HomeMy WebLinkAboutAGR-7230 - CORRPRO COMPANIES INC - ENGINEERING SUPPORT SERVICES FOR RESERVOIR 4 CATHODIC PROTECTION SYSTEM INSTALLATIONR-7a 3
PROFESSIONAL SERVICES AGREEMENT
Engineering Support Services for Reservoir 4 Cathodic Protection System Installation]
THIS PROF SSIONAL SERVICES AGREEMElVT (the "Agreement") is made at
Orange, Califoi7iia, on this q+ day of t,1 2021 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal coiporation ("City"), and CORRPRO
COMPANIES, INC., an Ohio coiporation ("Contractor"), who a ee as follows:
1. Services. Subject to the teims and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter iuto this Agreement,Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fiilly understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business aud City relies on Conhactor's representatiou that it is iudependently
engaged in the business of providing such services and is experienced in per•fot-ning the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality nonnally observed by an entity providing such
services to a municipal agency. All services provided shall confoi-n to all federal, state and local
laws, iules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Ryan Visperas, Associate Civil Engineer ("City's Project Manager"), shall be the person
to whom Contractor will report for the performance of services hereunder. It is understood that
Contractor's performance hereunder shall be under the supervision of City's Project Manager (or
designee), that Contractor shall coordinate its services hereundei•with City's Project Manager to
the extent required by City's Project Manager, and that all perfot7iiances required hereunder by
Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. Cont•actor's total compensation for all seivices perfoilned under this
Agreement, shall not exceed TEN THOUSAND DOLLARS and 00/100 ($10,000.00) without the
pt-ior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or uicun•ed.
b. All such invoices shall state the basis for the amount invoiced, including
seivices completed, the number of hours spent and any extra work perfoi7iied.
c.City will pay Coutractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Pay nent shall constitute payment in filll for all seivices, authorized costs
and authorized extra work covered by that iuvoice.
4. Chan e Orders. No payment for extra services ca.used by a change in the scope
or coinplexity of work, or for any other reason, shall be made unless and until sucll extra services
and a price therefor have been previously authorized in wi-iting and approved by City as an
ameudment to this Agreement. City's Project Mauager is authorized to approve a reductiou in the
services to Ue perfot-ned and compensation therefor. All amendments shall set.forth the changes
of work, extension of time,anci/or adjustment of the compensation to be paid by Gity to Contractor
and shall Ue signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcoutractors it may engage,
possess any and all licenses which are required under state or federal law to perfonn the work
contemplated by tliis Agreement and that Contractor and its subcontractors shall inaintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreeinent.
6. lndependent Contractor. At all times during the term of this Agreement,
Contractor shall be an indepeudent contractor and not an employee of City. City shall have the
right to control Connactor only insofar as the result of Contractor's services rendered pursuant to
this Agceement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, tnaterials and equiptnent which may be required for fiu-nishing
services pursuant to this Agreeineut. Contractor shall be solely responsible for, and shall
indemnify, defend and save City hai7nless from all matters relating to the pa}nnent of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nahire whatsoever.
Contractor acknowledges that it anci a.ny subconhactors, agents or employees employed by
Conn•actor shall not,under any circunistances, be considered employees of City,and that they shall
not be entitled to any of the benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benetits, or
health, life, dental, long-term disability or workers'compensation insurance benetits.
7. Contractor Not Aaent. Except as City may specify in writing, Conhactor shall
have no authority, express or implied, to act on behalf of City iu auy capacity whatsoever as an
agent. Coutractor shall have no authority, express or implied, to bind City to any oUligation
whatsoever.
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8. 1)esi nated Persons. Only those qualified persons uthorized by City's Project
Manager, or as desi iated in Exhibit"A,"shall perform work provided for under this A eement.
It is understood by the parties that clerical and other nouprofessional worlc inay be perfoi ned by
persons other than those designated.
9. Assignment or Subcontracti g. No assignment or subcontracting by Contractor
of any part of th.is Agreement or of fiinds to be received under this Agree.merit shall be of any force
or effect unless the assignment has the prior written approval of City. City Inay terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting tnay be approved by the City Manager or his/her designee.
10. 'ime of Coanpletion. Contractor shall commence the work provided for in this
Agreement in accordance with the time period set forth in ExhiUit "A" hereto or as otherwise
agreed to by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. C.ontractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and EYtensions of Time. Conhactor's sole r.emedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,ontractor must document atiy delay and request an extension of titne in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred aud the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documeuts, studies, evaluations, assessments,
reports,plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this A eement shall become the roperty of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. E ual Employment Opportunity. During the perfonnance of tlais Agreement;
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
emplo}nnent because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, meutal or physical disaUility, or auy other basis prohibited by applicaUle law.
Such actions shall include,but not be limited to the following: employment, upgradiug, deinotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of payor other fornZs
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of cotiipensation and selection for training, including a renticeship. Conhactor agrees to post.in
conspicuous places, available to employees and applicants for employmeMt, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, iu all sol.icitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive cousideration
for employment without regard to race, color, i•eligion, sex, national origin, mental or physical ,
disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a) and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subconh•acts for staudard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the -
malcing, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers,. partuers, or
employees have a tinancial interest as defined in Section 87103 of the Govei-lm.ent Code.
17. Indemnitv.
a. To the fullest eYtent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, offic.ials, agents
and employees of City(collectively the "Indemnitees") entirely hai7nless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or its subcontractor's employees
arising out of Contractor's worlc under this A•eement, includiug any and all claims under any la.w
pertaining to Contractor or its employees' stahis as an independent conh•actor aiid auy and all
claims uuder Labor Code section 1720 related to the payment of prevailing wages for public works
proj ects; and
2) Any clai n, loss, injury to or death of persons or damage to,property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, inchtding all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or iti any way connected
with the work or services which are the subject of this Agreement, including injuty or damage
eithet•on or off Gity's property; but not for any loss, 1t1 LlI'y, death or d mage caused by the active
nebligence or willful inisconduct of City. Contractor, at its own expense, cost and risk,. shall
indemnify any and all claims, actions, suits or other proceedings that inay be brought or instihtted .
against the Indemuitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Reserved.
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c. Except for the Indeinnitees, the indemuifications provided in this
Agreemeut shall uot be construed to extend any third party indemnification rights of any kind to..
any person or entity which is not a signatoiy to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding a.nd in full force and
effect in petpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the worlc. Conhactor understands that it
is an independent contractor and uot entitled to any workers' compensation benefits under any
City progt•am.
b. Contractor shall inaintain dur-ing the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or linlits canied by or availal le to Contractor. Said insurance shall cover
bodily injury, death and proper-ty damage and be written on an occunence basis.
c. Conhactor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the ea.ter of(1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Connactor. Said insurance shall cover bodily injury, death and property damage for
all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreeiiient
are sufficient to cover the o ligations of Contractor under this Agreement.
e. Eacl policy of general liability and autotnotive liability shall provide that
City, its officers, officials, agents, aild employees are declared to be additioual insureds under the
terms of the policy, Ullt only with respect to the work perfornied by Contractor under this
A neement. A policy eudorsetnent to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a conn•acting arty. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any'umbrella liability
insurance that is provided as part of tlie general or automobile liability minimums set forth herein
shall be maintained for the duration of tlie Agreement.
f.Reserved.
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g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover a.ny loss under the policy.
Coutractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractar shall fiu-ish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimuin insurance coverages on fonns acceptable to City, which
sha.11 provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i.All insurance maintained.by Contractor shall be issued by companies
admitted to conduct the pertinent line of insurance business in Galifornia and having a rating of
Grade A or better and Class VII or better by the latest edition of Best Key Rating.Guide.
j Contractor shall immediately notify City if any reauired insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurauce or self-insure the risk and charge Connactor for such
costs and any and all dama es resulting therefrom, by way of set-off fiom any sums owed
Contractor.
k. Contractor agrees that in the event o:f loss due to any of the perils for which
it has agreed to provide insurance, Cont•actor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providinb insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall filrnish separate certificates and endorsements for each subcontractor to City for
review aud approval. All coverages for subcoutractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for auy reason tet7ninate this Agreement by giving
Contractor not less than five (5) days' written uotice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides ot(lerwise.
Upon the terniination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowaUle reiinbursements incurred to the date of tet-nination in compliance with
this Agreement, unless tertnination by City shall be for cause, in which event City may withliold
any disputed compensation. Gity shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of I ecords. In accordance with geuerally accepted
accounting principles, Contractor and its subconn-actors sliall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pet taining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
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auy of Contractor's records regardiug the services provided under this Agreement. Contractor shall
maintain all such records for a period of at le st three (3) years after te lnination or completion of
this Agreement. Contractor agrees to make available all such records for inspectiou or audit at its
offices during normal business hours and upon three(3)days' notice from City, and copies thereof
shall be fiirnished if requested.
21. CoYnpl6anee with all Laws/Immigration.Laws.
a. Contractor shall Ue luiowledgeable of and comply with all local, state aud
federal la vs which inay a ly to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Departinent of Labor Relations of the State of Califoinia promulgates
prevailing wage determinations, Coutractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to al( such workers. The general
prevailing wage determinations for crafts can be located on the website of the Departmeut of
Industrial Relations (www.dir.ca.ov/DLSR). Additionally, to perform work under this Contract,
Conhactor must meet all State registration requirements and criteria,including project compliance
monitoring.
c. Contractor represents and war7ants that it:
1) Has complied and shall at all times during the term of this
A eement coinply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Gontrol Act of 1986
IRCA); and
2) Has not and will not lcnowingly einploy any individual to perfoi7n
services under this Agreemeut who is iueligible to worlc in the United States or under the terms of
this A ee nent; and
3) Has properly maintained, and shall at all times during the tet n of
this Agreement properly maintain, all related emplo}nnent documentation records including,
without limitation, the completion and Tnaintenance of the Foi-n I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any governinent inspection requests relating to
immigration law compliance and/or Foim I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Adininisn•ation.
d. Contractor shall require all subcontractors or suUconsultants to make the
same representations and wai-anties as set forth in Subsection 21.c.
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e. Gontractor shall, upon request of City, provide a list of all employees
workiug under this Agreement and shall provide,to the reasouable satisfaction of City,verification
that all such employees are eligible to wot•k in the United States. All costs associated.with such
verification shall be bonie by Coutractor. Once such request has been made, Contractor may not
change employees working under tliis Agreement without written notice to City, accoinpanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same veri cation as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providiug
worlc under tliis Agreement who is not authorized to work in the United States, and/or fails to
follow federa.l laws to determine the status of such employee,that shall constit ite a material breach
of this Agreement and may be cause for iminediate termination of this Agree nent by City.
h. Conh-actor agrees to indemnify and hold City, its ofticers, ofticials, agents
and employees hai7nless for, of and from any loss,including but not limited to fines,penalties and
corrective measures City may sustain by reasotl of Contractor's failure.to comply with said laws,
rules and regulations in connection with the perfoimance of this Agreement.
22. Governin Law and Venue. This Agreement shall be construed in accordance
with and govet-ied by the laws of tlie State of California and Contractor agrees to submit to the
jurisdiction of California cot rts. Venue for any dispute aris.ing under this Agreement shall be in
Orauge County, California.
23. Inte ration. This Agreement constitutes the entire agreement of the pai ties. .No
other agreement,oral or written,pertaining to the work to be perfoimed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any worlc perfonned
which is inconsistent with or in violation of the provisions of this Agreeinent shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreeinent sllall be in writing and delivered personally, by e-nail, or by first class U.S. inail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed receiued upon receipt of
same or within three (3) days of deposit in the U.S.Mail, whichever is earlier. Notices sent by e-
mail shall be deeined received on the date of the e-mail trans nission.
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CONTRACTOR" CITY"
Conpro Companies, Inc. City of Orauge
10260 Matei n Pl. 300 E. Chapman Avenue
Santa Fe Springs, CA )0670 Orange, CA 92866-1591
Attn.: Sarvjit Singh Attn.: Jose M. Diaz
Telephone: (562) 944-1636 Ext. 260241 Telephone: (714) 288-2475
E-Mail: SJSingh cr aegion.com E-Mail: jdiaz n cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of whicll together shall constitute one and the same
instrument. Signat ues transmitted via facsimile and elechonic inail shall have tlie same effect as
original signat ires.
IN VVITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day tirst above written.
CO.NTRACTOR" CITY"
GORRPRO COMPANIES 1NC., an Ohio CITY OF ORANGE, a municipal coiporation
corporation
By:aa,. By:
Priute Name:Jeremy Bouknight ic to, City Manager
Tltle:Operations Manager
By.
One officer signature necessary APPROVED AS TO FORM:
Printed Name:
Title:
Mary E. uning
Setiior Assistant City Attoin
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the oard,the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate of cer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The coa-porate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
10260 Matern PI.
Santa Fe Springs,CA 90670
an A E G I CI N CompanV 562-944-1636,fax 946-5634
June 15t", 2021
Public Works Department
Water Division
714) 288-2492
Attn.: Mr. Tuan Cao, P.E.
Senior Civil Engineer
Subject: Proposal for Engineering Suppor#Services During Bidding and Construction Phase
Water Reservoir 4 CP System Improvements Projec#
CES #AAJA-ZJBHDZ, Rev 01
In accordance with your request, Corrpro is pleased to submit this proposal to provide engineering support
services during the bidding and construction phases of the subject project as follows:
Review and respond to bidders' questions/comments during bidding stage.
Review and prepare response to contractor's RFIs during the construction phase of the project.
Update CP design drawings, if required.
Review contractor's submittals.
Visual examination and inspection of CP equipment during construction as requested by PWD.
Take photographs to document the installation work.
Attend meetings as requested by PWD.
Conduct testing of the CP system after it has been installed by the contactor.
Prepare a comprehensive report including the following:
Data Compilation.
Data analysis.
Conclusions regarding the protection level of the structure.
Recommendations regarding operation and maintenance of the system.
All work will be performed by a team of NACE International Cathodic Protection Specialist. Technologists
and technicians in accordance with project specifications, NACE, ASTM and other applicable industry
standards.
Proposal for Engineering Support Services,RevO 1 Page
10260 Matern PI.
Santa Fe Springs,CA 90670
an AEG I O I I companV 562-944-1636,fax 946-5634
sco e of Services bX 6Jthers:
1. Pertinent project information including key plan, piping installation details, specifications etc.
2. Work permits.
3. Site access.
4. Supply and Installation of the CP equipment.
Anplicable Fees:
Corrpro can provide these services as described in this proposal for a Not to Exceed amount of$10,000.
Invoicing shall be done using the following billing rates:
Project Manager: 185,O IHr.
Senior Engineer: 165.00/Hr.
Project Engineer: 150.00/Hr.
Senior Technologist: 125.00/Hr.
Field Gorrosion Engineer: 145.00IHr.
a Work Processing/ClericaL 65/Hr.
Vehicle, equipment and mileage: $150/day.
T'erms and Co ditic ns
Invoices will be submitted monthly as wark is completed.
The schedule of the work is to be mutually agreed.
Traffic control to be provided by others.
All work will be under the review of a Corrpro California registered professional and NACE.
certified cathodic protection specialist.
Thank you for giving us an opportunity to submit this proposal. Kindly feel free to contact undersigned if you
have any questions on this proposal.
Respectfully submitted,
pr'
mAEGIONw-:xe
Sarvjit Singh
Engineering Manager
NACE CP Specialist#6125
Proposal for Engineering Support Services,RevO 2 I Page
10260 Matern PI.
Santa Fe Springs,CA 90670
an AEG I O I I company 562-944-1636,fax 946-5634
IVote This proposal is subject in all respects to the attached Terms and Conditions.
CLIENT APPROVAL (complete below):
Authorized Signature Typed or Printed Name
Title Date
By Signing, this authorizes Corrpro to proceed per the attached terms & conditions in accordance with the
work scope described in this proposal.
Proposal for Engineering Support Services,RevO 3 I Page
CORRPRO COMPANIES,INC.STANDARD TERMS AND CONDITIONS
The following terms and conditions("T&Cs°)apply to the proposed sale of equipment,supplies,products or materials("Goods")or the proposed furnishing of
labor, with or without the supply of Goods("Services"), by Corrpro Companies, Inc. ("Corrpro"), all as further described in the Proposal or Invoice attached
hereto("Sales DocumenY'),to the buyer named in the Sales Document("Buyer").
1. Scope of Agreement;Acceptance, Unless expressly provided otherwise in a writing signed by Buyer and Corrpro.(including a master or other written
agreement between Corrpro and Buyer signed by an authorized representative of Corrpro prior to the date of the Sales Document),these T&Cs and any other
tlocuments expressly itlentified in the Sales Document as a contract document shall be considered contract documents(collectively,the"Agreement").Any
terms that add to or contradict the terms of this Agreement are not valid.A definite expression of acceptance of this Sales Document by Buyer that contains
terms that are adtlitional to or different from the terms of the Agreement will form a contract solely on the Agreement,and the additional or tlifferent terms shall
not become a part of the Agreement,whether or not they would materially alter the Agreement. Neither course of prior dealings nor usage of trade shall be
relevant to supplement or explain any provision of the Agreement.This Agreement becomes a valid and binding obligation of Corrpro and Buyer on the earlier
of:(a)Corrpro's receipt of this Sales Document signed by Buyer;(b)Buyer delivering a purchase order or a purchase ortler number to Corrpro for the Goods
or Services described in the Proposal;(c)Buyer's receipt and acceptance of the Goods or Services,(d)Buyer's payment for the Goods or Services described
in the Sales Document,or(e)any other written indication by Buyer of its acceptance of this Sales Document.
2. Delivery; Risk of Loss.All shipping dates of Goods and performance dates of Services stated in the Proposal are approximate antl not a guarantee of
a particular date of shipment or performance,Unless stated otherwise in the Agreement,delivery of Goods shall be EXW(Incoterms 2010)at Corrpro's facility
stated in the Sales Document. At Buyer's option, Corrpro will ship Goods to Buyer at the shipping address stated in the Agreement by any commercially
reasonable means,provided that Corrpro has the option of selecting the particular route and carrier for shipment of the Goods to Buyer,unless specified by
Buyer. Buyer shall bear all risk of loss or damage in transit. All freight, insurance, tariffs, freight forwartling, customs, cartage and other transportation or
incidental charges shall be borne by Buyer.Corrpro reserves the right to deliver Goods or perform Services in installments,all such installments to be separately
invoiced and paid for when due,without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer's obligations to accept
remaining deliveries.
3. Inspection and Acceptance.Immediately on Buyer's receipt of any Goods shipped or Services performed,Buyer shall inspect the same and shall notify
Corrpro in writing of any claims for shortages or non-conformance(including defective and damaged Goods or Services).Buyer shall hold any non-conforming
Goods for Corrpro's written instructions concerning disposition.Failure to give written notice of any non-conforming Goods or Services within 10 days after the
earlier to occur of receipt of Goods or performance of Services, express oral or written acceptance of the Goods or Services, or payment for the Goods or
Services, shall conclusively(a)establish Buyer's acceptance of the Goods or Services, (b)release Corrpro from any antl all liability therefor, antl (c)waive
Buyer's right to seek damages or other remedies for any non-conforming Goods or Services subject to Section 8 below. Buyer shall bear the expenses of
inspection under all circumstances.
4. Payment Terms.Terms of sale are net 30 days from date of invoice, unless otherwise stated in the Agreement.Time is of the essence with respect to
all payments.Any amount not received by Corrpro when due shall bear interest at the rate of 1'/z%per month(12%annually),br the maximum rate of interest
that appiicable law allows,whichever is less,until fully paid,including any interest tlue.Buyer agrees to pay all costs of collection resulting from any default by
Buyer of this Agreement.Amounts due to Corrpro under this Agreement are not subject to offset,deduction or back charges by Buyer.Unless stated otherwise
in the Agreement,the prices stated in the Agreement and all payments due to Corrpro from Buyer shall be in the lawful currency of the U.S.If,at any time prior
to shipment or performance(either complete or partial),Buyer does not meet Corrpro's credit approval or Corrpro,in its sole discretion,deems Buyer's financial
condition to be unsatisfactory,Corrpro may either(a)delay or postpone delivery of Goods or performance of Services,(b)cancel the Agreement,or(c)request
payment in full or other security satisfactory to Corrpro from Buyer prior to shipment of the Goods or performance of the Services.
5. Taxes;Permits and Fees;Laws.Unless expressly stated otherwise in the Agreement the purchase price for the Goods furnished or Services performetl
by Corrpro excludes all governmental or brokerage taxes, duties, customs, fees, charges or assessments (collectively, "Taxes"). If applicable, Buyer must
provide Corrpro with documentation acceptable to Corrpro of any exemptions claimed from Taxes prior to invoicing.In the event Corrpro is required to pay any
Taxes not previously paid to Corrpro, Buyer shall reimburse Corrpro. Except to the extent assumed by Corrpro in writing, Buyer shall secure and pay for all
permits and fees necessary for delivery and installation of the Goods or performance of the Services.It is Buyer's duty to ascertain that the Goods or Services
proposed by Corrpro are and their subsequent installation and use is in accordance with applicable laws,ordinances and building codes.Corrpro shall not be
responsible for compliance of the Goods or Services to such laws,ordinances and building codes,but shall,to the extent reasonably possible,promptly notify
Buyer of any discrepancies brought to Corrpro's attention.
6. Specifications.Buyer warrants that any documents, drawings,tlesigns or specifications furnished to Corrpro by Buyer or any party acting on behalf of,
or under direction from,Buyer(collectively,"Specifications")are complete,accurate and may be reasonably relied on by Corrpro.Corrpro shall have no liability
for errors,omissions or inconsistencies in any Specifications.In the event the Agreement contains submittal requirements pertaining to the Goods or Services,
Corrpro agrees to submif in a timely fashion to Buyer for review and approval any shop drawings,samples, product data, manufacturers'literature or similar
submittals as Buyer may reasonably request. Buyer shall be responsible for review and approval of submittals with reasonable promptness to avoid causing
delay.
7: Change Orders.Changes to the quantity,Specifications,scope of supply or performance,delivery schedule,period of performance,shipping instructions
or any other material term of the Agreement, may only be made by Buyer and Corrpro executing a written change order("Change Order").Any Change Order
shall state the parties'agreement on(a)change in the material term of the Agreement,and(b)an adjustment to the purchase price or the date of shipment or
period of perf'ormance,as applicable. Both parties agree that,unless a Change Order is agreetl in writing and signed by authorized representatives of both
parties,the Agreement shall not be changed or modified in any manner. In atldition,Corrpro has the right to suspentl performance during the period while the
change is being evaluatetl and negotiated. In the event Buyer has communicated proposed changes to Corrpro,Corrpro,at its sole discretion,shall either(i)
accept the Change Order,(ii)reject the Change Order and continue performance under the existing Agreement,or(iii)cancel the Agreement.In the event that
Corrpro elects(ii)above,Buyer shall have the option to cancel the Agreement.
8. Warranties. "Warranty Periotl" means (a) for Services and Goods installed as part of the Services, the one (1) year period beginning the date the
applicable Services are substantially completed;and(b)for Goods not installed as part of any Services,the 90 day period beginning with the date of shipment
from Corrpro. The providing of warranty service does not extend or restart a new Warranty Period. Corrpro warrants that, for the duration of the Warranty
Period and subject to the other limitations in this Agreement, each Service has been performed in accordance with applicable specifications and procedures
for such Service,and,if applicable,Goods will be free from defect in materials and workmanship.Corrpro's obligation to honor its warranty on defective Goods
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is in all cases limited to, at Corrpro's sole option, repair or replacement of the defective Good or component thereof, or providing a cash refund or credit
equivalent to the decreased value of the defective Good.Corrpro's obligation to honor its warranty on defective Services is in all cases limited to,at Corrpro's
sole option,re-performing such Service(s),performing additional Service(s),or providing a refund or credit equivalent to the decreased value of the Service(s).
Notwithstanding anything in this Agreement to the contrary, Corrpro's warranty liability shall in no event exceed the amount paid for the original defective
Service or Good,Any claim not received by Corrpro within the applicable Warranty Period shall be conclusively deemed waived by claimant.Corrpro has the
option to verify,with its own representatives,the nature and extent of the alleged defect.Corrpro shall have no obligation to provide warranty service and shall
have no liability with respect to defective Services or Goods if the Goods,materials,systems of which they are a part,or structures they are intended to protect
from corrosion have: (a)been modified,altered, relocated(in the case of cathodic protection systems), used for other than intended purposes,or otherwise
changed without Corrpro's written consent; (b) been tlamaged or abusetl; (c) not been operated or maintained in accordance with design specifications,
instructions,operations and maintenance documents,or reasonable business practices;or(d)in the case of Goods or Services,not been paid for in full.
9.Warranty Limitations.The Goods warranty applies only to(a)Goods manufactured solely by Corrpro,and(b)components of cathodic protection systems
installetl as part of the Services. Except as stated in the preceding sentence, Corrpro does not warrant products manufactured or supplietl by other parties,
and Buyer shall be entitled to rely on the warranties, if any, only to the extent extended to Buyer by such other parties. Corrpro shall not be liable for any
expense incurred by Buyer in order to remedy any warranted defect. Corrpro's obligation to honor its warranty on defective Corrpro Services is in all cases
limited to,at Corrpro's sole option:1)re-performing such Corrpro Service,2)performing additional Corrpro Service,or 3)providing a refund or credit equivalent
to the tlecreased value of the Corrpro Service. Corrpro's obligation to honor its warranty on defective Corrpro Products is in all cases limited to,at Corrpro's
sole option: 1)repair or replacement of the defective Corrpro Product or component thereof,or 2)providing a cash refund or credit equivalent to the decreased
value of the Corrpro Products.Replaced Corrpro Products shall become the property of Corrpro,if Corrpro so elects.Corrpro shall not be liable for any expense
incurred by Buyer in order to remedy any warranted defect. ALL WARRANTIES ARE IN LIEU OF AND CORRPRO DISCLAIMS ANY.AND ALL OTHER
WARRANTIES, CONDITIONS,AND LIABILITIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNE5S FOR
ANY PARTICULAR PURPOSE. BUYER EXPRESSLY AGREES THAT THIS WARRANTY SHALL SERVE AS BUYER'S SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO THE GOODS AND SERVICES. IN NO EVENT WILL CORRPRO BE LIABLE TO BUYER, ITS AFFILIATES,SUCCESSORS,ASSIGNS
OR TRANSFEREES OR TO ANY THIRD PARTY(BY VIRTUE OF CONTRACT,TORT(INCLUDING NEGLIGENCE),WARRANTY,STRICT LIABILITY OR
OTHERWISE) FOR ANY LOST USE, REVENUES OR PROFITS, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES
ARISING OUT OF OR IN ANY WAY RELATED TO THE GOODS OR SERVICES, ACTS OR OMISSIONS IN CONNECTION WITH ANY AGREEMENT
RELATED TO THESE WARRANTIES, OR GOODS, MATERIALS, OR SERVICES PROVIDED BY CORRPRO UNLESS EXPRESSLY AND EXPLICITLY
PROVIDED FOR IN WR(TING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CORRPRO OR AS OTHERWISE REQUIRED BY LAW. THESE
WARRANTIES SHALL EXTEND ONLY TO THE FIRST PURCHASER OF GOODS OR SERVICES FROM CORRPRO AND SHALL NOT BE ASSIGNED OR
TRANSFERRED.
10. Reliance on Buyer's Representations.Corrpro shall be entitled to rely on representations made by or on behalf of Buyer that all conditions necessary
for the proper installation or performance of Corrpro Products,systems,materials,components and Corrpro Services have been satisfied,except to the extent
Corrpro is specifically contracted to make such determination.Corrpro shall have no liability for any and all claims,losses,and causes of action arising out of,
resulting from, or in any way attributable to failure of Buyer to satisfy such conditions, Buyer's failure to ativise of existing site conditions affecting the work
including,but not limited to,the location of subsurface or concealed structures,systems or components thereofl,or the use or operations of products,materials,
or_systems subsequent to any transfer to any third party.Corrpro makes no representations or warranties with respect to,and disclaims liability arising out of,
products or services sold by Buyer.
11. Technical Assistance.At Buyer's request,Corrpro may,in its tliscretion,furnish technical assistance and information with respect to Corrpro's products.
CORRPRO MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO TECHNICAL ASSISTANCE OR
INFORMATION PROVIDED BY CORPRRO OR ITS PERSONNEL.ANY SUGGESTIONS BY CORRPRO REGARDING USE, SELECTION,APPLICATION
OR SUITABILITY OF PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A
WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CORRPRO.
12. Confidentiality.All information,including quotations,specifications,drawings,prints,schematics,and any other engineering,technical or pricing data or
information submitted by Corrpro to Buyer related to any order for Goods or Services are the confidential and proprietary information of Corrpro,Buyer and its
employees,agents or other parties for whom Buyer is responsible may not disclose Corrpro's confidential and proprietary information to any third parties,or
use Corrpro's confidential and proprietary information for its own account or that of any third party,except in the performance of this Agreement.
13. Force Majeure:If Corrpro is delayed at any time by the acts or omissions of Buyer,Change Orders,or any Force Majeure;then the period of performance
of Services shall be extended, the delivery of Goods rescheduled and the price equitably adjusted to reflect the effects of delay on Corrpro's costs. "Force
Majeure" means circumstances beyond Corrpro's reasonable control, including acts of God, acts of public enemies, wars, other hostilities, blockades,
insurrections, riots, epidemics, quarantine restrictions, floods, unavailability of components or supplies, lightning, fire, storms, earthquakes, arrests, civil
disturbances,acts of any governmental or local authority,and any other acts and causes,not within Corrpro's control,which by the exercise of due diligence
and reasonable commercial effort, Corrpro shall not have been able to foresee, avoid or overcome. If Corrpro is unable for any reason to supply the total
demands for Goods specified in the Agreement,Corrpro may aliocate its viable supply among any or all purchasers on.such basis as Corrpro may deem fair
and practical,without liability for any failure of performance which may resulttherefrom.
14, Default; Cancellation. If Buyer fails to perform any of its obligations under this Agreement, including failure to make payments as provided in this
Agreement or otherwise,or if Buyer fails to give prompt assurances of future performance when requested by Corrpro,then Corrpro may,on 5 days'written
notice to Buyer,declare Buyer to be in default and Corrpro may suspend or terminate performance of its obligations under this Agreement without liability and
retain all rights and remedies Corrpro may possess at law, in equity or as provided in these T&Cs. In addition to the remedies above,to the extent that(a)
Corrpro declares a default under this Section 14,or(b)if the order is cancelled for any reason other than default by Corrpro,Buyer agrees to pay Corrpro for
any(i)Services performed antl Goods installed or delivered to date of termination,(ii)Goods ordered which cannot be cancelled,and(iii)all costs associated
with demobilizing equipment and personnel.All costs recovered shall include overheatl andlor profit on costs.
15. Hazardous Material.Corrpro is not responsible for the discovery of any hazardous material at the site where Services are to be performed.In the event
Corrpro discovers hazardous material,Corrpro will promptly notify Buyer.Corrpro is not obligated to commence or continue work until all hazardous materiai
discovered at the place of performance has been removed,remediated,or determined to be harmless. If Corrpro incurs additional costs or is delayed due to
the presence or remediation of hazardous material,Corrpro is entitled to an equitable atljustment in both the AgreemenYs price and the time for performance.
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In no event shall Corrpro be liable to Buyer or any third party for any hazardous material existing at the place of performance,or brought onto said premises
by any third party.Hazardous material includes any substance or material identified currently or in the future as hazardous under applicable laws,or any other
substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling,disposal,or cleanup.
16. Release of Liability for Buried Pipelines. If necessary for the performance of Services, Corrpro will contact the appropriate jurisdictional authority to
identify and locate any buried public utilities at least 72 hours prior to commencing work on site. Corrpro will also attempt to locate any buried metallic piping
prior to commencing work on the site.Buyer will provide Corrpro with accurate,dimensioned,reliable site piping antl utility plans("as-built site drawings")which
depict, at a minimum, the precise location of all underground storage tanks and all below ground fuel, vent, air, water, or natural gas piping and
electricallinstrumentation conduits (collectively"below-ground hazards") at least 3 days in advance of the date Corrpro is to commence work at the site. If
Buyer fails to provide as-built site tlrawings,or if any as-built site tlrawings provided by Buyer.are inaccurate or fail to identify the location of all below-ground
hazards, Buyer agrees that Corrpro will not be liable to Buyer for any damages, liabilities or claims arising from damage to any below-ground hazard or a
release of petroleum products or other hazardous material,in the course of Corrpro's performance of the Services, including any such damages caused by
the negligence of Corrpro or its employees. In addition,Buyer will indemnify and hold Corrpro harmless from any such damages,liabilities or claims made by
third parties,including governmental agencies.
17. Indemnification.TO THE FULLEST EXTENT PERMITTED BY LAW,BUYER AGREES TO DEFEND,INDEMNIFY,AND HOLD HARMLESS CORRPRO
AND ITS DIRECTORS,OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY,LOSSES,COSTS(INCLUDING COSTS
OF LITIGATION OR OTHER DISPUTE RESOLUTION AND ATTORNEYS' FEES), CLAIMS AND CAUSES OF ACTION IN FAVOR OF ANY AND ALL
PERSONS ARISING OUT OF, RESULTING FROM, OR IN ANY WAY ATTRIBUTABLE TO THE NEGLIGENT ACT OR ACTION, OMISSION OR FAILURE
TO ACT ON THE PART OF BUYER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS OR ANY OTHER PARTY FOR
WHOSE ACTS OR OMISSIONS ANY OF THEM MAY BE LIABLE.TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER FURTHER AGREES TFiAT
WHERE OTHER CONSULTANTS OR CONTRACTORS ARE EMPLOYED IN THE WORK,BUYER WILL NOT HOLD CORRPRO RESPONSIBLE FOR ANY
LOSS, DAMAGE OR INJURY CAUSED BY ANY FAULT OR NEGLIGENCE OF SUCH OTHER CONSULTANTS OR CONTRACTORS FOR RECOVERY
FROM THEM,OR ANY OF THEM,FOR ANY SUCH DAMAGE OR INJURY.
18. Insurance:Corrpro shall maintain the following insurance policies and limits: commercial general liability insurance .with limits of $Z,000,000 per
occurrencel$4,000,000 per=project aggregate,automobile liability with combined single limits of$2,000,000 per occurrence,workers'compensationlemployer's
liability with limits of$1,000,000/$1,000,0001$1,000,000, contractor's pollution liability with $5,000,000 per pollution event and professional liability with
5,000,000 limits. Such insurance shall be subject to the coverage provisions,limitations of liability,and other terms antl conditions contained in the applicable
policies. Customer Group shall be nametl as additional insured under all policies except for workers compensation'and professional liability. Customer shall
be granted waiver of subrogation rights under all policies. Upon written request Corrpro will provide to Customer a certificate evidencing such insurance.
19. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CONTRACTOR AGREES THAT ANY
RECOURSE AGAINST SUBCONTRACTOR UNDER THIS AGREEMENT OR RELATED TO SUBCONTRACTOR'S WORK HEREUNDER,INCLUDING BUT
NOT LIMITED ANY INDEMNITY OR WARRANTY OBLIGATIONS,SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO SUBCONTRACTOR UNDER
THIS AGREEMENT. IN NO EVENT SHALL CORRPRO OR ITS AFFILIATES BE LIABLE TO BUYER, ITS AFFILIATES, SUCCESSORS, ASSIGNS,
VENDEES OR TRANSFEREES,OR TO ANY THIRD PARTY,FOR ANY ECONOMIC LOSS,LOST PROFITS OR BUSINESS OPPORTUNITIES,PHYSICAL
HARM,INCIDENTAL,CONSEQUENTIAL,SPECIAL OR PUNITIVE DAMAGES,EVEN IF CORRPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES,ARISING OUT OF, RESULTING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT OR ACTS OR OMISSIONS OF CORRPRO IN
CONNECTION THEREWITH.
20. Governing Law;Dispute Resolution.The validity,construction and interpretation of this Agreement shall be governetl by the laws of the State of Texas
USA), excluding any conflicts of laws principles which woultl tlirect application of the substantive law of another juristliction.Any and all disputes, claims or
controversies arising out of or relating to this Agreement,or the breach thereof,shall be finally settled in the district court for the Southern District of Texas or
the Harris County District Court,both located in Houston,Texas.Each party agrees to personal jurisdiction in these courts.In any litigation proceeding pursuant
to this Agreement,the prevailing party shall recover from the other party all reasonable attorneys'fees,and other expenses in connection with such proceeding.
Neither the UNCITRAL Convention on Agreements for the International Sale of Goods nor UNIDROIT Principals of International Commercial Contracts(last
version published as of the date of this Agreement)shall apply to the validity,construction and performance of this Agreement.
21. Export Compliance.Corrpro's products,programs,and services are subject to U.S.export laws,rules,treaties,regulations,and international agreements
collectively, "Export Laws"). Buyer assumes the responsibility of abiding by the Export Laws along with applicable foreign laws when transferring, selling,
importing,exporting,re-exporting,deemed exporting,diverting,or otherwise disposing of Goods or Services.By purchasing the Goods and/or Services,Buyer
represents it is not in a sanctioned country nor is Buyer an individual or an entity whose purchase of the Goods or Services is restricted by the Export Laws.
22. Order of Precedence;Notice. If there is a conflict between the contract documents included in this Agreement,unless specified otherwise,the terms of
the documents will control in the following order:(a)master or other written agreement between Corrpro and Buyer signed by an authorized representative of
Corrpro prior to the date of the Sales Document;(b)terms stated on the face of the Sales Document;(c)these T&Cs;and(e)any other contract documents. ,
All notices and communications required by this Agreement shall be delivered,in writing,to the Corrpro address stated on the Sales Document.
23. Interpretation. Corrpro and Buyer acknowledge this Agreement, including the Sales Document, these T&Cs, and the other contract documents,
represents the entire agreement and understanding between the parties,incorporating all prior negotiations and understandings relating to the subject matter
of this Agreement,whether written or oral.This Agreement shall be construed neither against nor in favor of either party, but shall be construed in a neutral
manner. The failure of Corrpro to insist on strict performance of this Agreement shall not constitute a waiver of, or estoppel against, asserting the right to
require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a
similar nature or otherwise.All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies Corrpro may
have at law or in equity. Unless the context of this Agreement clearly requires otherwise, "inclutling" is not limiting and "or" has the inclusive meaning
represented by the phrase"andlor."If any provision of this Agreement shall be heltl to be invalid,illegal or unenforceable,the validity,legality antl enforceability
of the remaining provisions shall not be affected or impaired thereby. The section headings are for convenience only; they form no part of the terms and
conditions and shall not affect their interpretation.This Agreement shall be binding on and inure to the benefit of the parties and their respective successors
and assigns;however,Buyer may not assign this Agreement without the prior written consent of Corrpro.
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