager fails to secure all insurance required herein within ten (10)

days of Construction Manager’s execution of the Agreement.


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1.18 If Construction Manager fails to timely obtain, maintain or renew the insurance

required herein and to provide Owner with acceptable evidence thereof, Owner

shall have the right, but not the obligation, to, among all other available remedies

at law and in equity: (1) procure such insurance and reduce the amount of this

Contract (or any other agreement between the Owner and Construction

Manager) by the cost thereof; and/or (2) deem as a material breach of this

Contract the Construction Manager’s failure to do so. Within five (5) calendar

days of any cancellation or non-renewal of any required line of insurance

coverage, the Construction Manager shall provide Owner a replacement

certificate of insurance with all applicable endorsements included therewith.

Owner shall have the right, in its sole discretion, to suspend the Construction

Manager's performance or terminate this Contract should there be a lapse in

coverage at any time during this Contract. In addition to any other remedies

available to Owner, Owner shall have the right, upon the Construction Manager's

failure to provide and maintain any insurance or policy endorsements to the

extent and within the time herein required, to withhold any payment(s) which

become due to the Construction Manager hereunder (or under any other

agreement between the Owner and Construction Manager) until the Construction

Manager demonstrates compliance with the insurance requirements of the

Contract. At Owner’s discretion, Construction Manager may be disqualified from

eligibility to participate in any other or future projects with the Owner for failure

to comply with the insurance requirements herein.

1.19 Nothing herein shall reduce or alter any obligation of Construction Manager to

indemnify, defend or hold harmless the Indemnified Parties identified in the

Contract. Construction Manager’s obligations for loss or damage arising out of

Construction Manager’s Services and Work or operations are not limited to the

types or amounts of insurance set forth herein. Losses not covered by the

insurance required hereunder shall be paid by Construction Manager.

1.20 To the extent Applicable Law allows recovery of attorneys fees in any action or

proceeding commenced to enforce the rights of any member of Owner Group as

an additional insured under this Contract, Construction Manager agrees to pay

Owner as the prevailing party in any such action, in addition to any other relief

granted, the actual reasonable attorney fees the Owner has paid or is obligated

to pay, and all costs and expenses to enforce such rights, not merely recoverable

costs. This provision is independent and severable from any other provision of

this Contract and shall be enforceable as a separate agreement.

1.21 Owner shall not be under any duty to advise Construction Manager in the event

that Construction Manager’s insurance is not in compliance with the Contract.

Construction Manager shall require all Construction Manager Personnel to carry

the types and limits of insurance coverage Construction Manager determines to

be necessary and appropriate to protect the Owner and Construction Manager

from the risk of loss, taking into consideration the scope of services and work

performed by each Construction Manager Personnel. Excepting only Workers’

Compensation and Professional Liability insurance policies, Construction Manager

shall cause all Construction Manager Personnel to include Owner as an additional

insured under each policy of insurance maintained by Construction Manager

Personnel. Construction Manager will require evidence of this insurance and

additional insured status to be provided by all Construction Manager Personnel

prior to their commencement of any work or services, or entering onto any Site

in connection with the Project, and copies of this evidence shall be provided to

Owner by the Construction Manager.


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1.22 Construction Manager is responsible for all deductibles and any self-insured

retentions under all lines of insurance coverage required by this Agreement.

1.23 The stated policy limits of each line of insurance coverage required herein are

minimum only and it shall be the Construction Manager's responsibility to

determine what policy limits in excess of such minimum limits are adequate, and

the length of time each line of insurance coverage shall be maintained beyond

any lengths of time set forth herein; insurance policy limits are not a limit of the

Construction Manager's liability. The insurance requirements set out herein shall

not be interpreted as any representation or warranty that the required insurance

coverages and limits will necessarily be adequate to fully protect Construction

Manager. Unless otherwise set forth herein, Construction Manager shall not

cause or permit any required insurance to be cancelled or to lapse prior to the

expiration of all common law, statutory and contractual warranty periods.

1.24 Construction Manager shall provide Owner with thirty (30) days written notice of

erosion of any aggregate limits below the minimum amounts required by the

Agreement.

1.25 Owner reserves the right to review the insurance requirements and to require

deletion, revision, and/or modification of particular policy terms, conditions,

limitations, or exclusions (except where policy provisions are established by law

or regulations that are binding upon Owner, Construction Manager, or the

underwriter) on any such policies when deemed necessary and prudent by Owner

based upon changes in statutory law, court decisions, or the claims history of the

industry and/or of Construction Manager, provided however, such modifications

must be commercially available to Construction Manager. Owner shall make an

equitable adjustment to the Contract Sum for any additional cost resulting

therefrom.

1.26 Construction Manager covenants and agrees that: (i) the failure of Owner to

demand certificates of insurance, or proof of compliance with the insurance

requirement herein, or failure of Owner to identify a deficiency in any policy

required hereunder will not be construed as a waiver of Construction Manager’s

obligation to maintain the insurance required under this Agreement; (ii) the

insurance required under this Agreement does not represent that coverage and

limits will necessarily be adequate to protect Construction Manager, nor shall the

limits of coverage stated herein be deemed a limitation of Construction Manager’s

liability to Owner in this Agreement; (iii) and Construction Manager may meet

the required insurance coverages and limits with any combination of primary and

umbrella/excess liability insurance.

1.27 Release and Waiver. The Construction Manager hereby waives all rights of

recovery and releases, and shall cause its subconsultants and subcontractors to

release, the Owner Group from any and all claims or causes of action whatsoever

which the Construction Manager and/or its subconsultants or subcontractors

might otherwise now or hereafter possess resulting in or from or in any way

connected with any loss covered by insurance, whether required herein or not,

or which should have been covered by insurance required herein, including the

deductible and/or uninsured portion thereof, maintained and/or required to be

maintained by the Construction Manager and/or its subconsultants or

subcontractors pursuant to the Agreement. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, THE FOREGOING RELEASE AND WAIVER

SHALL APPLY EVEN IF THE LOSS OR DAMAGE IS CAUSED IN WHOLE OR IN PART

BY THE FAULT OR NEGLIGENCE OR STRICT LIABILITY OF THE OWNER GROUP.


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Exhibit F



OFFEROR’S PROPOSAL SIGNATURE PAGE

INDIVIDUAL or PROPRIETORSHIP

If Offeror is an INDIVIDUAL or PROPRIETORSHIP, sign here:

Name: ___________________

Doing Business As: _____________________

PARTNERSHIP OR JOINT VENTURE

By signing below, the undersigned officer and/or agent of Offeror represents, warrants

and certifies that he/she is an authorized representative with full authority to bind

Offeror to the terms and conditions of its Proposal, and that the undersigned has the

necessary authority to negotiate and execute a Contract between SARA and the Offeror

if Offeror is requested to enter into negotiations for the Contract.

[Signed by at least two (2) Partners/Members]

Partnership/Joint Venture Name: ________________________________________

By: ______________________ By: ______________________

Title: _______________ Title: ______________

CORPORATION OR LIMITED LIABILITY COMPANY

The undersigned certifies that he/she is ______________ (title) of

_______________________ (Offeror), Comptroller's Taxpayer Number

_______________________, a ______________ formed under the laws of the State

of ___________, the Offeror, and that he/she is authorized by the attached certified

copy of the resolution of Offeror’s governing body to sign Offeror’s proposal for and on

behalf of the Offeror, and that he/she is authorized to bind Offeror to the terms and

conditions of the proposal as required by the RFP referenced therein, and has the

requisite authority to execute a Contract on behalf of Offeror, if awarded.

Entity Name: ________________________________________

By: __________________

Title:___________________


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Exhibit G to

San Antonio River Authority Request for Proposal


OFFEROR’S PROPOSAL SUBMISSION CHECKLIST

[Complete this checklist to ensure all required documents are included in proposal.]

PROPOSAL DOCUMENTS (6 copies, in sealed envelope)

CHECK

Offeror’s Proposed Fees and Prices (Exhibit A)

Elements of Construction Manager’s Fees (Attachment 1 to

Exhibit A)

Offeror’s Additional Service Rates (Exhibit B)

Offeror’s Representations and Warranties (Exhibit C)

Offeror’s Marked Copy of Contract (Exhibit D)

(Also include electronic MS Word copy on flash drive)

Offeror’s Proposal Signature Page – (Exhibit F)

Offeror’s Completed Proposal Submission Checklist – (Exhibit G)

OFFEROR: _____________________________________

By: _______________________________________

OFFEROR’S AUTHORIZED REPRESENTATIVE

DATE: ___________