RFP - CMR - South Padre Island Convention Center Expansion Project

GENERAL The City of South Padre Island seeks to enter into an agreement with a qualified Individual, Firm, or Corporation (Proposer) with substantial and relevant experience and expertise to provide Construction Manager-At-Risk (CMAR) Services for the South Padre Island Convention Center Expansion Project. DEFINITIONS The following definitions shall be used to identify terms throughout this Request for Proposal: A. AGREEMENT/CONTRACT A mutually binding legal document obligating the Firm to furnish the goods or services specified within this solicitation and obligating the City to pay for the goods as specified. B. RESPONSE/OFFER A complete, properly signed response to this solicitation that, if accepted, would bind the Respondent to perform the resulting contract. C. RESPONDENT/OFFERER The Individual, Firm or Corporation (Proposer) that considers themselves qualified to provide the products specified herein, and are interested in making an offer to provide the goods to the City. D.

CITY The City of South Padre Island, located in Cameron County, Texas. E. CITY COUNCIL The elected officials of the City of South Padre Island, Texas, given the authority to exercise such powers and jurisdiction of all City business as conferred by the City Charter and State Constitution and Laws. F. FIRM The successful Proposer of this request for proposal. G. PIGGYBACK CONTRACT A contract or agreement that has been competitively solicited in accordance with State of Texas statutes, rules, policies and procedures and has been extended for the use of state and local agencies that have entered (or will) into an Interlocal Agreement with the City. H. PURCHASE ORDER A purchase order records the financial obligation of the City to pay for goods or services properly received; therefore, a purchase order is also required for all contracts with an expenditure of funds entered into by the City Manager or City Council. City of South Padre Island RFP # CMR-2024-02 Page | 3 I. REQUEST FOR PROPOSAL (RFP) This Solicitation document issued by the City containing terms, conditions and specifications for the products to be procured. J. VENDOR/CONTRACTOR Person or business enterprise providing goods or services to the City as fulfillment of obligations arising from an agreement pursuant to this request for proposal. NOTICE TO PROPOSERS A. NOTICE Sealed proposals are due at 2:00 p.m. on April 30, 2024, after which time all qualified responses will be opened and acknowledged at 4601 Padre Blvd, South Padre Island, Texas 78597. Proposals received after the specified deadline will be returned unopened. Sealed proposals shall be clearly marked with the RFP number and title and addressed to the City of South Padre Island – City Secretary. Proposals shall be delivered using one of the following: Hand-deliver to: Mail to: Ship to (FedEx, UPS, DHL): 4601 Padre Blvd 4601 Padre Blvd. 4601 Padre Blvd. South Padre Island, TX 78597 South Padre Island, TX 78597 South Padre Island, TX 78597 Potential Respondents may receive notice of solicitations from the City of South Padre Island from a variety of channels. Approved methods of dissemination include: City of South Padre Island website or the City of South Padre Island City Secretary. The receipt of solicitations through any other means may result in the receipt of incomplete specifications or addenda which could ultimately render your proposal non-compliant. City of South Padre Island accepts no responsibility for the receipt or notification of solicitations through any other source. B. QUESTIONS and INQUIRIES Questions and inquiries about this Solicitation shall be submitted in writing to the following individual: Blake Henry Executive Director Blake@sopadre.com The deadline for written questions is April 19, 2024, at @ 2:00 PM CST. This deadline has been established in order to provide adequate time for City staff to prepare responses to questions from Proposers to the best of their ability. Proposers shall not attempt to contact City Council members, City staff, or Management directly during the pre-proposal or post-proposal period. The City intends to respond to all appropriate questions or concerns; however, the City reserves the right to decline to respond to any question or concern. All material modifications, clarifications, or interpretations will be incorporated into an addendum, which will be publicly posted. All addenda issued prior to the due date and time for responses are incorporated into the RFP and must be acknowledged in the Proposal response. Only written information provided shall be binding. Oral or other interpretations shall not be binding and are held without legal effect. C. SCHEDULE OF IMPORTANT DATES City of South Padre Island RFP # CMR-2024-02 Page | 4 The City will generally comply with the following schedule for the selection process, subject to changes necessary to ensure fairness and to accommodate unanticipated events: Release RFP April 4, 2024 Deadline for Questions and Inquiries 2:00 PM CST April 19, 2024 Proposals Closing Date and Time 2:00 PM CST April 30, 2024 City’s Review of Proposals May 2024 Date for Finalist Interviews or Presentations (if any) May 2024-If needed Earliest Award by City TBD D. FINALIST INTERVIEWS and/or PRESENTATIONS Proposers reasonably subject to being selected based on the criteria set forth in this RFP may be given an opportunity to make a presentation and/or interview with the Selection Committee. Finalists selected for interviews and/or presentations must be available during regular business hours on May 2024. Following any presentation and/or interviews, proposals will be ranked in order of preference and contract negotiations will begin with the top ranked Firm. Should negotiations with the highest ranked Firm fail to yield a contract, or if the Firm is unable to execute the City’s contract, negotiations will be formally ended and then commence with the second highest ranked Firm, etc. However, the City, may, in its sole discretion, negotiate and award a contract without presentations or interviews, based solely on information supplied in the proposal responses. E. CERTIFICATION This Solicitation includes a certification page. Respondent must: 1. Furnish complete name, mailing address, telephone number and email of the individual duly authorized to execute contractual documents on behalf of the Respondent. 2. Furnish name of individual(s), along with respective telephone numbers and email addresses, who will be responsible for answering all questions. 3. Certify that they have not conspired with any other potential Respondents in any manner to attempt to control competitive pricing. 4. Certify that they are duly qualified, capable and otherwise bondable business entity not in receivership or contemplating same, and has not filed bankruptcy. F. EXCEPTIONS Any deviations from terms, conditions or specifications contained herein must be clearly indicated in the Response to this Solicitation in writing at or before the due date and time. Any deviations or exceptions are subject to review by the City and may deem the Response disqualified or non-responsive. If no exceptions are stated, it will be understood that all general terms and conditions and specific requirements will be complied with, without exception. G. DISCLOSURE OF INTERESTED PARTIES Contracting hereunder may require compliance with §2252.908 Texas Government Code/Disclosure of Interested Parties for contracts that (1) require an action or vote by the City Council before the contract may be signed; or (2) has a value of at least $1 million. The law provides that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity at the time the business entity submits the signed contract to the governmental entity or state agency. The process as implemented by the Texas Ethics Commission (“TEC”) is as follows: City of South Padre Island RFP # CMR-2024-02 Page | 5 1. The disclosure of interested parties must be performed using the Texas Ethics Commission’s electronic electronic filing application listing each interested party of which the business entity is aware on Form 1295, obtaining a certification of filing number for this form from the TEC, and printing a copy of it to submit to the City. 2. The copy of Form 1295 submitted to the City must contain the unique certification number from the TEC. The form must be filed with the City pursuant to §2252.908 Texas Government Code, “at the time the business entity submits the signed contract” to the City. The City, in turn, will submit a copy of the disclosure form to the TEC not later than the 30th day after the date the City receives the disclosure of interested parties from the business entity. STANDARD TERMS and CONDITIONS A. ADDENDA If it becomes necessary to revise any part of this proposal, prior to the due date and time, a written addendum will be provided to all known interested Respondents. The City is not bound by any oral representations, clarifications, or changes made in the written specification by the City’s employees, unless such clarification of change is provided to Respondents in written addendum form from the City. Addenda will be transmitted to all that are known to have received a copy of the request for proposal and specifications. However, it shall be the sole responsibility of the Respondent to verify issuance of any addenda and to check all avenues of document availability prior to the opening date and time. Respondent shall provide written acknowledgment of all addenda. B. ADVERTISING and PUBLICITY Firm shall not advertise or otherwise publicize, without the City’s prior written consent, the fact that the City has entered into the Agreement, except to the extent required by applicable law. C. ASSIGNMENTS The Agreement shall be binding upon and inure to the benefit of the City and the Firm, and their respective successors and assignees, provided however, that no right or interest in the Agreement shall be assigned and no obligation shall be delegated by the Firm without the prior written consent of the City. Any attempted assignment or delegation by the Firm shall be void unless made in conformity with this Paragraph. The Agreement is not intended to confer any rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there is no third party beneficiaries to the Agreement. D. BUSINESS PRACTICES Minority business enterprises and/or historically underutilized businesses will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, creed, sex, or national origin in consideration for an award. E. CANCELLATION or TERMINATION 1. Termination For Cause: In the event of default by the Firm, the City shall have the right to terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Firm, within such ten (10) day period cures such default, or provides evidence sufficient to prove to the City’s satisfaction that such default does not, in fact, exist. In addition to any other remedies City of South Padre Island RFP # CMR-2024-02 Page | 6 https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses incurred by the City as a result of the Firm’s default, including without limitation, cost of cover, reasonable attorneys’ fees, court costs and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of default by the Firm, the City may remove the Firm from the City’s Vendor List and any Offer submitted by the Firm may be disqualified for up to three (3) years. All rights and remedies under the Agreement are cumulative and not exclusive of any other right or remedy provided by law. 2. Termination Without Cause: The City shall have the right to terminate the Agreement, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Firm shall promptly cease all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the Firm, to the extent of funds appropriated or otherwise legally available for such purposes, for all products actually delivered and obligations incurred prior to the date of termination in accordance with the terms hereof. 3. Non-Appropriation: The resulting Agreement is a commitment of the City’s current revenues only. It is understood and agreed that the City shall have the right to terminate the Agreement if, for any reason, funds are not appropriated to continue this Agreement. 4. Cancellation: The City reserves the right to cancel the Agreement for default for all or any part of the delivered portion of the deliverables if the Firm breaches any term hereof including warranties, or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which the City may have in law or in equity. F. CLAIMS If a claim, demand, suit or other action is asserted against the Firm which arises under or concerns the Agreement, or which could have a material adverse effect on the Firm’s ability to perform thereunder, the Firm shall give written notice to the City within ten (10) calendar days after receipt of notice by the Firm. Such notice to the City shall state the date of notification of any such claim, demand, suit or other action; the names and address of the claimant(s); the basis thereof; and the name of each person against whom such claim is asserted. Such notice shall be delivered to the City Manager, 4601 Padre Blvd, South Padre Island, TX 78597. G. CODES, PERMITS, LICENSES Firm shall comply with all federal, state and local standards, codes and ordinances, as well as other authorities that have jurisdiction pertaining to the products delivered and their application. None of the terms or provisions of the specification shall be construed as waiving any rules, regulations or requirements of these authorities. Firm shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill contractual obligations to the City. H. COLLUSION Advanced disclosures of any information to any particular Respondent which gives that particular Respondent any advantage over any other interested Respondent in advance of the opening of bids, whether in response to advertising or an informal request for proposals, made or permitted by a member of the governing body or an employee or representative thereof, will cause to void all responses to that particular solicitation or request. I. COMMUNICATION City of South Padre Island RFP # CMR-2024-02 Page | 7 To insure the proper and fair evaluation of this Proposal, the City prohibits ex parte communication (e.g., unsolicited) initiated by the Respondent to the City Official or Employee evaluating or considering the Responses prior to the time an award has been made. Communication between Respondents and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Proposal(s). Ex parte communication may be grounds for disqualifying the offending Respondent from consideration or award, or any future Solicitation. Unless otherwise specified, all requests for clarification or questions regarding a Solicitation must be directed as provided herein. J. CONFIDENTIALITY In order to provide the deliverables to the City, Firm may require access to certain of the City’s and/or its licensors’ confidential information (including, but not limited to, inventions, employee information, trade secrets, confidential know-how, confidential business information and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Firm acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors, and any unauthorized use, disclosure, dissemination or other release of the Confidential Information will substantially injure the City and/or its licensors. The Firm (including its employees, subcontractors, agents or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate or otherwise use the Confidential Information without the prior written consent of the City, or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or as a result of an order of any court or other governmental authority with proper jurisdiction, provided the Firm promptly notifies the City prior to disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Firm agrees to use protective measures no less stringent than the Firm uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. K. DEFAULT Firm shall be in default under the Agreement if the Firm (a) fails to fully, timely and faithfully perform any of its material obligations under the Agreement, (b) fails to fully, timely and faithfully perform any of its material obligations under any agreement Firm has with the City, (c) fails to timely pay any fees or taxes owed to the City, (d) becomes insolvent or seeks relief under the bankruptcy laws of the United States, or (e) makes a material misrepresentation in Respondent’s Proposal, or in any report or deliverable required to be submitted by Firm to the City. A Firm who abandons or defaults the work on the Agreement and causes the City to purchase the products elsewhere may be charged the difference in cost of products, if any, and may not be considered in the re-advertisement of the service and may be rejected as an irresponsible bidder and not considered in future Solicitations for the same type of commodity unless the scope of work is significantly modified. L. DELAYS The City may delay scheduled deliveries or other due dates by written notice to the Firm if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Agreement, the City and the Firm shall negotiate an equitable adjustment for costs incurred by the Firm in the Agreement price and execute an amendment to the Agreement. The Firm must assert its right to an adjustment within ten (10) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be City of South Padre Island RFP # CMR-2024-02 Page | 8 handled under the Dispute Resolution Process specified herein. However, nothing in this provision shall excuse the Firm from delaying the deliveries as notified. M. DISCLOSURE At the due date and time there will be no disclosure of contents of any Proposal to competing Proposers, and all Proposals will be kept confidential during the negotiation process. Except for trade secrets and confidential information which the Firm identifies as proprietary, all Proposals will be open for public inspection after the contract award. N. DISCLOSURE OF PENDING LITIGATION: Each Respondent shall include in its proposal a complete disclosure of any material civil or criminal litigation or pending investigation which involves the Respondent or in which the Respondent has been judged guilty. O. DISPUTE RESOLUTION If either the Firm or the City has a claim, dispute or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. P. FORCE MAJEURE Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond reasonable control. In the event of default or delay in performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. Q. FRAUD Fraudulent statements by the Respondent in the Proposal or in any report or deliverable required to be submitted by the Firm to the City shall be grounds for termination of the Agreement for cause by the City and may result in legal action. R. GRATUITIES The City may, by written notice to the Firm, cancel the Agreement without liability if it is determined by the City that gratuities were offered or given by the Firm or any agent or representative of the Firm to any officer or employee of the City with the intent of securing the Agreement or securing favorable treatment with respect to awarding or amending or the making of any determinations with respect to performance of the Agreement. In City of South Padre Island RFP # CMR-2024-02 Page | 9 the event the Agreement is cancelled by the City pursuant to this Section, the City shall be entitled, in addition to any other rights and remedies, to recover the benefits or payments to the Firm, as a result of the gratuities. S. INDEPENDENT CONTRACTOR Nothing in this Request for Proposal is intended to be construed as creating an employer/employee relationship, a partnership or joint venture. The Firm’s services shall be those of an independent contractor. The Firm agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. Firm shall not be within protection or coverage of the City’s Worker Compensation Insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. T. INDEMNITY FIRM SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON OR FOR DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE WORK DONE BY THE CONTRACTOR UNDER THIS CONTRACT. SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, OR LIABILITY ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE CITY, ANY OTHER PARTY INDEMNIFIED HEREUNDER, THE CONTRACTOR, OR ANY THIRD PARTY. U. INFRINGEMENT Firm represents and warrants to the City that: (a) Firm shall provide the City good and indefeasible title to the deliverables and (b) the deliverables supplied by the Firm in accordance with the specifications of the Agreement shall not infringe, directly or contributory, any patent, trademark, copyright, trade secret or any other intellectual property right of any kind of any third party; that no claims have been made by an person or entity with respect to the ownership or operation of the deliverables and the Firm does not know of any basis for any such claims. Firm shall, at its sole expense, defend, indemnify and hold the City harmless from and against all liability, damages and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (a) any claim that the City exercises anywhere in the world of the rights associated with the City’s ownership, and if applicable, license rights, and its use of the deliverable infringes the intellectual property rights of any third party; or (b) Firm’s breach of any of the Firm’s representations or warranties stated in this Agreement. In the event of any such claim, the City shall have the right to monitor such claim or, at its option, engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Firm agrees that the City’s specifications regarding the deliverables shall in no way diminish Firm’s warranties or obligations under this Paragraph, and the City makes no warranty that the products, development or delivery of such deliverables will not impact such warranties of Firm. V. INSURANCE REQUIREMENTS Upon request, Firm shall provide a copy of its insurance policies to the City. W. INTERLOCAL AGREEMENT Other governmental entities may be extended the opportunity to purchase from Solicitations awarded by the City, with the consent and agreement of the successful Firm(s) and the City. Such consent and agreement shall be conclusively inferred from lack of exception to this clause in Firm’s Response. However, all parties indicate their understanding and all parties hereby expressly agree that the City is not an agent of, partner to or City of South Padre Island RFP # CMR-2024-02 Page | 10 representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that arise out of such independently negotiated piggyback procurements. X. INTERPRETATION The Agreement is intended by both parties as the final, complete and exclusive statement of the terms of their Agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Agreement. Although the Agreement may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner fair to both parties, reading no provision more strictly against one party of the other. Whenever a term defined by the Uniform Commercial Code (the “UCC”), as enacted by the State of Texas, is used in the Agreement, the UCC definition shall control unless otherwise defined in the Agreement. Y. INVALIDITY The invalidity, illegality or unenforceability of any provision of the Agreement shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace the stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being void should a provision which is the essence of the Agreement be determined to be void. Z. LIABILITY Any person, firm or corporation party to the Agreement shall be liable for all damages incurred while in the performance of the Agreement. Firm assumes full responsibility for the terms contained herein and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands and causes of action of any nature including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third party, supplier or an employee of either of the parties hereto, and any loss of or damage to property, whether the same be that of either of the parties, caused by or alleged to have been caused by, arising out of or in connection with the issuance of the Agreement to the Firm and the negligence of the Firm, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificates of insurance may be required for, but not limited to, Commercial General Liability, Business Auto Liability, Workers Compensation and Professional Liability Insurance. AA. LIENS Firm shall defend, indemnify and hold the City harmless from and against any and all liens and encumbrances for all products delivered under this Agreement. At the City’s request, the Firm or its subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. BB. MANAGEMENT Should there be a change in ownership or management, the Agreement may be canceled unless a mutual Agreement is reached with the new owner to continue the Agreement with its present terms, conditions and pricing. The Agreement is nontransferable by either party. CC. NOTICES Unless otherwise specified, all notices, requests or other communications required or appropriate to be given under the Agreement shall be in writing and deemed delivered three (3) business days after postmarked if sent by US Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means City of South Padre Island RFP # CMR-2024-02 Page | 11 shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, fax, or other commercially accepted means. Notices to the Firm shall be sent to the address specified in the Firm’s proposal or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to: City of South Padre Island, 4601 Padre Blvd., South Padre Island, TX 78597 and marked to the attention of the City Manager. DD. OVERCHARGES Firm hereby assigns to the City any and all claims for overcharges associated with this Agreement which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and/or which arise under the antitrust laws of the State of Texas, Business and Commerce Code Ann., Section 15.01, et seq. EE. PAYMENT TERMS 1. Tax Exempt Status: The City is exempt from all federal excise, state and local taxes unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates are furnished upon request. Firm will not charge for such taxes. If billed, the City will not remit payment until a corrected invoice is received. 2. Invoicing Requirements: Unless otherwise specified, all invoices shall be submitted to City of South Padre Island, Accounts Payable, 4601 Padre Island, South Padre Island, TX 78597, and issued as required by the Purchase Order or Agreement. Each invoice must reference the unique Purchase Order number, and include the Firm’s complete name and remit to address. If applicable, transportation and delivery charges must be itemized on the each invoice. 3. Payment Terms: All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Firm within thirty days after acceptance of goods or services delivered, or the day of receipt of a correct invoice, whichever is later. The Firm may charge a late fee (fee shall not be greater than that permitted under the Texas Prompt Payment Act) for payments not made in accordance with this prompt payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona fide dispute between the City and Firm concerning the goods or services delivered, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or statute prevents the City from making a timely payment with Federal funds; (c) there is a bona fide dispute between the Firm and a subcontractor and its suppliers concerning deliveries made, which caused the payment to be late; or (d) the invoice is not mailed to the City in strict accordance with instructions on the Purchase Order or Agreement, or other such contractual agreement. 4. Right To Audit: The Firm agrees that the representatives of the City shall have access to, and the rights to audit, examine, or reproduce, any and all records of the Firm related to the performance under this Agreement. The Firm shall retain all such records for a period of four (4) years after final payment on this Agreement or until all audit and litigation matters that the City has brought to the attention of the Firm are resolved, whichever is longer. The Firm agrees to refund to the City any overpayments disclosed by any such audit. 5. Firm Pricing: The price shall remain firm for the duration of the Agreement, or any extension period, unless expressly approved in writing. No separate line item charges shall be permitted for any extraneous charges. Firm further certifies that the cost proposal has been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Respondent or with any competitor. City of South Padre Island RFP # CMR-2024-02 Page | 12 6. Price Warranty: The Firm warrants the prices quoted are not materially higher than the Firms current prices on orders by others for like deliverables under similar terms of purchase. In addition to any other remedy available, the City may deduct from any amounts owed to the Firm, or otherwise recover, any amounts paid for items materially in excess of the Firm’s current prices on orders by others for like deliverables under similar terms of purchase. 7. Travel Expenses: All travel, lodging and/or per diem expenses associated with providing the products specified must be included in the original Proposal. All travel expenses are subject to review by the City and documentation of actual itemized expenses may be requested. No reimbursement will be made without prior authorization, or for expenses not actually incurred. Airline fares in excess of coach or economy will not be reimbursed. FF. PERSONAL INTEREST No employee or City Council Member of the City may have any financial interest, directly or indirectly, in any proposed or existing agreement, purchase, work, sale or service to, for, with or by the City. GG. PRIORITY OF DOCUMENTS In the event there are inconsistencies between the general provisions and special (or other) terms and conditions contained herein, the latter will take precedence. HH. PROHIBITED FIRMS The City of South Padre Island prohibits conducting business with Firms under the following conditions: 1. Respondents who have failed to comply with their state contracts and have been debarred from doing business with the State of Texas. 2. Respondent who boycott Israel. By signing and submitting this bid, Respondent certifies that: a. Respondent does not boycott Israel; and b. Respondent will not boycott Israel during the term of the agreement. II. PUBLIC INFORMATION All Responses are subject to release as public information unless the Response or specific parts of the Response can be shown to be exempt from the Texas Public Information Act. Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Respondents. If a Respondent believes that a Response or parts of a Response are confidential, then the Respondent shall so specify. The Respondent shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the Response, which the Respondent believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All Responses and parts of Responses that are not marked as confidential will be automatically considered public information. JJ. REIMBURSEMENTS There is no expressed or implied obligation for the City of South Padre Island to reimburse responding firms for any expenses incurred in preparing proposals in response to this Request for Proposal and the City will not reimburse responding firms for these expenses, nor will the City pay any subsequent costs associated with the provision of additional information or presentation, or to procure a contract for these goods or services. City of South Padre Island RFP # CMR-2024-02 Page | 13 A. REPRESENTATIONS and RESPONSIBILITIES By submitting a proposal in response to this RFP, Proposer represents that it has carefully read and understands all elements of this RFP; has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the work; and has full knowledge of the scope, nature, quality and quantity of services to be performed. By submitting a proposal in response to this RFP, the Proposer represents that it has not relied exclusively upon any technical details in place or under consideration for implementation by the City, but has supplemented this information through due diligence research and that the Proposer sufficiently understands the issues relative to the indicated requirements. The failure or omission of Proposer to receive or examine any form, instrument, addendum, or other documents or to acquaint itself with existing conditions or other details shall in no way relieve any Proposer from any obligations with respect to its proposal or to the contract. KK. RESERVATIONS The City reserves the right to request clarification or additional information specific to any response after all Responses have been received and the solicitation due date has passed. Additionally, the City reserves the right to accept or reject all or part of any Response, waive any formalities or technical inconsistencies, delete any portion of the Scope of Work, or terminate the Solicitation when deemed to be in City’s best interest. LL. RESPONSES BECOME PROPERTY OF THE CITY Submissions received in response to this Request for Proposal become the sole property of the City. MM. RIGHT TO ASSURANCES In the event the City, in good faith, has reason to question the intent of the Firm to perform, the City may demand written assurances of the intent to perform. In the event no written assurance is given within the time specified, the City may treat this failure as an anticipatory repudiation of the Agreement. NN. SEVERABILITY The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. OO. SURVIVABILITY OF OBLIGATIONS All provisions of the Agreement that impose continuing obligations on the parties, including but not limited to the warranty, indemnity and confidentiality obligations of the parties, shall survive the expiration or termination of the Agreement. PP. FIRM’S OBLIGATION Firm shall fully and timely provide all deliverables described in this Solicitation, Firm’s response must be in strict accordance with the terms, covenants and conditions of the Agreement and all applicable federal, state and local laws, rules and regulations. QQ. VENUE This Agreement is made under and shall be governed by the laws of the State of Texas, including when applicable, the UCC as adopted in Texas, VTCA, Business & Commerce Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. This Agreement is fully performable in South Padre Island, Texas, and the venue for any action related to this Agreement shall be South Padre Island, Texas. All issues arising from this Agreement shall be resolved in the courts of Cameron City of South Padre Island RFP # CMR-2024-02 Page | 14 County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or the ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein and does not waive the City’s defense of sovereign immunity. RR. WAIVER No claim or right arising out of a breach of the Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Firm or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Agreement, or an express or implied acceptance of any other existing or future default(s), whether of similar or different character. SS. WITHDRAWAL Respondents may request withdrawal of a sealed Proposal prior to the scheduled opening time, provided the request for withdrawal is submitted to the City in writing. BACKGROUND and CURRENT CIRCUMSTANCES A. CITY of SOUTH PADRE ISLAND The City of South Padre Island is a unique, friendly seaside resort community that values its residents and tourists, preserves and protects the natural environment, and provides for quality sustainable growth and development that is highly diverse and responsive to changing economic conditions. The City is located on a 34-mile-long sub-tropical Island in Cameron County, on the Gulf Coast of Texas, 25 miles north of the Mexican Border. The island is a half-mile wide at its widest point, and only its southernmost 5 miles are developed. The City was incorporated in 1973 and is linked to the Texas mainland by Texas’ longest bridge. The 2.5-mile long, four-lane divided, toll-free Queen Isabella Causeway was completed in 1974. The City operates as a home rule law municipality under the laws of the State of Texas. Tourism is the principal industry in the City, with an estimated 7 million visitors coming to the island annually. Water resources have been the dominant factor in the development of the City. The Gulf provides approximately 23 miles of beachfront in Cameron County, approximately 5 miles of which is situated in the City. As noted, the island has become popular for vacationers and retirees. The Gulf also provides a means for shipping cargo, fishing interests (both commercial and sporting), and boating. The body of water between South Padre Island and the mainland is the Laguna Madre, providing bay-front property for development. The US Army Corps of Engineers maintains the intercoastal waterway in the Laguna Madre as a water route for shipping. B. CURRENT CIRCUMSTANCES The City of South Padre Island wishes to increase the size of its current convention center facility, built in 1992 to accommodate larger groups and functions. They also wish to renovate the facility and conduct repairs and interior updates. Details of the proposed expansion are as follows: ● New 27,500 sq ft Exhibition Hall ● New 10,000 sq ft Ballroom City of South Padre Island RFP # CMR-2024-02 Page | 15 ● 6,400 sq ft of additional meeting room space ● New 300 seat Black Box Theater ● Refurbished administration offices SCOPE OF WORK The proposed CMR firm will be required to provide the following services in support of the South Padre Island Convention Center Expansion Project. • Specs and Budgetary Information • The project shall be completed by Fall 2026 and has a construction budget of $100 million 1.1 PRE-CONSTRUCTION SERVICES: 1.1.1 Establish the overall project budget 1.1.2 Develop an overall Management Plan and Critical Path Method (CPM) Management of critical design and construction dates in order to accomplish the state objective 1.2 SCHEMATIC DESIGN: 1.2.1 Prepare conceptual estimates 1.2.2 Obtain special surveys and soil readings as needed 1.2.3 Hold technical review sessions with Owner and Architect 1.2.4 Monitor evolving design and make suggestions with regard to equipment, material, and systems selections City of South Padre Island RFP # CMR-2024-02 Page | 16 1.2.5 Analyze the potential for use of systems components 1.2.6 Consult with the Owner and Architect on means and methods of construction 1.2.7 Review schematic design documents 1.2.8 Submit to the Owner and the Architect special inputs relative to time and cost control 1.2.9 Identify certain areas of phased construction 1.2.10 Prepare “trade-off” studies relative to value engineering 1.2.11 Revise a critical data schedule 1.2.12 Prepare a professional construction Critical Path Method (CPM) network for the issuance of bid packages 1.3 DESIGN DEVELOPMENT: 1.3.1 Prepare a detailed estimate based on available design drawings in a Construction Specific Institute (CSI) or subcontractor bid format. 1.3.2 Review the design development documents with the Owner and the Architect 1.3.3 Revise and update the critical data schedule 1.3.4 Prepare a market analysis regarding local suppliers and material 1.3.5 Develop and arrange pre-bid packages 1.3.6 Establish I-GMP 1.4 CONSTRUCTION DOCUMENTS: 1.4.1 Prepare and update estimates in the Construction Specific Institute (CSI) format at the 50%, 75%, and 100% working drawings stage 1.4.2 Review the drawings and specifications relative to bid packages 1.4.3 Develop bid package requirements 1.4.4 Schedule and conduct pre-bid conferences 1.4.5 Review and analyze bids 1.4.6 Update project budget and schedule consistent with actual bids 1.4.7 Develop a detailed CPM network schedule 1.4.8 Provide a Guaranteed Maximum Price for the project 1.5 CONSTRUCTION PHASE SERVICES: 1.5.1 Manage the GMP documentation, including: • Detailed quantity surveys, pricing • Procurement strategy and implementation 1.6 ESTABLISH THE BUDGET BY BID PACKAGE: 1.6.1 Prepare a detailed schedule derived from detailed quantities for each bid package to satisfy milestones 1.7 SITE UTILIZATION STUDY: 1.7.1 Coordinate mobilization and plan logistical requirements 1.7.2 Project office and material staging locations 1.7.3 Ingress, egress 1.7.4 Security requirements of owner City of South Padre Island RFP # CMR-2024-02 Page | 17 1.8 PREPARE SUBCONTRACTOR BID PACKAGES, INCLUDING: 1.8.1 Project Manual, outlining the requirements of the construction 1.8.2 Schedule (by bid package interface) 1.8.3 Detailed scope of work 1.8.4 Detailed document listing 1.8.5 Proposal forms for each bid package 1.8.6 Form of contract and purchase order forms 1.8.7 Insurance requirements 1.8.8 Bonding requirements 1.8.9 Prequalification of bidders 1.8.10 Other special requirements 1.9 CONDUCT PRE-BID MEETING FOR BID PACKAGE, ADDRESSING: 1.9.1 Project requirements 1.9.2 Document review for specific questions 1.9.3 Sequence/schedule review 1.9.4 Site restrictions 1.9.5 Other questions raised during discussions 1.10 RECEIVE BID: 1.10.1 Advertise or solicit for bids 1.10.2 Conduct bid opening 1.10.3 Prepare bid tabulation for bid package 1.10.4 Review proposals for compliance with contract documents 1.10.5 Review apparent low bidders’ qualifications, past experience and liquidity 1.11 CONDUCT PROPER AWARD OF CONTRACTS/PURCHASE ORDERS: 1.11.1 Conduct pre-award meetings 1.11.2 Review schedule of values 1.11.3 Review subcontractors’ general conditions 1.11.4 Review scope of work 1.11.5 Identify shop drawing requirements 1.11.6 Perform document review and specifications review 1.12 REVIEW CONTRACTORS’ PERSONNEL: 1.12.1 Project Managers, Superintendents, and Foremen 1.12.2 Implement Partnering Program if owner elects to do so 1.12.3 Establish quality requirements and standards 1.12.4 Review sequence and Schedule 1.12.5 Identify accounting requirements 1.12.6 Review insurance requirements 1.12.7 Review safety and security requirements 1.12.8 Recommend award of contract 1.13 PREPARE AND ISSUE AS CONSTRUCTION MANAGER (or for the Owner): City of South Padre Island RFP # CMR-2024-02 Page | 18