8055 - GMP Amendment 1 Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Cori Power
FILE 8055-GMP No.1
Not Applicable
CMAR for Neighborhood 2 & 6 Construction Phase
N/A
NOVEMBER 14, 2023
23-2117
CITY OF DENTON, TEXAS
NEIGHBORHOOD 2 & 6 IMPROVEMENTS
CONSTRUCTION MANAGER AT RISK
CONSTRUCTION PHASE SERVICES
CONTRACT NO. 8055 - GMP No. 1
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TABLE OF CONTENTS
Article PAGE
RECITALS ............................................................................................................................... 1
Article 1 - Definitions ............................................................................................................... 2
Article 2 - CM@Risk’s Services and Responsibilities .............................................................. 6
Article 3 - City’s Services and Responsibilities ...................................................................... 14
Article 4 - Contract Time ........................................................................................................ 16
Article 5- Contract Price ........................................................................................................ 20
Article 6 - Changes to the Contract Price and Time .............................................................. 21
Article 7- Procedure for Payment .......................................................................................... 24
Article 8- Claims and Disputes .............................................................................................. 27
Article 9 – Suspension and Termination ................................................................................ 29
Article 10 - Insurance and Bonds .......................................................................................... 31
Article 11 - Indemnification .................................................................................................... 35
Article 12 – General Provisions ............................................................................................. 36
EXHIBIT A – SITE DESCRIPTION OF GMP NO. 1
EXHIBIT B – APPROVED GMP NO. 1
EXHIBIT C – GENERAL CONDITIONS
EXHIBIT D – PREVAILING WAGE RATES
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CITY OF DENTON
NEIGHBORHOOD 2 & 6 MPROVEMENTS
CONSTRUCTION MANAGER AT RISK CONSTRUCTION SERVICES
Project No. CONTRACT NO. 8055
THIS AGREEMENT, made and entered as of ________________by and between City of Denton,
hereinafter designated the “City” and Sundt Construction, Inc., hereinafter designated the “Construction
Manager at Risk” or “CM@Risk”
RECITALS
A. The City Manager of the City of Denton, Texas, or their designee, is authorized and empowered by
provisions of the City Charter to execute contracts for construction services.
B. The City intends to construct Neighborhood Area 2 & 6 as more fully described in Exhibit A & Exhibit B
attached.
C. To undertake the construction administration of said Project the City has entered into a contract with
Kimley-Horn and Associates, Inc., hereinafter referred to as the “Design Professional.”
D. The CM@Risk has represented to the City the ability to provide construction management
services and to construct the Project and based on this representation the City engages the
CM@Risk to provide these services and construct the Project.
E. Contract No. 8055 has been executed previously between City and CM@Risk to perform design
phase services. Those services may continue during the duration of this contract.
NOW THEREFORE, for and in consideration of the mutual covenants and considerations hereinafter
contained, it is agreed by and between the City and the CM@Risk as follows:
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Article 1 - Definitions
“Agreement” (“Contract”) means this written document signed by the City and CM@Risk covering the
construction phase of the Project, and including other documents itemized and referenced in or attached to
and made part of this Contract. The terms Agreement and Contract shall be used interchangeably
throughout unless specifically stated otherwise.
“Approved GMP” means any GMP or GMP amendment agreed to by the parties in accordance with this
Agreement.
“Change Directive” means a written order prepared and signed by City, directing a change in the Work prior
to agreement on an adjustment in the Contract Price and the Contract Time.
“Certificate of Substantial Completion” has the meaning given such term in Subsection 4.1.5.
“Change Order” means a type of contract amendment issued after execution of this Agreement or future
GMP Amendments signed by City and CM@Risk, agreeing to changes to an agreement. The Change Order
will state the following: the addition, deletion, or revision in the scope of Work; the amount of the adjustment
to the Contract Price; and the extent of the adjustment to the Contract Times or other modifications to
Contract terms.
“City (“Owner” or “OWNER”) means the City of Denton, a municipal corporation, with whom CM@Risk has
entered into this Contract and for whom the services are to be provided pursuant to said Contact. Regulatory
activities handled by the City of Denton Developmental Services, Fire and Planning Departments or any
other City Department are not subject to the responsibilities of the City under this Agreement.
“City’s Representative” means the person designated in Subsection 8.3.1.2.
“City’s Senior Representative” means the person designated in Subsection 8.3.1.1.
“CM@Risk” means the firm selected by the City to provide construction services as detailed in this Agreement.
“CM@Risk’s Contingency” means a fund to cover cost growth during the project used at the discretion of
the CM@Risk usually for costs that result from project circumstances. The amount of the CM@Risk’s
Contingency will be negotiated as a separate line item in each GMP package. Use and management of the
CM@Risk’s Contingency is described in Subsection 5.1.2.3.
“CM@Risk’s Representative” means the person designated in Subsection 8.3.2.2.
“CM@Risk’s Senior Representative” means the person designated in Subsection 8.3.2.1.
“Contract Documents” means the following items and documents in descending order of precedence
executed by the City and the CM@Risk: (i) all written modifications, amendments and Change Orders; (ii)
this Agreement, including all exhibits and attachments; (iii) Construction Documents; (iv) GMP Plans and
Specifications. In the event of a conflict between this Agreement and the other Contract Documents,
including the General Conditions, the terms of this Agreement will control.
“Construction Documents” The plans, specifications, and drawings prepared by the Design Professional
and issued as approved for construction meaning the documents are sealed by the Design Professional,
signed and acceptable for permitting.
“Construction Fee” means the lump sum amount for CM@Risk’s administrative costs for branch or home
office overhead, and profit at the time of GMP.
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“Contract Price” means the amount or amounts set forth in Article 5. The Contract Price set forth in Article 5 is for
the attached GMP Proposal and is cumulative with any other GMP Proposals approved of by the City.
“Contract Time” means the Days as set forth in Article 4 the period of time, including authorized
adjustments, allotted in the Contract Documents for Substantial Completion of the Project.
“Cost of the Work” The direct costs or stipulated rates necessarily incurred by the CM@Risk in the proper
performance of the Work. The Cost of the Work shall include direct labor costs, subcontract costs, costs of
materials and equipment incorporated in the completed construction, costs of other materials and
equipment, temporary facilities, building permit fees (if not paid for by City), materials testing, General
Conditions Costs, and related items. The Cost of the Work shall not include the CM@Risk’s Construction
Fee.
“Critical Path” means the sequence of activities from the start of the Work to the Substantial Completion of
the Project. Any delay in the completion of these activities will extend the Substantial Completion date.
“Day(s)” mean calendar days unless otherwise specifically noted in the Contract Documents.
“Design Phase Contract” means the agreement between the City and CM@Risk for services provided by
the CM@Risk during the design phase which may include the following: design recommendations, project
scheduling, constructability reviews, alternate systems evaluation, cost estimates, MBE/WBE/SBE
utilization, subcontractor bid phase services, and GMP preparation.
“Design Professional” means a qualified, licensed design professional who furnishes design and/or
construction administration services required for the Project. A Design Professional is referenced in Recital
C, above.
“Differing Site Conditions” means concealed or latent physical conditions or subsurface conditions at the
Site that, (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual
nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent
in the Work.
“Engineer” The qualified, licensed person, firm or corporation who furnishes engineering services required
for the Project.
“Final Acceptance” means the completion of the Work as prescribed in Section 4.2.
“Float” means the number of Days by which an activity can be delayed without lengthening the Critical Path
and extending the Substantial Completion date.
“General Conditions Costs” Includes, but is not limited to the following types of costs for the CM@Risk
during the construction phase: payroll costs for project manager or construction manager for Work
conducted at the site; payroll costs for the superintendent and full-time general foremen; payroll costs for
other management personnel resident and working on the site; workers not included as direct labor costs
engaged in support (e.g. loading/unloading, clean-up, etc.); administrative office personnel; costs of offices
and temporary facilities including office materials, office supplies, office equipment, minor expenses;
utilities, fuel, sanitary facilities and telephone services at the site; costs of liability insurance premiums not
included in labor burdens for direct labor costs; costs of bond premiums; costs of consultants not in the
direct employ of the CM@Risk or Subcontractors; and fees for licenses.
“Guaranteed Maximum Price” or “GMP” means the sum of the maximum Cost of the Work; the Construction
Fee; General Conditions Costs, taxes, and CM@Risk’s Contingency including authorized adjustments. The
GMP can be separated into individual, but cumulative, packages each describing a specific portion of the
Project as set forth in the scope of the work attached to such GMP Proposal.
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“GMP Proposal” refers to the specific GMP package set forth and attached to this Contract.
“GMP Amendment” means an amendment, executed in writing and signed by both parties, to the GMP.
“GMP Plans and Specifications” means the plans and specifications upon which the Guaranteed Maximum
Price proposal is based as listed in the GMP proposal.
“Legal Requirements” means all applicable federal, state, and local laws, codes, ordinances, rules,
regulations, orders, and decrees of any government or quasi-government entity having jurisdiction over the
Project or Site, the practices involved in the Project or Site, or any Work.
“Milestones” - A principal event in the performance of the Work that the Contract requires CM@Risk to achieve
by an intermediate completion date, or by a time prior to Substantial Completion of all the Work.
“Notice to Proceed” or “NTP” means the directive issued by the City, authorizing the CM@Risk to start
Work. Such notice shall be provided to the CM@Risk at least seven days prior to the commencement date
stipulated herein and shall be provided no later than 30 days after the GMP proposal is approved by the
City and all the required documentation is received by the City.
“Owner’s Contingency” means a fund to cover cost growth during the Project used at the discretion of the
Owner usually for costs that result from Owner directed changes or unforeseen site conditions. The amount
of the Owner’s Contingency will be set solely by the Owner and will be in addition to the Project costs
included in the CM@Risk’s GMP packages. Use and management of the Owner’s Contingency is described
in Subsection 5.1.3.
“Payment Request” means the City form used by the CM@Risk to request progress payments for Work in
accordance with Article 7.
“Performance Period” means the period of time allotted in the Contract Documents to substantially
complete the Work comprised within a GMP. The Performance Period shall be stated with each GMP
proposal and shown on the Project Schedule.
“Product Data” means illustrations, standard schedules, performance charts, instructions, brochures,
diagrams and other information furnished by the CM@Risk to illustrate materials or equipment for some
portion of the Work.
“Project” means the Work to be completed in the execution of this Agreement as amended and as described
in the Recitals above and in each Approved GMP.
“Project Schedule” means a schedule, prepared and maintained by CM@Risk, describing the sequence
and duration of the activities comprising the CM@Risk’s plan to accomplish the Work within the Contract
Times.
“Project Record Documents” means the documents created pursuant to Section 2.10.
“Samples” means physical examples which illustrate materials, equipment, or workmanship and establish
standards by which the Work will be evaluated.
“Shop Drawings” mean drawings, diagrams, schedules, and other data specially prepared for the Work by
the CM@Risk or a Subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the
Work.
“Site” means the land or premises on which the Project is located generally described in in Exhibit A.
“Specifications” means the part(s) of the Contract Documents for the construction phase consisting of
written technical descriptions of materials, equipment, construction systems, standards, and workmanship
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as applied to the Work and certain administrative details applicable thereto as listed in the GMP proposal.
“Subcontractor” means an individual or firm having a direct contract with the CM@Risk or any other
individual or firm having a contract with the aforesaid individual or firm at any tier, who undertakes to perform
a part of the construction phase Work for which the CM@Risk is responsible.
“Subconsultant” - A person, firm or corporation having a contract with the CM@Risk to furnish services required
as its independent professional associate or consultant with respect to the Project.
“Substantial Completion” means when the Work, or an agreed upon portion of the Work, is sufficiently
complete so that City can occupy and use the Project or a portion thereof for its intended purposes. This
may include, but is not limited to: (i) approval by City Fire Marshall and local authorities; (ii) all systems in
place, functional, and displayed to the City or its representative; (iii) all materials and equipment installed;
(iv) all systems reviewed and accepted by the City; (v) draft O&M manuals and record documents reviewed
and accepted by the City; (vi) City operation and maintenance training complete ; (vii) landscaping and site
work; and (viii) final cleaning. The conditions of Substantial Completion that do not apply to a specific GMP
will be listed in the Notice to Proceed letter pursuant to Subsection 2.4.3.
“Supplier” means a manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct
contract with CM@Risk or any Subcontractor to furnish materials or equipment to be incorporated in the
construction phase Work by CM@Risk or any Subcontractor.
“Work” means the entire completed construction or the various separately identifiable parts thereof, required
by the Agreement to be furnished during the construction phase. “Work” includes and is the result of
performing or furnishing labor and furnishing and incorporating materials, resources, and equipment into
the construction, and performing or furnishing services and documents as required by the Contract
Documents for the construction phase.
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Article 2 - CM@Risk’s Services and Responsibilities
2.0 The CM@Risk shall furnish any and all labor, materials, equipment, transportation, utilities,
services, and facilities required to perform all Work required by the contract document, and to
completely and totally construct the same and install the material therein for the City. All Work
will be performed in a good and workmanlike and substantial manner and within the care and
skill of a qualified CM@Risk in Denton, Texas. The Work shall be to the satisfaction of the City
and strictly pursuant to and in conformity with the Project’s Contract Documents as modified. It
is not required that the services be performed in the sequence in which they are described.
2.1. General Services
2.1.1. CM@Risk’s Representative shall be reasonably available to City and shall have the necessary
expertise and experience required to supervise the Work. CM@Risk’s Representative shall
communicate regularly with City but not less than once a week and shall be vested with the
authority to act on behalf of CM@Risk. CM@Risk’s Representative may be replaced only with
the written consent of City.
2.1.2 City’s Project Management Information System (Procore)
2.1.2.1 The CM@Risk will be required to maintain all project records in electronic format. The City
provides a web-based project management database which the CM@Risk will be required to
utilize in the fulfillment of the contract requirements. Although this electronic platform does not
fulfill this requirement in its entirety, the CM@Risk will be required to utilize this platform as the
basis for this Work. Any documents submitted to the City in electronic format shall be considered
equivalent to an original of such document.
2.1.2.2 The CM@Risk can expect to use Procore to process all primary level tri-partite contract
documents related to the construction phase of the Project including but not limited to: requests
for interpretation/information, potential Change Orders, Change Orders, construction meeting
minutes, Submittals, Design Professional’s supplemental instructions and Payment Requests.
2.1.2.3 The CM@Risk will be required to process information into electronic digital form. In order to fulfill
this requirement, the CM@Risk shall provide all necessary equipment to perform the functions
necessary to generate, convert, store, maintain, connect to Procore, and transfer electronic
data.
2.1.2.4 CM@Risk shall provide a computerized networked office platform with broadband internet
connectivity. Wired or wireless is acceptable. This platform shall function well in a web-based
environment utilizing an internet browser compatible with the City Procore system.
2.2 Government Approvals and Permits
2.3.1 Unless otherwise provided, CM@Risk shall obtain or assist the City to obtain all necessary
permits, approvals, and licenses required for the prosecution of the Work from any government
or quasi-government entity having jurisdiction over the Project. The CM@Risk is specifically
reminded of the need to obtain the necessary environmental permits or file the necessary
environmental notices.
2.3.2 Copies of these permits and notices must be provided to the City’s Representative prior to
starting the permitted activity. In the case of Fire Department permits, a copy of the application
for permit shall also be provided to the City’s Representative. This provision does not constitute
an assumption by the City of an obligation of any kind for violation of said permit or notice
requirements.
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2.3.3 City shall be responsible for all City of Denton review and permit(s) fees for building and
demolition permits. City will also pay review and permit fees for grading and drainage, water,
sewer right-of-way, and landscaping. City shall also pay for utility design fees for permanent
services.
2.3.4 CM@Risk shall be responsible for all other permits and review fees not specifically listed in
Subsection 2.3.3 above. CM@Risk is responsible for the cost of water meter(s), and all water
bills on the project meters until Substantial Completion of the Project. Arrangements for
construction water are the CM@Risk’s responsibility.
2.4 Pre-construction Conference
2.4.1 Prior to the commencement of any Work, the City’s Representative will schedule a pre-
construction conference.
2.4.2 The purpose of this conference is to establish a working relationship between the CM@Risk,
utility firms, and various City agencies. The agenda will include critical elements of the work
schedule, submittal schedule, cost breakdown of major lump sum items, Payment Requests and
processing, coordination with the involved utility firms, the level of Record Project Documents
required, and emergency telephone numbers for all representatives involved in the course of
construction.
2.4.3 The Notice to Proceed date will be concurred to. After the meeting a Notice to Proceed letter
will be issued confirming the construction start date, Performance Period, and, if applicable, the
Substantial Completion date. If a Substantial Completion date is established the conditions of
the Substantial Completion will be listed.
2.4.4 The CM@Risk shall provide a schedule of values based on the categories used in the buyout
of the Work but not greater than the approved GMP and identifying the CM@Risk’s Contingency.
The schedule of values will subdivide the Work into all items comprising the Work.
2.4.5 Minimum attendance by the CM@Risk shall be the CM@Risk’s Representative, who is
authorized to execute and sign documents on behalf of the firm, the job superintendent, and the
CM@Risk’s safety officer.
2.5 Control of the Work
2.5.1 Unless otherwise provided in the Contract Documents to be the responsibility of City or a
separate contractor, CM@Risk shall provide through itself or Subcontractors the necessary
supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary
utilities, and other temporary facilities to permit CM@Risk to complete the Work consistent with
the Contract Documents.
2.5.2 CM@Risk shall perform all construction activities efficiently and with the requisite expertise,
skill, and competence to satisfy the requirements of the Contract Documents. CM@Risk shall
at all times exercise complete and exclusive control over the means, methods, sequences, and
techniques of construction.
2.5.3 CM@Risk, the CM@Risk’s Representative or other authorized representative shall be present
at the Site at all times that construction activities are taking place.
2.5.3.1 All elements of the Work shall be under the direct supervision of a foreman or his designated
representative on the Site who shall have the authority to take actions required to properly carry
out that particular element of the Work.
2.5.4 In the event of noncompliance with this Section, the City may require the CM@Risk to stop or
suspend the Work in whole or in part. Where the Contract Documents require that a particular
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product be installed and/or applied by an applicator approved by the manufacturer, it is the
CM@Risk’s responsibility to ensure the Subcontractor employed for such Work is approved by
the manufacturer.
2.5.5 Before ordering materials or doing work, the CM@Risk and each Subcontractor shall verify
measurements at the Site and shall be responsible for the correctness of such measurements;
differences, which may be found, shall be submitted to the City for resolution before proceeding
with the Work.
2.5.6 The CM@Risk shall take field measurements and verify field conditions and shall carefully
compare such field measurements and conditions and other information known to the CM@Risk
with the Contract Documents before commencing activities. Errors, inconsistencies, or
omissions discovered shall be reported to the City at once.
2.5.7 The CM@Risk shall establish and maintain all primary building and construction grades, lines,
levels, and benchmarks, and shall be responsible for accuracy and protection of same.
2.5.8 Any person employed by the CM@Risk or any Subcontractor who, in the opinion of the City,
does not perform his work in a proper, skillful, and safe manner or is intemperate or disorderly
shall, at the written request of the City, be removed from the Work by CM@Risk or Subcontractor
employing such person, and shall not be employed again in any portion of Work without the
written approval of the City. THE CM@RISK OR SUBCONTRACTOR SHALL KEEP THE CITY HARMLESS
FROM DAMAGES OR CLAIMS WHICH MAY OCCUR IN THE ENFORCEMENT OF THIS SECTION.
2.5.9 CM@Risk assumes responsibility to City for the proper performance of the work of
Subcontractors and any acts and omissions in connection with such performance. Nothing in
the Contract Documents is intended or deemed to create any legal or contractual relationship
between City and any Subcontractor, including but not limited to any third-party beneficiary
rights.
2.5.10 CM@Risk shall coordinate the activities of all Subcontractors. If City performs other work on the
Project or at the Site with separate contractors under City’s control, CM@Risk agrees to
reasonably cooperate and coordinate its activities with those of such separate contractors so
that the Project can be completed in an orderly and coordinated manner without unreasonable
disruption.
2.6 Control of the Work Site
2.6.1 Throughout all phases of construction, including suspension of Work, CM@Risk shall keep the
Site reasonably free from debris, trash, and construction wastes to permit CM@Risk to perform
its construction services efficiently, safely and without interfering with the use of adjacent land
areas. Upon Substantial Completion of the Work, or a portion of the Work, CM@Risk shall
remove all debris, trash, construction wastes, materials, equipment, machinery, and tools arising
from the Work or applicable portions thereof to permit City to occupy the Project or a portion of
the Project for its intended use.
2.6.2 CM@Risk shall take all reasonable steps, procedures, or means to prevent any dust nuisance
due to construction operations. The dust control measures shall be maintained at all times to
the satisfaction of the City and in accordance with the local requirements.
2.6.3 CM@Risk shall maintain ADA and ANSI accessibility requirements during construction activities
in an occupied building or facility. ADA and ANSI accessibility requirements shall include, but
not be limited to, parking, building access, entrances, exits, restrooms, areas of refuge, and
emergency exit paths of travel. CM@Risk shall be responsible for the coordination of all work to
minimize disruption to building occupants and facilities.
2.6.4 Only materials and equipment which are to be used directly in the Work shall be brought to and
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stored on the Site by the CM@Risk. When equipment is no longer required for the Work, it shall
be removed promptly from the Site. Protection of construction materials and equipment stored
at the Site from weather, theft, damage, and all other adversity is solely the responsibility of the
CM@Risk.
2.7 Shop Drawings, Product Data and Samples
2.7.1 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents.
The purpose of their submittal is to demonstrate for those portions of the Work for which
submittals are required the way the CM@Risk proposes to conform to the information given and
the design concept expressed in the Contract Documents.
2.7.2 The CM@Risk shall review, approve, verify, and submit to the City each Shop Drawing, Product
Data, Sample, and similar submittal required by the Contract Documents in accordance with the
approved GMP schedule as shown in Exhibit B as to cause no delay in the Work or in the
activities of the City or of separate contractors. Submittals made by the CM@Risk, which are
not required by the Contract Documents, may be returned without action.
2.7.3 The CM@Risk shall perform no portion of the Work requiring submittal and review of Shop
Drawings, Product Data, Samples, or similar submittals until the respective submittal has been
approved by the City. Such Work shall be in accordance with approved submittals.
2.7.4 By approving, verifying, and submitting Shop Drawings, Product Data, Samples, and similar
submittals, the CM@Risk represents that the CM@Risk has determined and verified materials,
field measurements and field construction criteria related thereto, or will do so, and has checked
and coordinated the information contained within such submittals with the requirements of the
Work and of the Contract Documents.
2.7.5 The CM@Risk shall not be relieved of responsibility for deviations from requirements of the
Contract Documents by the City‘s approval of Shop Drawings, Product Data, Samples or similar
submittals unless the CM@Risk has specifically informed the City in writing of such deviation at
the time of submittal and the City has given written approval to the specific deviation. The
CM@Risk shall not be relieved of responsibility for errors or omissions in Shop Drawings,
Product Data, Samples, or similar submittals by the City’s approval thereof.
2.7.6 The CM@Risk shall direct specific attention, in writing or on resubmitted Shop Drawings,
Product Data, Samples, or similar submittals, to revisions other than those requested by the City
on previous submittals.
2.7.7 Informational submittals upon which the City is not expected to take responsive action may be
so identified in the Contract Documents.
2.7.8 When professional certification of performance criteria of materials, systems, or equipment is
required by the Contract Documents, the City shall be entitled to rely upon the accuracy and
completeness of such calculations and certifications.
2.8 Quality Control, Testing and Inspection
2.8.1 All materials used in the Work shall be new and unused, unless otherwise noted, and shall meet
all quality requirements of the Contract Documents.
2.8.2 All construction materials to be used on the Work or incorporated into the Work, equipment,
plant, tools, appliances, or methods to be used in the Work may be subject to the inspection and
approval or rejection by the City. Any material rejected by the City shall be removed immediately
and replaced in an acceptable manner.
2.8.3 The procedures and methods used to sample, and test material will be determined by the City.
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2.8.4 The City may select a pre-qualified City or independent testing laboratory and may perform
additional acceptance testing at the City’s cost.
2.8.4.1 When the first and subsequent tests indicate noncompliance with the Contract Documents, the
cost associated with that noncompliance will be paid for by the CM@Risk. CM@Risk’s
Contingency cannot be utilized for the cost of re-testing.
2.8.4.2 When the first and subsequent tests indicate noncompliance with the Contract Documents, all
retesting shall be performed by the same testing agency.
2.8.5 The CM@Risk will cooperate with the selected testing laboratory and all others responsible for
testing and inspecting the work and shall provide them access to the Work at all times.
2.8.6 At the option of the City, materials may be approved at the source of supply before delivery is
started.
2.8.7 Code compliance testing and inspections required by codes or ordinances, or by a plan approval
authority, and which are made by a legally constituted authority, shall be the responsibility of
and shall be paid by the CM@Risk as a Cost of the Work, unless otherwise provided in the
Contract Documents or unless required by Chapter 2269 of the Texas Government Code.
2.8.8 CM@Risk’s convenience and quality control testing and inspections shall be the sole
responsibility of the CM@Risk and paid by the CM@Risk as a Cost of the Work.
2.9 Trade Names and Substitutions.
2.9.1 Contract Document references to equipment, materials, or patented processes by
manufacturer, trade name, make or catalog number, unless indicated that no substitutions are
permitted, substitute, or alternate items may be permitted, subject to the following:
2.9.2 The substitution shall be submitted by CM@Risk in writing to the City.
2.9.3 The CM@Risk shall certify that the substitution will perform the functions and achieve the results
called for by the general design, be similar and of equal substance, and be suited to the same
use as that specified.
2.9.4 The submittal shall state any required changes in the Contract Documents to adapt the design
to the proposed substitution.
2.9.5 The submittal shall contain an itemized estimate of all costs and credits that will result directly
and indirectly from the acceptance of such substitution, including cost of design, license fees,
royalties, and testing. Also, the submittal shall include any adjustment in the Contract Time
created by the substitution.
2.9.6 The CM@Risk if requested by the City shall submit Samples or any additional information that
may be necessary to evaluate the acceptability of the substitution.
2.9.7 The City will make the final decision and will notify the CM@Risk in writing as to whether
the substitution has been accepted or rejected. If the City does not respond in a timely
manner, the CM@Risk shall continue to perform the Work in accordance with the Contract
Documents and the substitution will be considered rejected.
2.10 Project Record Documents
2.10.1 During the construction period, the CM@Risk shall maintain at the jobsite a set of blueline or
blackline prints of the Construction Document drawings and shop drawings for Project Record
Document purposes.
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2.10.1.1 The CM@Risk shall mark these drawings to indicate the actual installation where the
installation varies appreciably from the original Construction Documents. Give particular
attention to information on concealed elements, which would be difficult to identify or measure
and record later. Items required to be marked include but are not limited to:
• Dimensional changes to the drawings.
• Revisions to details shown on drawings
• Depths of foundations
• Locations and depths of underground utilities
• Revisions to routing of piping and conduits.
• Revisions to electrical circuitry.
• Actual equipment locations.
• Locations of concealed internal utilities.
• Changes made by Change Order.
• Details not on original Contract Drawings.
2.10.1.2 Mark completely and accurately Project Record Drawing prints of Construction Documents or
Shop Drawings, whichever is the most capable of indicating the actual physical condition.
Where Shop Drawings are marked, show cross-reference on the Construction Documents
location.
2.10.1.3 Note RFI Numbers, ASI Numbers and Change Order numbers, etc., as required to identify the
source of the change to the Construction Documents.
2.10.1.4 The CM@Risk shall as a condition of Substantial Completion, submit Project Record Drawing
and Shop Drawings prints to the City or its representative for review and comment.
2.10.2. Upon receipt of the reviewed Project Record Drawings from the City, the CM@Risk shall
correct any deficiencies and/or omissions to the drawings and prepare for submission to
the City within 14 Days.
2.11 Project Safety
2.11.2. CM@Risk recognizes the importance of performing the Work in a safe manner so as to prevent
damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work,
including materials and equipment incorporated into the Work or stored on-Site or off-Site, and
(iii) all other property at the Site or adjacent thereto.
2.11.3. CM@Risk assumes responsibility for implementing and monitoring all safety precautions and
programs related to the performance of the Work.
2.11.4. CM@Risk shall, prior to commencing construction, designate a safety representative with the
necessary qualifications and experience to supervise the implementation and monitoring of all
safety precautions and programs related to the Work. Unless otherwise required by the Contract
Documents, CM@Risk’s safety representative shall be an individual stationed at the Site who
may have other responsibilities on the Project in addition to safety.
2.11.5. The safety representative shall make routine daily inspections of the Site and shall hold weekly
safety meetings with CM@Risk’s personnel, Subcontractors, and others as applicable.
2.11.6. CM@Risk and Subcontractors shall comply with all Legal Requirements relating to safety, as
well as any City-specific safety requirements set forth in the Contract Documents, provided that
such City-specific requirements do not violate any applicable Legal Requirement.
2.11.7. CM@Risk will immediately report in writing any safety-related injury, loss, damage, or accident
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arising from the Work to City’s Representative and, to the extent mandated by Legal
Requirements, to all government or quasi-government authorities having jurisdiction over safety-
related matters involving the Project or the Work.
2.11.8. CM@Risk’s responsibility for safety under this Section is not intended in any way to relieve
Subcontractors of their own contractual and legal obligations and responsibility for (i) complying
with all Legal Requirements, including those related to health and safety matters, and (ii) taking
all necessary measures to implement and monitor all safety precautions and programs to guard
against injury, losses, damages or accidents resulting from their performance of the Work.
2.12 Warranty
2.12.1 CM@Risk warrants to City that the construction, including all materials and equipment
furnished as part of the construction, shall be new unless otherwise specified in the Contract
Documents, of good quality, in conformance with the Contract Documents and free of defects
in materials and workmanship.
2.12.2. CM@Risk’s warranty obligation excludes defects caused by abuse, alterations, or failure to
maintain the Work by persons other than CM@Risk or anyone for whose acts CM@Risk may
be liable.
2.12.3. CM@Risk’s warranty obligation shall be for two years.
Nothing in this warranty is intended to limit any manufacturer’s warranty which provides City with
greater warranty rights than set forth in this Section or the Contract Documents. CM@Risk will provide
City with all manufacturers’ warranties upon Substantial Completion.
2.13 Correction of Defective Work
2.13.2. CM@Risk agrees to correct any Work that is found to not be in conformance with the Contract
Documents, including that part of the Work subject to Section 2.12 above, within a period of two
years from the date of Substantial Completion of the Work or any portion of the Work, or within such
longer period to the extent required by the Contract Documents. A progress payment, or partial or
entire use or occupancy of the Project by the City, shall not constitute acceptance of Work not in
accordance with the Contract Documents.
2.13.3. During the Work, CM@Risk shall take meaningful steps to commence correction of such
nonconforming Work as notified by the City. This includes the correction, removal or replacement of
the nonconforming Work and any damage caused to other parts of the Work affected by the
nonconforming Work. If CM@Risk fails to commence the necessary steps during the Work, City, in
addition to any other remedies provided under the Contract Documents, may provide CM@Risk with
written notice that City will commence correction of such nonconforming Work with its own forces.
2.13.4. CM@Risk shall, take meaningful steps to commence correction of nonconforming Work subject to
Section 2.12 above, within seven Days of receipt of written notice from City. This includes the
correction, removal or replacement of the nonconforming Work and any damage caused to other
parts of the Work affected by the nonconforming Work. If CM@Risk fails to commence the
necessary steps within such seven Day period, City, in addition to any other remedies provided
under the Contract Documents, may provide CM@Risk with written notice that City will commence
correction of such nonconforming Work with its own forces.
2.13.5. If City does perform such corrective Work, CM@Risk shall be responsible for all reasonable costs
incurred by City in performing such correction.
2.13.6. If the nonconforming Work creates an emergency requiring an immediate response, the CM@Risk
will respond and initiate corrections within twenty-four hours.
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2.13.7. The two-year period referenced in Subsection 2.12.1 above applies only to CM@Risk’s obligation to
correct nonconforming Work and is not intended to constitute a period of limitations for any other
rights or remedies City may have regarding CM@Risk’s other obligations under the Contract
Documents.
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Article 3 - City’s Services and Responsibilities
3.1 Duty to Cooperate.
3.1.1 City shall, throughout the performance of the Work, cooperate with CM@Risk and perform its
responsibilities, obligations, and services in a timely manner to facilitate CM@Risk’s timely and
efficient performance of the Work and so as not to delay or interfere with CM@Risk’s
performance of its obligations under the Contract Documents.
3.1.2 City shall furnish at the CM@Risk’s request, at no cost to the CM@Risk, a CADD file of the
Construction Documents in AutoCAD format compatible with City of Denton Engineering and
Architectural Services Department CADD technology.
3.1.3 The City will provide training in the use and operation of the PROCORE system.
3.2 City’s Representative
3.2.1 City’s Representative shall be responsible for providing City-supplied information and approvals
in a timely manner to permit CM@Risk to fulfill its obligations under the Contract Documents.
3.2.2 City’s Representative shall also provide CM@Risk with prompt notice if it observes any failure
on the part of CM@Risk to fulfill its contractual obligations, including any default or defect in the
Project or non-conformance with the Contract Documents.
3.2.3 The City may utilize field inspectors to assist the City’s Representative during construction in
observing performance of the CM@Risk. The inspector is for the purpose of assisting the City’s
Representative and should not be confused with an inspector with a City regulatory agency or
with an inspector from a City laboratory pursuant to Subsection 2.8.4.
3.2.3.1 Through onsite observation of the Work in progress and field checks of materials and equipment,
the inspector shall endeavor to provide protection against defects and deficiencies in the Work.
3.2.3.2 The inspector will be authorized to inspect all Work and materials furnished. Such inspection
may extend to all or part of the Work and to the preparation, fabrication or manufacture of the
materials to be used.
3.2.3.3 The inspector will not be authorized to issue instructions contrary to the Construction Documents
or to act as a foreman for the CM@Risk.
3.2.3.4 The inspector shall have the authority to reject work or materials until any questions at issue
can be decided by the City’s Representative.
3.2.3.5 The furnishing of such services for the City shall not make the City responsible for or give the
City control over construction means, methods, techniques, sequence or procedures, or for
safety precautions or programs or responsibility for the CM@Risk’s failure to perform the work
in accordance with Contract Documents.
3.3 Design Professional Services
3.3.1 The City may contract separately with one or more Design Professionals to provide construction
administration of the project. The Design Professional’s contract as well as other firms hired by
the City shall be furnished to the CM@Risk. The CM@Risk shall not have any right however, to
limit or restrict any contract modifications that are mutually acceptable to the City and Design
Professional.
3.3.2 The City may contract with the Design Professional to provide some or all of the following
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services during the performance of the Work.
3.3.2.1 Provide oversight of the Work. The City and CM@Risk shall endeavor to communicate through
the Design Professional. Communications by and with the Design Professional’s consultants
shall be through the Design Professional.
3.3.2.2 Site visits at intervals appropriate to the stage of construction to become generally familiar with
the progress and quality of the completed Work and work in progress and to determine in general
if the Work is being performed in accordance with the Contract Documents. The Design
Professional will keep the City informed of progress of the Work and will endeavor to guard the
City against defects and deficiencies in the Work. The Design Professional may have authority
to reject construction which does not conform to the Construction Documents and to require
additional inspection or testing of the construction in accordance with Section 2.8.
3.3.2.3 Review and approve or take other appropriate action upon the CM@Risk’s submittals such as
Shop Drawings, Product Data and Samples in accordance with Section 2.7.
3.3.2.4 Interpret and decide matters concerning performance under and requirements of the Contract
Documents on written request of either the City or CM@Risk. The Design Professional’s
response to such requests will be made with reasonable promptness and within any time limits
agreed upon.
3.3.2.5 Prepare Change Orders and may authorize minor changes in the Work as provided in
Subsection 6.6.1.
3.3.2.6 Conduct inspections to determine Substantial Completion and Final Acceptance.
3.3.2.7 Receive and forward to the City for the City’s review and records written warranties and related
documents required by the Contract Documents and assembled by the CM@Risk.
3.4 City’s Separate Contractors. City is responsible for all work performed on the Project or at the
Site by separate contractors under City’s control. City shall contractually require its separate
contractors to cooperate with and coordinate their activities so as not to interfere with, CM@Risk
in order to enable CM@Risk to timely complete the Work consistent with the Contract
Documents. Any City separate contractors will be subject to City insurance and subrogation
requirements.
3.5 Permit Review and Inspections.
3.5.1 If requested by the CM@Risk, the City’s Representative will provide assistance and guidance
in obtaining necessary reviews, permits and inspections.
3.5.2 Regulating agencies of the City, such as Developmental Services, Fire and Planning
Departments, enforce Legal Requirements. These enforcement activities are not subject to the
responsibilities of the City under this Agreement.
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Article 4 - Contract Time
4.0. Contract Time.
4.0.1. Contract Time shall start with the commencement date established in the Notice to Proceed for
the first Approved GMP and end with Substantial Completion.
4.0.2. Each GMP will establish a separate commencement date and a date of Substantial Completion
and a Performance Period. The Performance Periods may not be sequential and may run
concurrently. The Period to achieve Substantial Completion for each GMP shall be set forth in
each GMP submission.
4.0.3. CM@Risk agrees that it will commence performance of the Work and achieve the Performance
Periods and Contract Time.
4.0.4. All of the times set forth in this Article 4 shall be subject to adjustment in accordance Article 6.
4.1. Substantial Completion
4.1.1. Substantial Completion shall be for the entire Project unless a partial Substantial Completion is
identified in the approved GMP schedule and stated in the Notice to Proceed letter. Substantial
Completion shall be in accordance with its definition in Article 1. and with the criteria set forth in
the Notice to Proceed.
4.1.2. Prior to notifying the City in accordance to Subsection 4.1.3 below, the CM@Risk shall inspect
the Work and prepare and submit to the City a comprehensive list of items to be completed or
corrected. The CM@Risk shall proceed promptly to complete and correct items on the list.
Failure to include an item on such list does not alter the responsibility of the CM@Risk to
complete all Work in accordance with the Contract Documents.
4.1.3. CM@Risk shall notify City when it believes the Work, or to the extent permitted in the Contract
Documents, a portion of the Work, is substantially complete.
4.1.4. Within five (5) days of City’s receipt of CM@Risk’s notice, City and CM@Risk will jointly inspect
such Work to verify that it is substantially complete in accordance with the requirements of the
Contract Documents.
4.1.5. If such Work is substantially complete, City shall prepare and issue a Certificate of Substantial
Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof,
(ii) the remaining items of Work that have to be completed within thirty (30) calendar days before
Final Acceptance, (iii) provisions (to the extent not already provided in the Contract Documents)
establishing City’s and CM@Risk’s responsibility for the Project’s security, maintenance,
utilities, and insurance pending Final Acceptance, and (iv) an acknowledgment that warranties
commence to run on the date of Substantial Completion, except as may otherwise be noted in
the Certificate of Substantial Completion.
4.1.6. City, at its option, may use a portion of the Work which has been determined to be substantially
complete, provided, however, that (i) a Certificate of Substantial Completion has been issued
for the portion of Work addressing the items set forth in Subsection 4.1.5 above, (ii) CM@Risk
and City have obtained the consent of their sureties and insurers, and to the extent applicable,
the appropriate government authorities having jurisdiction over the Project, and (iii) City and
CM@Risk agree that City’s use or occupancy will not interfere with CM@Risk’s completion of
the remaining Work.
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4.2. Final Acceptance. Upon receipt of written notice that the Work or identified portions of the Work
is ready for final inspection and acceptance, City and CM@Risk will jointly inspect to verify that
the remaining items of Work have been completed as set forth in Subsection 4.1.5. The City will
issue a Final Acceptance Letter and payment pursuant to Section 7.5.
4.3. Liquidated Damages.
4.3.1. CM@Risk recognizes that time is of the essence for the CM@Risk to achieve Substantial
Completion and City will suffer financial loss if the Work is not completed within the Contract
Time. The Contractor also recognizes the delays, expense and difficulties involved in proving in
a legal proceeding, the actual loss suffered by the City if the Work is not completed on time.
Accordingly, instead of requiring any such proof, Contractor agrees that as liquidated damages
for delay (but not as a penalty), Contractor shall pay City Two Thousand Dollars ($2,000.00)
foreach day that expires after the Contract Time, as adjusted in accordance with this Contract,
until the Day that Substantial Completion occurs.
4.3.2. The City may at its sole discretion deduct from any monies due or which may become due the
CM@Risk, a sum as specified herein, for each and every calendar day that the Work shall
remain uncompleted. This sum shall be considered, not as penalty, but as the cost(s) for
substantial losses suffered by the public and the City. Liquidated damages are intended to
compensate the City for the CM@Risk’s failure to meet the deadlines set forth herein, and shall
not excuse the CM@Risk from liability from any other breach of requirements of the Contract
Documents, including any failure of the Work to conform to applicable requirements. The
CM@Risk agrees that the sums in Section 4.3.1 are reasonable in light of the anticipated or
actual harm caused by the delay and breach, the difficulties of the proof of loss, and the
inconvenience or nonfeasibility of otherwise obtaining an adequate remedy.
4.3.3. The parties acknowledge, covenant, and agree that the daily basis and the amount set forth
above for liquidated damages are reasonable because of the unique nature of the Project as a
benefit to the public; the fact that inconvenience to the public will be one of the significant impacts
of any failure by the CM@Risk to timely complete the Work; and that it is impracticable and
extremely difficult to ascertain and determine the actual losses which would accrue to the City
and the public. Permitting the CM@Risk to continue and finish the Work, or any portion thereof,
after the time fixed for its completion, shall in no way operate as a waiver on the part of the City
of any of its rights under the Contract.
4.3.4. The City and CM@Risk agree to waive all claims against each other for any consequential
damages that may arise out of or relate to this Agreement. The City agrees to waive damages
including but not limited to the City’s loss of use of the Project, any rental expenses incurred,
loss of income, profit or financing related to the Project, as well as the loss of business, loss of
financing, principal office overhead and expenses, loss of profits not related to this project, or
loss of reputation. CM@Risk agrees to waive damages including but not limited to loss of
business, loss of financing, principal office overhead and expenses, loss of profits not related to
this Project, loss of bonding capacity or loss of reputation.
4.4. Project Schedule
4.4.1. The Project Schedule approved as part of a GMP shall be updated and maintained throughout
the Work.
4.4.2. The Project Schedule shall be revised as required by conditions and progress of the Work, but
such revisions shall not relieve CM@Risk of its obligations to complete the Work within the
Contract Time, as such dates may be adjusted in accordance with the Contract Documents.
4.4.3. Updated Project Schedules shall be submitted monthly in electronic forms to the City as part of the
Payment Request.
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4.4.4. CM@Risk shall provide City with a monthly status report with each Project Schedule detailing
the progress of the Work, including: (i) if the Work is proceeding according to Project Schedule,
(ii) any discrepancies, conflicts, or ambiguities found to exist in the Contract Documents that
require resolution, and (iii) other items that require resolution so as not to jeopardize ability to
complete the Work as presented in the GMP proposal and within the Contract Time. Each status
report shall also include the following:
• Description of problem tasks (referenced to field instructions, requests for information
(RFI’s), as appropriate.
• Current and anticipated delays including:
o Cause of the delay
o Corrective action and schedule adjustments to correct the delay
o Known or potential impact of the delay on other activities, Milestones, and the date of
Substantial Completion.
• Changes in construction sequence
• Pending items and status thereof including but not limited to:
o Time Extension requests
o Other items
• Substantial Completion date status:
o If ahead of schedule, the number of calendar Days ahead.
o If behind schedule, the number of calendar Days behind.
• Other project or scheduling concerns
4.4.5. City’s review of and response to the Project Schedule is only for general conformance with the
scheduling requirements of the Contract Documents. The review shall not relieve the CM@Risk
from compliance with the requirements of the Contract Documents or be construed as relieving
the CM@Risk of its complete and exclusive control over the means, methods, sequences, and
techniques for executing the Work.
4.4.6. The Project Schedule shall include a Critical Path Method (CPM) diagram schedule that shall
show the sequence of activities, the interdependence of each activity and indicate the Critical
Path.
4.4.6.1. The CPM diagram schedule shall be in Days and indicate duration, earliest and latest start and
finish dates for all activities, and total Float times for all activities except critical activities. The
CPM diagram shall be presented in a time scaled graphical format for the Project as a whole.
4.4.6.2. The CPM diagram schedule shall indicate all relationships between activities.
4.4.6.3. The activities making up the schedule shall be sufficient detail to assure that adequate planning
has been done for proper execution of the Work and such that it provides an appropriate basis
for monitoring and evaluating the progress of the Work.
4.4.6.4. The CPM diagram schedule shall be based upon activities, which would coincide with the
schedule of values.
4.4.6.5. The CPM diagram schedule shall show all critical submittals associated with each work activity
and the review time for each submittal.
4.4.6.6. The Project Schedule shall show Milestones, including Milestones for Owner-furnished
information, and shall include activities for Owner-furnished equipment and furniture when those
activities are interrelated with the CM@Risk activities.
4.4.6.7. The Project Schedule shall include a Critical Path activity that reflects anticipated rain delay
during the performance of the Contract. The duration shall reflect the average climatic range
and usual industrial conditions prevailing in the locality of the site. Weather data shall be based
on information provided by the National Weather Services or other approved source.
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4.4.7. Float time shall be as prescribed below.
4.4.7.1. The total Float within the overall Project Schedule, is not for the exclusive use of either the City
or the CM@Risk but is jointly owned by both and is a resource available to and shared by both
parties as needed to meet contract Milestones and the Project contract time.
4.4.7.2. The CM@Risk shall not sequester shared Float through such strategies as extending activity
duration estimates to consume available Float, using preferential logic, or using extensive
crew/resource sequencing, etc. Since Float time within the Project Schedule is jointly owned,
no time extensions will be granted nor delay damages paid until a delay occurs which extends
the Work beyond the Substantial Completion date.
4.4.7.3. Since Float time within the Project Schedule is jointly owned, it is acknowledged that City-
caused delays on the Project may be offset by City-caused time savings (i.e., critical path
submittals returned in less time than allowed by the Contract, approval of substitution requests
and credit changes which result in savings of time to the CM@Risk, etc.). In such an event, the
CM@Risk shall not be entitled to receive a time extension or delay damages until all City-caused
time savings are exceeded, and the Substantial Completion date is also exceeded.
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Article 5- Contract Price
5.0. The CM@Risk agrees at his own proper cost and expense, to do all Work as aforesaid for the
construction of said improvements and to completely construct the same and install the material
therein, as called for by this Agreement free and clear of all claims, liens, and charges
whatsoever, in the manner and under the conditions specified within the time, or times, stated
in the Approved GMP.
5.1. Contract Price.
5.1.1. The Contract Price will be as approved in the Guaranteed Maximum Price proposal attached as
an Exhibit including an amount for Owner’s Contingency.
5.1.2. Guaranteed Maximum Price is composed of the following not-to-exceed lump sum amounts
defined below. The CM@Risk is at risk to cover any additional Project costs. Any amounts in
excess of the Allowances and/or CM@Risk’s Contingency shall revert to the City.
5.1.2.1 The Cost of the Work is a fixed lump sum.
5.1.2.2 The General Conditions Costs and the Construction Fee are firm fixed lump sums, but subject
to adjustments as permitted in the contract Documents.
5.1.2.3 CM@Risk’s Contingency is an amount the CM@Risk may be used under the following conditions:
(1) at its discretion for increases in the Cost of the Work, or (2) with written approval of the City
for increases in General Condition Costs. CM@Risk’s Contingency is assumed to be a direct
project cost so will have received all markups at the time of GMP submission.
5.1.2.3.1 When the CM@Risk utilize CM@Risk’s Contingency funds, the CM@Risk shall make the
appropriate changes to the schedule of values with the next regular progress payment request.
The CM@Risk shall deduct the amount of CM@Risk’s Contingency funds used from the
CM@Risk’s Contingency line item and adding the same amount to the line item on the schedule
of values where the funds were used. If the CM@Risk’s Contingency funds are used for a new
line item that was not given with the original schedule of values, that will be so indicated.
5.1.2.4 As a City public procurement project this Project is tax exempt. Appropriate tax exemption forms
shall be provided to the CM@Risk.
5.1.3 Owner’s Contingency are funds to be used at the discretion of the Owner to cover any increases
in Project costs that result from Owner directed changes or unforeseen site conditions. Owner’s
Contingency will be added to the GMP amount provided by the CM@Risk, the sum of which will
be the total contract price for construction. Markups for Construction Fee and taxes will be
applied by the CM@Risk at the time that Owner’s Contingency is used.
5.1.4 The GMP is subject to adjustments made in accordance with Article 6 and by GMP amendments
to this Agreement.
5.1.5 GMPs are cumulative. The amount of CM@Risk Contingency for each GMP Proposal will be
negotiated separately and shall reflect the CM@Risk’s risk in each GMP Proposal.
5.1.5.1 If the GMP requires an adjustment due to changes in the Work or other causes as allowed in
the Contract Documents, the cost of such changes is determined subject to Article 6. The
markups that shall be allowed on such changes shall be no greater than the markups delineated
in Article 6.
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Article 6 - Changes to the Contract Price and Time
6.0. Delays to the Work
6.0.1. If CM@Risk is delayed in the performance of the Work that will cause a change in the date of
Substantial Completion due to acts, omissions, conditions, events, or circumstances beyond its
control and due to no fault of its own or those for whom CM@Risk is responsible, the Contract
Times for performance shall be reasonably extended by Change Order.
6.0.2. The CM@Risk shall request an increase in the Contract Time by written notice including an
estimate of probable effect of delay on progress of the Work. In the case of a continuing delay
only one request is necessary. Such notice shall not be later than fourteen (14) Days after such
condition or event has been encountered.
6.0.3. By way of example, events that will entitle CM@Risk to an extension of the Contract Time
include acts or omissions of City or anyone under City’s control (including separate contractors),
changes in the Work, Differing Site Conditions, Hazardous Conditions, delays by regulating
agencies, wars, floods, labor disputes, unusual delay in transportation, epidemics, earthquakes,
adverse weather conditions not reasonably anticipated, and other acts of God.
6.0.4. If adverse weather conditions are the basis for a request for additional Contract Time, such
requests shall be documented by data substantiating that weather conditions were abnormal for
the period of time and that weather conditions had an adverse effect on the scheduled
Substantial Completion.
6.0.5. It is understood, however, that permitting the CM@Risk to proceed to complete any Work, or
any part of the Work, after the date to which the time of completion may have been extended,
shall in no way act as a waiver on the part of the City of any of its legal rights herein.
6.0.6. In addition to CM@Risk’s right to a time extension for those events set forth in this Section,
CM@Risk shall also be entitled to an appropriate adjustment of the Contract Price provided,
however, that the Contract Price shall not be adjusted for those events set forth in this Section
that are beyond the control of both CM@Risk and City, including the events of war, floods, labor
disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and
other acts of God. In the event of an occurrence under this Section, the CM@Risk and any
Subcontractors will be excused from any further performance or observance of the requirements
so affected for as long as such circumstances prevail and the CM@Risk and any Subcontractors
continues to use commercially reasonable efforts to recommence performance or observance
whenever and to whatever extent possible without delay. The CM@Risk and any
Subcontractors shall immediately notify the City of Denton Project Manager by telephone (to be
confirmed in writing within five (5) calendar days of the inception of such occurrence) and
describe at a reasonable level of detail the circumstances causing the non-performance or delay
in performance.
6.2 Differing Site Conditions
6.2.1 If CM@Risk encounters a Differing Site Condition, CM@Risk will be entitled to an adjustment
in the Contract Price and/or Contract Times to the extent CM@Risk’s cost and/or time of
performance are adversely impacted by the Differing Site Condition.
6.2.2 Upon encountering a Differing Site Condition, CM@Risk shall provide prompt written notice to
City of such condition, which notice shall not be later than seven (7) days after such condition
has been encountered. CM@Risk shall, to the extent reasonably possible, provide such notice
before the Differing Site Condition has been substantially disturbed or altered.
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6.3 Errors, Discrepancies and Omissions.
6.3.1 If the CM@Risk observes errors, discrepancies, or omissions in the Contract Documents, they
shall promptly notify the Design Professional and request clarification.
6.3.2 If the CM@Risk proceeds with the Work affected by such known errors, discrepancies, or
omissions, without receiving such clarifications, they do so at their own risk. Adjustments
involving such circumstances made by the CM@Risk prior to clarification by the Design
Professional shall be at the CM@Risk’s risk.
6.4 City Requested Change in Work.
6.4.1 The City reserves the right to make, at any time during the progress of the Work, such alterations as
may be found necessary or in the City’s best interest.
6.4.2 Such alterations and changes shall not invalidate this Agreement nor release the surety and
the CM@Risk agrees to perform the Work as altered, the same as if it has been a part of the
original Contract Documents.
6.4.3 The City will request a proposal for a change in Work from CM@Risk, and an equitable
adjustment in the Contract Price and/or Contract Times shall be made based on a mutual
agreed upon cost and time.
6.5. Legal Requirements.
6.5.1. The Contract Price and/or Contract Times shall be adjusted to compensate CM@Risk for the
effects of any changes in the Legal Requirements enacted after the date of the Agreement or
the date of the GMP proposal, affecting the performance of the Work.
6.6. Change Directives and Change Orders.
6.6.1. City and CM@Risk shall negotiate in good faith and as expeditiously as possible the appropriate
adjustments for a Change Directive. Upon reaching an agreement, the parties shall prepare and
execute an appropriate Change Order reflecting the terms of the adjustment.
6.6.2. All changes in Work authorized by Change Orders shall be performed under the conditions of
the Contract Documents
6.7. Minor Changes in the Work
6.7.1. The City has authority to order minor changes in Work that do not materially and adversely affect
the Work, including the design, quality, performance, and workmanship required by the Contract
Documents. Such changes shall be affected by written order and shall be binding on the City
and CM@Risk. The CM@Risk shall carry out such written orders promptly.
6.7.2. CM@Risk may make minor changes in Work, provided, however that CM@Risk shall promptly
inform City, in writing, of any such changes and record such changes, if appropriate, on the
Project Record Documents maintained by CM@Risk.
6.7.3. Minor changes in Work will not involve an adjustment in the Contract Price and/or Contract Times.
6.8. Contract Price Adjustments
6.8.1. The increase or decrease in Contract Price resulting from a change in the Work shall be
determined by one or more of the following methods:
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6.8.1.1. Unit prices set forth in the Agreement or as subsequently agreed to between the parties;
6.8.1.2. A mutually accepted, lump sum, properly itemized and supported by sufficient substantiating
data to permit evaluation by City; or
6.8.1.3. Estimated cost of the Work, General Conditions Costs, if applicable, Construction Fee and tax.
6.8.2. The markups that shall be allowed on such changes shall be no greater than the markups
delineated in the approved GMP proposal as shown on Exhibit B.
6.8.3. If an increase or decrease cannot be agreed to as set forth in Subsections 6.8.1.1 through
6.8.1.3 above and City issues a Change Directive, the cost of the change of the Work shall be
determined by the reasonable expense and savings in the performance of the Work resulting
from the change, including a reasonable overhead and profit as shown in each GMP exhibit, as
may be set forth in the Agreement. CM@Risk shall maintain a documented, itemized accounting
evidencing the expenses and savings associated with such changes.
6.8.4. If unit prices are set forth in the Contract Documents or are subsequently agreed to by the
parties, but application of such unit prices will cause substantial inequity to City or CM@Risk
because of differences in the character or quantity of such unit items as originally contemplated,
such unit prices shall be equitably adjusted.
6.8.5. If City and CM@Risk disagree upon whether CM@Risk is entitled to be paid for any services
required by City, or if there are any other disagreements over the scope of Work or proposed
changes to the Work, City and CM@Risk shall resolve the disagreement pursuant to Article 8
hereof.
6.8.5.1. As part of the negotiation process, CM@Risk shall furnish City with a good faith estimate of the
costs to perform the disputed services in accordance with City’s interpretations.
6.8.5.2. If the parties are unable to agree and City expects the CM@Risk to perform the services in
accordance with City’s interpretations, CM@Risk shall proceed to perform the disputed
services, conditioned upon City issuing a written order to CM@Risk (i) directing CM@Risk to
proceed and (ii) specifying City’s interpretation of the services that are to be performed.
6.8.6. Emergencies. In any emergency affecting the safety of persons and/or property, CM@Risk
shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the
Contract Price and/or Contract Time resulting from emergency work under this Section shall be
determined as provided in this Article.
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Article 7- Procedure for Payment
7.0. For and in consideration of the faithful performance of the Work herein embraced as set forth in
the Contract Documents, which are a part hereof and in accordance with the directions of the
City and to its satisfaction, the City agrees to pay the said CM@RISK the actual Cost of the
Work and any applicable General Conditions Costs including, insurance and bonding, taxes, if
any, and the CM@Risk’s Construction Fee, but no more than the GMP as adjusted by any
Change Orders. Payment for the specific work under this Agreement will be made in accordance
with payment provisions detailed below.
7.1. GMP Payment Request
7.1.1. At the pre-construction conference prescribed in Section 2.4, CM@Risk shall submit for City’s
review and approval a schedule of values. The schedule of values will serve as the basis for
monthly progress payments made to CM@Risk throughout the Work.
7.1.2. At least five (5) working days prior to the date established for a Payment Request, the CM@Risk
shall submit an updated Project Schedule and meet with the City’s Representative to review the
progress of the Work as it will be reflected on the Payment Request.
7.1.3. The Payment Request shall constitute CM@Risk’s representation that the Work has been
performed consistent with the Contract Documents, has progressed to the point indicated in the
Payment Request, and that all Work will pass to City free and clear of all claims, liens,
encumbrances, and security interests upon the incorporation of the Work into the Project and
payment, therefore.
7.1.4. The Payment Request may request payment for stored equipment and materials if construction
progress is in reasonable conformance with the approved Project Schedule.
7.1.4.1. For equipment and materials suitably stored at the Site, the equipment and materials shall be
protected by suitable insurance and City shall receive the equipment and materials free and
clear of all liens and encumbrances upon payment, therefore.
7.1.4.2. For materials and equipment stored off the Site and included in Payment Request, the City must
approve the storage. The material and equipment must be stored within Denton County and be
accessible for City’s inspection. The CM@Risk must protect the City’s interest and shall include
applicable insurance, bonding, storage, and transportation to the Site.
7.1.4.3. All bonds and insurance required for stored materials shall name the City as the loss payee to
the extent of its interest in the stored materials.
7.1.5. CM@Risk shall submit payment requests to the City at the beginning of each month beginning
with the first month after the construction Notice to Proceed.
7.1.6. With every Payment Request for the Work, CM@Risk will submit an affidavit stating that the
CM@Risk has complied with the requirements of Chapter 2258, Texas Government Code. The
parties hereto agree that any electronic copy of such affidavit shall be treated as an original for
all intents and purposes.
7.2. Payment of GMP
7.2.1. City shall make payment in accordance with the provisions of this Contract and Chapter 2251
of the Texas Government Code. Payment will be made no later than thirty (30) Days after the
Payment Request is received by the City, but in each case less the total of payments previously
made, and less amounts properly retained under Section 7.3 below.
7.2.2. City shall pay CM@Risk all amounts properly due. If City determines that there is an error in the
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Payment Request and the CM@Risk is not entitled to all or part of a Payment Request, it will
notify CM@Risk in writing within twenty-one (21) Days after the date Payment Request is
received by the City. The notice shall indicate the specific amounts City intends to withhold, the
reasons and contractual basis for the withholding, and the specific measures CM@Risk must
take to rectify City’s concerns. CM@Risk and City will attempt to resolve City’s concerns. If the
parties cannot resolve such concerns, CM@Risk may pursue its rights under the Contract
Documents, including those under Article 8 hereof.
7.3. Retention on GMP
7.3.1. City will retain five percent (5%) of each Payment Request amount provided.
7.4. Substantial Completion. Upon Substantial Completion of the entire Work or, if applicable, any
portion of the Work, City shall release to CM@Risk all retained amounts relating, as applicable,
to the entire Work or substantially completed portion of the Work, less an amount of the
reasonable value of all remaining or incomplete items of Work as noted in the Certificate of
Substantial Completion.
7.5. Final Payment
7.5.1. After receipt of a final Payment Request, City shall make final payment 30 days after the receipt
by the City, provided that CM@Risk has completed all of the Work in conformance with the
Contract Documents and a Final Acceptance Letter has been issued by the City.
7.5.2. At the time of submission of its final Payment Request, CM@Risk shall provide the following
information
7.5.2.1. An affidavit that there are no claims, obligations, or liens outstanding or unsatisfied for labor,
services, material, equipment, taxes, or other items performed, furnished or incurred for or in
connection with the Work which will in any way affect City’s interests;
7.5.2.2. A general release executed by CM@Risk waiving, upon receipt of final payment by CM@Risk,
all claims, except those claims previously made in writing to City and remaining unsettled at the
time of final payment;
7.5.2.3. Conditional waivers and releases executed by all Subcontractors; and
7.5.2.4. Consent of CM@Risk’s surety, if any, to final payment (original with raised seal).
7.6. Payments to Subcontractors or Suppliers
7.6.1. CM@Risk shall pay its Subcontractors or suppliers within ten (10) Days of receipt of each
progress payment from the City. The CM@Risk shall pay for the amount of Work performed or
materials supplied by each Subcontractor or supplier as accepted and approved by the City with
each progress payment. In addition, any reduction of retention by the City to the CM@Risk shall
result in a corresponding reduction to Subcontractors or suppliers who have performed
satisfactory work. CM@Risk shall pay Subcontractors or suppliers the reduced retention within
ten (10) Days of the payment of the reduction of the retention to the CM@Risk. No contract
between CM@Risk and its Subcontractors and suppliers may materially alter the rights of any
Subcontractor or supplier to receive prompt payment and retention reduction as provided herein.
7.6.2. If the CM@Risk fails to make payments in accordance with these provisions, the City may take
any one or more of the following actions and CM@Risk agrees that the City may take such
actions:
7.6.2.1. To hold the CM@Risk in default under this Agreement;
7.6.2.2. Withhold future payments including retention until proper payment has been made to
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Subcontractors or suppliers in accordance with these provisions;
7.6.2.3. Reject all future offers to perform work for the City from the CM@Risk for a period not to exceed
one year from Substantial Completion date of this Project; or
7.6.2.4. Terminate this Agreement.
7.6.3. All funds paid to the CM@Risk are paid in trust and shall be used for payment of the
Subcontractors and Suppliers who have performed work on the Project before the CM@Risk
may use any of the funds for any other purpose. Nothing in this provision shall prohibit the
CM@Risk from withholding any funds in dispute or back charges or offsets under the provisions
of the Subcontract. The CM@R shall include a trust fund provision in each subcontract requiring
the subcontractor to hold any payment its receives in trust and to use them for payment of its
subcontractors and suppliers who have performed work on the Project before Subcontractor
may use the funds for any other purpose.
7.6.4. Should the City fail or delay in exercising or enforcing any right, power, privilege, or remedy
under this Section, such failure or delay shall not be deemed a waiver, release, or modification
of the requirements of this Section or of any of the terms or provisions thereof.
7.6.5. CM@Risk shall include these prompt payment provisions in every subcontract, including
procurement of materials and leases of equipment for this Agreement.
7.7. Record Keeping and Finance Controls
7.7.1. Records of the CM@Risk's direct personnel payroll, reimbursable expenses pertaining to this
Project and records of accounts between the City and CM@Risk shall be kept on a generally
recognized accounting basis and shall be available for three years after Final Acceptance of the
Project.
7.7.2. The City, its authorized representative, and/or the appropriate federal agency, reserve the right
to audit the CM@Risk’s records to verify the accuracy and appropriateness of all pricing data,
including data used to negotiate Contract Documents and any Change Orders.
7.7.3. The City reserves the right to decrease Contract Price and/or payments made on this Agreement
if, upon audit of the CM@Risk’s records, the audit discloses the CM@Risk has provided false,
misleading, or inaccurate cost and pricing data.
7.7.4. The CM@Risk shall include a similar provision in all of its agreements with Subconsultants and
Subcontractors providing services under the Contract Documents to ensure the City, its
authorized representative, and/or the appropriate federal agency, has access to the
Subconsultants’ and Subcontractors’ records to verify the accuracy of cost and pricing data.
7.7.5. The City reserves the right to decrease Contract Price and/or payments made on this Agreement
if the above provision is not included in Subconsultant’s and Subcontractor’s contracts, and one
or more Subconsultants and/or Subcontractors do not allow the City to audit their records to
verify the accuracy and appropriateness of pricing data.
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Article 8- Claims and Disputes
8.0. Requests for Contract Adjustments and Relief.
8.0.1. If either CM@Risk or City believes that it is entitled to relief against the other for any event
arising out of or related to the Contract, such party shall provide written notice to the other party
of the basis for its claim for relief.
8.0.2. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance
with any specific notice requirements contained in applicable sections of the Agreement.
8.0.3. In the absence of any specific notice requirement, written notice shall be given within a
reasonable time, not to exceed twenty-one (21) Days, after the occurrence giving rise to the
claim for relief or after the claiming party reasonably should have recognized the event or
condition giving rise to the request, whichever is later.
8.0.4. Such notice shall include sufficient information to advise the other party of the circumstances
giving rise to the claim for relief, the specific contractual adjustment or relief requested and the
basis of such request.
8.1. Dispute Avoidance and Resolution
8.1.1. The parties are fully committed to working with each other throughout the Project and agree to
always communicate regularly with each other so as to avoid or minimize disputes or
disagreements. If disputes or disagreements do arise, CM@Risk and City each commit to
resolving such disputes or disagreements in an amicable, professional, and expeditious manner
so as to avoid unnecessary losses, delays and disruptions to the Work.
8.1.2. CM@Risk and City will first attempt to resolve disputes or disagreements at the field level
through discussions between CM@Risk’s Representative and City’s Representative.
8.1.3. If a dispute or disagreement cannot be resolved through CM@Risk’s Representative and City’s
Representative, CM@Risk’s Senior Representative and City’s Senior Representative, upon the
request of either party, shall meet as soon as conveniently possible, but in no case later than
thirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement.
Prior to any meetings between the Senior Representatives, the parties will exchange relevant
information that will assist the parties in resolving their dispute or disagreement. Should this
effort be unsuccessful then the parties may proceed to take appropriate action to enforce any
rights or obligations pursuant to the provisions of the Contract.
8.2. Duty to Continue Performance Unless provided to the contrary in the Contract Documents or
as provided by statute, CM@Risk shall continue to perform the Work and City shall continue to
satisfy its payment obligations to CM@Risk, pending the final resolution of any dispute or
disagreement between CM@Risk and City.
8.3. Representatives of the Parties
8.3.1. City’s Representatives
8.3.1.1. City designates the City Engineer or their designee as its Senior Representative (“City’s Senior
Representative”), which individual has the authority and responsibility for avoiding and resolving
disputes under Subsection 8.1.3.
8.3.1.2. City designates the City’s project manager as its City’s Representative, which individual has
the authority and responsibility set forth in Subsection 8.1.2.
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8.3.2. CM@Risk’s Representatives
8.3.2.1. CM@Risk designates the individual listed below as its Senior Representative (“CM@Risk’s
Senior Representative”), which individual has the authority and responsibility for avoiding and
resolving disputes under Subsection 8.1.3:
Joe Dooley, Senior Vice President
8445 Freeport Parkway Suite 240
Irving, Texas 75063
(469) 510-1646
jedooley@sundt.com
8.3.2.2. CM@Risk designates the individual listed below as its CM@Risk’s Representative, which
individual has the authority and responsibility set forth in Subsection 8.1.2:
Holly Horsak, Senior Project Manager
8445 Freeport Parkway Suite 240
Irving, Texas 75063
(602) 350-5251
hkhorsak@sundt.com
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Article 9 – Suspension and Termination
9.0. City’s Right to Stop Work
9.0.1. City may, at its discretion and without cause, order CM@Risk in writing to stop and suspend the
Work. Such suspension shall not exceed one hundred and eighty (180) consecutive Days.
9.0.2. CM@Risk may seek an adjustment of the Contract Price and/or Contract Time if its cost or time
to perform the Work has been adversely impacted by any suspension or stoppage of Work by
City.
9.1. Termination for Convenience
9.1.1. Upon receipt of written notice to CM@Risk, City may, at its discretion and without cause, elect
to terminate this Agreement. In such event, City shall pay CM@Risk only the direct value of its
completed Work and materials supplied as of the date of termination and the reasonable costs
and expenses attributable to such termination. CM@Risk shall be entitled to profit and overhead
on completed Work only but shall not be entitled to anticipated profit or anticipated overhead.
9.1.2. If the City suspends the Work for 181 consecutive Days or more, such suspension shall be
deemed a termination for convenience.
9.1.3 Upon such termination, the CM@Risk shall proceed with the following obligations:
9.1.3.1 Stop Work as specified in the notice.
9.1.3.2 Place no further subcontracts or orders.
9.1.3.3 Terminate all subcontracts to the extent they relate to the Work terminated.
9.1.3.4 Assign to the City all right, title and interest of the CM@Risk under the subcontracts terminated,
in which case the City shall have the right to settle or to pay any termination settlement proposal
arising out of those terminations.
9.1.3.5 Take any action that may be necessary for the protection and preservation of the property
related to the Contract that is in the possession of the CM@Risk and which the City has or may
acquire an interest.
9.1.4 The CM@Risk shall submit complete termination inventory schedules no later than 120 Days
from the date of the notice of termination.
9.1.5 The City shall pay CM@Risk the following.
9.1.5.1 The direct value of its completed Work and materials supplied as of the date of termination.
9.1.5.2 The reasonable costs and expenses attributable to such termination.
9.1.5.3 CM@Risk shall be entitled to profit and overhead on completed Work only but shall not be
entitled to anticipated profit or anticipated overhead. If it appears the CM@Risk would have
sustained a loss on the entire Work had it been completed, the CM@Risk shall not be allowed
profit and the City shall reduce the settlement to reflect the indicated rate of loss.
9.1.6 The CM@Risk shall maintain all records and documents for three years after final settlement.
These shall be maintained and subject to auditing as prescribed in Section 7.7.
9.2. City’s Right to Perform and Terminate for Cause
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9.2.1. If the City provides the CM@Risk with a written order to provide adequate maintenance of traffic,
adequate cleanup, adequate dust control or to correct deficiencies or damage resulting from
abnormal weather conditions, and the CM@Risk fails to comply in a time frame specified, the
City may have a portion of the Work included in the written order accomplished by other sources.
9.2.2. If CM@Risk persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the
materials required by the Contract Documents, (iii) comply with applicable Legal Requirements,
(iv) timely pay, without cause, Subconsultants and/or Subcontractors, (v) prosecute the Work
with promptness and diligence to ensure that the Work is completed within the Contract Times,
as such times may be adjusted, or (vi) perform material obligations under the Contract
Documents, then City, in addition to any other rights and remedies provided in the Contract
Documents or by law, shall have the rights set forth in Subsections 9.2.3 and 9.2.4 below.
9.2.3. Upon the occurrence of an event set forth in Subsection 9.2.2 above, City may provide written
notice to CM@Risk that it intends to terminate the Agreement unless the problem cited is cured,
or commenced to be cured, within seven (7) Days of CM@Risk’s receipt of such notice.
9.2.3.1. If CM@Risk fails to cure, or reasonably commence to cure, such problem, then City may give a
second written notice to CM@Risk of its intent to terminate within an additional seven (7) Day
period.
9.2.3.2. If CM@Risk, within such second seven (7) Day period, fails to cure, or reasonably commence
to cure, such problem, then City may declare the Agreement terminated for default by providing
written notice to CM@Risk of such declaration.
9.2.4. Upon declaring the Agreement terminated pursuant to Subsection 9.2.3.2 above, City may enter
upon the premises and take possession, for the purpose of completing the Work, of all materials,
equipment, scaffolds, tools, appliances and other items thereon, which have been exclusively
purchased for the performance of the Work, all of which CM@Risk hereby transfers, assigns
and sets over to City for such purpose, and to employ any person or persons to complete the
Work and provide all of the required labor, services, materials, equipment and other items.
9.2.5. In the event of such termination, CM@Risk shall not be entitled to receive any further payments
under the Contract Documents until the Work shall be finally completed in accordance with the
Contract Documents. At such time, the CM@Risk will only be entitled to be paid for Work
performed and accepted by the City prior to its default.
9.2.6. If City’s cost and expense of completing the Work exceeds the unpaid balance of the Contract
Price, then CM@Risk shall be obligated to pay the difference to City. Such costs and expense
shall include not only the cost of completing the Work, but also losses, damages, costs and
expense, including attorneys’ fees and expenses, incurred by City in connection with the
reprocurement and defense of claims arising from CM@Risk’s default.
9.2.7. If City improperly terminates the Agreement for cause, the termination for cause shall be
converted to a termination for convenience in accordance with the provisions of Section 9.1.
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Article 10 - Insurance and Bonds
10.0. Insurance Requirements
10.0.1 CM@Risk and Subcontractors shall procure and maintain until all of their obligations under this
agreement have been discharged, including until any warranty periods under this Agreement
are satisfied, insurance against claims for injury to persons or damage to property that may arise
from or in connection with the performance of the Work hereunder by the CM@Risk, their
agents, representatives, employees or Subcontractors.
10.0.2 The insurance requirements herein are minimum requirements for this Agreement and in no way
limit the indemnity covenants contained in this Agreement.
10.0.3 The City in no way warrants that the minimum limits contained herein are sufficient to protect
the CM@Risk from liabilities that might arise out of the performance of the Work under this
Agreement by the CM@Risk, their agents, representatives, employees, or subcontractors.
CM@Risk is free to purchase such additional insurance as may be determined necessary.
10.1 Minimum Scope and Limits of Insurance. CM@Risk shall provide coverage with limits of
liability not less than those stated below:
10.1.1 Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage, broad form contractual liability and XCU
coverage.
• General Aggregate/for this Project $4,000,000/$2,000,000
• Products – Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Each Occurrence $1,000,000
The policy shall include endorsement CG2503 Amendment of limits (designated project or premises)
in order to extend the policy’s limits specifically to the project in question.
The policy shall be endorsed to include the following additional insured language: “The City of
Denton, its Officials, and Employees shall be named as an additional insured with respect
to liability arising out of the activities performed by, or on behalf of the CM@Risk. This
policy shall provide a blanket waiver of subrogation in favor of the City of Denton. A
copy of the endorsement or other policy provisions naming the City as an additional
insured to the insurance policy and providing a blanket waiver of subrogation in favor of
the City of Denton, its Officials, and Employees shall be attached to the certificate of
insurance.”
10.1.2 Environmental Insurance
Environmental Impairment/Pollution Insurance to include coverage for the handling, receiving,
dispensing, removal, storage, testing, transportation, disposal, discharge, dispersal release or
escape of any hazardous material into or upon land, or any structure on land, the atmosphere
or any watercourse or body of water, including ground water, with a minimum combined bodily
injury (including death) and property damage limit of $2,000,000 per occurrence to be obtained
upon substantial completion and acceptance of facility by the City.
10.1.3 Automobile Liability - Bodily injury and property damage for any owned, hired, and non-owned
vehicles used in the performance of this Agreement.
Combined Single Limit (CSL) $2,000,000
The policy shall be endorsed to include the following additional insured language: “The City of
Denton, its Officials, Employees, and Volunteers shall be named as an additional insured
with respect to liability arising out of the activities performed by, or on behalf of the
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CM@Risk, including automobiles owned, leased, hired or borrowed by the CM@Risk This
policy shall provide a blanket waiver of subrogation in favor of the City of Denton. A
copy of the endorsement or other policy provisions naming the City as an additional
insured to the insurance policy and providing a blanket waiver of subrogation in favor of
the City of Denton, its Officials, and Employees shall be attached to the certificate of
insurance.”
10.1.4 Workers’ Compensation and Employers’ Liability
Workers’ Compensation Statutory
Employers’ Liability
Each Accident $100,000
Disease - Each Employee $100,000
Disease – Policy Limit $500,000
This policy shall provide a blanket waiver of subrogation in favor of the City of Denton. A copy
of the endorsement or other policy provisions providing a blanket waiver of subrogation in favor
of the City of Denton, its Officials, and Employees shall be attached to the certificate of
insurance.”
10.1.5 Builders’ Risk Insurance or Installation Floater
In an amount equal to the initial Contract Price plus additional coverage equal to Contract Price
for all subsequent Amendments and/or Change Orders.
10.1.4.1 The CM@Risk will be the Named Insured on the policy. The City of Denton, its Officials, and
Employees shall be named as Additional Insureds on the policy.
10.1.4.2 Coverage shall be written on an all risk, replacement cost basis and shall include coverage
with applicable sublimits for flood and earth movement.
10.1.4.3 Policy shall be maintained until whichever of the following shall first occur: (i) final payment has
been made; (ii) until no person or entity, other than the City of Denton, has an insurable interest
in the property required to be covered, or (iii) once the project has been deemed substantially
complete and ownership has been transferred.
10.1.4.4 Policy shall be endorsed such that the insurance shall not be canceled or lapse because of any
partial use or occupancy by the City.
10.1.4.5 Policy must provide coverage from the time any covered property becomes the responsibility of
the CM@Risk, and continue without interruption during construction, renovation, or installation,
including any time during which the covered property is being transported to the construction
installation site, or awaiting installation, whether on or off site.
10.1.4.6 Loss, if any, shall be adjusted with and made payable to the City of Denton as Trustee for the insureds
as their interests may appear.
10.1.4.7 This policy shall provide a blanket waiver of subrogation in favor of the City of Denton.
A copy of the endorsement or other policy provisions naming the City as an additional
insured to the insurance policy and providing a blanket waiver of subrogation in favor of
the City of Denton, its Officials, and Employees shall be attached to the certificate of
insurance.”
10.1.4.8 CM@Risk is responsible for the payment of all policy deductibles.
10.2 Additional Insurance Requirements. The policies shall include, or be endorsed to include the
following provisions:
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10.2.1 On insurance policies where the City of Denton is named as an additional insured, the City of
Denton shall be an additional insured to the full limits of liability purchased by the CM@Risk
even if those limits of liability are in excess of those required by this Agreement.
10.2.2 The CM@Risk’s insurance coverage shall be primary insurance and non-contributory with
respect to all other available sources.
10.2.3 Coverage provided by the CM@Risk shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
10.3 Notice of Cancellation. Each insurance policy required by the insurance provisions of this
Agreement shall provide the required coverage and shall not be suspended, voided, canceled,
reduced in coverage, materially changed, or endorsed to lower limits except after thirty (30)
Days prior written notice has been given to the City. Such notice shall be sent directly to the City
Senior Representative and shall be sent by certified mail, return receipt requested.
10.4 Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or approved
unlicensed companies in the state of Texas and with an “A.M. Best” rating of at least A or better.
The City in no way warrants that the above-required minimum insurer rating is sufficient to
protect the CM@Risk from potential insurer insolvency.
10.5 Verification of Coverage
10.5.1 CM@Risk shall furnish the City with certificates of insurance (ACORD form or equivalent
approved by the City) as required by this Agreement. The certificates for each insurance policy
are to be signed by a person authorized by that insurer to bind coverage on its behalf.
10.5.2 All certificates and endorsements are to be received and approved by the City before Work
commences. Each insurance policy required by this Agreement must be in effect at or prior to
commencement of Work under this Agreement and remain in effect for the duration of the
Project. Failure to maintain the insurance policies as required by this Agreement or to provide
evidence of renewal is a material breach of the contract.
10.5.3 All certificates required by this Agreement shall be sent directly to City’s Senior Representative.
The City project/contract number and project description shall be noted on the certificate of
insurance. The City reserves the right to require complete, certified copies of all insurance
policies required by this Agreement at any time. DO NOT SEND CERTIFICATES OF
INSURANCE TO THE CITY’S RISK MANAGEMENT DIVISION.
10.5.4 If the Certificate of Insurance reflecting policy coverage and cancellation notice does not
conform to the City’s requirements, the CM@Risk must:
• Submit a current insurance certificate (dated within 15 Days of the Payment Request
submittal) with each Payment Request form. The Payment Request will be rejected if
the insurance certificate is not submitted with the Payment Request.
10.6 Subcontractors. CM@Risk’s certificate(s) shall include all Subcontractors as additional
insureds under its policies or CM@Risk shall furnish to the City separate certificates and
endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to the
minimum requirements identified above.
10.7 Approval. Any modification or variation from the insurance requirements in this Contract shall
be made by the Law Department, whose decision shall be final. Such action will not require a
formal Contract amendment but may be made by administrative action.
10.8 Bonds and Other Performance Security.
10.8.1 Prior to execution of this Agreement, the CM@Risk must provide a performance bond and a
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labor and materials bond, each in an amount equal to the total contract price of the GMP set
forth in this Agreement. In addition to any criteria set forth in this provision, the performance and
payment bonds must comply with all requirements of Chapter 2253 of the Texas Government
Code.
10.8.2 Each such bond shall be executed by a surety company or companies holding a Certificate of
Authority to transact surety business in the state of Texas, issued by the Director of the Texas
Department of Insurance. A copy of the Certificate of Authority shall accompany the bonds. The
Certificate shall have been issued, updated, or certified within two years prior to the execution
of this Agreement.
10.8.3 The bonds shall be made payable and acceptable to the City of Denton.
10.8.4 The bonds shall be written or countersigned by an authorized representative of the surety who
is either a resident of the state of Texas or whose principal office is maintained in this state, as
by law required, and the bonds shall have attached thereto a certified copy of Power of Attorney
of the signing official.
10.8.5 Upon the request of any person or entity appearing to be a potential beneficiary of bonds
covering payment of obligations arising under the Contract Documents, the CM@Risk shall
promptly furnish a copy of the bonds or shall permit a copy to be made.
10.8.6 All bonds submitted for this project shall be provided by a company which has been rated AM
Best rating of “A- or better for the prior four quarters” by the A.M. Best Company.
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Article 11 - Indemnification
11.1 CM@Risk’s General Indemnification.
11.1.1 CM@Risk agrees to indemnify and save harmless the City of Denton, its officers, agents
and employees, and any jurisdiction or agency issuing permits for any work included in
the Project, their officers, agents and employees, hereinafter referred to as indemnitee,
from all suits and claims, including attorney’s fees and cost of litigation, actions, loss,
damage, expense, cost or claims of any character or any nature arising out of the work
done in fulfillment of the terms of the Contract Documents or on account of any act, claim
or amount arising or recovered under worker’s compensation law or arising out of the
failure of the CM@Risk to conform to any statutes, ordinances, regulation, law or court
decree, provided that such indemnification obligation shall not apply to the extent such
suits, claims, losses and expenses arise from the negligence or willful misconduct of an
indemnitee. It is agreed that the CM@Risk will be responsible for primary loss
investigation, defense, and judgment costs where this contract of indemnity applies. In
consideration of the award of this Contract, the CM@Risk agrees to waive all rights of
subrogation against the City, its officers, officials, agents and employees for losses
arising from the work performed by the Contractor for the City.
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Article 12 – General Provisions
12.1 Contract Documents
12.1.1 Contract Documents are as defined in Article 1. This Agreement, Plans, Standard Specifications
and Details, Special Provisions, Addenda (if any) and used as the basis for the Guaranteed
Maximum Price Proposal; GMP, Performance Bond, Payment Bond, Certificates of Insurance,
Construction Documents and Change Orders (if any) are by this reference made a part of this
Agreement to the same extent as if set forth herein in full.
12.1.2 The Contract Documents are intended to permit the parties to complete the Work and all
obligations required by the Contract Documents within the Contract Times for the Contract Price.
The Contract Documents are intended to be complementary and interpreted in harmony so as
to avoid conflict, with words and phrases interpreted in a manner consistent with construction
and design industry standards.
12.1.3 In the event of any inconsistency, conflict, or ambiguity between or among the Contract
Documents, the Contract Documents shall take precedence in the order in which they are listed
in the definition of Contract Documents in Article 1.
12.1.3.1 On the drawings, given dimensions shall take precedence over scaled measurements, and
large-scale drawings over small-scale drawings.
12.1.3.2 Plans take precedence over Specifications.
12.1.3.3 In the event of any inconsistency, conflict, or ambiguity between the Contract Documents and
the Design Phase Contract, the Contract Documents take precedence over the Design Phase
Contract
12.1.4 The headings used in this Agreement, or any other Contract Documents, are for ease of
reference only and shall not in any way be construed to limit or alter the meaning of any
provision.
12.1.5 The Contract Documents form the entire agreement between City and CM@Risk and by
incorporation herein are as fully binding on the parties as if repeated herein. No oral
representations or other agreements have been made by the parties except as specifically
stated in the Contract Documents.
12.2 Amendments. The Contract Documents may not be changed, altered, or amended in any way
except in writing signed by a duly authorized representative of each party.
12.3 Time is of the Essence. City and CM@Risk mutually agree that time is of the essence with
respect to the dates and times set forth in the Contract Documents.
12.4 Mutual Obligations. City and CM@Risk commit at all times to cooperate fully with each other
and proceed on the basis of trust and good faith, to permit each party to realize the benefits
afforded under the Contract Documents.
12.5 Cooperation and Further Documentation. The CM@Risk agrees to provide the City such
other duly executed documents as shall be reasonably requested by the City to implement the
intent of the Contract Documents.
12.6 Assignment. Neither CM@Risk nor City shall, without the written consent of the other assign,
transfer or sublet any portion of this Agreement or part of the Work or the obligations required
by the Contract Documents.
12.7 Successorship. CM@Risk and City intend that the provisions of the Contract Documents are
binding upon the parties, their employees, agents, heirs, successors and assigns.
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12.8 Third Party Beneficiary. Nothing under the Contract Documents shall be construed to give any
rights or benefits in the Contract Documents to anyone other than the City and the CM@Risk,
and all duties and responsibilities undertaken pursuant to the Contract Documents will be for the
sole and exclusive benefit of City and the CM@Risk and not for the benefit of any other party.
12.9 Governing Law. The Agreement and all Contract Documents shall be deemed to be made
under and shall be construed in accordance with and governed by the laws of the State of Texas
without regard to the conflicts or choice of law provisions thereof. Any action to enforce any
provision of this Contract or to obtain any remedy with respect hereto shall be brought and tried
in the district courts of Denton County, Texas, and for this purpose, each party hereby expressly
and irrevocably consents to the sole and exclusive jurisdiction and venue of such Court with the
City consenting only to the extent allowed by statute and otherwise reserving all rights and
defenses.
12.10 Severability. If any provision of the Contract Documents or the application thereof to any person
or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of the
Contract Documents and the application thereof shall not be affected and shall be enforceable
to the fullest extent permitted by law.
12.11 Compliance with Federal Laws. CM@Risk understands and acknowledges the applicability of
the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug
Free Workplace Act of 1989 to it. The CM@Risk agrees to comply with these laws, as well as
any other federal laws that may apply, in performing the Contract Documents and to permit the
City to verify such compliance.
12.12 Legal Requirements. CM@Risk shall perform all Work in accordance with all Legal
Requirements and shall provide all notices applicable to the Work as required by the Legal
Requirements. It is not the CM@Risk’s responsibility to ascertain that the Construction
Documents are in accordance with applicable laws, statutes, ordinances, building codes, rules
and regulations. However, if the CM@Risk recognizes that portions of the Construction
Documents are at variance therewith, the CM@Risk shall promptly notify the Design
Professional and City in writing, describing the apparent variance or deficiency.
12.13 Fair Treatment of Workers. The CM@Risk shall keep fully informed of all Federal and State
laws, County and City ordinances, regulations, codes and all orders and decrees of bodies or
tribunals having any jurisdiction or authority, which in any way affect the conduct of the work.
They shall at all times observe and comply with all such laws, ordinances, regulations, codes,
orders and decrees; this includes, but is not limited to laws and regulations ensuring fair and
equal treatment for all employees and against unfair employment practices, including OSHA
and the Fair Labor Standards Act (FLSA). The CM@Risk shall protect and indemnify the City
and its representatives against any claim or liability arising from or based on the violation of
such, whether by himself or his employees.
12.14 Independent Contractor. The CM@Risk is and shall be an independent contractor. Any
provisions in the Contract Documents that may appear to give the City the right to direct the
CM@Risk as to the details of accomplishing the Work or to exercise a measure of control over
the Work means that the CM@Risk shall follow the wishes of the City as to the results of the
Work only. These results shall comply with all applicable laws and ordinances.
12.15 Survival. All warranties, representations, and indemnifications by the CM@Risk shall survive
the completion or termination of this Agreement.
12.16 Covenant Against Contingent Fees. The CM@Risk warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
fora commission, percentage, brokerage, or contingent fee, and that no member of the City
Council, or any employee of the City of Denton has any interest, financially, or otherwise, in the
firm. For breach or violation of this warrant, the City of Denton shall have the right to annul this
Agreement without liability, or at its discretion to deduct from the Contract Price or consideration,
the full amount of such commission, percentage, brokerage, or contingent fee.
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12.17 No Waiver. The failure of either party to enforce any of the provisions of the Contract Documents
or to require performance of the other party of any of the provisions hereof shall not be construed
to be a waiver of such provisions, nor shall it affect the validity of the Contract Documents or
any part thereof, or the right of either party to thereafter enforce each and every provision.
12.18 Notice.
12.18.1 Unless otherwise provided, any notice, request, instruction, or other document to be given under
this Agreement by any party to any other party shall be in writing and shall be delivered in person
or by courier or mailed by certified mail, postage prepaid, return receipt requested or by e-mail;
provided however, that e-mail shall not be a permissible method of delivery for any notice,
request, instruction or other document that requires execution by both parties, and shall be
deemed given upon (a) confirmation of receipt of an e-mail transmission,(b) confirmed delivery
by hand or standard overnight mail, or (c) upon the expiration of three (3) business days after
the day mailed by certified mail, as follows:
to CM@Risk:
Sundt Construction, Inc.
ATTN: Holly Horsak
8445 Freeport Parkway, Suite 240
Irving, TX 75063
hkhorsak@sundt.com
to City:
Materials Management
ATTN: Contract 8055; Purchasing Manager
901B Texas Street
Denton, Texas 76209
purchasing@cityofdenton.com
With a Copies to:
City Attorney
215 E. McKinney Street
Denton, Texas 76201
legal@cityofdenton.com
Seth Garcia
401 N. Elm
Denton, Texas 76201
Seth.garcia@cityofdenton.com
or to such other place and with such other copies as either Party may designate as to itself by
written notice to the other Party. Rejection, any refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be receipt of the
notice as of the date of such rejection, refusal, or inability to deliver.
12.18.2 Notices Related to Payment, Securities-in-lieu, Bonds. Any notice, request, instruction, or
other document to be given under this Agreement by any party to any other party related to
payment, securities-in-lieu, bonds, or other instrument securing the performance of this
Agreement, including
but not limited to, bid bonds, performance bonds, payment bonds or letters of credit, shall be in
writing and shall be delivered in person or by courier or facsimile transmission or mailed by
certified mail, postage prepaid, return receipt requested and shall be deemed given upon (a)
confirmation of receipt of a facsimile transmission, (b) confirmed delivery by hand or standard
overnight mail or (c) upon the expiration of three (3) business days after the day mailed by
certified mail, as follows:
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to Contractor:
Sundt Construction, Inc.
ATTN: Holly Horsak
8445 Freeport Parkway, Suite 240
Irving, TX 75063
hkhorsak@sundt.com
to City:
Materials Management
ATTN: Contract 8055; Purchasing Manager
901B Texas Street
Denton, Texas 76209
purchasing@cityofdenton.com
With a Copies to:
City Attorney
215 E. McKinney Street
Denton, Texas 76201
legal@cityofdenton.com
Seth Garcia
401 N. Elm
Denton, Texas 76201
Seth.garcia@cityofdenton.com
or to such other place and with such other copies as either Party may designate as to itself by
written notice to the other Party. Rejection, any refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be receipt of the
notice as of the date of such rejection, refusal, or inability to deliver.
12.19 Equal Opportunity/Affirmative Action
12.19.1 The CM@Risk shall comply with the provisions of this Agreement, and the requirements of state,
federal, and local law and regulation, pertaining to discrimination and accepting applications or
hiring employees. The CM@Risk shall not discriminate against any worker, employee or
applicant, or any member of the public, because of race, color, religion, gender, national origin,
age, or disability nor otherwise commit an unfair employment practice. The CM@Risk will take
affirmative action to ensure that applicants are employed, and employees are dealt with during
employment, without regard to their race, color, religion, gender or national origin, age, or
disability. Such action shall include but not be limited to the following: employment, promotion,
demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay
or other forms of compensation; and selection for training, including apprenticeship as well as
all other labor organizations furnishing skilled, unskilled, and union labor, or who may perform
any such labor or
services in connection with this Agreement. The CM@Risk further agrees that this clause will
be incorporated in all subcontracts, job-consultant contracts of this Contract entered into by the
CM@Risk.
12.19.2 The City extends to each individual, firm, vendor, supplier, contractor, and Subcontractor an
equal economic opportunity to compete for City business and strongly encourages voluntary
utilization of Disadvantaged and/or Minority-owned or Woman-owned business to reflect both
the industry and community ethnic composition.
12.19.3 The following two paragraphs apply to the CM@Risk named herein and shall appear in all
contracts between the CM@Risk and any and all Subcontractors who are employed on this
Project. The CM@Risk further agrees that the two paragraphs will be incorporated in all
subcontracts with all labor organizations furnishing skilled, unskilled, and union labor, or who
may perform any such labor or services in connection with this contract.
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“Any Party (Subcontractor), in performing under this contract, shall not discriminate against any
worker, employee or applicant, or any member of the public, because of race, color, religion,
gender, national origin, age or disability nor otherwise commit an unfair employment practice.
The Party (Subcontractor) will take affirmative action to ensure that applicants are employed,
and employees are dealt with during employment without regard to their race, color, religion,
gender or national origin, age or disability. Such action shall include, but not be limited to the
following: employment, promotion, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rate of pay or other forms of compensation; and selection for training;
including apprenticeship.”
The CM@Risk further agrees that the above two paragraphs will be incorporated in all
subcontracts with all labor organizations furnishing skilled, unskilled, and union labor, or who
may perform any such labor or services in connection with this contract.
12.20 Confidentiality of Plans & Specifications
12.20.1 Any plans or specifications you receive regarding this Project are for official use only. You may
not share them with others except as required to fulfill the obligations of your Contract with the
City.
12.20.2 All Record Documents, Shop Drawings and other plans or drawings prepared or submitted by
the CM@Risk shall include the following language: “These plans are for official use only and
may not be shared with others except as required to fulfill the obligations of your contract with
the City of Denton”.
12.21 Hazardous Materials
12.21.1 Unless included in the Work, if the CM@Risk encounters onsite material which they reasonably
believe to contain asbestos, polychlorinated biphenyl (PCB), or other hazardous substances or
materials regulated by Public Health Laws, they shall immediately stop work and report the
condition to the City.
12.21.2 If the material is found to contain asbestos, PCB or other hazardous substances or materials
regulated by Public Health Laws, the CM@Risk shall not resume work in the affected area until
the material has been abated or rendered harmless. The CM@Risk and the City may agree, in
writing, to continue work in non-affected areas onsite.
12.21.3 An extension of Contract Time may be granted in accordance with Article 6.
12.21.4 The CM@Risk will comply with all applicable laws/ordinances and regulations and take all
appropriate health and safety precautions upon discovery.
12.22 Traffic Control. CM@Risk will comply with all provisions of the then current Manual on Uniform
Traffic Control Devices and any other traffic control provisions as may be provided in the
technical specifications.
12.23 Immigration Nationality Act. CM@Risk shall verify the identity and employment eligibility of
its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, CM@Risk shall provide City with copies
of all I-9 forms and supporting eligibility documentation for each CM@Risk employee who
performs work under this Agreement. CM@Risk shall adhere to all federal and state laws as
well as establish appropriate procedures and controls so that no services will be performed by
any CM@Risk employee who is not legally eligible to perform such services. CM@RISK SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CM@Risk’s EMPLOYEES. City,
upon written notice to CM@Risk, shall have the right to immediately terminate this Agreement
for violations of this provision by CM@Risk.
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12.24 Prohibition on Contracts with Companies Boycotting Israel. CM@Risk acknowledges that
in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from
entering into a contract with a company for goods or services unless the contract contains a
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this agreement, CM@Risk certifies that CM@Risk’s signature provides written
verification to the City that CM@Risk: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
12.25 Prohibition on Contracts with Companies Boycotting Certain Energy Companies.
CM@Risk acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, CM@Risk certifies
that CM@Risk’s signature provides written verification to the City that CM@Risk: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the
agreement. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
12.26 Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and
Firearm Trade Associations. CM@Risk acknowledges that in accordance with Chapter 2274
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains written verification from the company that it
(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. The terms “discriminate against a firearm
entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing
this agreement, CM@Risk certifies that CM@Risk’s signature provides written verification to the
City that CM@Risk: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
12.27 Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization. Sections 2252 and 2270 of the Texas Government Code restricts CITY
from contracting with companies that do business with Iran, Sudan, or a foreign terrorist
organization. By signing this agreement, CM@Risk certifies that CM@Risk’s signature provides
written verification to the City that CM@Risk, pursuant to Chapters 2252 and 2270, is not
ineligible to enter into this agreement and will not become ineligible to receive payments under
this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure
to meet or maintain the requirements under this provision will be considered a material breach.
12.28 Termination Right for Contracts with Companies Doing Business with Certain Foreign-
Owned Companies. The City of Denton may terminate this Contract immediately without any
further liability if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the
majority of stock or other ownership interest of the company is held or controlled by individuals
who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly
controlled by the Government of China, Iran, North Korea, Russia, or other designated country,
or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country.
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CM@RISK
SUNDT CONSTRUCTION, INC.
BY: _______________________________
TITLE: __________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business
terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
CITY OF DENTON, TEXAS
BY: _____________________________
SARA HENSLEY
CITY MANAGER
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Senior Vice President
Joe Dooley
rector of Capital Projects
Trevor Crain
Capital Projects
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ĂŶĚƵŶĚĞƌƐƚĂŶĚŝŶŐŽĨƚŚĞϵϬйĞƐŝŐŶŽĐƵŵĞŶƚƐƐƵďŵŝƚƚĞĚďLJ<ŝŵůĞLJͲ,ŽƌŶƚŽƚŚĞŝƚLJŽĨĞŶƚŽŶĂŶĚ^ƵŶĚƚ
ŽŶƐƚƌƵĐƚŝŽŶŽŶƵŐƵƐƚϭϰ͕ϮϬϮϯ͕ǁŝƚŚƌĞǀŝƐŝŽŶƐƉƌŽǀŝĚĞĚŽŶƵŐƵƐƚϮϭ͕ϮϬϮϯ͕ĂŶĚƵŐƵƐƚϮϰ͕ϮϬϮϯ͘
tĞĂƌĞĂǀĂŝůĂďůĞƚŽŵĞĞƚǁŝƚŚLJŽƵƚŽĂĚĚƌĞƐƐĂŶLJĐŽŶĐĞƌŶƐŽƌĐůĂƌŝĨŝĐĂƚŝŽŶƐ͘^ŚŽƵůĚLJŽƵŚĂǀĞƋƵĞƐƚŝŽŶƐ͕ƉůĞĂƐĞ
ĚŽŶ͛ƚŚĞƐŝƚĂƚĞƚŽĐŽŶƚĂĐƚ:ĞĨĨ'ƌŝŐƐďLJĂƚϴϭϳͲϴϱϭͲϵϬϳϰ͘
ZĞƐƉĞĐƚĨƵůůLJ͕
:ŽĞŽŽůĞLJ
^ĞŶŝŽƌsŝĐĞWƌĞƐŝĚĞŶƚ
^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
TABLE OF CONTENTS
1. Scope of Work
2. Summary of GMP
3. Schedule of Values
4. List of Plans and Specifications used for GMP Proposal
5. List of Clarifications and Assumptions
6. Project Schedule
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 1
Scope of Work
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶʹEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐ džŚŝďŝƚʹƉƉƌŽǀĞĚ'DWEŽ͘ϭ
ƉƉƌŽǀĞĚ'DWEŽ͘ϭʹ^ĐŽƉĞŽĨtŽƌŬ
'DWEŽ͘ϭĐŽŶƐŝƐƚƐŽĨƚŚĞǁŽƌŬƌĞƋƵŝƌĞĚĐŽŵƉůĞƚĞEĞŝŐŚďŽƌŚŽŽĚϮΘϲtŽƌŬWĂĐŬĂŐĞEŽ͘ϭĂƐĚĞƚĂŝůĞĚŝŶƚŚĞ
ϵϬйĞƐŝŐŶ^ƵďŵŝƚƚĂůƉƌŽǀŝĚĞĚďLJ<ŝŵůĞLJͲ,ŽƌŶŝŶƵŐƵƐƚϮϬϮϯ͘
dŚĞƐĐŽƉĞŽĨǁŽƌŬŝŶĐůƵĚĞƐĨƵůůĚĞƉƚŚƐƚƌĞĞƚƌĞĐŽŶƐƚƌƵĐƚŝŽŶǁŝƚŚƐƚĂďŝůŝnjĞĚƐƵďŐƌĂĚĞ͕ĂƐƉŚĂůƚƉĂǀĞŵĞŶƚ͕ĂŶĚƚŚĞ
ƌĞƉůĂĐĞŵĞŶƚŽĨƐƚŽƌŵƐĞǁĞƌ͕ĐŽŶĐƌĞƚĞĐƵƌďΘŐƵƚƚĞƌ͕ĚƌŝǀĞǁĂLJƐ͕ƐŝĚĞǁĂůŬƐ͕ĂŶĚƌĂŵƉƐĂƚůŽĐĂƚŝŽŶƐƐŚŽǁŶŝŶ
ƚŚĞƉůĂŶƐĨŽƌƚŚĞĨŽůůŽǁŝŶŐƐƚƌĞĞƚƐ͘
ƌŽĂĚǁĂLJ^ƚƌĞĞƚĨƌŽŵDĂůŽŶĞ^ƚƌĞĞƚƚŽƌLJĂŶ^ƚƌĞĞƚ
tĞƐƚƌĞƐĐĞŶƚ^ƚƌĞĞƚĨƌŽŵ^ƚĂŶůĞLJ^ƚƌĞĞƚƚŽdŚŽŵĂƐ^ƚƌĞĞƚĂŶĚ,ŝůůĐƌĞƐƚ^ƚƌĞĞƚƚŽĐƚŽƌ^ƚƌĞĞƚ
,ŝůůĐƌĞƐƚ^ƚƌĞĞƚĨƌŽŵtĞƐƚWĂŶŚĂŶĚůĞ^ƚƌĞĞƚƚŽtĞƐƚƌĞƐĐĞŶƚ^ƚƌĞĞƚ
,ŽƵƐƚŽŶWůĂĐĞĨƌŽŵdŚŽŵĂƐ^ƚƌĞĞƚƚŽDĂƌŝĞƚƚĂ^ƚƌĞĞƚ
>ŝŶĚĞŶƌŝǀĞĨƌŽŵEŽƌƚŚŽŶŶŝĞƌĂĞ^ƚƌĞĞƚƚŽdŚŽŵĂƐ^ƚƌĞĞƚ
DĂƉůĞ^ƚƌĞĞƚĨƌŽŵǁĞƐƚŽĨǀĞŶƵĞƚŽǁĞƐƚŽĨǀĞŶƵĞ͕ĞdžĐůƵĚŝŶŐƚŚĞŝŶƚĞƌƐĞĐƚŝŽŶĂƚǀĞŶƵĞ
DĂƌŝĞƚƚĂ^ƚƌĞĞƚĨƌŽŵtĞƐƚKĂŬ^ƚƌĞĞƚƚŽ^ĐƌŝƉƚƵƌĞ^ƚƌĞĞƚ
dŚŽŵĂƐ^ƚƌĞĞƚĨƌŽŵtĞƐƚWĂŶŚĂŶĚůĞ^ƚƌĞĞƚƚŽŵĞƌLJ^ƚƌĞĞƚ
dŚĞƐĐŽƉĞŽĨǁŽƌŬŝŶĐůƵĚĞƐƐĂŶŝƚĂƌLJƐĞǁĞƌůŝŶĞƌĞƉůĂĐĞŵĞŶƚĨŽƌƚŚĞĨŽůůŽǁŝŶŐƐƚƌĞĞƚƐ͘
tĞƐƚƌĞƐĐĞŶƚ^ƚƌĞĞƚĨƌŽŵ^ƚĂŶůĞLJ^ƚƌĞĞƚƚŽdŚŽŵĂƐ^ƚƌĞĞƚĂŶĚ,ŝůůĐƌĞƐƚ^ƚƌĞĞƚƚŽĐƚŽƌ^ƚƌĞĞƚ
,ŝůůĐƌĞƐƚ^ƚƌĞĞƚĨƌŽŵtĞƐƚWĂŶŚĂŶĚůĞ^ƚƌĞĞƚƚŽtĞƐƚƌĞƐĐĞŶƚ^ƚƌĞĞƚ
,ŽƵƐƚŽŶWůĂĐĞĨƌŽŵdŚŽŵĂƐ^ƚƌĞĞƚƚŽƌĂĚůĞLJ^ƚƌĞĞƚ
DĂƌŝĞƚƚĂ^ƚƌĞĞƚĨƌŽŵtĞƐƚKĂŬ^ƚƌĞĞƚƚŽ^ĐƌŝƉƚƵƌĞ^ƚƌĞĞƚ
dŚŽŵĂƐ^ƚƌĞĞƚĨƌŽŵ>ŝŶĚĞŶƌŝǀĞƚŽtĞƐƚƌĞƐĐĞŶƚ^ƚƌĞĞƚĂŶĚĞůůĞŵĞĂĚƌŝǀĞƚŽŵĞƌLJ^ƚƌĞĞƚ
dŚĞƐĐŽƉĞŽĨǁŽƌŬŝŶĐůƵĚĞƐƵŶĚĞƌŐƌŽƵŶĚŝŶĨƌĂƐƚƌƵĐƚƵƌĞĨŽƌŝůůƵŵŝŶĂƚŝŽŶĨŽƌƚŚĞĨŽůůŽǁŝŶŐƐƚƌĞĞƚƐ͘
ƌŽĂĚǁĂLJ^ƚƌĞĞƚĨƌŽŵDĂůŽŶĞ^ƚƌĞĞƚƚŽƌLJĂŶ^ƚƌĞĞƚ
dŚĞƐĐŽƉĞŽĨǁŽƌŬĂůƐŽŝŶĐůƵĚĞƐŝŶĐŝĚĞŶƚĂůŝƚĞŵƐƐƵĐŚĂƐƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚ͕ĞƌŽƐŝŽŶĐŽŶƚƌŽů͕ƚŽƉƐŽŝů͕ƐŽĚĚŝŶŐ͕
ƚƌĂĨĨŝĐĐŽŶƚƌŽů͕ƉĂǀĞŵĞŶƚŵĂƌŬŝŶŐƐ͕ƐŝŐŶĂŐĞ͕ůĂŶĚƐĐĂƉĞƌĞƐƚŽƌĂƚŝŽŶ͕ŝƌƌŝŐĂƚŝŽŶƌĞƐƚŽƌĂƚŝŽŶ͕ĂŶĚŵĂŝŶƚĂŝŶŝŶŐĂĐĐĞƐƐ
ĨŽƌƌĞƐŝĚĞŶƚƐĂůŽŶŐƚŚĞƉƌŽũĞĐƚ͘
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 2
Summary of GMP
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
City of Denton - Neighborhood 2 and 6 Exhibit B - Approved GMP No. 1 Sundt Construction, Inc.
Project #:8055 Date:September 28, 2023
Project Name:CMAR for Neighborhood 2 & 6 Improvements
GMP Summary AMOUNT
A.9,666,694.00$
B.404,500.00$
C.Allowances 156,998.00$
RATE
D.5.25%672,658.00$
E.2,584,250.00$
E1 54,608.00$
E2 230,858.00$
E3 Two Year Maintenance Bond 13,484.00$
13,485,100.00$
404,500.00$
H. Contract Amount 13,889,600.00$
Substantial Completion 502 Calendar Days
Final Completion 532 Calendar Days
Payment and Performance Bond
Insurance
F. TOTAL GMP
G. Owner's Contingency
Approved GMP No. 1 - Summary
Cost of the Work (Labor, Materials, Equipment, Warranty)
CM@Risk's Contingency
INDIRECT COSTS
Construction Fee
General Conditions
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 3
Schedule of Values
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶͲEĞŝŐŚďŽƌŚŽŽĚϮĂŶĚϲ džŚŝďŝƚͲƉƉƌŽǀĞĚ'DWEŽ͘ϭ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
ƉƉƌŽǀĞĚ'DWEŽ͘ϭͲ^ĐŚĞĚƵůĞŽĨsĂůƵĞƐ
DZĨŽƌEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐ
tŽƌŬĂƚĞŐŽƌLJ ^ƵďĐŽŶƚƌĂĐƚŽƌ YƵĂŶƚŝƚLJ hŶŝƚ hŶŝƚŽƐƚ dŽƚĂůŽƐƚ
tϭͲZĞŵŽǀĂůƐ͕ĂƌƚŚǁŽƌŬ͕ĂŶĚ^ƵďŐƌĂĚĞ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϭ >^ Ϯ͕ϯϯϮ͕ϰϲϬ͘ϬϬΨ Ϯ͕ϯϯϮ͕ϰϲϬ͘ϬϬΨ
tϮͲhŶĚĞƌŐƌŽƵŶĚ :ŽŚŶƵƌŶƐŽŶƐƚƌƵĐƚŝŽŶŽŵƉĂŶLJŽĨdĞdžĂƐ͕/ŶĐ͘ϭ >^ ϭ͕ϲϳϳ͕ϮϲϬ͘ϬϬΨ ϭ͕ϲϳϳ͕ϮϲϬ͘ϬϬΨ
tϯͲŽŶĐƌĞƚĞ&ůĂƚǁŽƌŬ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϭ >^ ϭ͕ϳϵϱ͕Ϭϲϱ͘ϬϬΨ ϭ͕ϳϵϱ͕Ϭϲϱ͘ϬϬΨ
tϰͲdƌĂĨĨŝĐŽŶƚƌŽů ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘ ϭ >^ Ϯϲϲ͕ϰϰϬ͘ϬϬΨ Ϯϲϲ͕ϰϰϬ͘ϬϬΨ
tϱͲƐƉŚĂůƚWĂǀŝŶŐ dĞdžĂƐDĂƚĞƌŝĂůƐ'ƌŽƵƉ͕/ŶĐ͘ϭ >^ Ϯ͕ϲϴϭ͕ϮϭϬ͘ϬϬΨ Ϯ͕ϲϴϭ͕ϮϭϬ͘ϬϬΨ
tϲͲ/ůůƵŵŝŶĂƚŝŽŶ ĞĂŶůĞĐƚƌŝĐĂů͕>>ϭ >^ ϰϰ͕ϴϱϱ͘ϬϬΨ ϰϰ͕ϴϱϱ͘ϬϬΨ
tϳͲWĂǀĞŵĞŶƚDĂƌŬŝŶŐƐΘ^ŝŐŶĂŐĞ DĞƚƌŽƉůĞdžWĂǀĞŵĞŶƚDĂƌŬŝŶŐƐ͕>>ϭ >^ ϲϭ͕ϰϳϱ͘ϬϬΨ ϲϭ͕ϰϳϱ͘ϬϬΨ
tϴͲ^ŽĚĚŝŶŐΘ^ĞĞĚŝŶŐ ':^ĞĞĚŝŶŐ͕>>ϭ >^ ϱϲ͕ϰϱϬ͘ϬϬΨ ϱϲ͕ϰϱϬ͘ϬϬΨ
'ĞŶĞƌĂůtŽƌŬ/ƚĞŵƐ ϭ >^ ϳϱϭ͕ϰϳϵ͘ϬϬΨ ϳϱϭ͕ϰϳϵ͘ϬϬΨ
ϵ͕ϲϲϲ͕ϲϵϰ͘ϬϬΨ
ůůŽǁĂŶĐĞƐ
ϭ͘&ƵƌŶŝƐŚ&ŝƌĞ,LJĚƌĂŶƚĨŽƌZĞůŽĐĂƚŝŽŶ ϭ ϰ͕ϬϬϬ͘ϬϬΨ ϰ͕ϬϬϬ͘ϬϬΨ
Ϯ͘&ƵƌŶŝƐŚ/ŵƉŽƌƚdŽƉƐŽŝů ϰϰϬ z ϯϯ͘ϱϬΨ ϭϰ͕ϳϰϬ͘ϬϬΨ
ϯ͘>ĂŶĚƐĐĂƉĞZĞƐƚŽƌĂƚŝŽŶKǀĞƌƌƵŶ ϭ >^ ϴ͕ϵϬϬ͘ϬϬΨ ϴ͕ϵϬϬ͘ϬϬΨ
ϰ͘ZĞŵŽǀĞΘZĞƉůĂĐĞƵƌďΘ'ƵƚƚĞƌƚŽ:ŽŝŶƚ ϴϬϬ >& ϲϯ͘ϱϬΨ ϱϬ͕ϴϬϬ͘ϬϬΨ
ϱ͘ZĞŵŽǀĞΘZĞƉůĂĐĞϰΗ^ŝĚĞǁĂůŬƚŽ:ŽŝŶƚ ϴϬϬ ^& ϮϮ͘ϬϬΨ ϭϳ͕ϲϬϬ͘ϬϬΨ
ϲ͘ZĞŵŽǀĞΘZĞƉůĂĐĞϲΗŽŶĐƌŝǀĞǁĂLJƚŽ:ŽŝŶƚ ϵϬϬ ^& Ϯϴ͘ϬϬΨ Ϯϱ͕ϮϬϬ͘ϬϬΨ
ϳ͘dŽƉƐŽŝůΘ^ŽĚĚŝŶŐƌĞĂKǀĞƌƌƵŶ ϲϬϬ ^z Ϯϲ͘ϬϬΨ ϭϱ͕ϲϬϬ͘ϬϬΨ
ϴ͘sĞŐĞƚĂƚŝǀĞtĂƚĞƌŝŶŐƉƉůŝĐĂƚŝŽŶKǀĞƌƌƵŶ ϴϮ D' ϲϵ͘ϬϬΨ ϱ͕ϲϱϴ͘ϬϬΨ
ϵ͘ZĞŵŽǀĞΘZĞƉůĂĐĞϱΗ^ŝĚĞǁĂůŬƚŽďĞWƌŽƚĞĐƚĞĚŝŶWůĂĐĞ ϰϬϬ ^& ϮϮ͘ϱϬΨ ϵ͕ϬϬϬ͘ϬϬΨ
ϭϬ͘ZĞŵŽǀĞΘZĞƉůĂĐĞϰΗ^ŝĚĞǁĂůŬƚŽďĞWƌŽƚĞĐƚĞĚŝŶWůĂĐĞ ϮϱϬ ^& ϮϮ͘ϬϬΨ ϱ͕ϱϬϬ͘ϬϬΨ
ϭϱϲ͕ϵϵϴ͘ϬϬΨ
DZΖƐŽŶƚŝŶŐĞŶĐLJ ϭ >^ ϰϬϰ͕ϱϬϬ͘ϬϬΨ ϰϬϰ͕ϱϬϬ͘ϬϬΨ
ŽŶƐƚƌƵĐƚŝŽŶ&ĞĞ ϭ >^ ϲϳϮ͕ϲϱϴ͘ϬϬΨ ϲϳϮ͕ϲϱϴ͘ϬϬΨ
'ĞŶĞƌĂůŽŶĚŝƚŝŽŶƐ ϭ >^ Ϯ͕ϱϴϰ͕ϮϱϬ͘ϬϬΨ Ϯ͕ϱϴϰ͕ϮϱϬ͘ϬϬΨ
ϭϯ͕ϰϴϱ͕ϭϬϬ͘ϬϬΨ
dŽƚĂůůůŽǁĂŶĐĞƐ
dŽƚĂů'DW
^ĞƉƚĞŵďĞƌϮϴ͕ϮϬϮϯ
dŽƚĂůŽƐƚŽĨƚŚĞtŽƌŬ
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶͲEĞŝŐŚďŽƌŚŽŽĚϮĂŶĚϲ džŚŝďŝƚͲƉƉƌŽǀĞĚ'DWEŽ͘ϭ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
//dD ^Z/Wd/KE hE/d ϲϬй ϵϬй >d KDDEd^
tϭZDKs>^͕Zd,tKZ<͕E^h'Z
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϭ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ZDKs>/dD^
Ϯϰϭ͘ϬϬϳ ZDKsZd/E/E't>>фϰΖ >& ϰϬ͘ϬϬ ϲϬ͘ϬϬ ϮϬ͘ϬϬ
Ϯϰϭ͘ϭϬϭ ZDKsKEZdWsDEd ^z ϭϳϬ͘ϬϬ ϭϵϰ͘ϬϬ Ϯϰ͘ϬϬ
Ϯϰϭ͘ϭϬϮ ZDKsKEZdhZE'hddZ >& ϭϱ͕ϰϲϮ͘ϬϬ ϭϱ͕ϲϱϭ͘ϬϬ ϭϴϵ͘ϬϬ
Ϯϰϭ͘ϭϬϯ ZDKsKEZd'hddZ >& ϵϲ͘ϬϬ ϵϲ͘ϬϬ Ϭ͘ϬϬ
Ϯϰϭ͘ϭϬϰ ZDKs^/t>< ^& ϭϲ͕ϮϬϭ͘ϬϬ ϭϲ͕Ϭϰϯ͘ϬϬ Ͳϭϱϴ͘ϬϬ
Ϯϰϭ͘ϭϬϲ ZDKs^W,>dWsDEd ^z ϯϴ͕ϳϯϳ͘ϬϬ ϯϴ͕ϳϬϱ͘ϬϬ ͲϯϮ͘ϬϬ
Ϯϰϭ͘ϭϬϳ ZDKsZ/stz;KEZdͿ ^& ϭϴ͕Ϭϵϰ͘ϬϬ ϭϴ͕ϮϮϰ͘ϬϬ ϭϯϬ͘ϬϬ
Ϯϰϭ͘ϭϬϳ ZDKsZ/stz;'Zs>Ϳ ^& Ϭ͘ϬϬ ϴϲ͘ϬϬ ϴϲ͘ϬϬ EĞǁďŝĚŝƚĞŵ
Ϯϰϭ͘ϭϭϱ ϮΗ^hZ&D/>>/E' ^z ϵϴ͘ϬϬ ϱϳ͘ϬϬ Ͳϰϭ͘ϬϬ
ϯϭϬϬ͘ϬϬϭ ^/dWZWZd/KE >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
Zd,tKZ</dD^
ϯϭϮϯ͘ϬϬϭ hE>^^/&/ysd/KE z ϴ͕Ϭϳϴ͘ϬϬ ϴ͕ϯϴϲ͘ϬϬ ϯϬϴ͘ϬϬ
ϯϮϭϲ͘Ϭϭϴ ϴΗ'Zs>Z/stzWWZK, ^z Ϭ͘ϬϬ ϭϬ͘ϬϬ ϭϬ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϵϯ͘Ϭϭϱ dKW^K/> z ϴϮϬ͘ϬϬ ϭ͕ϯϮϬ͘ϬϬ ϱϬϬ͘ϬϬ ŵďĂŶŬŵĞŶƚƋƵĂŶƚŝƚLJǁĂƐŵĞƌŐĞĚǁŝƚŚƚŽƉƐŽŝů
ϯϮϵϯ͘ϬϮϬ s'dd/stdZ/E'&KZ^K/E' D' ϯϵϰ͘ϬϬ ϯϭϰ͘ϬϬ ͲϴϬ͘ϬϬ
^h'Z/dD^
ϯϮϭϭ͘ϬϬϮ ϲΗ&>y/>^͕dzW͕'ZͲϭ ^z Ϭ͘ϬϬ ϱϭ͘ϬϬ ϱϭ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϭ͘Ϭϯϭ KDDZ/>>/D^>hZZz dE ϳϳϲ͘ϬϬ ϳϳϱ͘ϬϬ Ͳϭ͘ϬϬ
ϯϮϭϭ͘Ϭϯϯ ϲΗ>/DdZdDEd ^z ϯϳ͕ϲϴϴ͘ϬϬ ϯϳ͕ϱϴϮ͘ϬϬ ͲϭϬϲ͘ϬϬ
ϯϮϭϭ͘Ϭϯϰ ϴΗ>/DdZdDEd ^z ϲ͕ϴϳϵ͘ϬϬ ϲ͕ϵϬϳ͘ϬϬ Ϯϴ͘ϬϬ
ϯϯϬϭ͘Ϭϱϴ DE,K>:h^dDEd͕D/EKZ ϭϯ͘ϬϬ ϭϯ͘ϬϬ Ϭ͘ϬϬ
ϯϯϬϭ͘ϬϲϮ s>sKy:h^dDEd ϰϭ͘ϬϬ ϰϭ͘ϬϬ Ϭ͘ϬϬ
ϯϯϬϱ͘ϭϰϳ >Kd/KEK&y/^d/E'hd/>/d/^ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
tϮhEZ'ZKhE
tdZͬt^dtdZ^,Z/dD^
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϮ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϯϬϱ͘ϭϰϳ >Kd/KEK&y/^d/E'hd/>/d/^ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
hd/>/dz:h^dDEd/dD^
ϯϯϬϭ͘Ϭϲϰ &/Z,zZEd:h^dDEd ϲ͘ϬϬ ϭ͘ϬϬ Ͳϱ͘ϬϬ
t^dtdZ/dD^
Ϯϰϭ͘Ϭϱϯ hd/>/dz>/EW>h''/E' >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϬϭ͘ϬϬϳ &>y/>Ws/E'ZW/Z&KZhd/>/dzdZE, ^z ϴϴ͘ϬϬ ϲϳ͘ϬϬ ͲϮϭ͘ϬϬ
ϯϮϬϭ͘Ϭϭϯ KEZdWs/E'ZW/Z&KZhd/>/dzdZE, ^z ϴ͘ϬϬ ϲ͘ϬϬ ͲϮ͘ϬϬ
ϯϯϬϭ͘ϬϬϮ WK^dͲds/E^Wd/KE >& ϲ͕Ϭϰϱ͘ϬϬ ϲ͕Ϭϯϯ͘ϬϬ ͲϭϮ͘ϬϬ
ϯϯϬϭ͘ϬϬϮ dtKzZtZZEdzds/E^Wd/KE >& ϲ͕Ϭϰϱ͘ϬϬ ϲ͕Ϭϯϯ͘ϬϬ ͲϭϮ͘ϬϬ
ϯϯϬϱ͘ϬϮϭ dZE,^&dz >& ϲ͕Ϭϰϱ͘ϬϬ ϲ͕Ϭϴϭ͘ϬϬ ϯϲ͘ϬϬ
ϯϯϬϱ͘ϭϮϲ ϰΖKEZdDE,K> Ϯϭ͘ϬϬ ϭϵ͘ϬϬ ͲϮ͘ϬϬ
ϯϯϬϱ͘ϭϮϴ ϱΖKEZdDE,K> ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϯϬϱ͘ϭϯϮ ϰΖydZWd,KEZdDE,K> s& ϴ͘ϬϬ ϭϭ͘ϬϬ ϯ͘ϬϬ
ϯϯϬϱ͘ϭϯϯ ϱΖydZWd,KEZdDE,K> s& Ϭ͘ϬϬ ϰ͘ϬϬ ϰ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϯϯϭ͘Ϭϰϱ ϴΗWs'Zs/dz^tZW/W >& ϱ͕ϵϲϱ͘ϬϬ ϰ͕ϵϲϴ͘ϬϬ Ͳϵϵϳ͘ϬϬ ^ĞǁĞƌŽŶDĂƌƌŝĞƚƚĂĐŚĂŶŐĞĚƚŽƉƌĞƐƐƵƌĞƉŝƉĞ
ϯϯϯϭ͘Ϭϰϴ ϴΗWs'Zs/dz^tZW/W͕>^D<&/>> >& ϰϬ͘ϬϬ ϰϱ͘ϬϬ ϱ͘ϬϬ
ϯϯϯϭ͘Ϭϳϯ ϴΗWs'Zs/dz^tZWZ^^hZW/W >& Ϭ͘ϬϬ ϵϴϵ͘ϬϬ ϵϴϵ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϯϬϱ͘ϬϮϮ ϭϴΗ^/E'zKWEhd >& ϮϬ͘ϬϬ ϭϲ͘ϬϬ Ͳϰ͘ϬϬ
ϯϯϬϱ͘yyy ϭϴΗ^/E'zKWEhd͕>^D<&/>> >& ϮϬ͘ϬϬ ϭϱ͘ϬϬ Ͳϱ͘ϬϬ
ϯϯϬϱ͘Ϭϰϲ ϴΗWs^E/dZz^tZZZ/ZW/W >& ϰϬ͘ϬϬ ϯϭ͘ϬϬ Ͳϵ͘ϬϬ
ϯϯϯϭ͘Ϭϴϱ ϰΗ^tZ^Zs/ ϭϭϭ͘ϬϬ ϭϭϭ͘ϬϬ Ϭ͘ϬϬ
ϯϯϯϮ͘ϬϬϭ zW^^WhDW/E' >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
tϯKEZd&>dtKZ<
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϯ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϯ͘ϬϬϯ ϴΗKEZdWsDEd ^z ϯϭϮ͘ϬϬ ϯϰϴ͘ϬϬ ϯϲ͘ϬϬ
ϯϮϭϯ͘ϬϬϳ ϭϮΗKEZdWsDEd ^z ϱϬ͘ϬϬ ϰϴ͘ϬϬ ͲϮ͘ϬϬ
ϯϮϭϲ͘ϬϬϮ ϲΗKEZdhZE'hddZ >& ϭϱ͕ϮϬϴ͘ϬϬ ϭϱ͕ϭϴϰ͘ϬϬ ͲϮϰ͘ϬϬ
ϯϮϭϲ͘ϬϬϯ KEZd'hddZ >& ϳϬ͘ϬϬ ϳϮ͘ϬϬ Ϯ͘ϬϬ
ϯϮϭϲ͘ϬϬϰ KEZdZ/KEhZ >& Ϭ͘ϬϬ ϭϬ͘ϬϬ ϭϬ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϲ͘ϬϬϱ ϰΗKEZd^/t>< ^z ϭ͕ϲϵϬ͘ϬϬ ϭ͕ϲϭϭ͘ϬϬ Ͳϳϵ͘ϬϬ
ϯϮϭϲ͘ϬϬϲ ϱΗKEZd^/t>< ^z ϭϮϱ͘ϬϬ ϭϳϬ͘ϬϬ ϰϱ͘ϬϬ
ϯϮϭϲ͘ϬϬϴ ϰΗKEZd^/t><t/d,hZ ^z ϲϭ͘ϬϬ ϲϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϲ͘Ϭϭϭ hZZDW͕dz/ ϭϭ͘ϬϬ ϭϮ͘ϬϬ ϭ͘ϬϬ
ϯϮϭϲ͘ϬϭϮ hZZDW͕dz/ ϱ͘ϬϬ ϰ͘ϬϬ Ͳϭ͘ϬϬ
ϯϮϭϲ͘Ϭϭϰ hZZDW͕dz/// ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϲ͘Ϭϭϲ ϲΗKEZdZ/stzWWZK, ^z Ϯ͕Ϯϯϳ͘ϬϬ Ϯ͕Ϯϲϱ͘ϬϬ Ϯϴ͘ϬϬ
ϯϮϭϲ͘Ϭϭϴ ϴΗKEZdZ/stzWWZK, ^z ϰϱ͘ϬϬ ϰϱ͘ϬϬ Ϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϮ ZDKs^dKZDtdZ/E>dd,ZKd ϱ͘ϬϬ ϰ͘ϬϬ Ͳϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϯ ZDKs^dKZDtdZ/E>ddKW Ϯ͘ϬϬ Ϯ͘ϬϬ Ϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϰ >zKtEhZ >& ϮϮ͘ϬϬ ϮϮ͘ϬϬ Ϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϱ ϴΗKEhZE'hddZ >& ϭϰϰ͘ϬϬ ϳϬ͘ϬϬ Ͳϳϰ͘ϬϬ
ϵϵϵϵ͘ϬϬϲ hZZDW͕h^dKD Ϯ͘ϬϬ Ϯ͘ϬϬ Ϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϳ KE/E>dd,ZKd ϱ͘ϬϬ ϰ͘ϬϬ Ͳϭ͘ϬϬ
ϵϵϵϵ͘ϬϬϴ KE/E>ddKW Ϯ͘ϬϬ Ϯ͘ϬϬ Ϭ͘ϬϬ
ƉƉƌŽǀĞĚ'DWEŽ͘ϭͲYƵĂŶƚŝƚLJsĂƌŝĂŶĐĞ
DZĨŽƌEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐ
^ĞƉƚĞŵďĞƌϮϴ͕ϮϬϮϯ
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶͲEĞŝŐŚďŽƌŚŽŽĚϮĂŶĚϲ džŚŝďŝƚͲƉƉƌŽǀĞĚ'DWEŽ͘ϭ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
//dD ^Z/Wd/KE hE/d ϲϬй ϵϬй >d KDDEd^
ƉƉƌŽǀĞĚ'DWEŽ͘ϭͲYƵĂŶƚŝƚLJsĂƌŝĂŶĐĞ
DZĨŽƌEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐ
^ĞƉƚĞŵďĞƌϮϴ͕ϮϬϮϯ
tϰdZ&&/KEdZK>
ϭϱϴ͘ϬϬϭ dDWKZZzWZK:d^/'E ϰ͘ϬϬ ϰ͘ϬϬ Ϭ͘ϬϬ
ϯϰϳϭ͘ϬϬϭ dZ&&/KEdZK> >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
tϱ^W,>dWs/E'
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϱ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϮ͘ϬϬϭ ^W,>dWsDEd;^zͿdz͕^Ͳ͕W'ϲϰͲϮϮ͕ϮΗ ^z ϯϮ͕ϭϱϱ͘ϬϬ ϯϮ͕ϬϲϮ͘ϬϬ Ͳϵϯ͘ϬϬ
ϯϮϭϮ͘ϬϮϭ ^W,>dWsDEd;^zͿdz͕^Ͳ͕W'ϲϰͲϮϮ͕ϮΗ ^z ϵϳ͘ϬϬ ϱϳ͘ϬϬ ͲϰϬ͘ϬϬ
ϯϮϭϮ͘ϬϮϮ ^W,>dWsDEd;^zͿdz͕^Ͳ͕W'ϲϰͲϮϮ͕ϯΗ ^z ϲ͕Ϭϲϱ͘ϬϬ ϲ͕Ϭϲϱ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϮ͘Ϭϰϯ ^W,>dWsDEd;^zͿdz͕W'ϲϰͲϮϮ͕ϰΗ;^Ϳ ^z ϲ͕Ϭϲϱ͘ϬϬ ϲ͕Ϭϲϱ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϮ͘Ϭϰϰ ^W,>dWsDEd;^zͿdz͕W'ϲϰͲϮϮ͕ϱΗ;^ydͿ ^z ϲ͕ϲϳϯ͘ϬϬ ϲ͕ϲϵϳ͘ϬϬ Ϯϰ͘ϬϬ
ϯϮϭϮ͘Ϭϰϱ ^W,>dWsDEd;^zͿdz͕W'ϲϰͲϮϮ͕ϲΗ ^z ϯϮ͕ϭϱϱ͘ϬϬ ϯϮ͕ϬϲϮ͘ϬϬ Ͳϵϯ͘ϬϬ
tϲ/>hD/Ed/KE
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϲ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϮϲϬϱ͘Ϭϱϯ ϮΗKEh/dWs͕^,h>ϰϬ͕KZ >& ϱϱ͘ϬϬ ϱϲϱ͘ϬϬ ϱϭϬ͘ϬϬ dŚƌĞĞĐŽŶĚƵŝƚƌƵŶƐĐŚĂŶŐĞĚƚŽďŽƌĞ
ϮϲϬϱ͘Ϭϲϱ 'ZKhEKydz Ϯ͘ϬϬ Ϯ͘ϬϬ Ϭ͘ϬϬ
ϵϵϵϵ͘ϬϭϬ KEh/d;WsͿ;^,ϰϬͿ;ϮΗͿ;dͿ >& ϳϱϱ͘ϬϬ ϭϭϱ͘ϬϬ ͲϲϰϬ͘ϬϬ dŚƌĞĞĐŽŶĚƵŝƚƌƵŶƐĐŚĂŶŐĞĚƚŽďŽƌĞ
tϳWsDEdDZ</E'^E^/'E^
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϳ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
WsDEdDZ</E'/dD^
ϯϮϭϳ͘ϬϬϭ ϰΗ^>WsDdDZ</E',^;tͿ >& Ϭ͘ϬϬ ϱϴϭ͘ϬϬ ϱϴϭ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘ϬϭϬ ϲΗ^>WsDdDZ</E',^;zͿ >& ϭ͕ϯϭϳ͘ϬϬ ϭ͕ϯϭϳ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϳ͘Ϭϭϱ ϴΗ^>WsDdDZ</E',^;tͿ >& Ϭ͘ϬϬ ϭ͕Ϯϭϲ͘ϬϬ ϭ͕Ϯϭϲ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘Ϭϭϲ ϴΗ^>WsDdDZ</E',^;zͿ >& Ϭ͘ϬϬ Ϯ͕ϯϵϮ͘ϬϬ Ϯ͕ϯϵϮ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘ϬϮϱ ϮϰΗ^>WsDdDZ</E',;tͿ >& ϵϭϯ͘ϬϬ ϵϱϯ͘ϬϬ ϰϬ͘ϬϬ
ϯϮϭϳ͘ϬϮϳ >E>'EZZKt Ϭ͘ϬϬ ϭϬ͘ϬϬ ϭϬ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘ϬϮϵ >E>'EKE>z Ϭ͘ϬϬ ϱ͘ϬϬ ϱ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘ϬϯϬ >E>'Eh^ Ϭ͘ϬϬ ϱ͘ϬϬ ϱ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘Ϭϯϭ >E>'E/<;tKZͿ Ϭ͘ϬϬ ϱ͘ϬϬ ϱ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘Ϭϯϭ >E>'E/<;^zDK>Ϳ Ϭ͘ϬϬ ϱ͘ϬϬ ϱ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϮϭϳ͘yyy ϰΗt<EWsDZ<EKEͲZDKs;tͿ;Z<Ϳ >& ϮϴϬ͘ϬϬ ϮϴϬ͘ϬϬ Ϭ͘ϬϬ
ϯϮϭϳ͘yyy ϴΗt<EWsDZ<EKEͲZDKs;tͿ;^>Ϳ >& ϭϱϬ͘ϬϬ ϭϱϬ͘ϬϬ Ϭ͘ϬϬ
^/'E'/dD^
ϯϰϰϭ͘ϭϴϬ &hZE/^,E/E^d>>'ZKhEDKhEd^/'EEWK^d^^D>z Ϯ͘ϬϬ ϴ͘ϬϬ ϲ͘ϬϬ
ϯϰϰϭ͘ϭϴϯ &hZE/^,E/E^d>>^/'Ey͘WK>DKhEd ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϰϰϭ͘ϭϴϲ ZDKs^/'EWE>EWK^d Ϭ͘ϬϬ ϰ͘ϬϬ ϰ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϯϰϰϭ͘ϭϴϴ ZDKsEZ/E^d>>^/'EWE>EWK^d ϰ͘ϬϬ ϰ͘ϬϬ Ϭ͘ϬϬ
tϴ^K/E'E^/E'
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲtϴ >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϵϯ͘Ϭϭϳ ^K/E' ^z ϳ͕ϯϳϰ͘ϬϬ ϱ͕ϴϱϳ͘ϬϬ Ͳϭ͕ϱϭϳ͘ϬϬ
ϯϮϵϯ͘yyy dDWKZZz^/E' ^z ϯ͕ϯϴϭ͘ϬϬ Ϯ͕ϵϰϰ͘ϬϬ Ͳϰϯϳ͘ϬϬ
'EZ>tKZ</dD^
ϭϳϬ͘ϬϬϭ DK/>/d/KEͲ'EZ>tKZ< >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϭϳϭ͘ϬϬϭ ^hZszE>zKhd >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϭϮϱ͘ϬϬϰ /E>dWZKdd/KE;/E^d>>Ϳ ϰϬ͘ϬϬ ϱϰ͘ϬϬ ϭϰ͘ϬϬ
ϯϭϮϱ͘ϬϬϰ /E>dWZKdd/KE;ZDKsͿ ϰϬ͘ϬϬ ϱϰ͘ϬϬ ϭϰ͘ϬϬ
ϯϭϮϱ͘yyy ZK^/KEKEdZK>D/EdEE DK ϭϳ͘ϬϬ ϭϴ͘ϬϬ ϭ͘ϬϬ
ϯϭϮϱ͘yyy ^dZd^tW/E' DK ϭϳ͘ϬϬ ϭϴ͘ϬϬ ϭ͘ϬϬ
ϯϮϴϰ͘ϬϬϮ /ZZ/'d/KE^z^dDZ^dKZd/KE >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϮϵϯ͘Ϭϭϴ >E^WZ^dKZd/KE >^ ϭ͘ϬϬ ϭ͘ϬϬ Ϭ͘ϬϬ
ϯϯϯϭ͘yyy ^tZ^Zs/Ͳ^hZ&Z^dKZd/KE Ϭ͘ϬϬ ϭϭϭ͘ϬϬ ϭϭϭ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϵϵϵϵ͘ϬϬϵ ZK^/KEKEdZK>>K';/E^d>>Ϳ >& Ϭ͘ϬϬ ϮϬ͘ϬϬ ϮϬ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϵϵϵϵ͘ϬϬϵ ZK^/KEKEdZK>>K';ZDKsͿ >& Ϭ͘ϬϬ ϮϬ͘ϬϬ ϮϬ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϵϵϵϵ͘yyy D/EdEEK&Z/stz^^ DK ϭϱ͘ϬϬ ϭϲ͘ϬϬ ϭ͘ϬϬ
ϵϵϵϵ͘yyy dZ^,z^^/^d DK Ϭ͘ϬϬ ϭϲ͘ϬϬ ϭϲ͘ϬϬ EĞǁďŝĚŝƚĞŵ
ϵϵϵϵ͘yyy :h^dD/>Ky͕/E>͘dDWKZZz ϰ͘ϬϬ ϰ͘ϬϬ Ϭ͘ϬϬ
>>KtE^
>>Kt͘ϬϬϭ &hZE/^,&/Z,zZEd&KZZ>Kd/KE ϲ͘ϬϬ ϭ͘ϬϬ Ͳϱ͘ϬϬ
>>Kt͘ϬϬϮ &hZE/^,/DWKZddKW^K/> z Ϭ͘ϬϬ ϰϰϬ͘ϬϬ ϰϰϬ͘ϬϬ
>>Kt͘ϬϬϯ >E^WZ^dKZd/KEKsZZhE >^ Ϭ͘ϬϬ ϭ͘ϬϬ ϭ͘ϬϬ
>>Kt͘ϬϬϰ ZDKsΘZW>hZΘ'hddZdK:K/Ed >& Ϭ͘ϬϬ ϴϬϬ͘ϬϬ ϴϬϬ͘ϬϬ
>>Kt͘ϬϬϱ ZDKsΘZW>ϰΗ^/t><dK:K/Ed ^& Ϭ͘ϬϬ ϴϬϬ͘ϬϬ ϴϬϬ͘ϬϬ
>>Kt͘ϬϬϲ ZDKsΘZW>ϲΗKEZ/stzdK:K/Ed ^& Ϭ͘ϬϬ ϵϬϬ͘ϬϬ ϵϬϬ͘ϬϬ
>>Kt͘ϬϬϳ dKW^K/>Θ^K/E'ZKsZZhE ^z Ϭ͘ϬϬ ϲϬϬ͘ϬϬ ϲϬϬ͘ϬϬ
>>Kt͘ϬϬϴ s'dd/stdZ/E'WW>/d/KEKsZZhE D' Ϭ͘ϬϬ ϴϮ͘ϬϬ ϴϮ͘ϬϬ
>>Kt͘ϬϬϵ ZDKsΘZW>ϱΗ^/t><dKWZKdd/EW> ^&Ϭ͘ϬϬϰϬϬ͘ϬϬ ϰϬϬ͘ϬϬ
>>Kt͘ϬϭϬ ZDKsΘZW>ϰΗ^/t><dKWZKdd/EW> ^&Ϭ͘ϬϬϮϱϬ͘ϬϬ ϮϱϬ͘ϬϬ
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 4
List of Plans and Specifications
used for GMP Proposal
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶͲEĞŝŐŚďŽƌŚŽŽĚϮĂŶĚϲ džŚŝďŝƚͲƉƉƌŽǀĞĚ'DWEŽ͘ϭ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
ŽĐƵŵĞŶƚEĂŵĞͬ^ŚĞĞƚEƵŵďĞƌ ƵƚŚŽƌ
WůŽƚͬZĞǀͬtĞƚ
^ƚĂŵƉĂƚĞ
^ƉĞĐŝĨŝĐĂƚŝŽŶƐ
ϵϬйĞƐŝŐŶ^ƵďŵŝƚƚĂůĨŽƌtŽƌŬWĂĐŬĂŐĞEŽ͘ϭ
ŝƚLJŽĨĞŶƚŽŶ^ƚĂŶĚĂƌĚŽŶƐƚƌƵĐƚŝŽŶ^ƉĞĐŝĨŝĐĂƚŝŽŶŽĐƵŵĞŶƚƐ͖DZͲϴϬϱϱϮϮϬϬϭϴͲϭ
<ŝŵůĞLJͲ,ŽƌŶ Ϭϴ͘ϭϰ͘ϮϬϮϯ
ϵϬйĞƐŝŐŶ^ƵďŵŝƚƚĂůĨŽƌtŽƌŬWĂĐŬĂŐĞEŽ͘ϭ
ŝƚLJŽĨĞŶƚŽŶ^ƚĂŶĚĂƌĚŽŶƐƚƌƵĐƚŝŽŶ^ƉĞĐŝĨŝĐĂƚŝŽŶŽĐƵŵĞŶƚƐ͖DZͲϴϬϱϱϮϮϬϬϭϴͲϭ
ZĞǀŝƐĞĚdĂďůĞŽĨŽŶƚĞŶƚƐ
<ŝŵůĞLJͲ,ŽƌŶ Ϭϴ͘Ϯϭ͘ϮϬϮϯ
ƌĂǁŝŶŐƐ
ϵϬйĞƐŝŐŶ^ƵďŵŝƚƚĂůĨŽƌtŽƌŬWĂĐŬĂŐĞEŽ͘ϭ
ŝƚLJŽĨĞŶƚŽŶWůĂŶƐĨŽƌƚŚĞŽŶƐƚƌƵĐƚŝŽŶŽĨEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐWĂĐŬĂŐĞϭ
<ŝŵůĞLJͲ,ŽƌŶ Ϭϴ͘ϭϰ͘ϮϬϮϯ
ϵϬйĞƐŝŐŶ^ƵďŵŝƚƚĂůĨŽƌtŽƌŬWĂĐŬĂŐĞEŽ͘ϭ
ŝƚLJŽĨĞŶƚŽŶWůĂŶƐĨŽƌŽŶƐƚƌƵĐƚŝŽŶEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐWĂĐŬĂŐĞϭͲZ&/ϭϵ
<ŝŵůĞLJͲ,ŽƌŶ Ϭϴ͘Ϯϰ͘ϮϬϮϯ
WƌŝŵĞŽŶƚƌĂĐƚŽĐƵŵĞŶƚƐ
ϴϬϱϱDZŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞŽŶƚƌĂĐƚƌĂĨƚ&ŝŶĂůůĞĂŶ ŝƚLJŽĨĞŶƚŽŶ Ϭϳ͘ϮϬ͘ϮϬϮϯ
džŚŝďŝƚͲ'ĞŶĞƌĂůŽŶĚŝƚŝŽŶƐ ŝƚLJŽĨĞŶƚŽŶ Ϭϳ͘ϮϬ͘ϮϬϮϯ
džŚŝďŝƚͲWƌĞǀĂŝůŝŶŐtĂŐĞZĂƚĞƐ ŝƚLJŽĨĞŶƚŽŶ Ϭϳ͘ϮϬ͘ϮϬϮϯ
/ŶĐůƵĚĞĚďLJZĞĨĞƌĞŶĐĞ
ŝƚLJŽĨĞŶƚŽŶ͕EĞŝŐŚďŽƌŚŽŽĚϮΘϲ
ϵϬйŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐͲ'DWWĂĐŬĂŐĞϬϭŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚWůĂŶ
^ƵŶĚƚ Ϭϵ͘Ϯϴ͘ϮϬϮϯ
ƉƉƌŽǀĞĚ'DWEŽ͘ϭͲ>ŝƐƚŽĨ'DWŽĐƵŵĞŶƚƐ
DZĨŽƌEĞŝŐŚďŽƌŚŽŽĚϮΘϲ/ŵƉƌŽǀĞŵĞŶƚƐ
^ĞƉƚĞŵďĞƌϮϴ͕ϮϬϮϯ
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 5
List of Clarifications and Assumptions
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
ŝƚLJŽĨĞŶƚŽŶͲEĞŝŐŚďŽƌŚŽŽĚϮĂŶĚϲ džŚŝďŝƚͲƉƉƌŽǀĞĚ'DWEŽ͘ϭ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
//dD ^Z/Wd/KE >Z/&/d/KE^E^^hDWd/KE^
'EZ>>Z/&/d/KEE^^hDWd/KE ZĞŵŽǀĂůŽĨĂďĂŶĚŽŶĞĚƚŚŝƌĚƉĂƌƚLJƵƚŝůŝƚLJůŝŶĞƐƚŚĂƚŵĂLJďĞŝŶĐŽŶĨůŝĐƚǁŝƚŚƚŚĞǁŽƌŬĂƌĞ
ĞdžĐůƵĚĞĚ͘
'EZ>>Z/&/d/KEE^^hDWd/KE ^ƵƌƉůƵƐĐŽƐƚƐĨƌŽŵƋƵĂŶƚŝƚLJƵŶĚĞƌƌƵŶƐŵĂLJďĞƵƐĞĚƚŽŽĨĨƐĞƚĐŽƐƚŽĨƋƵĂŶƚŝƚLJŽǀĞƌƌƵŶƐ͘
'EZ>>Z/&/d/KEE^^hDWd/KE ŽƐƚƐĂŶĚƐĐŚĞĚƵůĞĚĞůĂLJƐĚƵĞƚŽƚŚŝƌĚƉĂƌƚLJƵƚŝůŝƚLJƌĞůŽĐĂƚŝŽŶƐĂƌĞĞdžĐůƵĚĞĚ͘
'EZ>>Z/&/d/KEE^^hDWd/KE ZĞŵŽǀĂůŽĨŚĂnjĂƌĚŽƵƐŵĂƚĞƌŝĂůƐŝƐĞdžĐůƵĚĞĚ͘
'EZ>>Z/&/d/KEE^^hDWd/KE
ZĞŵŽǀĂůĂŶĚƌĞƉůĂĐĞŵĞŶƚƋƵĂŶƚŝƚŝĞƐĂƌĞďĂƐĞĚŽŶƚŚĞůŝŵŝƚƐƐŚŽǁŝŶƚŚĞĚƌĂǁŝŶŐƐ͘
'DWĞdžĐůƵĚĞƐĂŶLJĂĚĚŝƚŝŽŶĂůƋƵĂŶƚŝƚŝĞƐƚŽƌĞŵŽǀĞĂŶĚƌĞƉůĂĐĞƚŽƚŚĞŶĞĂƌĞƐƚũŽŝŶƚ͘
ůůŽǁĂŶĐĞƐŚĂǀĞďĞĞŶƉƌŽǀŝĚĞĚĨŽƌƐĞǀĞƌĂůŝƚĞŵƐ͘
'EZ>>Z/&/d/KEE^^hDWd/KE 'DWŝƐďĂƐĞƵƉŽŶǁŽƌŬŚŽƵƌƐƚŽďĞϱϬŚŽƵƌƐƉĞƌǁĞĞŬ͕ƐŝŶŐůĞƐŚŝĨƚ͘
'EZ>>Z/&/d/KEE^^hDWd/KE ŶLJĚĞƐŝŐŶƐĐŽƉĞŐƌŽǁƚŚďĞƚǁĞĞŶƚŚĞϵϬй'DWĞƐŝŐŶŽĐƵŵĞŶƚƐĂŶĚƚŚĞϭϬϬйZ&
ĞƐŝŐŶŽĐƵŵĞŶƚƐŝƐĞdžĐůƵĚĞĚ͘
'EZ>>Z/&/d/KEE^^hDWd/KE ZĞŵŽǀĂůĂŶĚƌĞƉůĂĐĞŵĞŶƚŽĨĐŽŶĐƌĞƚĞĨůĂƚǁŽƌŬďĞLJŽŶĚƚŚĞůŝŵŝƚƐƐŚŽǁŶŝŶƚŚĞϵϬй
'DWĞƐŝŐŶŽĐƵŵĞŶƚƐŝŶŽƌĚĞƌƚŽƐĂƚŝƐĨLJƌĞƋƵŝƌĞŵĞŶƚƐŝƐĞdžĐůƵĚĞĚ͘
ϮϲϬϱ͘Ϭϱϯ ϮΗKEh/dWs͕^,h>ϰϬ͕KZ
ŽŶĚƵŝƚŝƐĂƐƐƵŵĞĚƚŽƌƵŶĐŽŶƚŝŶƵŽƵƐůLJƚŚƌŽƵŐŚƚŚĞƉŽůĞůŽĐĂƚŝŽŶƐ͘WƵůůďŽdžĞƐ͕
ŚĂŶĚŚŽůĞƐ͕ƐǁĞĞƉƐĂŶĚͬŽƌƐƚƵďͲƵƉƐĂƚƚŚĞƉŽůĞůŽĐĂƚŝŽŶƐĂƌĞĞdžĐůƵĚĞĚ͘
ϵϵϵϵ͘ϬϭϬ KEh/d;WsͿ;^,ϰϬͿ;ϮΗͿ;dͿ
ŽŶĚƵŝƚŝƐĂƐƐƵŵĞĚƚŽƌƵŶĐŽŶƚŝŶƵŽƵƐůLJƚŚƌŽƵŐŚƚŚĞƉŽůĞůŽĐĂƚŝŽŶƐ͘WƵůůďŽdžĞƐ͕
ŚĂŶĚŚŽůĞƐ͕ƐǁĞĞƉƐĂŶĚͬŽƌƐƚƵďͲƵƉƐĂƚƚŚĞƉŽůĞůŽĐĂƚŝŽŶƐĂƌĞĞdžĐůƵĚĞĚ͘
ϯϮϵϯ͘Ϭϭϳ ^K/E' ƌĞĂƐƚŽƌĞĐĞŝǀĞƐŽĚƐŚĂůůďĞĂŵŝŶŝŵƵŵŽĨϭϲŝŶĐŚĞƐǁŝĚĞ͘
ϯϰϰϭ͘ϭϴϬ &hZE/^,E/E^d>>'ZKhEDKhEd^/'EEWK^d^^D>z ůůƐŝŐŶƐĂŶĚŵŽƵŶƚƐƉĞƌŝƚLJŽĨĞŶƚŽŶ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘ddžKd^ƚĂŶĚĂƌĚĞƚĂŝůƐĂŶĚ
ddžKd^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂƌĞĞdžĐůƵĚĞĚ͘
ϯϰϰϭ͘ϭϴϯ &hZE/^,E/E^d>>^/'Ey͘WK>DKhEd
ůůƐŝŐŶƐĂŶĚŵŽƵŶƚƐƉĞƌŝƚLJŽĨĞŶƚŽŶ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘ddžKd^ƚĂŶĚĂƌĚĞƚĂŝůƐĂŶĚ
ddžKd^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂƌĞĞdžĐůƵĚĞĚ͘
>>Kt͘ϬϬϭ &hZE/^,&/Z,zZEd&KZZ>Kd/KE ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐĨƵƌŶŝƐŚŝŶŐ;ϭͿŶĞǁĨŝƌĞŚLJĚƌĂŶƚĨŽƌƌĞůŽĐĂƚĞĚĨŝƌĞŚLJĚƌĂŶƚ͘
>>Kt͘ϬϬϮ &hZE/^,/DWKZddKW^K/>
ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐŝŵƉŽƌƚƚŽƉƐŽŝůŝĨŽŶƐŝƚĞĞdžĐĞƐƐĞdžĐĂǀĂƚŝŽŶĚŽĞƐŶŽƚŵĞĞƚ
ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘ůůŽǁĂŶĐĞƋƵĂŶƚŝƚLJŝƐďĂƐĞĚƵƉŽŶϭͬϯŽĨ'DWƋƵĂŶƚŝƚLJ͘
>>Kt͘ϬϬϯ >E^WZ^dKZd/KEKsZZhE
ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐĂĚĚŝƚŝŽŶĂůůĂŶĚƐĐĂƉĞƌĞƐƚŽƌĂƚŝŽŶďƵĚŐĞƚƚŽƐƚĂƚŝƐĨLJŚŽŵĞŽǁŶĞƌ
ĞdžƉĞĐƚĂƚŝŽŶƐ͘ůůŽǁĂŶĐĞǀĂůƵĞŝƐďĂƐĞĚƵƉŽŶϮϱйŽĨƚŚĞ'DWǀĂůƵĞĨŽƌŝĚ/ƚĞŵ
ϯϮϵϯ͘Ϭϭϴ>ĂŶĚƐĐĂƉĞZĞƐƚŽƌĂƚŝŽŶ͘
>>Kt͘ϬϬϰ ZDKsΘZW>hZΘ'hddZdK:K/Ed
ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐĂĚĚŝƚŝŽŶĂůĐƵƌďΘŐƵƚƚĞƌƌĞŵŽǀĂůĂŶĚƌĞƉůĂĐĞŵĞŶƚƚŽŶĞĂƌĞƐƚ
ĞdžŝƐƚŝŶŐũŽŝŶƚ͘ůůŽǁĂŶĐĞƋƵĂŶƚŝƚLJŝƐďĂƐĞƵƉŽŶϱйŽĨƚŚĞ'DWƋƵĂŶƚŝƚLJ͘
>>Kt͘ϬϬϱ ZDKsΘZW>ϰΗ^/t><dK:K/Ed
ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐĂĚĚŝƚŝŽŶĂůƐŝĚĞǁĂůŬƌĞŵŽǀĂůĂŶĚƌĞƉůĂĐĞŵĞŶƚƚŽŶĞĂƌĞƐƚĞdžŝƐƚŝŶŐ
ũŽŝŶƚ͘ůůŽǁĂŶĐĞƋƵĂŶƚŝƚLJŝƐďĂƐĞĚƵƉŽŶϱйŽĨƚŚĞ'DWƋƵĂŶƚŝƚLJ͘
>>Kt͘ϬϬϲ ZDKsΘZW>ϲΗKEZ/stzdK:K/Ed
ůůŽǁĂŶĐĞŝŶĐůƵĚĞƐĂĚĚŝƚŝŽŶĂůĚƌŝǀĞǁĂLJƌĞŵŽǀĂůĂŶĚƌĞƉůĂĐĞŵĞŶƚƚŽŶĞĂƌĞƐƚĞdžŝƐƚŝŶŐ
ũŽŝŶƚ͘ůůŽǁĂŶĐĞƋƵĂŶƚŝƚLJŝƐďĂƐĞĚƵƉŽŶϱйŽĨƚŚĞ'DWƋƵĂŶƚŝƚLJ͘
>>Kt͘ϬϬϳ dKW^K/>Θ^K/E'ZKsZZhE
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DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Construction Management Plan
City of Denton – Neighborhood 2 & 6 Improvements Exhibit B – Approved GMP No. 1
Tab 6
Project Schedule
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised November 20, 2020
EXHIBIT C
STANDARD GENERAL CONDITIONS OF THE
CONSTRUCTION CONTRACT
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised November 20, 2020
STANDARD GENERAL CONDITIONS
OF THE CONSTRUCTION CONTRACT
TABLE OF CONTENTS
Page
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY ................................................................................................. 1
1.01 Defined Terms ............................................................................................................................... 1
1.02 Terminology .................................................................................................................................. 4
ARTICLE 2 – PRELIMINARY MATTERS ................................................................................................................. 5
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance ......................................... 5
2.02 Copies of Documents .................................................................................................................... 5
2.03 Before Starting Construction ........................................................................................................ 5
2.04 Preconstruction Meeting .............................................................................................................. 6
2.05 Public Meeting .............................................................................................................................. 6
2.06 Initial Acceptance of Schedules .................................................................................................... 6
2.07 Electronic Submittals and Transmittals ........................................................................................ 6
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE ......................................................... 6
3.01 Intent ............................................................................................................................................. 6
3.02 Reference Standards ..................................................................................................................... 7
3.03 Reporting and Resolving Discrepancies ........................................................................................ 7
3.04 Requirements of the Contract Documents ................................................................................... 8
3.05 Reuse of Documents ..................................................................................................................... 8
ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK ....................................................................... 9
4.01 Commencement of Contract Time; Notice to Proceed ................................................................ 9
4.02 Starting the Work .......................................................................................................................... 9
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS . 9
5.01 Availability of Lands ...................................................................................................................... 9
5.02 Use of Site and Other Areas .......................................................................................................... 9
5.03 Underground Facilities ................................................................................................................ 11
ARTICLE 6 – BONDS AND INSURANCE .............................................................................................................. 11
6.01 Licensed Sureties and Insurers .................................................................................................... 11
6.02 Performance, Payment, and Maintenance Bonds ...................................................................... 12
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6.03 Certificates of Insurance ............................................................................................................. 12
6.04 Contractor’s Insurance ................................................................................................................ 14
6.05 Acceptance of Bonds and Insurance; Option to Replace ............................................................ 15
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES .............................................................................................. 15
7.01 Contractor’s Means and Methods of Construction .................................................................... 15
7.02 Supervision and Superintendence .............................................................................................. 15
7.03 Labor; Working Hours ................................................................................................................. 16
7.04 Services, Materials, and Equipment ........................................................................................... 16
7.05 Project Schedule ......................................................................................................................... 17
7.06 “Or Equals” .................................................................................................................................. 17
7.07 Substitutions ............................................................................................................................... 18
7.08 Concerning Subcontractors and Suppliers .................................................................................. 20
7.09 Wage Rates ................................................................................................................................. 21
7.10 Patent Fees and Royalties ........................................................................................................... 22
7.11 Permits and Utilities .................................................................................................................... 22
7.12 Taxes ........................................................................................................................................... 23
7.13 Laws and Regulations .................................................................................................................. 23
7.14 Record Documents ...................................................................................................................... 23
7.15 Safety and Protection.................................................................................................................. 24
7.16 Hazard Communication Programs .............................................................................................. 25
7.17 Emergencies and/or Rectification ............................................................................................... 25
7.18 Submittals ................................................................................................................................... 25
7.19 Continuing the Work ................................................................................................................... 27
7.20 Contractor’s General Warranty and Guarantee ......................................................................... 27
7.21 Delegation of Professional Design Services ................................................................................ 27
7.22 Right to Audit .............................................................................................................................. 28
7.23 Nondiscrimination ....................................................................................................................... 29
ARTICLE 8 – OTHER WORK AT THE SITE ........................................................................................................... 29
8.01 Other Work ................................................................................................................................. 29
8.02 Coordination ............................................................................................................................... 30
8.03 Legal Relationships ...................................................................................................................... 30
ARTICLE 9 – CITY’S RESPONSIBILITIES .............................................................................................................. 30
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Revised November 20, 2020
9.01 Communications to Contractor .................................................................................................. 30
9.02 Furnish Data ................................................................................................................................ 30
9.03 Pay When Due ............................................................................................................................. 31
9.04 Lands and Easements; Reports, Tests, and Drawings ................................................................. 31
9.05 Change Orders ............................................................................................................................ 31
9.06 Inspections, Tests, and Approvals ............................................................................................... 31
9.07 Limitations on City’s Responsibilities .......................................................................................... 31
9.08 Undisclosed Hazardous Environmental Condition ...................................................................... 31
9.09 Compliance with Safety Program ................................................................................................ 31
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION ........................................................................ 31
10.01 City’s Project Manager or Duly Authorized Representative ................................................... 31
10.02 Visits to Site ............................................................................................................................. 32
10.03 Determinations for Work Performed ...................................................................................... 32
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work ................... 32
ARTICLE 11 – CHANGES ININ THE WORK; CLAIMS; EXTRA WORK ................................................................... 32
11.01 Amending and Supplementing the Contract .......................................................................... 32
11.02 Execution of Change Orders ................................................................................................... 33
11.03 Field Orders ............................................................................................................................. 33
11.04 Authorized Changes in the Work – Extra Work ...................................................................... 33
11.05 Unauthorized Changes in the Work ........................................................................................ 33
11.06 Dispute of Extra Work ............................................................................................................. 33
11.07 Contract Claims Process .......................................................................................................... 34
11.08 Change of Contract Price ........................................................................................................ 35
11.09 Change of Contract Time ........................................................................................................ 36
11.10 Notification to Surety .............................................................................................................. 36
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT .. 36
12.01 Cost of the Work ..................................................................................................................... 36
12.02 Unit Price Work ....................................................................................................................... 39
12.03 Plans Quantity Measurement for Unclassified Excavation or Embankment .......................... 40
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK .. 40
13.01 Access to Work ........................................................................................................................ 40
13.02 Tests and Inspections .............................................................................................................. 41
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13.03 Defective Work ....................................................................................................................... 42
13.04 Rejecting Defective Work ....................................................................................................... 42
13.05 Acceptance of Defective Work................................................................................................ 42
13.06 Uncovering Work .................................................................................................................... 42
13.07 City May Stop the Work .......................................................................................................... 43
13.08 City May Correct Defective Work ........................................................................................... 43
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD ........................................ 44
14.01 Progress Payments .................................................................................................................. 44
14.02 Contractor’s Warranty of Title ................................................................................................ 47
14.03 Partial Utilization ..................................................................................................................... 47
14.04 Final Inspection ....................................................................................................................... 47
14.05 Final Acceptance ..................................................................................................................... 47
14.06 Final Payment .......................................................................................................................... 47
14.07 Final Completion Delayed and Partial Retainage Release ...................................................... 48
14.08 Waiver of Claims ..................................................................................................................... 49
14.09 Correction Period .................................................................................................................... 49
ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION ............................................................................. 50
15.01 City May Suspend Work .......................................................................................................... 50
15.02 City May Terminate for Cause ................................................................................................ 50
15.03 City May Terminate for Convenience ..................................................................................... 52
ARTICLE 16 – RESOLUTION OF DISPUTES ......................................................................................................... 53
16.01 Methods and Procedures ........................................................................................................ 53
ARTICLE 17 – MISCELLANEOUS ........................................................................................................................ 54
17.01 Giving Notice ........................................................................................................................... 54
17.02 Computation of Time .............................................................................................................. 54
17.03 Cumulative Remedies ............................................................................................................. 54
17.04 No Waiver ............................................................................................................................... 55
17.05 Survival of Obligations ............................................................................................................ 55
17.06 Assignment of Contract .......................................................................................................... 55
17.07 Successors and Assigns ........................................................................................................... 55
17.08 Governing Law ........................................................................................................................ 55
17.09 Headings .................................................................................................................................. 55
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Revised November 20, 2020
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Wherever used in the Contract or in other Contract Documents, the terms listed below have
the meanings indicated which are applicable to both the singular and plural thereof, and words
denoting gender shall include the masculine, feminine and neuter. When used in a context
consistent with the definition of a listed-defined term, the term shall have a meaning as defined
below whether capitalized or italicized or otherwise. In addition to terms specifically defined,
terms with initial capital letters in the Contract Documents include references to identified
articles and paragraphs, and the titles of other documents or forms.
1. Addenda—Written or graphic instruments issued prior to the opening of Bids which
clarify, correct, or change the Bidding Requirements or the proposed Contract
Documents.
2. Application for Payment—The form acceptable to City which is to be used by Contractor
during the course of the Work in requesting progress or final payments and which is to
be accompanied by such supporting documentation as is required by the Contract.
3. Asbestos—Any material that contains more than one percent asbestos and is friable or is
releasing asbestos fibers into the air above current action levels established by the United
States Occupational Safety and Health Administration.
4. Award—Authorization by the City Council for the City to enter into an Agreement.
5. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the
prices for the Work to be performed. The term “Bid” shall be defined to include the term
“Proposal” in those instances where the City utilizes a Request for Proposal rather than
an Invitation for Bid.
6. Bidder—The individual or entity that submits a Bid directly to City. The term “Bidder”
shall be defined to include the terms “Proposer” or “Offeror” in those instances where
the City utilizes a Request for Proposal rather than an Invitation for Bid.
7. Bidding Documents—The Bidding Requirements and the proposed Contract Documents
(including all Addenda). The term “Bidding Documents” shall be defined to include the
terms “Proposal Documents” in those instances where the City utilizes a Request for
Proposal rather than an Invitation for Bid.
8. Bidding Requirements—The Advertisement or Invitation to Bid, Instructions to Bidders,
Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments.
The term “Bidding Requirements” shall be defined to include the terms “Proposal
Requirements” in those instances where the City utilizes a Request for Proposal rather
than an Invitation for Bid and will include the Request for Proposal or Invitation to
Offerors, Instructions to Offerors, Offerors Bond or other Proposal security, if any, the
Proposal Form, and the Proposal with any attachments.
9. Business Day—A day that the City conducts normal business, generally Monday through
Friday, except for federal or state holidays observed by the City.
10. Calendar Day—A day consisting of 24 hours measured from midnight to the next
midnight.
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11. City Attorney—The officially appointed City Attorney of the City of Denton or his or her
designee.
12. City Council—The duly elected and qualified governing body of the City of Denton.
13. City Manager—The officially appointed authorized City Manager of the City of Denton.
14. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment
of Contract Price or Contract Time, or both, or other relief with respect to the terms of the
Contract. A demand for money or services by a third party is not a Contract Claim.
15. Contractor—The individual or entity with whom City has entered into the Agreement.
16. Damage Claims—A demand for money or services arising from the Project or Site from
a third party, City or Contractor exclusive of a Contract Claim.
17. Drawings—The part of the Contract Documents prepared or approved by an Engineer
that graphically shows the scope, extent, and character of the Work to be performed by
Contractor. Submittals, as defined, are not considered Drawings as so defined here.
18. Effective Date of the Agreement—The date, indicated in the Agreement, on which it
becomes effective,, but if no such date is indicated, it means the date on which the
Agreement is signed and delivered by the City.
19. Electronic Document—Any Project-related correspondence, attachments to
correspondence, text, data, documents, drawings, information, or graphics, including but
not limited to Shop Drawings and other Submittals, that are in an electronic or digital
format.
20. Electronic Means—Electronic mail (email), upload/download from a secure Project
website, or other communications methods that allow: (a) the transmission or
communication of Electronic Documents; (b) the documentation of transmissions,
including sending and receipt; (c) printing of the transmitted Electronic Document by the
recipient; (d) the storage and archiving of the Electronic Document by sender and
recipient; and (e) the use by recipient of the Electronic Document for purposes permitted
by the Contract. Electronic Means does not include the use of text messaging, or of
Facebook, Twitter, Instagram, or similar social media services for transmission of
Electronic Documents.
21. Extra Work—Additional work made necessary by City-approved changes or alterations
to the Contract Documents. Extra Work shall be part of the Work.
22. Field Order—A written directive issued by City that requires changes in the Work but
does not involve a change to the Contract Price, Contract Time, or Drawings, Plan, or
Shop Drawings.
23. Final Inspection—The inspection performed by the City to determine whether the
Contractor has completed each and every part or appurtenance of the Work fully, entirely,
and in conformance with the Contract Documents.
24. General Requirements—Sections of The information set forth in “Division 101 – General
Requirements” of the Standard Construction Specification Documents.
25. Hazardous Environmental Condition—The presence at the Site of Asbestos, P C B s ,
Petroleum, Hazardous Waste, Radioactive Material, or any other substance, product, waste
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or materials, in such quantities or circumstances that may present a substantial danger to
persons or property exposed thereto.
26. Hazardous Waste—Any solid waste listed as hazardous or which possesses one or more
hazardous characteristics as defined in applicable Laws and Regulations.
27. Incidental or incidental—Work items that the Contractor is not paid for directly, but costs
for which are included under the various bid items of the Project.
28. Laws and Regulations—Any and all applicable laws, statutes, rules, regulations,
ordinances, codes, and binding decrees, resolutions, and orders of any and all
governmental bodies, agencies, authorities, and courts having jurisdiction over the Site
or any portion or part of the Work to be performed.
29. Liens—Charges, security interests, or encumbrances upon Project funds, real property,
or personal property.
30. Major Item—An item of work included in the Contract Documents that has a total cost
equal to or greater than 5% of the original Contract Price.
31. Notice of Award—The written notice by City to the Successful Bidder stating that upon
timely compliance by the Successful Bidder with the conditions precedent listed in such
notice, City will sign and deliver the Agreement.
32. PCBs—Polychlorinated biphenyls.
33. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at
standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds
per square inch absolute), and including but not limited to oil, fuel oil, oil sludge, oil
refuse, gasoline, diesel fuel, kerosene, and oil mixed with other non-Hazardous Waste
and crude oils.
34. Plans—This term will have the same definition of as “Drawings”.
35. .
36. Project Manager—The authorized representative of the City who will be assigned to the
Project.
37. Project Manual—The documentary information prepared for bidding or proposing and
furnishing the Work.
38. Public Meeting—An announced meeting conducted by the City to facilitate public
participation and to assist the public in gaining an informed view of the Project.
39. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required
submittals and the time requirements toto support scheduled performance of related
construction activities.
40. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating
portions of the Contract Price to various portions of the Work and used as the basis for
reviewing Contractor’s Applications for Payment.
41. Submittal—All drawings, diagrams, illustrations, schedules and other data or information
which are specifically prepared or assembled by or for Contractor and submitted by
Contractor to the City to illustrate some portion of the Work.
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42. Subsidiary or subsidiary—These terms will have the same definition as “Incidental. or
incidental”.
43. Successful Bidder—The Bidder to whom City issues a Notice of Award. The term
“Bidder” shall be defined to include the terms “Proposer” or “Offeror” in those instances
where the City utilizes a Request for Proposal rather than an Invitation for Bid and is the
Proposer or Offeror submitting the proposal or offer that provides the best value to the
City and to whom the City issues a Notice of Award.
44. Superintendent—The representative of the Contractor who is available at all times and
able to receive instructions from the City and to act for the Contractor.
45. Supplementary Conditions—The part of the Contract set forth at Division 00 73 00 that
amends or supplements these General Conditions.
46. Underground Facilities—All underground lines, pipelines, conduits, ducts, encasements,
cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or systems at the
Site, including but not limited to those facilities or systems that produce, transmit,
distribute, or convey telephone or other communications, cable television, fiber optic
transmissions, power, electricity, light, heat, gases, oil, crude oil products, liquid
petroleum products, water, steam, waste, wastewater, storm water, other liquids or
chemicals, or traffic or other control systems.
47. Unit Price Work—Work for which the Contract Price is determined by multiplying the
unit price for the item by the estimated quantity of the item.
48. Weekend Working Hours—Those hours between 8:00 a.m. and 8:30 p.m. on Saturday,
and between 1:00 p.m. and 8:30 p.m. on Sunday or on a federal or state holiday observed
by the City, as approved in advance by the City for performing Work.
49. Working Day—Defined as a Business Day but excluding any days that weather or other
conditions beyond the reasonable control of the Contractor prevents the performance of
the principal unit of work underway for a continuous period of not less than 7 hours
between 7:00 a.m. and 8:00 p.m.
1.02 Terminology
A. The words and terms discussed in Paragraphs 1.02.B, C, D, and E are not defined terms that
require initial capital letters, but, when used in the Bidding Requirements or Contract, have
the indicated meaning.
B. Intent of Certain Terms or Adjectives: The Contract includes the terms “as allowed,” “as
approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise
of judgment by City. In addition, the adjectives “reasonable,” “suitable,” “acceptable,”
“proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or
determination of City as to the Work. It is intended that such exercise of judgment, action, or
determination will be to evaluate, in general, the Work for compliance with the information in
the Contract Documents and with the design concept of the Project as a functioning whole as
shown or indicated in the Contract Documents (unless there is a specific statement indicating
otherwise).
C. Defective: The word “defective,” when modifying the word “Work,” refers to Work that is
unsatisfactory, faulty, or deficient in that it:
1. does not conform to the Contract Documents; or
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2. does not meet the requirements of any applicable inspection, reference standard, test, or
approval referred to in the Contract Documents; or
3. has been damaged prior to City’s written notice of Final Acceptance.
D. Furnish, Install, Perform, Provide
1. The word “furnish,” when used in connection with services, materials, or equipment,
means to supply and deliver said services, materials, or equipment to the Site (or some
other specified location) ready for use or installation and in usable or operable condition.
2. The word “install,” when used in connection with services, materials, or equipment,
means to put into use or place in final position said services, materials, or equipment
complete and ready for intended use.
3. The words “perform” or “provide,” when used in connection with services, materials, or
equipment, means to execute, carry out, furnish and install said services, materials, or
equipment complete and ready for intended use.
4. If the Contract Documents establish an obligation of Contractor with respect to specific
services, materials, or equipment, but do not expressly use any of the four words
“furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said
services, materials, or equipment complete and ready for intended use.
E. Unless stated otherwise in the Contract, words or phrases that have a well-known technical or
construction industry or trade meaning are used in the Contract in accordance with such
recognized meaning.
ARTICLE 2 – PRELIMINARY MATTERS
2.01 Delivery of Performance and Payment Bonds; Evidence of Insurance
A. Performance and Payment Bonds: When Contractor delivers the signed counterparts of the
Agreement to City, Contractor shall also deliver to City the performance bond , payment bond
and maintenance bond that comply with the provisions of Chapter 2253 of the Texas
Government Code. Work will not be allowed to begin until the performance and payment
bonds have been provided by the Contractor to the City.
B. Evidence of Contractor’s Insurance: When Contractor delivers the signed counterparts of the
Agreement to City, Contractor shall also deliver to City, with copies to each additional insured
(as identified in the Contract), the certificates, endorsements, and other evidence of insurance
required to be provided by Contractor in accordance with Article 6. Work will not be allowed
to begin until the evidence of insurance has been provided by the Contractor to the City.
2.02 Copies of Documents
A. City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of
the Contract, and three (3) additional copies of the Drawings. Additional printed copies will
be furnished upon request at the cost of reproduction.
2.03 Before Starting Construction
Baseline starting Work, Contractor shall submit for review by City the following in accordance
with the Contract Documents:
A. Baseline Schedules in accordance with General Requirements, Section 01 32 16.
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B. Preliminary Schedule of Submittals.
C. Preliminary Schedule of Values: For lump sum contracts, a Schedule of Values for all of the
Work that includes quantities and prices of items that when added together equal the Contract
Price and subdivides the Work into component parts in sufficient detail to serve as the basis
for progress payments during performance of the Work. Such prices will include an
appropriate amount of overhead and profit applicable to each item of Work.
2.04 Preconstruction Meeting
A. Before any Work at the Site is started, the Contractor shall attend a Preconstruction Meeting
as specified in Section 01 31 19.
2.05 Public Meeting
A. Contractor may not mobilize any equipment, materials, or resources to the Site prior to
Contractor attending the Public Meeting as scheduled by the City.
2.06 Initial Acceptance of Schedules
A. No progress payment shall be made to Contractor until acceptable Project Schedules are
submitted to City in accordance with the Contract Documents.
2.07 Electronic Submittals and Transmittals
A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may send, and
shall accept, Electronic Documents transmitted by Electronic Means.
B. If the Contract does not establish protocols for Electronic Means, then City and Contractor
shall jointly develop such protocols.
C. Subject to any governing protocols for Electronic Means, when transmitting Electronic
Documents by Electronic Means, the transmitting party makes no representations as to long-
term compatibility, usability, or readability of the Electronic Documents resulting from the
recipient’s use of software application packages, operating systems, or computer hardware
differing from those used in the drafting or transmittal of the Electronic Documents.
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE
3.01 Intent
A. The Contract Documents are complementary; what is required by one Contract Document is
as binding as if required by all.
B. It is the intent of the Contract to describe a functionally complete Project to be constructed in
accordance with the Contract Documents. Any labor, documentation, services, materials, or
equipment that reasonably may be inferred from the Contract Documents or from prevailing
custom or trade usage as being required to produce the indicated result will be provided
whether or not specifically called for, at no additional cost to City.
C. City will issue clarifications and interpretations of the Contract Documents as provided herein.
D. The Specifications may vary in form, forma and style. Some Specification sections may be
written in varying degrees of streamlined or declarative style, and some sections may be
relatively narrative by comparison. Omission of such words and phrases as “the Contractor
shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined
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sections. Omitted words and phrases shall be supplied by inference. Similar types of
provisions may appear in various parts of a section or articles within a part depending on the
format of the section. The Contractor shall not take advantage of any variation of form, format
or style in making Contract Claims or Damage Claims.
E. The cross-referencing of Specification sections under the subparagraph heading “Related
Sections include but are not necessarily limited to:” and elsewhere within each Specification
section is provided as an aid and convenience to the Contractor. The Contractor shall not rely
on the cross-referencing provided and shall be responsible to coordinate the entire Work under
the Contract Documents and provide a complete Project whether or not cross-referencing is
provided in each section or whether the cross-referencing is complete or accurate.
3.02 Reference Standards
A. Standards Specifications, Codes, Laws and Regulations
1. Reference in the Contract Documents to standard specifications, manuals, reference
standards, or codes of any technical society, organization, or association, or to Laws or
Regulations, whether such reference be specific or by implication, means the standard
specification, manual, reference standard, code, or Laws or Regulations in effect at the
time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids),
except as may be otherwise specifically stated in the Contract Documents.
2. No provision of any such standard specification, manual, reference standard, or code, and
no instruction of a Supplier, will be effective to change the duties or responsibilities of
City, Contractor, or any of their subcontractors, consultants, agents, or employees from
those set forth in the Contract Documents. No such provision or instruction shall be
effective to assign to City or any of its officers, elected or appointed officials, directors,
members, partners, employees, agents, consultants, or subcontractors, any duty or
authority to supervise or direct the performance of the Work or any duty or authority to
undertake responsibility inconsistent with the provisions of the Contract Documents.
3.03 Reporting and Resolving Discrepancies
A. Reporting Discrepancies
1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each
part of the Work, Contractor shall carefully study the Contract Documents, and check
and verify pertinent figures and dimensions therein, particularly with respect to
applicable field measurements, and conditions. Contractor shall promptly report in
writing to City any conflict, error, ambiguity, or discrepancy that Contractor discovers,
or has actual knowledge of, and shall obtain a written interpretation or clarification from
City before proceeding with any Work affected thereby.
2. Contractor’s Review of Contract Documents: If, before or during the performance of the
Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the
Contract Documents, or between the Contract Documents and (a) any applicable Law or
Regulation, (b) actual field conditions, (c) any standard specification, manual, reference
standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly
report it to City in writing. Contractor shall not proceed with the Work affected thereby
(except in an emergency as required by Paragraph 7.1717) until the conflict, error,
ambiguity, or discrepancy is resolved, by a clarification or interpretation by City, or by
an amendment or supplement to the Contract issued pursuant to Paragraph 11.01.
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3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity,
or discrepancy in the Contract Documents unless Contractor had actual knowledge
thereof.
B. Resolving Discrepancies
1. Except as may be otherwise specifically stated in the Contract Documents, the provisions
of the Contract Documents take precedence in resolving any conflict, error, ambiguity,
or discrepancy between such provisions of the Contract Documents and:
a. the provisions of any standard specification, manual, reference standard, or code, or
the instruction of any Supplier; or
b. the provisions of any Laws or Regulations applicable to the performance of the Work
(unless such an interpretation of the provisions of the Contract Documents would
result in violation of such Law or Regulation).
2. In case of discrepancies, figured dimensions shall govern over scaled dimensions,
Drawings shall govern over Specifications, and Supplementary Conditions shall govern
over General Conditions and Specifications.
3.04 Requirements of the Contract Documents
A. During the performance of the Work and until final payment, Contractor shall submit to the
City in writing all matters in question concerning the requirements of the Contract Documents
(sometimes referred to as requests for information or interpretation—RFIs), or relating to the
acceptability of the Work under the Contract Documents, as soon as possible after such matters
arise. City will be the interpreter of the requirements of the Contract Documents, and judge of
the acceptability of the Work.
B. City will, with reasonable promptness, render a written clarification, interpretation, or decision
on the issue submitted, or initiate an amendment or supplement to the Contract Documents.
City’s written clarification, interpretation, or decision will be final and binding on Contractor,
unless Contractor appeals by filing a Contract Claim.
3.05 Reuse of Documents
A. Contractor and its Subcontractors and Suppliers shall not:
1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or
other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or
its consultants, including electronic media versions, or reuse any such Drawings,
Specifications, other documents, or copies thereof on extensions of the Project or any
other project without written consent of City and specific written verification or
adaptation by Engineer; or
2. have or acquire any title or ownership rights in any other Contract Documents, reuse any
such Contract Documents for any purpose without City’s express written consent, or
violate any copyrights pertaining to such Contract Documents.
B. The prohibitions of this Paragraph 3.05 05 will survive final payment, or termination of the
Contract. Nothing herein precludes Contractor from retaining copies of the Contract
Documents for record purposes.
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ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK
4.01 Commencement of Contract Time; Notice to Proceed
A. The Contract Time will commence to run on the day indicated in the Notice to Proceed. A
Notice to Proceed may be given at any time within 30 days after the Effective Date of the
Contract.
4.02 Starting the Work
A. Contractor shall start to perform the Work on the date when the Contract Time commences to
run. No Work may be done at the Site prior to the date on which the Contract Time commences
to run.
ARTICLE 5 – SITE; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS
ENVIRONMENTAL CONDITIONS
5.01 Availability of Lands
A. City shall furnish the Site. City shall notify Contractor in writing of any encumbrances or
restrictions not of general application but specifically related to use of the Site with which
Contractor must comply in performing the Work. City will be responsible for obtaining any
necessary easements for permanent structures or permanent changes in existing facilities.
1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or
easements. Any outstanding right-of-way and/or easements are anticipated to be acquired
in accordance with the schedule set forth in the Supplementary Conditions. The Project
Schedule submitted by the Contractor in accordance with the Contract Documents must
consider any outstanding right-of-way, and/or easements.
2. Unless otherwise specified in the Contract Documents, the City has or anticipates moving
and/or relocating utilities, and obstructions to the Site. Any outstanding movement or
relocation of utilities or obstructions is anticipated in accordance with the schedule set
forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor
in accordance with the Contract Documents must consider any outstanding utilities or
obstructions to be moved and/or relocated by others.
B. Upon reasonable written request of Contractor, City shall furnish Contractor with a current
statement of record legal title and legal description of the lands upon which the Work is to be
performed.
C. Contractor shall provide for any additional lands and access thereto not included in the Site
that may be required for construction facilities or storage of materials and equipment. The cost
of such shall be part of the Contract Price.
5.02 Use of Site and Other Areas
A. Limitation on Use of Site and Other Areas
1. Contractor shall confine construction equipment, temporary construction facilities, the
storage of materials and equipment, worker car parking and the operations of workers to
the Site, to adjacent areas that Contractor has arranged to use through construction
easements or otherwise, and to other adjacent areas permitted by Laws and Regulations,
and shall not unreasonably encumber the Site and such other adjacent areas with worker
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car parking, construction equipment or other materials or equipment. Contractor shall
assume full responsibility for (a) damage to the Site; (b) damage to any such other
adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or
areas, or to improvements, structures, utilities, or similar facilities located at such
adjacent lands or areas; and (d) for injuries, including death, and damage to or losses of
property sustained by the owners or occupants of any such land or areas; provided that
such damage, losses, injuries or deaths arose out of or result from the performance of the
Work or arose out of or resulted from any other actions or conduct of the Contractor or
those for whom Contractor is responsible.
2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or
is carrying on operations in a portion of a street, right-of-way, or easement greater than
is necessary for proper execution of the Work, the City may require the Contractor to
reduce the area impacted to only that necessary for proper execution of the Work and/or
to finish the section on which operations are in progress before work is commenced on
any additional area of the Site.
3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment
and supply storage buildings, or any other item that may be transported by flood flows,
shall not be stored within existing federal floodways during the course of the Work.
4. Should any Damage Claim be made by any such owner or occupant adversely impacted
because of the performance of the Work, Contractor shall promptly attempt to resolve the
Damage Claim.
5. PURSUANT TO PARAGRAPH 7.21, CONTRACTOR SHALL INDEMNIFY AND
HOLD HARMLESS CITY AND ITS OFFICERS, ELECTED AND APPOINTED
OFFICIALS, AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, COSTS,
LOSSES, AND DAMAGES ARISING OUT OF OR RELATING TO ANY CLAIM OR
ACTION, LEGAL OR EQUITABLE, BROUGHT BY ANY SUCH ADVERSELY
IMPACTED OWNER OR OCCUPANT AGAINST CITY.
B. Removal of Debris During Performance of the Work: During the progress of the Work the
Contractor shall keep the Site and other adjacent areas free from accumulations of waste
materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish,
and other debris will conform to applicable Laws and Regulations.
C. Site Maintenance Cleaning: If 24 hours after written notice is given to the Contractor that the
clean-up at the Site is insufficient or occurring in a manner unsatisfactory to the City, the
Contractor fails to correct the unsatisfactory condition and/or procedures, the City may take
such direct action as the City deems appropriate to correct the clean-up deficiencies cited to
the Contractor in the written notice, and the costs of such direct corrective action, plus 25 %
of such costs, shall be deducted from the monies due or to become due to the Contractor under
the Contract.
D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site
and the Work and make it ready for utilization by City and any adjacent property owners, if
applicable. At the completion of the Work, Contractor shall remove from the Site and adjacent
areas all tools, appliances, construction equipment and machinery, surplus materials, waste
materials, rubbish and other debris and shall restore to original condition or better all areas
impacted or disturbed by the Work.
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E. Loading of Structures: Contractor shall not load nor permit any part of any structure to be
loaded in any manner that will endanger the structure, nor shall Contractor subject any part of
the Work or adjacent structures or land to stresses or pressures that will endanger them.
5.03 Underground Facilities
A. Shown or Indicated: The information and data shown or indicated in the Contract Documents
with respect to Underground Facilities at or contiguous to the Site is based on information and
data furnished to City or Engineer by the owners of such Underground Facilities, including
City, or by others, unless it is otherwise expressly provided in the Supplementary Conditions::
1. City and Engineer shall not be responsible for the accuracy or completeness of any such
information or data provided by others; and
2. the cost of all of the following are included in the Contract Price, and Contractor shall
have full responsibility for:
a. reviewing and checking all information and data;
b. verifying the actual location of those Underground Facilities shown or indicated in
the Contract Documents as being within the area affected by the Work, by exposing
such Underground Facilities during the course of construction;
c. coordination and adjustment of the Work with the owners (including City) of such
Underground Facilities, during construction; and
d. the safety and protection of all existing Underground Facilities at the Site, and
repairing any damage thereto resulting from the Work.
B. Not Shown or Indicated:
1. If an Underground Facility that is uncovered or revealed at the Site was not shown or
indicated on the Drawings or otherwise indicated in the Contract Documents, or was not
shown or indicated on the Drawings or in the Contract Documents with reasonable
accuracy, then Contractor shall, promptly after becoming aware thereof and before
further disturbing conditions affected thereby or performing any Work in connection
therewith (except in an emergency as required by Paragraph 7.17), identify the owner of
such Underground Facility and give notice to that owner and to City. Contractor shall be
responsible for the safety and protection of such discovered Underground Facility.
2. If City concludes that a change in the Contract Documents is required, a Change Order
may be issued to reflect and document such consequences, subject to the provisions of
Article 11.
3. Verification of existing utilities, structures, and service lines shall include notification of
all utility companies a minimum of 48 hours in advance of construction including
exploratory excavation if necessary.
ARTICLE 6 – BONDS AND INSURANCE
6.01 Licensed Sureties and Insurers
A. All bonds and insurance required by the Contract Documents to be purchased and maintained
by Contractor shall be obtained from surety or insurance companies that are duly licensed or
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authorized in the State of Texas to issue bonds or insurance policies for the limits and
coverages required. Such surety and insurance companies shall also meet such additional
requirements and qualifications as may be provided in the Supplementary Conditions.
6.02 Performance, Payment, and Maintenance Bonds
A. Contractor shall furnish a performance bond and a payment bond, in accordance with the
provisions of the Texas Government Code Chapter 2253 or successor statute and as required
by the City, each in an amount at least equal to the Contract Price, as security for the faithful
performance and payment of all of Contractor’s obligations under the Contract. The
performance and payment bonds must be provided by the Contractor to the City prior to the
Contractor beginning any Work.
B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as
security to protect the City against any defects in any portion of the Work described in the
Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date
of Substantial Completion. The maintenance bond(s) shall be provided as directed by the City
as part of the close-out of the Contract and shall be provided prior to the final payment being
made.
C. All bonds shall be in the form prescribed by the Contract Documents, except as provided
otherwise by Laws and Regulations, and must be issued and signed by a surety named in
“Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and
as Acceptable Reinsuring Companies” as published in Department Circular 570 (as amended
and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A
bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that
individual’s authority to bind the surety. The evidence of authority must show that it is
effective on the date the agent or attorney-in-fact signed the accompanying bond.
D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or
the surety ceases to meet the requirements above, or its right to do business is terminated in
the State of Texas, then Contractor shall promptly notify City in writing and shall, within 30
days after the event giving rise to such notification, provide another bond and surety, both of
which must comply with the bond and surety requirements above.
E. If Contractor has failed to obtain a required bond, City may refuse to allow the Contractor to
begin Work, exclude the Contractor from the Site and exercise City’s termination rights under
Article 15.
F. Upon request to Contractor from any Subcontractor, Supplier, or other person or entity
claiming to have furnished labor, services, materials, or equipment used in the performance of
the Work, Contractor shall provide a copy of the payment bond to such person or entity.
6.03 Certificates of Insurance
A. Contractor shall deliver to City, with copies to each additional insured and loss payee
identified in the Supplementary Conditions, certificates of insurance and endorsements (and
other evidence of insurance requested by City or any other additional insured) establishing
that Contractor has obtained and is maintaining the policies and coverages required by these
General Conditions and the Supplementary Conditions prior to beginning any Work.
1. The certificate of insurance shall document the City, and all identified entities named in
the Supplementary Conditions as “additional insureds” on all liability policies.
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2. The Contractor’s general liability insurance shall include a “per project” or “per location”
endorsement, that shall be identified in the certificate of insurance provided to the City.
3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the
insured, be complete in its entirety, and show complete insurance carrier names as listed
in the current A.M. Best Property & Casualty Guide.
4. The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. Except for workers’ compensation, all insurers must have a minimum rating
of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent
financial strength and solvency to the satisfaction City. If the rating is below that
required, written approval of City is required.
5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in
favor of the City.
6. Failure of the City to demand such certificates or other evidence of full compliance with
the insurance requirements or failure of the City to identify a deficiency from evidence
that is provided shall not be construed as a waiver of Contractor’s obligation to maintain
such lines of insurance coverage or to provide such certificates or other evidence of full
compliance with the insurance requirements.
7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall follow form of
the primary coverage.
8. Unless otherwise stated, all required insurance shall be written on the “occurrence basis”.
If City agrees in writing that coverage is underwritten/may be written on a claims-made
basis, the retroactive date shall be coincident with or prior to the date of the effective date
of the Agreement and the certificate of insurance shall state that the coverage is claims-
made and the retroactive date. The insurance coverage shall be maintained for the
duration of the Contract and for three (3) years following Final Acceptance or for the
warranty period provided for under the Contract Documents or for the warranty period,
whichever is longer. An annual certificate of insurance submitted to the City shall
evidence such insurance coverage.
9. Policies shall have no exclusions by endorsements that either nullify or amend the
required lines of coverage, nor or decrease the limits of said coverage unless such
endorsements are approved in writing by the City. In the event a Notice of an Award has
been issued or the Agreement executed, and the policy exclusions are determined to be
unacceptable or the City desires that the Contractor obtain additional insurance coverage
the contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%.
10. For any proposed self-insured retention (SIR),) in excess of $25,000.00, affecting
insurance coverage, Contractor must obtain the written approval of the City in regard to
asset value and stockholders' equity. In lieu of traditional insurance, proposed alternative
coverage maintained through insurance pools or, risk retention groups, or self-funding
will also require the written approval of the City.
11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on
a first-dollar basis must be acceptable to and approved in writing by the City.
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12. City, at its sole discretion, reserves the right to review the insurance requirements and to
make reasonable adjustments to insurance coverages and limits when deemed necessary
and prudent by the City based upon the scope of the Work, changes in statutory law, court
decision or the claims history of the industry as well as of the contracting party to the
City. The City will provide prior notice of 90 days and the insurance adjustments shall
be incorporated into the Work by Change Order.
13. City shall be entitled, upon written request to Contractor and without expense to City, to
receive copies of policies and endorsements thereto and. City may make any reasonable
requests for deletion or revision or modifications of particular policy terms, conditions,
limitations, or exclusions necessary to conform the policy and endorsements to the
requirements of the Contract. Deletions, revisions, or modifications shall not be required
where policy provisions are established by law or regulations binding upon either party
or the underwriter on any such policies.
14. City shall not be responsible for the direct payment of insurance premium costs for
Contractor’s insurance.
6.04 Contractor’s Insurance
A. Workers Compensation and Employers’ Liability: Contractor shall purchase and maintain
such insurance coverage with limits consistent with statutory benefits outlined in the Texas
Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits
for Employers’ Liability as is appropriate for the Work being performed and as will provide
protection from claims set forth below which may arise out of or result from Contractor’s
performance of the Work and Contractor’s other obligations under the Contract Documents,
whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone
directly or indirectly employed by any of them to perform any of the Work, or by anyone for
whose acts any of them may be liable:
1. claims under workers’ compensation, disability benefits, and other similar employee
benefit acts;
2. claims for damages because of bodily injury, occupational sickness or disease, or death
of employees.
B. Commercial General Liability. Coverage shall include but not be limited to covering liability
(bodily injury, including death, or property damage) arising from: premises/operations,
independent contractors, products/completed operations, personal injury including death,
liability under an insured contract, and explosion/collapse/underground (where those
exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive
as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary
insurance with respect to any other insurance or self-insurance programs afforded to the City.
The Commercial General Liability policy shall have no exclusions by endorsements that
would alter or nullify premises/operations, products/completed operations, contractual,
personal injury, or advertising injury, that are normally contained with the policy, unless the
City approves such exclusions in writing.
For construction projects that present a substantial completed operation exposure, the City
may require the Contractor to maintain completed operations coverage for a minimum of no
less than three (3) years following the completion of the project (if identified in the
Supplementary Conditions)).
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C. Automobile Liability. A commercial business auto policy shall provide coverage on “any
auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for
damages because of bodily injury or death of any person and/or property damage arising out
of or related to the work, maintenance or use of any motor vehicle by the Contractor, any
Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to
perform any of the Work, or by anyone for whose acts any of them may be liable.
D. Railroad Protective Liability. If any of the Work or any warranty work is within the limits of
railroad right-of-way, the Contractor shall comply with the requirements identified in the
Supplementary Conditions.
E. Notification of Policy Cancellation: Contractor shall immediately notify City upon
cancellation or other loss of insurance coverage. Contractor shall stop Work until replacement
insurance has been procured. There shall be no time credit for delays or days not worked
pursuant to this section.
6.05 Acceptance of Bonds and Insurance; Option to Replace
A. If City has any objection to the coverage afforded by or other provisions of the bonds or
insurance required to be purchased and maintained by the Contractor in accordance with
Article 6 or the Supplementary Conditions on the basis of non-conformance with the Contract
Documents, the City shall so notify the Contractor in writing within 10 Business Days after
receipt of the certificates (or other evidence requested). Contractor shall provide to the City
such additional information in respect of insurance provided as the City may reasonably
request. If Contractor does not purchase or maintain all of the bonds and insurance required
by the Contract Documents, the City shall notify the Contractor in writing of such failure prior
to the start of the Work, or of such failure to maintain prior to any change in the required
coverage. Such failure to provide bonds or insurance as required by the Contract Documents
is a breach of the terms of the Contract and the City may terminate the Contractor in
accordance with the provisions of the Contract Documents.
ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES
7.01 Contractor’s Means and Methods of Construction
A. Contractor shall be solely responsible for the means, methods, techniques, sequences, and
procedures of construction.
B. If the Contract Documents note, or Contractor determines, that professional engineering or
other design services are needed to carry out Contractor’s responsibilities for construction
means, methods, techniques, sequences, and procedures, or for Site safety, then Contractor
shall cause such services to be provided by a properly licensed design professional, at
Contractor’s expense. Such services are not City-delegated professional design services under
this Contract, and neither City nor Engineer has any responsibility with respect to (1)
Contractor’s determination of the need for such services, (2) the qualifications or licensing of
the design professionals retained or employed by Contractor, (3) the performance of such
services, or (4) any errors, omissions, or defects in such services.
7.02 Supervision and Superintendence
A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and expertise as may be necessary to perform
the Work in accordance with the Contract Documents.
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B. At all times during the progress of the Work, Contractor shall identify and assign a competent
superintendent, who is proficient in English, and who shall not be replaced without written
notice to City of the name of the replacement superintendent. If at any time the superintendent
is not satisfactory to the City, Contractor shall, if requested by City, replace the superintendent
with another satisfactory to City.
C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of
construction.
7.03 Labor; Working Hours
A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the
Work and perform construction as required by the Contract Documents. Contractor shall at all
times maintain good discipline and order at the Site.
B. Contractor shall be fully responsible to City for all acts and omissions of Contractor’s
employees; of Suppliers and Subcontractors, and their employees; and of any other individuals
or entities performing or furnishing any of the Work, just as Contractor is responsible for
Contractor’s own acts and omissions.
C. Except as otherwise required for the safety or protection of persons or the Work or property
at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all
Work at the Site shall be performed during regular working hours on Business Days.
Contractor will not permit the performance of Work outside of regular working hours on
Business Days without City’s prior written consent (which will not be unreasonably
withheld)). Contractor’s written request (by letter or electronic communication) for City’s
written consent must be made as follows:
1. for Work beyond regular working hours on Business Days, request must be made by
noon at least two (2) Business Days prior;
2. for Work during Weekend Working Hours, request must be made by noon of the
preceding Wednesday; and
3. for Work on state or federal holidays observed by the City, request must be made
sufficiently in advance of the holiday, to satisfy requirements for City Council approval.
7.04 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume
full responsibility for all services, materials, equipment, labor, transportation, construction
equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary
facilities, temporary facilities, and all other facilities and incidentals necessary for the
performance, Contractor required testing, start up, and completion of the Work, whether or
not such items are specifically called for in the Contract Documents.
B. All materials and equipment incorporated into the Work shall be as specified or, if not
specified, shall be of sufficient quality to complete the Work, and must be new and of good
quality, except as otherwise provided in the Contract Documents. All special warranties and
guarantees required by the Specifications shall expressly run to the benefit of City. If required
by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as
to the source, kind, and quality of materials and equipment.
C. All materials and equipment to be incorporated into the Work shall be stored, applied,
installed, connected, erected, protected, used, cleaned, and conditioned in accordance with
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instructions of the applicable Supplier, except as otherwise may be provided in the Contract
Documents.
D. All items of standard equipment to be incorporated into the Work shall be the latest model at
the time of bid, unless otherwise specified.
7.05 Project Schedule
A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.06
and the General Requirements as it may be adjusted from time to time as provided below.
1. Contractor shall submit to the City for acceptance (to the extent indicated in Paragraph
2.06 and the General Requirements) proposed adjustments in the Project Schedule that
will not result in changing the Contract Time. Such adjustments must comply with any
provisions of the General Requirements applicable thereto.
2. Contractor shall submit to City a monthly Project Schedule with a monthly progress
payment request for the duration of the Contract in accordance with the Construction
Progress Schedule, General Requirements 01 32 16.
3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be
submitted in accordance with the requirements of Article 11. Adjustments in Contract
Time may only be made by a Change Order.
7.06 “Or Equals”
A. Contractor’s Request; Governing Criteria: Whenever an item of equipment or material is
specified or described in the Contract Documents by using the names of one or more
proprietary items or specific Suppliers, the Contract Price has been based upon Contractor
furnishing such item as specified. The specification or description of such an item is intended
to establish the type, function, appearance, and quality required. Unless the specification or
description contains or is followed by words reading that no like, equivalent, or “or equal”
item is permitted, Contractor may request that City permit the use of other items of equipment
or material, or items from other proposed Suppliers, under the circumstances described below.
1. If City in its sole discretion determines that an item of equipment or material proposed
by Contractor is functionally equal to that named and sufficiently similar so that no
change in related Work will be required, it may be considered by City as an “or equal”
item. For the purposes of this Paragraph, a proposed item of equipment or material will
be considered functionally equal to an item so named if:
a. the City determines that:
1) it is at least equal in materials of construction, quality, durability, appearance,
strength, and design characteristics;
2) it will reliably perform at least equally well the function and achieve the results
imposed by the design concept of the completed Project as a functioning whole;
3) it has a proven record of performance and availability of responsive service;
and
4) it is not objectionable to City.
b. Contractor certifies that, if the proposed item is approved and incorporated into the
Work:
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1) there will be no increase in cost to the City or increase in Contract Time; and
2) the item will conform substantially to the detailed requirements of the item
named in the Contract Documents.
B. Contractor’s Expense: Contractor shall provide all data in support of any proposed “or equal”
item at Contractor’s expense.
C. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each
“or-equal” request. City may require Contractor to furnish additional data about the proposed
“or-equal” item. City will be the sole judge of acceptability. No “or-equal” item will be
ordered, furnished, installed, or utilized until City’s review is complete and City determines
that the proposed item is an “or-equal.” City.” City will advise Contractor in writing of its
determination.
D. Effect of City’s Determination: Neither approval nor denial of an “or-equal” request will result
in any change in Contract Price. The City’s denial of an “or-equal” request will be final and
binding, and may not be reversed through an appeal under any provision of the Contract.
E. Treatment as a Substitution Request: If City determines that an item of equipment or material
proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that
City consider the item a proposed substitution pursuant to Paragraph 7.07.
7.07 Substitutions
A. Contractor’s Request; Governing Criteria: Unless the specification or description of an item
of equipment or material required to be furnished under the Contract Documents contains or
is followed by words reading that no substitution is permitted, Contractor may request that
City permit the use of other items of equipment or material under the circumstances described
below. To the extent possible such requests must be made before commencement of related
Work at the Site.
1. Contractor shall submit sufficient information as provided below to allow City to
determine if the item of material or equipment proposed is functionally equivalent to that
named and an acceptable substitution therefor. City will not accept requests for review of
proposed substitute items of equipment or material from anyone other than Contractor.
2. The requirements for review by City will be as set forth in Paragraph 7.07.B, as
supplemented by the Specifications, and as City may decide is appropriate under the
circumstances.
3. Contractor shall make written application to City for review of a proposed substitute item
of equipment or material that Contractor seeks to furnish or use. The application shall
comply with Section 01 25 00 and:
a. will certify that the proposed substitute item will:
1) perform adequately the functions and achieve the results called for by the
general design;
2) be substantially similar in substance to the item specified; and
3) be well-suited to the same use as the item specified.
b. will state:
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1) the extent, if any, to which the use of the proposed substitute item will adversely
impact Contractor’s achievement of Final Acceptance on or before the Contract
Time;
2) whether use of the proposed substitute item in the Work will require a change
in any of the Contract Documents (or in the provisions of any other direct
contract with City for other work on the Project) to adapt the design to the
proposed substitute item; and
3) whether incorporation or use of the proposed substitute item in connection with
the Work is subject to payment of any license fee or royalty.
c. will identify:
1) all variations of the proposed substitute item from the item specified; and
2) available engineering, sales, maintenance, repair, and replacement services.
d. will contain an itemized estimate of all costs or credits that will result directly or
indirectly from use of such substitute item, including but not limited to changes in
Contract Price, shared savings, costs of redesign, and Damage Claims of other
contractors affected by any resulting change.
B. City’s Evaluation and Determination: City will be allowed a reasonable time to evaluate each
substitution request. City may require Contractor to furnish additional data about the proposed
substitute item. City will be the sole judge of acceptability. No substitute will be ordered,
furnished, installed, or utilized until City’s review is complete and City determines that the
proposed item is an acceptable substitution. City’s approval determination will be evidenced
by a Change Order accounting for the substitution itself and all related impacts, including
changes in Contract Price or Contract Time. City will advise Contractor in writing of any
denial determination.
C. Special Guarantee: City may require Contractor to furnish at Contractor’s expense a special
performance guarantee or other surety with respect to any substitution. Contractor shall
indemnify and hold harmless City and its officers, elected and appointed officials,
employees, agents, consultants and subcontractors and anyone directly or indirectly
employed by them from and against any and all claims, damages, losses and expenses
(including attorney’s fees) arising out of or related to the use of substituted materials or
equipment.
D. Reimbursement of City’s Cost: City will record City’s costs in evaluating a substitution
proposed or submitted by Contractor. Whether or not City approves a substitute so proposed
or submitted by Contractor, Contractor shall reimburse City for evaluating each such proposed
substitute. Contractor shall also reimburse City for the charges for making changes in the
Contract Documents (or in the provisions of any other direct contract with City) resulting from
the acceptance of each proposed substitute.
E. Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute
at Contractor’s expense.
F. City Substitution Reimbursement: Cost savings attributable to acceptance of a substitution
shall be paid to City by Contractor by an appropriate Change Order decreasing the Contract
Price.
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G. Effect of City’s Determination: If City approves the substitution request, Contractor shall
execute the proposed Change Order and proceed with the substitution. The City’s denial of a
substitution request will be final and binding, and may not be reversed through an appeal under
any provision of the Contract. Contractor may challenge the scope of reimbursement costs
imposed under Paragraph 7.07.D, by timely submittal of a Change Order.
7.08 Concerning Subcontractors and Suppliers
A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work.
Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether
initially or as a replacement, against whom City may have reasonable objection. Contractor
shall not be required to employ any Subcontractor, Supplier, or other individual or entity to
furnish or perform any of the Work against whom Contractor has reasonable objection, except
as provided in Paragraph 7.08.B. The Contractor’s retention of a Subcontractor or Supplier for
the performance of parts of the Work will not relieve Contractor’s obligation to City to perform
and complete the Work in accordance with the Contract.
B. The City may require the use of specific Subcontractors, Suppliers, or other individuals or
entities for the performance of designated parts of the Work, and will provide such
requirements in the Supplementary Conditions.
C. Contractor shall provide to City as part of the Bid, the identity of all proposed Subcontractors
and Suppliers. Such proposed Subcontractor or Supplier shall be deemed acceptable to City
unless City raises a substantive, reasonable objection prior to execution of the Agreement.
D. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors,
Suppliers, and other individuals or entities performing or furnishing any of the Work under a
direct or indirect contract with Contractor just as Contractor is responsible for Contractor’s
own acts and omissions. Nothing in the Contract:
1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or
entity any contractual relationship between City and any such Subcontractor, Supplier or
other individual or entity; nor
2. shall create any obligation on the part of City to pay or to see to the payment of any
moneys due any such Subcontractor, Supplier, or other individual or entity except as may
otherwise be required by Laws and Regulations.
E. No acceptance by City of any such Subcontractor or Supplier, whether initially or as a
replacement, will constitute a waiver of the right of City to the completion of the Work in
accordance with the Contract Documents, Contract Price and Contract Time.
F. Contractor shall be solely responsible for scheduling and coordinating the tasks of
Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of
the Work under a direct or indirect contract with Contractor.
G. All Work performed for Contractor by a Subcontractor or Supplier must be pursuant to an
appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the
applicable terms and conditions of the Contract for the benefit of City. Contractor must comply
with all applicable federal, state, and local laws, statutes, ordinances or regulations, including
but not limited to immigration laws, workers compensation laws and wage laws, in the hiring
of any Subcontractor or Supplier and shall ensure that each Subcontractor or Supplier has the
same obligations.
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H. Contractor shall restrict all Subcontractors and Suppliers from communicating with City,
except through Contractor or in case of an emergency, or as otherwise expressly allowed in
this Contract.
7.09 Wage Rates
A. Duty to pay Prevailing Wage Rates: The Contractor shall comply with all requirements of
Chapter 2258, Texas Government Code (as amended), including the payment of not less than
the rates determined by the City Council of the City of Denton to be the prevailing wage rates
in accordance with Chapter 2258. The then current prevailing wage rates at the time of
execution of the Agreement are included in these Contract Documents.
B. Penalty for Violation: A Contractor or any Subcontractor who does not pay the prevailing
wage shall, upon demand made by the City, pay to the City $60 for each worker employed for
each calendar day or part of the day that the worker is paid less than the prevailing wage rates
stipulated in these contract documents. This penalty shall be retained by the City to offset its
administrative costs, pursuant to Texas Government Code Section 2258.023.
C. Complaints of Violations and City Determination of Good Cause: On receipt of information,
including a complaint by a worker, concerning an alleged violation of Section 2258.023, Texas
Government Code, by a Contractor or Subcontractor, the City shall make an initial
determination, before the 31st day after the date the City receives the information, as to
whether good cause exists to believe that the violation occurred. The City shall notify in
writing the Contractor or Subcontractor and any affected worker of its initial determination.
Upon the City’s determination that there is good cause to believe the Contractor or
Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the
claimant or claimants as the difference between wages paid and wages due under the
prevailing wage rates, such amounts being retained from successive progress payments
pending a final determination of the violation.
D. Arbitration Required if Violation Not Resolved: An issue relating to an alleged violation of
Section 2258.023, Texas Government Code, including a penalty owed to the City or an
affected worker, shall be submitted to binding arbitration in accordance with the Texas
General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or
Subcontractor and any affected worker does not resolve the issue by agreement before the 15th
day after the date the City makes its initial determination pursuant to Paragraph 7.09.C. If the
persons required to arbitrate under this section do not agree on an arbitrator before the 11th
day after the date that arbitration is required, a district court shall appoint an arbitrator on the
petition of any of the persons. The City is not a party in the arbitration. The decision and
award of the arbitrator is final and binding on all parties and may be enforced in any court of
competent jurisdiction.
E. Records to be Maintained: The Contractor and each Subcontractor shall, for a period of three
(3) years following the date of Final Acceptance, maintain records that show (i) the name and
occupation of each worker employed by the Contractor in the construction of the Work
provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The
records shall be available in Denton County, Texas at all reasonable hours for inspection by
the City. The provisions of Paragraph 7.23, Right to Audit, shall pertain to this inspection.
F. Progress Payments: With each progress payment request or payroll period, whichever is less,
the Contractor shall submit an affidavit stating that the Contractor has complied with the
requirements of Chapter 2258, Texas Government Code.
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G. Posting of Wage Rates: The Contractor shall post prevailing wage rates in a conspicuous place
at the Site at all times.
H. Subcontractor Compliance: The Contractor shall include in its subcontracts and/or shall
otherwise require all of its Subcontractors to comply with Paragraphs 7.09.A through 7.09.G.
7.10 Patent Fees and Royalties
A. Contractor shall pay all patent or license fees and royalties and pay all costs incident to the use
in the performance of the Work or the incorporation in the Work of any invention, design,
process, product, or device which is the subject of patent rights or copyrights held by others.
If an invention, design, process, product, or device is specified in the Contract Documents for
use in the performance of the Work and if, to the actual knowledge of City, its use is subject
to patent rights or copyrights calling for the payment of any patent or license fee or royalty to
others, the existence of such rights will be disclosed in the Contract Documents. Failure of the
City to disclose such information does not relieve the Contractor from its obligations to pay
said fees or, royalties or costs to others.
B. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS,
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS CITY, AND ITS
OFFICERS, ELECTED AND APPOINTED OFFICIALS, DIRECTORS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS AND SUBCONTRACTORS OF
EACH AND ANY OF THEM, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES,
AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES
OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND
ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS)
ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTS
OR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORK
OR RESULTING FROM THE INCORPORATION IN THE WORK OF ANY
INVENTION, DESIGN, PROCESS, PRODUCT, OR DEVICE.
7.11 Permits and Utilities
A. Contractor obtained permits and licenses. Unless otherwise expressly provided in the Contract
Documents, Contractor shall obtain and pay for all construction permits and licenses. City
shall provide reasonable assistance to Contractor, if necessary, in obtaining such permits and
licenses. Contractor shall pay all governmental charges and inspection fees necessary for the
prosecution of the Work applicable at the time the Notice of Award is issued, except for
permits provided by the City as specified in Paragraph 7.11.B. City shall pay the charges of
utility service providers for connections for providing permanent service to the Work.
B. City obtained permits and licenses. City will obtain and pay for those permits and licenses
identified as City’s responsibility in the Supplementary Conditions or Contract Documents. It
will be the Contractor’s responsibility to comply with and carry out the provisions of the
permit. If the Contractor initiates changes to the Contract and the City approves the changes,
the Contractor is responsible for obtaining clearances and coordinating with the appropriate
regulatory agency. relating to the changes. The City will not reimburse the Contractor for any
cost associated with the requirements of any City acquired permit. The following are permits
the City will obtain if required:
1. Texas Department of Transportation Permits
2. U.S. Army Corps of Engineers Permits
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3. Texas Commission on Environmental Quality Permits
4. Railroad Company Permits
5. Texas Department of Licensing and Regulation (TDLR) Permits
C. Outstanding permits and licenses. Any outstanding permits and licenses are anticipated to be
acquired in accordance with the schedule set forth in the Supplementary Conditions. The
Project Schedule submitted by the Contractor in accordance with the Contract Documents
must consider any outstanding permits and licenses.
7.12 Taxes
A. On issuance of a Notice of Award by the City, an organization which qualifying for exemption
pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent
or lease all materials, supplies and equipment used or consumed in the performance of this
contract by issuing to its Supplier an exemption certificate in lieu of the tax, said exemption
certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code,
Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall
be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code,
Subchapter H.
B. Texas tax permits and information may be obtained from:
1. Comptroller of Public Accounts
Sales Tax Division
Capitol Station
Austin, TX 78711; or
2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html
7.13 Laws and Regulations
A. Contractor shall give all notices required by and shall comply with all Laws and Regulations
applicable to the performance of the Work. Except where otherwise expressly required by
applicable Laws and Regulations, City shall not be responsible for monitoring Contractor’s
compliance with any Laws and Regulations.
B. If Contractor performs any Work or takes any other action knowing or having reason to know
that it is contrary to Laws and Regulations, Contractor shall be liable for all resulting claims,
costs losses, and damages, and shall indemnify and hold harmless City, and its officers, elected
and appointed officials, directors, members, partners, employees, agents, consultants, and
subcontractors of each and any of them, from and against all claims, costs, losses, and damages
(including but not limited to all fees and charges of engineers, architects, attorneys, and other
professionals and all court or arbitration or other dispute resolution costs) arising out of or
relating to such Work or other action.
C. Changes in Laws and Regulations not known at the time of the City’s issuance of a Notice of
Award having an effect on the cost or time of performance of the Work may be the subject of
an adjustment in Contract Price or Contract Time.
7.14 Record Documents
A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings,
Specifications, Addenda, Change Orders, Field Orders, written interpretations and
clarifications, and approved Shop Drawings. Contractor shall keep such record documents in
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good order and annotate them to show changes made during construction. Contractor shall
include accurate locations for buried and imbedded items. These record documents, together
with all approved Samples, will be available to City for reference. Upon completion of the
Work, Contractor shall deliver these record documents to City prior to Final Inspection.
7.15 Safety and Protection
A. As between City and Contractor, Contractor shall be responsible for the safety of persons and
property in the performance of the Work, for initiating, maintaining, and supervising all safety
precautions and programs in connection with the Work and for compliance with applicable
safety Laws and Regulations.
B. Contractor shall designate a qualified and experienced safety representative whose duties and
responsibilities are the prevention of Work-related accidents and the maintenance and
supervision of safety precautions and programs. Contractor shall inform the City in writing of
Contractor’s designated safety representative at the Site.
C. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary
protection to prevent damage, injury, or loss to:
1. all persons on the Site or who may be affected by the Work;
2. all the Work and materials and equipment to be incorporated therein, whether in storage
on or off the Site; and
3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures, other work in progress, utilities, and Underground
Facilities not designated for removal, relocation, or replacement in the course of
construction.
D. All damage, injury, or loss to any property referred to in Paragraph 7.1515.C.2 or 7.1515.C.3
caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier,
or any other individual or entity directly or indirectly employed by any of them to perform any
of the Work, or anyone for whose acts any of them may be liable, shall be the responsibility
of and remedied by Contractor at its expense.
E. Contractor shall comply with all applicable Laws and Regulations relating to the safety of
persons or property, or to the protection of persons or property from damage, injury, or loss;
and shall implement, erect and maintain all necessary safeguards for such safety and
protection.
F. Contractor shall notify City; the owners of adjacent property; the owners of Underground
Facilities and other utilities (if the identity of such owners is known to Contractor); and other
contractors and utility owners performing work at or adjacent to the Site, in writing, when
Contractor knows that prosecution of the Work may affect them, and shall cooperate with
them in the protection, removal, relocation, and replacement of their property or work in
progress.
G. Contractor shall comply with the applicable requirements of City’s safety programs, if any.
H. Contractor shall inform City in advance in writing of the specific requirements of Contractor’s
safety program with which City’s and Engineer’s employees and representatives must comply
while at the Site.
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I. Contractor’s duties and responsibilities for safety and protection will continue until all the
Work is completed and City has issued a Letter of Final Acceptance.
J. Contractor’s duties and responsibilities for safety and protection will resume whenever
Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction
obligations, or to conduct other tasks arising from the Contract Documents.
7.16 Hazard Communication Programs
A. Contractor shall be responsible for coordinating any exchange of safety data sheets (formerly
known as material safety data sheets) or other hazard communication information required to
be made available to or exchanged between or among employers at the Site in accordance with
Laws and Regulations.
7.17 Emergencies and/or Rectification
A. In the event of threatened or actual emergencies affecting the safety or protection of persons
or the Work or property at the Site or adjacent thereto, Contractor is obligated to
immediately act to prevent damage, injury, or loss. Contractor shall give City prompt written
notice if Contractor believes that any significant changes in the Work or variations from the
Contract Documents have been caused by an emergency or are required as a result of
Contractor’s response to an emergency. If City determines that a change in the Contract
Documents is required because of an emergency or Contractor’s response, a Change Order
may be issued.
B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies,
omissions, or correction necessary to conform with the requirements of the Contract
Documents, the City shall give the Contractor written notice that such work or changes are
to be performed. The written notice shall direct attention to the discrepant condition and
request the Contractor to take remedial action to correct the condition. In the event the
Contractor does not take proper action within 24 hours to fulfill this written request or fails
to show just cause for not taking the proper action, within 24 hours, the City may take such
remedial action with City resources or by contract. The City shall deduct an amount equal to
the entire cost for such remedial action, plus 25% from any funds due or to become due the
Contractor on the Project.
7.18 Submittals
A. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit required
Submittals to City for review and acceptance in accordance with the accepted Schedule of
Submittals (as required by Paragraph 2.03).
1. Contractor shall submit the Submittals in accordance with Section 01 33 00 of the General
Requirements.
2. Data shown on the Submittals must be complete with respect to quantities, dimensions,
specified performance and design criteria, materials, and similar data to demonstrate to
City the services, materials, and equipment Contractor proposes to provide, and to enable
City to review the information for the limited purposes required by Paragraph 7.18.C.
3. Submittals reviewed and accepted by City for conformance with the design concept shall
be executed in conformity with the Contract Documents unless otherwise required by
City.
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4. When Submittals are submitted for the purpose of showing the installation in greater
detail, their review shall not excuse Contractor from requirements shown on the Drawings
and Specifications.
5. For-Information-Only submittals upon which the City is not expected to conduct a review
or take responsive action may be so identified in the Contract Documents.
6. Contractor shall submit the required number of Samples specified in the Specifications.
7. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such
as catalog numbers, the use for which it is intended and other data as City may require to
enable City to review the Submittal for the limited purposes set forth in Paragraph 7.18.C.
B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any
related Work performed prior to City’s review and acceptance of the pertinent submittal will
be at the sole risk, expense and responsibility of Contractor.
C. City’s Review
1. City will provide timely review of Submittals in accordance with the accepted Schedule
of Submittals. City’s review and acceptance will be to determine if the items covered by
the Submittals will, after installation or incorporation in the Work, comply with the
requirements of the Contract Documents, and be compatible with the design concept of
the completed Project as a functioning whole as indicated by the Contract Documents.
2. City’s review and acceptance will not extend to means, methods, techniques, sequences,
or procedures of construction (except where a particular means, method, technique,
sequence or procedure of construction is specifically and expressly called for by the
Contract Documents), or to safety precautions or programs incident thereto.
3. City’s review and acceptance of a separate item as such will not indicate approval of the
assembly in which the item functions.
4. City’s review and acceptance of a Submittal will not relieve Contractor from
responsibility for any variation from the requirements of the Contract Documents unless
Contractor has complied with the requirements of Section 01 33 00 of the General
Requirements, and City has given written acceptance of each such variation by specific
written notation thereof incorporated in or accompanying the Submittal.
5. City’s review and acceptance of a Submittal will not relieve Contractor from
responsibility for complying with the requirements of the Contract Documents.
6. City’s review and acceptance of a Submittal, or of a variation from the requirements of
the Contract Documents, will not, under any circumstances, change the Contract Time or
Contract Price, unless such changes are included in a Change Order.
7. Neither City’s receipt, review, or acceptance of a Submittal will result in such item
becoming a Contract Document.
8. Contractor shall perform the Work in compliance with the requirements and
commitments set forth in accepted Submittals, subject to the provisions of Section 01 33
00 of the General Requirements.
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7.19 Continuing the Work
A. Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project
Schedule during all disputes or disagreements with City. No Work shall be delayed or
postponed pending resolution of any disputes or disagreements, except as City and Contractor
may otherwise agree in writing.
7.20 Contractor’s General Warranty and Guarantee
A. Contractor warrants and guarantees to City that all Work will be in accordance with the
Contract Documents and will not be defective. City and its officers, elected and appointed
officials, directors, members, partners, employees, agents, consultants, and subcontractors
shall be entitled to rely on Contractor’s warranty and guarantee.
B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:
1. abuse, or improper modification, maintenance, or operation, by persons other than
Contractor, Subcontractors, Suppliers, or any other individual or entity for whom
Contractor is responsible; or
2. normal wear and tear under normal usage.
C. Contractor’s obligation to perform and complete the Work in accordance with the Contract
Documents is absolute. None of the following will constitute an acceptance of Work that is
not in accordance with the Contract Documents, a release of Contractor’s obligation to
perform the Work in accordance with the Contract Documents, or a release of Contractor’s
warranty and guarantee under this Paragraph 7.20:
1. Observations by Engineer or City;
2. Recommendation by Engineer or payment by City of any progress or final payment;
3. The issuance of a letter or certificate of Final Acceptance by City or any payment related
thereto by City;
4. Use or occupancy of the Work or any part thereof by City;
5. Any review and acceptance of a Submittal by City;
6. Any inspection, test, or acceptance by others; or
7. Any correction of defective Work by City.
D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to
other work or property resulting therefrom which shall appear within a period of two (2) years
from the date of Substantial Completion of the Work unless a longer period is specified.
Contractor shall furnish a good and sufficient maintenance bond, complying with the
requirements of Paragraph 6.02.B. The City will give notice of observed defects with
reasonable promptness.
7.21 Delegation of Professional Design Services
A. Contractor will not be required to provide professional design services unless such services
are specifically required by the Contract Documents for a portion of the Work or unless such
services are required to carry out Contractor’s responsibilities for construction means,
methods, techniques, sequences and procedures.
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B. If professional design services or certifications by a design professional related to systems,
materials or equipment are specifically required of Contractor by the Contract Documents,
City will specify all performance and design criteria that such services must satisfy. Contractor
shall cause such services or certifications to be provided pursuant to the professional standard
of care by a properly licensed design professional, whose signature and seal must appear on
all drawings, calculations, specifications, certifications, and Submittals prepared by such
design professional. Such design professional must issue all certifications of design required
by Laws and Regulations.
C. If a Submittal related to the requirements indicated in Paragraph 7.22.B is prepared by
Contractor, a Subcontractor, or others for submittal to City, then such Submittal must bear the
written approval of Contractor’s design professional when submitted by Contractor to City.
D. City shall be entitled to rely upon the adequacy, accuracy, and completeness of the services,
certifications, and approvals performed or provided by the design professionals retained or
employed by Contractor under the conditions indicated in Paragraph 7.22.B, subject to the
professional standard of care and the performance and design criteria stated in the Contract
Documents.
E. Pursuant to this Paragraph 7.22, City’s review, acceptance, and other determinations regarding
design drawings, calculations, specifications, certifications, and other Submittals furnished by
Contractor pursuant to the conditions indicated in Paragraph 7.22.B, will be only for the
following limited purposes:
1. Checking for conformance with the requirements of this Paragraph 7.22;
2. Confirming that Contractor (through its design professionals) has used the performance
and design criteria specified in the Contract Documents; and
3. Establishing that the design furnished by Contractor is consistent with the design concept
expressed in the Contract Documents.
7.22 Right to Audit
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and
other evidence pertaining to the Contract during the term of the Contract and for five years
thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records,
documents and other evidence shall be made available, in Denton County, Texas within ten
(10) Business Days of City’s written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents
and other evidence pertaining to the Contract, and to allow the City similar access to those
documents. All books and records will be made available within Denton County,
Texas. Except as otherwise provided herein, the cost of the audit will be borne by the City
unless the audit reveals an overpayment of 1% or greater. If the City is undertaking an audit
or inspection pursuant to Paragraph 7.09 or if an overpayment of 1% or greater occurs, the
City’s reasonable cost of the audit, including any travel costs, must be paid by the Contractor
within five (5) Business Days of receipt of City’s invoice for such costs.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be
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construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
7.23 Nondiscrimination
A. The City is responsible for operating Public Transportation Programs and implementing
transit-related projects, funded in part with Federal financial assistance awarded by the U.S.
Department of Transportation and the Federal Transit Administration (FTA), without
discriminating against any person in the United States on the basis of race, color, or national
origin.
B. Contractor shall comply with the requirements of Title VI, Civil Rights Act of 1964 as amended
and the regulations promulgated thereunder, as may be further defined in the Supplementary
Conditions, for any project receiving Federal assistance.
ARTICLE 8 – OTHER WORK AT THE SITE
8.01 Other Work
A. In addition to and apart from the Work under the Contract Documents, the City may perform
other work at or adjacent to the Site. Such other work may be performed by City’s employees,
or through contracts between the City and third parties. City may also arrange to have third-
party utility owners perform work on their utilities and facilities at or adjacent to the Site.
B. If City performs other work at or adjacent to the Site with City’s employees, or through
contracts for such other work, then City shall give Contractor written notice thereof prior to
starting any such other work, if such other work is not noted in the Contract Documents.
C. Contractor shall afford proper and safe access to the Site to each contractor that performs such
other work, each utility owner performing other work, and City, if City is performing other
work with City’s employees, and provide a reasonable opportunity for the introduction and
storage of materials and equipment and the execution of such other work.
D. Contractor shall do all cutting, fitting, and patching of the Work that may be required to
properly connect or otherwise make its several parts come together and properly integrate with
such other work. Contractor shall not endanger any work of others by cutting, excavating, or
otherwise altering such work; provided, however, that Contractor may cut or alter others' work
with the written consent of City and the others whose work will be affected.
E. If the proper execution or results of any part of Contractor’s Work depends upon work
performed by others, Contractor shall inspect such other work and promptly report to City in
writing any delays, defects, or deficiencies in such other work that render it unavailable or
unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to
so report will constitute an acceptance of such other work as fit and proper for integration with
Contractor’s Work except for latent defects and deficiencies in such other work that could not
have been discovered through a proper inspection.
F. The provisions of this Article 8 are not applicable to work that is performed by third-party
utilities or other third-party entities without a contract with City, or that is performed without
having been arranged by City. If such work occurs, then any related delay, disruption, or
interference incurred by Contractor is governed by the provisions of Paragraph 4.03.D.3.
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8.02 Coordination
A. If City intends to contract with others for the performance of other work at or adjacent to the
Site, to perform other work at or adjacent to the Site with City’s employees, or to arrange to
have utility owners perform work at or adjacent to the Site, the following will be set forth in
the Supplementary Conditions or provided to Contractor prior to the start of any such other
work:
1. The identity of the individual or entity that will have authority and responsibility for
coordination of the activities among the various contractors;
2. An itemization of the specific matters to be covered by such authority and responsibility;
and
3. The extent of such authority and responsibilities.
B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such
coordination.
8.03 Legal Relationships
A. Contractor shall take reasonable and customary measures to avoid damaging, delaying,
disrupting, or interfering with the work of City, any other contractor, or any utility owner
performing other work at or adjacent to the Site.
1. When City is performing other work at or adjacent to the Site with City’s employees,
Contractor shall be liable to City for damage to such other work, and for the reasonable
direct delay, disruption, and interference costs incurred by City as a result of Contractor’s
failure to take reasonable and customary measures with respect to City’s other work.
B. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or
any utility owner performing other work at or adjacent to the Site, through Contractor’s failure
to take reasonable and customary measures to avoid such impacts, or if any Damage Claim
arising out of Contractor’s actions, inactions, or negligence in performance of the Work at or
adjacent to the Site is made by any such other contractor or utility owner against Contractor,
City, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties
through negotiations with such other contractor or utility owner, or otherwise resolve the claim
by arbitration or other dispute resolution proceeding or at law, and (2) indemnify, defend and
hold harmless City and Engineer, and the officers, elected and appointed officials, directors,
members, partners, employees, agents, consultants and subcontractors of each and any of them
from and against any such claims, and against all costs, losses, and damages (including but
not limited to all fees and charges of engineers, architects, attorneys, and other professionals
and all court or arbitration or other dispute resolution costs) arising out of or relating to such
damage, delay, disruption, or interference.
ARTICLE 9 – CITY’S RESPONSIBILITIES
9.01 Communications to Contractor
A. Except as otherwise provided in the Supplementary Conditions, City shall issue all
communications to Contractor.
9.02 Furnish Data
A. City shall promptly furnish the data required of City under the Contract Documents.
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9.03 Pay When Due
A. City shall make payments to Contractor when they are due in accordance with and subject to
the provisions of Article 14.
9.04 Lands and Easements; Reports, Tests, and Drawings
A. City’s duties with respect to providing lands and easements are set forth in Paragraph 5.01.
B. Article 5 refers to City’s identifying and making available to Contractor copies of reports of
explorations and tests of subsurface conditions at the Site, and drawings of physical conditions
relating to existing surface or subsurface structures at or contiguous to the Site that have been
utilized by City in preparing the Contract Documents.
9.05 Change Orders
A. City’s responsibilities with respect to Change Orders are set forth in Article 11.
9.06 Inspections, Tests, and Approvals
A. City’s responsibility with respect to certain inspections, tests, and approvals is set forth in
Paragraph 13.02.DD.
9.07 Limitations on City’s Responsibilities
A. The City shall not supervise, direct, or have control or authority over, nor be responsible for,
Contractor’s means, methods, techniques, sequences, or procedures of construction, or the
safety precautions and programs incident thereto, or for any failure of Contractor to comply
with Laws and Regulations applicable to the performance of the Work. City will not be
responsible for Contractor’s failure to perform the Work in accordance with the Contract
Documents.
9.08 Undisclosed Hazardous Environmental Condition
A. City’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set
forth in Paragraph 5.06.
9.09 Compliance with Safety Program
A. While at the Site, City’s employees and representatives shall comply with the specific
applicable requirements of Contractor’s safety programs of which City has been informed in
advance in writing pursuant to Paragraph 7.15.
ARTICLE 10 – CITY’S OBSERVATION DURING CONSTRUCTION
10.01 City’s Project Manager or Duly Authorized Representative
A. City will provide a Project Manager or duly authorized representative during the construction
period. The duties and responsibilities and the limitations of authority of City’s Project
Manager or duly appointed representative during construction are set forth in the Contract
Documents.
B. City’s Project Manager for these Contract Documents is as set forth in the Supplementary
Conditions. City will establish a duly authorized representative at the Preconstruction Meeting
in accordance with Section 01 31 19 of the General Requirements.
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10.02 Visits to Site
A. City will make visits to the Site at intervals appropriate to the various stages of construction
as City deems necessary in order to observe the progress that has been made and the quality
of the various aspects of Contractor’s executed Work. Based on information obtained during
such visits and observations, City will determine, in general, if the Work is proceeding in
accordance with the Contract Documents. City will not be required to make exhaustive or
continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts
will be directed toward providing City a greater degree of confidence that the completed Work
will conform generally to the Contract Documents.
B. City’s visits and observations are subject to all the limitations on City’s responsibility set forth
in Paragraph 9.07. Particularly, but without limitation, during or as a result of City’s visits or
observations of Contractor’s Work, City will not supervise, direct, control, or have authority
over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures
of construction, or the safety precautions and programs incident thereto, or for any failure of
Contractor to comply with Laws and Regulations applicable to the performance of the Work.
10.03 Determinations for Work Performed
A. As applicable, Contractor will determine the actual quantities and classifications of Work
performed.. City’s Project Manager or duly authorized representative will review with
Contractor the preliminary determinations on such matters before rendering a written
recommendation. City’s written decision will be final (except as modified to reflect changed
factual conditions or more accurate data).
10.04 Decisions on Requirements of Contract Documents and Acceptability of Work
A. City will be the interpreter of the requirements of the Contract Documents and judge the
acceptability of the Work thereunder.
B. City will render a written decision on any issue referred.
C. City’s written decision on the issue referred will be final and binding on the Contractor, subject
to the provisions of Paragraph 11.07.
ARTICLE 11 – CHANGES ININ THE WORK; CLAIMS; EXTRA WORK
11.01 Amending and Supplementing the Contract
A. The Contract may be amended to provide for additions, deletions, and revisions in the Work
or to modify the terms and conditions thereof, including in the Contract Price or Contract
Time, but such amendment will be made by Change Order only.
B. The requirements of the Contract Documents may be supplemented, and minor variations and
deviations in the Work not involving a change in Contract Price or Contract Time, may be
authorized, by one of the following ways:
1. A Field Order; or
2. City’s review of a Submittal (subject to the provisions of Paragraph 7.18.C); or
3. City’s written interpretation or clarification.
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11.02 Execution of Change Orders
A. City and Contractor shall execute appropriate Change Orders covering:
1. Changes in the Contract Price or Contract Time which are agreed to by the parties,
including any undisputed sum or amount of time for Work actually performed..
2. Changes in the Work which are: (a) ordered by City pursuant to Paragraph 11.04,
(b) required because of City’s acceptance of defective Work under Paragraph 13.05 or
City’s correction of defective Work under Paragraph 13.08, or (c) as otherwise agreed to
by the parties.
11.03 Field Orders
A. City may authorize minor variations and deviations in changes in the Work if the changes do
not involve an adjustment in the Contract Price or the Contract Time and are compatible with
the design concept of the completed Project as a functioning whole as indicated by the Contract
Documents. Such changes will be accomplished by a Field Order and will be binding on both
the City and Contractor, which shall perform the Work involved promptly.
11.04 Authorized Changes in the Work – Extra Work
A. Without invalidating the Contract and without notice to any surety, City may, at any time or
from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall
proceed with the Work involved only upon receiving written notice from City. Extra Work
will be performed under the applicable conditions of the Contract Documents (except as
otherwise specifically provided). Extra Work shall be memorialized by a Change Order which
may or may not precede an order of Extra Work.
B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field
Order may be issued by City.
11.05 Unauthorized Changes in the Work
A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the
Contract Time with respect to any work performed that is not required by the Contract
Documents, as amended, modified, or supplemented as allowed herein, except in certain cases
of an emergency as provided in Paragraph 7.17.A.
11.06 Dispute of Extra Work
A. Should a difference arise as to what does or does not constitute Extra Work, or as to the
payment for such Extra Work, and the City requires its performance, the Contractor shall
proceed with the Extra Work after making written request for a Change Order and shall keep
accurate account of the actual reasonable cost thereof. Contract Claims regarding Extra Work
shall be made pursuant to Paragraph 11.07.
B. The Contractor shall furnish the City such records of all deviations from the original Contract
Documents as may be necessary to enable the City to prepare for permanent record a corrected
set of plans showing the actual work performed.
C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order
shall be the full, complete and final payment for all charges, fees and costs Contractor incurs
as a result of or relating to the Extra Work, whether said charges, fees or costs are known,
unknown, foreseen or unforeseen at that time, including without limitation, any charges, fees
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or costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or
unchanged work as a result of the Extra Work.
11.07 Contract Claims Process
A. City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph
14.08, shall be referred to the City for decision. A decision by City shall be required as a
condition precedent to any exercise by Contractor of any rights or remedies he may otherwise
have under the Contract Documents or by Laws and Regulations in respect of such Contract
Claims.
B. Notice:
1. Written notice stating the general nature of each Contract Claim shall be delivered by the
Contractor to City no later than 15 days after the start of the event giving rise thereto. The
responsibility to substantiate a Contract Claim shall rest with the party making the
Contract Claim.
2. Notice of the amount or extent of the Contract Claim, with supporting data shall be
delivered to the City no later than 45 days after the start of the event giving rise thereto
(unless the City notifies Contractor in writing that City will allow additional time for
Contractor to submit additional or more accurate data in support of such Contract Claim).
3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance
with the provisions of Paragraph 11.08.
4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance
with the provisions of Paragraph 11.09.
5. Each Contract Claim shall be accompanied by Contractor’s written statement that the
adjustment claimed is the entire adjustment to which the Contractor believes it is entitled
as a result of said event.
6. The City shall submit any response to the Contractor within 30 days after receipt of the
Contractor’s last submittal (unless in connection with the Contract Claim (unless
Contractor allows the City additional time to submit a response).
C. City’s Action: City will review each Contract Claim and, within 30 days after receipt of the
last submittal of the Contractor unless action by City’s Council is required, take one of the
following actions in writing:
1. deny the Contract Claim in whole or in part;
2. approve the Contract Claim; or
3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s
sole discretion, it would be inappropriate for the City to do so. For purposes of further
resolution of the Contract Claim, such notice shall be deemed a denial.
D. City’s written action under this Paragraph 11.07 will be final and binding, unless City or
Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of
such action or denial.
E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not
submitted in accordance with this Paragraph 11.07.
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F. If the City fails to take any action pursuant to this Paragraph 11.07, the Contract Claim is
considered to have been denied by the City.
11.08 Change of Contract Price
A. The Contract Price may only be changed by a Change Order.
B. The value of any Work covered by a Change Order will be determined as follows:
1. Where the Work involved is covered by unit prices contained in the Contract Documents,
then by application of such unit prices to the quantities of the items involved (subject to
the provisions of Paragraph 12.03);
2. Where the Work involved is not covered by unit prices contained in the Contract
Documents, then by a mutually agreed lump sum or unit price (which may include an
allowance for overhead and profit not necessarily in accordance with
Paragraph 11.08.C.2), and shall include the cost of any secondary impacts that are
foreseeable at the time of pricing the cost of Extra Work; or
3. Where the Work involved is not covered by unit prices contained in the Contract
Documents and the parties do not reach mutual agreement to a lump sum or unit price,
then on the basis of the Cost of the Work (determined as provided in Paragraph 12.01)
plus a Contractor’s fee for overhead and profit (determined as provided in
Paragraph 11.08.C).
C. Contractor’s Fee: The Contractor’s fee for overhead and profit will be determined as follows:
1. A mutually acceptable fixed fee; or
2. If a fixed fee is not agreed upon, then a fee based on the following percentages of the
various portions of the Cost of the Work:
For costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and 12.01.B.3, the
Contractor’s fee will be 15 percent.
a. For costs incurred under Paragraph 12.01.B.4, the Contractor’s fee will be 5 percent;
1) Where one or more tiers of subcontracts are on the basis of Cost of the Work
plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.08.C.2.a
and 11.08.C.2.b is that the Contractor’s fee will be based on: (1) a fee of 15
percent of the costs incurred under Paragraphs 12.01.B.1, 12.01.B.2, and
12.01.B.3 by the Subcontractor that actually performs the Work, at whatever
tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier
higher than that of the Subcontractor that actually performs the Work, a fee of
5 percent of the amount (fee plus underlying costs incurred) attributable to the
next lower tier Subcontractor; provided, however, in no case shall the
cumulative total of fees paid be in excess of 25% of the Cost of the Work;
b. No fee will be payable on the basis of costs itemized under Paragraphs 12.01.B.5,
12.01.B.6, and 12.01.C;
c. The amount of credit to be allowed by Contractor to City for any change which
results in a net decrease in Cost of the Work will be the amount of the actual net
decrease in Cost of the Work and a deduction of an additional amount equal to
5 percent of such actual net decrease in Cost of the Work; and
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11.09 Change of Contract Time
A. The Contract Time may only be changed by a Change Order.
B. No extension of the Contract Time will be allowed under a Change Order for Extra Work or
for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the
critical path of the Project Schedule or Contractor can show by critical path method analysis
how the Extra Work or claimed delay adversely affects the critical path.
C. Delay, disruption, and interference in the Work, and any related changes in Contract Time, are
addressed in and governed by Paragraph 4.03.
11.10 Notification to Surety
A. If the provisions of any bond require notice to be given to a surety of any change affecting the
general scope of the Work or the provisions of the Contract Documents (including, but not
limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s
responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect
the effect of any such change.
ARTICLE 12 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY
MEASUREMENT
12.01 Cost of the Work
A. Purposes for Determination of Cost of the Work: The term “Cost of the Work” means the sum
of all costs necessary for the proper performance of the Work at issue, as further defined
below. The provisions of this Paragraph 12.01 are used for two distinct purposes:
1. To determine Cost of the Work when Cost of the Work is a component of the Contract
Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or
2. When needed to determine the value of a Change Order. When the value of any such
adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to
those additional or incremental costs required because of the change in the Work or
because of the event giving rise to the adjustment.
B. Costs Included: The term, “Cost of the Work” means the sum of all costs, except those
excluded in Paragraph 12.01.C, necessarily incurred and paid by Contractor in the proper
performance of the Work. When the value of any Work is covered by a Change Order, the
costs reimbursed to Contractor will be only those additional or incremental costs required
because of the change in the Work. Such costs shall be in amounts no higher than those
calculated based on the prevailing wage rates contained in the Contract Documents, shall not
include any of the costs itemized in Paragraph 12.01.C, and may include as applicable, but not
be limited to the following items:
1. Payroll costs or stipulated rates for employees in the direct employ of Contractor in the
performance of the Work under schedules of job classifications agreed upon by City and
Contractor. Such employees shall include, without limitation, superintendents, foremen,
safety managers, safety representatives, and other personnel employed full time on the
Work. Payroll costs for employees not employed full time on the Work will be
apportioned on the basis of their time spent on the Work. Payroll costs shall include,
salaries and wages plus the cost of fringe benefits, which include social security
contributions, unemployment, excise, and payroll taxes, workers’ compensation, health
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and retirement benefits, sick leave, and vacation and holiday pay applicable thereto. The
expenses of performing Work outside of regular working hours on Business Days, during
Weekend Working Hours, or on a state or federal holiday observed by the City, shall be
included in the above to the extent authorized by City.
2. Cost of all materials and equipment furnished and incorporated in the Work, including
costs of transportation and storage thereof, and Suppliers’ field services required in
connection therewith.
3. Rentals of all construction equipment and machinery and the parts thereof, whether rented
from Contractor or others, in accordance with rental agreements approved in writing by
City, and the costs of transportation, loading, unloading, assembly, dismantling, and
removal thereof. All such costs shall be in accordance with the terms of said rental
agreements. and the Contract Documents. The rental of any such equipment, machinery,
or parts shall cease when the use thereof is no longer necessary for the Work.
4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors.
If required by City, Contractor shall obtain competitive bids from subcontractors
acceptable to City . Contractor shall deliver such bids to City, which will then determine,
which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor
is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the
Work and fee will be determined in the same manner as Contractor’s Cost of the Work
and fee as provided in this Paragraph 12.01 and Paragraph 11.08.C.
5. Costs of special consultants (including but not limited to engineers, architects, testing
laboratories, surveyors, attorneys, and accountants) employed or retained for services
specifically related to the Work and specifically included in the agreed upon schedule of
job classifications referred to in Paragraph 12.01.B.1 or otherwise specifically included
in the Contract.
6. Supplemental costs consisting of the following:
a. The proportion of necessary transportation, travel, and subsistence expenses of
Contractor’s employees incurred in discharge of duties connected with the Work.
b. Cost, including transportation and maintenance, of all materials, supplies,
equipment, machinery, appliances, and temporary office or facilities at the Site,
which are consumed in the performance of the Work, and cost, less market value, of
such items used but not consumed which remain the property of Contractor.
c. Sales, consumer, use, and other similar taxes related to the Work, and for which
Contractor is liable, as imposed by Laws and Regulations, excluding those taxes for
which an exemption is available as described in Paragraph 7.12.
d. Deposits lost for causes other than the negligence or willful misconduct of
Contractor, any Subcontractor, or anyone directly or indirectly employed by any of
them or for whose acts any of them may be liable, and royalty payments and fees for
permits and licenses.
e. Losses and damages (and related expenses) caused by damage to the Work, not
compensated by insurance or otherwise, sustained by Contractor in connection with
the performance of the Work, provided such losses and damages have resulted from
causes other than the negligence or willful misconduct of Contractor, any
Subcontractor, or anyone directly or indirectly employed by any of them or for
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whose acts any of them may be liable. Such losses include settlements made with
the written consent and approval of City. No such losses, damages, and expenses
will be included in the Cost of the Work for the purpose of determining Contractor’s
fee.
f. The cost of utilities, fuel, and sanitary facilities at the Site.
g. Minor expenses such as communication service at the Site, express and courier
services, and similar petty cash items in connection with the Work.
h. The costs of premiums for all bonds and insurance that Contractor is required by the
Contract Documents to purchase and maintain.
C. Costs Excluded: The term Cost of the Work does not include any of the following items:
1. Payroll costs and other compensation of Contractor’s officers, executives, principals,
general managers, engineers, architects, estimators, attorneys, auditors, accountants,
purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel
employed by Contractor, whether at the Site or in Contractor’s principal or branch office
for general administration of the Work and not specifically included in the agreed upon
schedule of job classifications referred to in Paragraph 12.01.B.1 or otherwise
specifically covered in the Contract. The payroll costs and other compensation excluded
here are to be considered administrative costs covered by the Contractor’s fee.
2. Expenses of Contractor’s principal and branch offices other than Contractor’s office at
the Site.
3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital
employed for the Work and charges against Contractor for delinquent payments.
4. Costs due to the acts, omissions, negligence or willful misconduct of Contractor, any
Subcontractor, or anyone directly or indirectly employed by any of them or for whose
acts any of them may be liable, including but not limited to, the correction of defective
Work, disposal of materials or equipment wrongly supplied, and making good any
damage to property.
5. Other overhead or general expense costs of any kind.
D. Contractor’s Fee
1. When the Work as a whole is performed on the basis of cost-plus-a-fee, then:
a. Contractor’s fee for the Work set forth in the Contract Documents as of the Effective
Date of the Agreement will be determined as set forth in the Contract.
b. for any Work covered by a Change Order for an adjustment in Contract Price on the
basis of Cost of the Work, Contractor’s fee will be determined as set forth in
Paragraph 11.08.C.
2. When the Work as a whole is performed on the basis of a stipulated sum, or any other
basis other than cost-plus-a-fee, then Contractor’s fee for any Work covered by a Change
Order for an adjustment in Contract Price on the basis of Cost of the Work will be
determined in accordance with Paragraph 11.08.C.2.
E. Documentation and Audit: Whenever the Cost of the Work for any purpose is to be determined
pursuant to this Article 12, Contractor and pertinent Subcontractors will establish and maintain
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records of the costs in accordance with generally accepted accounting practices, and submit in
a form acceptable to City an itemized cost breakdown together with supporting data. Subject
to prior written notice, City will be afforded reasonable access, during normal business hours,
to all Contractor’s accounts, records, books, correspondence, instructions, drawings, receipts,
vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor’s fee.
Contractor shall preserve all such documents for a period of three years after the final payment
by City. Contractor will be responsible for ensuring that pertinent Subcontractors will afford
such access to City, and preserve such documents, to the same extent as is required of
Contractor.
12.02 Unit Price Work
A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work,
initially the Contract Price will be deemed to include for all Unit Price Work an amount equal
to the sum of the unit price for each separately identified item of Unit Price Work multiplied
by the estimated quantity of each item as indicated in the Agreement.
B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price. Determinations of
the actual quantities and classifications of Unit Price Work performed by Contractor will be
made by City subject to the provisions of Paragraph 10.03.
C. Each unit price will be deemed to include an amount considered by Contractor to be adequate
to cover Contractor’s overhead and profit for each separately identified item. Work described
in the Contract Documents, or reasonably inferred as required for a functionally complete
installation, but not identified in the listing of unit price items shall be considered incidental
to Unit Price Work listed and the cost of incidental work included as part of the unit price.
D. Adjustments in Contract Price
1. City may make an adjustment in the Contract Price in accordance with Paragraph 11.08
if:
a. the quantity of the item of Work performed by Contractor differs materially and
significantly from the estimated quantity of such item indicated in the Agreement;
and
b. there is no corresponding adjustment with respect to any other item of Work.
2. Adjusted unit prices will apply to all units of that item.
E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in
accordance with Paragraph 11.04.
1. If the changes in quantities or the alterations do not significantly change the character of
the Work under the Contract Documents, the altered Work will be paid for at the Contract
unit price.
2. If the changes in quantities or alterations materially and significantly change the character
of the Work, the Contract will be amended by a Change Order.
3. If no unit prices exist, any increase or decrease in quantities will be considered Extra
Work and the Contract will be amended by a Change Order in accordance with Article
11.
4. A significant change in the character of Work occurs when:
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a. the character of work for any Item as altered differs materially or significantly in kind
or nature from that in the Contract; or
b. a Major Item of work varies by more than 25% from the original Contract quantity.
5. When the quantity of work to be done under any Major Item of the Contract is more than
125% of the original quantity stated in the Contract, then either party to the Contract may
request an adjustment to the unit price on the portion of the work that is above 125%.
6. When the quantity of work to be done under any Major Item of the Contract is less than
75% of the original quantity stated in the Contract, then either party to the Contract may
request an adjustment to the unit price.
12.03 Plans Quantity Measurement for Unclassified Excavation or Embankment
A. Plans quantities may or may not represent the exact quantity of Work performed or material
moved, handled, or placed during the term of the Contract. The estimated bid quantities are
designated as final payment quantities, unless revised in accordance with the Contract.
B. If the total actual quantity measured for an individual item varies by more than 25% (or as
stipulated under “Price and Payment Procedures” for specific Items) from the total estimated
quantity for an individual Item originally shown in the Contract Documents, an adjustment
may be made to the quantity of authorized Work done for payment purposes. The party to the
Contract requesting the adjustment will provide field measurements and calculations showing
the final quantity for which payment will be made. Payment for revised quantity will be made
at the unit price bid for that Item, except as provided for in Article 11.
C. When quantities are revised by a change in design approved by the City, by Change Order, or
to correct an error, or to correct an error on the plans, the plans quantity will be increased or
decreased by the amount identified in the approved change, and the 25% variance provisions
of Paragraph 12.04.B will apply to the new plans quantity.
D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than
$250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans
quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans
quantity.
E. For callout work or non-site specific Contracts, the plans quantity measurement requirements
are not applicable.
ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF
DEFECTIVE WORK
13.01 Access to Work
A. City and its Engineer, consultants, representatives, employees, and independent testing
laboratories, and authorities having jurisdiction shall have access to the Site and the Work at
reasonable times for their observation, inspection, and testing. Contractor shall provide them
proper and safe conditions for such access and advise them of Contractor’s safety procedures
and programs so that they may comply with such procedures and programs as applicable.
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13.02 Tests and Inspections
A. Contractor shall give City timely notice of readiness of the Work (or specific parts thereof) for
all required inspections and tests and shall cooperate with inspection and testing personnel to
facilitate required inspections and tests.
B. If the Contract Documents or any Laws and Regulations of any public body having jurisdiction
require any Work (or part thereof) specifically to be inspected, tested, or approved, Contractor
shall assume full responsibility for arranging and obtaining such inspections, tests, or
approvals, pay all costs in connection therewith, and furnish City the required certificates of
inspection, testing or approval, except that those fees specifically identified in the
Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR)
inspections, which shall will be paid as described in the Supplementary Conditions.
C. Contractor shall be responsible for arranging, obtaining, and paying for all inspections, tests,
re-tests, and approvals required:
1. by the Contract Documents, unless the Contract Documents expressly allocate
responsibility for a specific inspection or test to City;
2. to attain City’s acceptance of materials or equipment to be incorporated in the Work;
3. by manufacturers of equipment furnished under the Contract Documents;
4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be
incorporated into the Work; and
5. for acceptance of materials, mix designs, or equipment submitted for approval prior to
Contractor’s purchase thereof for incorporation in the Work.
Such inspections and tests will be performed by independent inspectors, testing laboratories,
or other qualified individuals or entities acceptable to City.
D. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to
perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by
City.
1. City will coordinate such Testing to the extent possible, with Contractor;
2. Should any Testing under this Section 13.03.D result in a “fail”, “did not pass” or other
similar negative result, the Contractor shall be responsible for paying for any and all
retests. Contractor’s cancellation without cause of City initiated Testing shall be deemed
a negative result and require a retest.
3. Any amounts owed for any retest under this Section 13.02.D shall be paid directly to the
Testing Lab by Contractor. City will forward all invoices for retests to Contractor.
4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the
Testing Lab is paid.
E. If the Contract Documents require the Work (or part thereof) to be approved by City or another
designated individual or entity, then Contractor shall assume full responsibility for seeking
and obtaining such approvals.
F. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by
Contractor without the written approval of City, Contractor shall, if requested by City, uncover
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such Work for observation. Such uncovering and the recovering of such Work will be at
Contractor’s expense.
13.03 Defective Work
A. Contractor’s Obligation: It is Contractor’s obligation to assure that the Work is not defective.
B. City’s Authority: City has the authority to determine whether Work is defective, and to reject
defective Work.
C. Notice of Defects: Written notice of all defective Work of which City has actual knowledge
will be given to Contractor.
D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective
Work, Contractor shall correct all such defective Work, whether or not fabricated, installed,
or completed, or, if City has rejected the defective Work, shall remove the defective Work
from the Project and replace it with Work that is not defective. Failure to require the removal
of any defective Work shall not constitute acceptance of such Work.
E. Preservation of Warranties: When correcting defective Work, Contractor shall take no action
that would void or otherwise impair City’s warranty and guarantee, if any, on said Work.
F. Costs and Damages: In addition to its correction, removal, and replacement obligations with
respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising
out of or relating to defective Work, including but not limited to the cost of the inspection,
testing, correction, removal, replacement, or reconstruction of such defective Work, fines
levied against Contractor or City by governmental authorities because the Work is defective,
and the costs of repair, replacement or reconstruction of work of others resulting from
defective Work.
13.04 Rejecting Defective Work
A. City will have authority to reject Work which City believes to be defective or will not produce
a completed Project that conforms to the Contract Documents or that will prejudice the
integrity of the design concept of the completed Project as a functioning whole as indicated
by the Contract Documents. City will have authority to conduct special inspection or testing
of the Work as provided in this Article 13, whether or not the Work is fabricated, installed, or
completed.
13.05 Acceptance of Defective Work
A. If, instead of requiring correction or removal and replacement of defective Work, City prefers
to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages
(including but not limited to all fees and charges of engineers, architects, attorneys, and other
professionals and all court or arbitration or other dispute resolution costs) attributable to City’s
evaluation of and determination to accept such defective Work, and for the diminished value
of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior
to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in
the Contract Documents with respect to the Work, and City shall be entitled to an appropriate
decrease in the Contract Price, reflecting the diminished value of the Work so accepted.
13.06 Uncovering Work
A. City has the authority to require additional inspection or testing of the Work, whether or not
the Work is fabricated, installed, or completed.
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B. If any Work is covered contrary to the Contract Documents or specific instructions of City
and if requested by City, Contractor shall uncover such Work for City’s observation,
inspection or testing and then replace the covering, all at Contractor’s expense.
C. If City considers it necessary or advisable that covered Work be observed by City or inspected
or tested by others, then Contractor, at City’s request, shall uncover, expose, or otherwise
make available for observation, inspection, or testing as City may require, that portion of the
Work in question, and provide all necessary labor, material, and equipment.
1. If it is found that the uncovered Work is defective, Contractor shall be responsible for all
claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or dispute resolution
costs) arising out of or relating to such uncovering, exposure, observation, inspection,
and testing, and of satisfactory replacement or reconstruction (including but not limited
to all costs of repair or replacement of work of others). City shall be entitled to accept
defective Work in accordance with Paragraph 13.05 and in such case Contractor shall
still be responsible for all costs associated with exposing, observing, and testing defective
Work.
2. If the uncovered Work is not found to be defective, Contractor shall be allowed an
extension of the Contract Time to the extent directly attributable to such uncovering,
exposure, observation, inspection, testing, replacement, and reconstruction.
13.07 City May Stop the Work
A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable
materials or equipment, or Contractor fails to perform the Work in such a way that the
completed Work will conform to the Contract Documents, then City may order Contractor to
stop the Work, or any portion thereof, until the cause for such order has been corrected or
eliminated; however, this right of City to stop the Work will not give rise to any duty on the
part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier,
any other individual or entity, or any surety for, or any employee or agent of, any of them.
13.08 City May Correct Defective Work
A. If Contractor fails within a reasonable time after written notice from City to correct defective
Work, or to remove and replace defective Work as required by City, or if Contractor fails to
perform the Work in accordance with the Contract Documents, or if Contractor fails to comply
with any other provision of the Contract Documents, then City may, after providing 7 days’
advance written notice to Contractor, correct or remedy any such deficiency.
B. In connection with such corrective or remedial action, City may exclude Contractor from all
or part of the Site, take possession of all or part of the Work and suspend Contractor’s services
related thereto, and incorporate in the Work all materials and equipment stored at the Site or
for which City has paid Contractor but which are stored elsewhere. Contractor shall allow
City, City’s representatives, agents and employees, and City’s other contractors access to the
Site to enable City to exercise the rights and remedies under this Paragraph 13.08.
C. All claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court, or arbitration or other
dispute resolution costs) incurred or sustained by City in exercising the rights and remedies
under this Paragraph 13.08 will be the responsibility of and will be charged against Contractor.
A Change Order will be issued incorporating the necessary revisions in the Contract
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Documents with respect to the Work, and City shall be entitled to an appropriate decrease in
the Contract Price. Such claims, costs, losses and damages will include, but not be limited to,
all costs of repair or replacement of work of others destroyed or damaged by correction,
removal, or replacement of Contractor’s defective Work.
D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the
performance of the Work attributable to the exercise by City of City’s rights and remedies
under this Paragraph 13.08.
ARTICLE 14 – PAYMENTS TO CONTRACTOR; COMPLETION; CORRECTION PERIOD
14.01 Progress Payments
A. Basis for Progress Payments: The Schedule of Values established as provided in Paragraph
2.03 will serve as the basis for progress payments and will be incorporated into a form of
Application for Payment acceptable to City. Progress payments for Unit Price Work will be
based on the number of units completed during the pay period, as determined under the
provisions of Paragraph 12.03. Progress payments for cost-based Work will be based on Cost
of the Work completed by Contractor during the pay period.
B. Applications for Payments
1. Contractor is responsible for providing all information as required to become a vendor of
the City.
2. At least 20 days before the date established in the General Requirements for each progress
payment (but not more often than once a month), Contractor shall submit to City for
review an Application for Payment filled out and signed by Contractor covering the Work
completed as of the date of the Application and accompanied by such supporting
documentation as is required by the Contract Documents.
3. If payment is requested on the basis of materials and equipment not incorporated in the
Work but delivered and suitably stored at the Site or at another location agreed to in
writing, the Application for Payment must also be accompanied by: (a) bill of sale,
invoice, or purchase order payments, copies of cancelled checks or other documentation
establishing full payment by Contractor for the materials and equipment; (b) at City’s
request, documentation warranting that City has received the materials and equipment
free and clear of all Liens; and (c) evidence that the materials and equipment are covered
by appropriate property insurance, or other arrangements to protect City’s interest therein,
all of which must be satisfactory to City.
4. Beginning with the second Application for Payment, each Application must include an
affidavit of Contractor stating that all previous progress payments received on account of
the Work by Contractor have been applied to discharge Contractor’s legitimate
obligations associated with prior Applications for Payment.
5. The amount of retainage with respect to progress payments will be as stipulated in the
Contract Documents.
C. Review of Applications
1. City will, after receipt of each Application for Payment, either indicate in writing it will
proceed to process the Application for Payment or return the Application to Contractor
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indicating reasons for refusing payment. In the latter case, Contractor may make the
necessary corrections and resubmit the Application.
2. City’s processing of any payment requested in an Application for Payment will be based
on City’s observations of the executed Work, and on City’s review of the Application for
Payment and the accompanying data and schedules, that based City’s actual knowledge:
a. the Work has progressed to the point indicated; and
b. the quality and/or quantity of the Work is generally in accordance with the Contract
Documents (subject to any subsequent evaluations of the Work, an evaluation of the
Work as a functioning whole prior to or upon Final Acceptance, the results of any
subsequent tests or inspections called for in the Contract Documents, a final
determination of quantities and classifications for Unit Price Work under Paragraphs
10.05 and 12.03, and any other qualifications stated).
3. Processing any such payment will not thereby be deemed to have represented that:
a. inspections made to check the quality or the quantity of the Work as it has been
performed have been exhaustive, extended to every aspect of the Work in progress,
or involved detailed inspections of the Work; or
b. there are no other matters or issues between the parties that might entitle Contractor
to be paid additionally by City or entitle City to withhold payment to Contractor; or
c. Contractor has complied with Laws and Regulations applicable to Contractor’s
performance of the Work.
4. City may refuse to process or pay the whole or any part of any payment because of
subsequently discovered evidence or the results of subsequent inspections or tests, and
may revise or revoke any such payment previously made, to such extent as may be
necessary to protect City from loss because:
a. the Work is defective, or the completed Work has been damaged by the Contractor
or his subcontractors, requiring correction or replacement;
b. there are discrepancies in quantities contained in previous applications for payment;
c. the Contract Price has been reduced by Change Orders;
d. City has been required to correct defective Work in accordance with
Paragraph 1313.08, or has accepted defective Work pursuant to Paragraph 13.05;
e. City has been required to remove or remediate a Hazardous Environmental
Condition for which Contractor is responsible; or
f. City has actual knowledge of the occurrence of any of the events enumerated in
Paragraph 15.02.A that would constitute a default by Contractor and therefore justify
termination for cause under the Contract Documents.
D. Retainage:
1. For all contracts, retainage shall be five percent (5%).
E. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the
time specified in the Contract Documents, the sum per day specified in the Agreement will be
paid by the Contractor to the City, not as a penalty, but as liquidated damages suffered by the
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City. If feasible, the parties may agree to have the liquidated damages deducted from any
amounts owned to Contractor by City instead of being paid directly to City by Contractor.
F. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment
will become due in accordance with the Contract Documents.
G. Reduction in Payment
1. City may refuse to make payment of the of the amount requested because:
a. Claims have been made against City based on Contractor’s performance or
furnishing of the Work, or City has incurred costs, losses, or damages resulting from
Contractor’s performance or furnishing of the Work, including but not limited to
claims, costs, losses, or damages from workplace injuries, adjacent property
damage, non-compliance with Laws and Regulations, or patent infringement;
b. Contractor has failed to take reasonable and customary measures to avoid damage,
delay, disruption, and interference with other work at or adjacent to the Site;
c. Contractor has failed to provide and maintain required bonds or insurance;
d. City has been required to remove or remediate a Hazardous Environmental
Condition for which Contractor is responsible;
e. City has incurred extra charges or engineering costs related to submittal reviews,
evaluations of proposed substitutes, tests and inspections, or return visits to
manufacturing or assembly facilities;
f. The Work is defective, requiring correction or replacement;
g. City has been required to correct defective Work in accordance with
Paragraph 13.08, or has accepted defective Work pursuant to Paragraph 13.05;
h. The Contract Price has been reduced by Change Orders;
i. An event has occurred that would constitute a default by Contractor and therefore
justify a termination for cause;
j. Liquidated or other damages have accrued as a result of Contractor’s failure to
achieve Milestones or Final Acceptance of the Work;
k. Liens have been filed in connection with the Work, except where Contractor has
delivered a specific bond satisfactory to City to secure the satisfaction and discharge
of such Liens;
l. Other items entitle City to a set-off against the payment amount requested; or
m. City has actual knowledge of the occurrence of any of the events enumerated in
Paragraph 15.02.
2. If City refuses to make payment of the amount requested, City will give Contractor
written notice stating the reasons for such action and promptly pay Contractor any amount
remaining after deduction of the amount so withheld. City shall pay Contractor the
amount so withheld, or any adjustment thereto agreed to by City and Contractor, within
a reasonable time after Contractor remedies the reasons for such action to the satisfaction
of City and City has confirmed such action.
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14.02 Contractor’s Warranty of Title
A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered
by any Application for Payment, whether incorporated in the Project or not, will pass to City
no later than the time of payment free and clear of all Liens.
14.03 Partial Utilization
A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed
part of the Work which has specifically been identified in the Contract Documents, or which
City determines constitutes a separately functioning and usable part of the Work that can be
used by City for its intended purpose without significant interference with Contractor’s
performance of the remainder of the Work. City at any time may notify Contractor in writing
to of any such part of the Work which City determines to be ready for its intended use. In
addition, City may request in writing that Contractor permit City to use or occupy any such
part of the Work that City believes to be substantially complete, subject to the following
conditions:
1. At any time, Contractor may notify City that Contractor considers any such part of the
Work ready for its intended use.
2. Within a reasonable time after notification as enumerated in Paragraph 14.03, City and
Contractor shall make an inspection of that part of the Work to determine its status of
completion. If City does not consider that part of the Work to be substantially complete,
City will notify Contractor in writing giving the reasons therefor.
3. Partial Utilization by City will not constitute Final Acceptance by City.
14.04 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete in accordance with the
Contract Documents:
1. City will promptly schedule a Final Inspection with Contractor.
2. City will notify Contractor in writing of all particulars in which this inspection reveals
that the Work is incomplete or defective. Contractor shall immediately take such
measures as are necessary to complete such Work or remedy such deficiencies.
B. City reserves the right to deny request for Final Inspection if City determines that the entire
Work is not sufficiently complete to warrant a Final Inspection.
14.05 Final Acceptance
A. Upon completion by Contractor to City’s satisfaction, of any and all Work in accordance with
the Contract Documents, including any corrections or additional Work identified in the Final
Inspection and delivery of all maintenance and operating instructions, schedules, guarantees,
bonds, certificates or other evidence of insurances, certificates of inspection, annotated record
documents and other required documents in accordance with the Contract Documents, City
will issue to Contractor a letter of Final Acceptance.
14.06 Final Payment
A. Application for Payment
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1. Upon receipt of a letter of Final Acceptance from City, Contractor may make application
for Final Payment following the procedures for requesting payments in accordance with
the Contract Documents.
2. The final Application for Payment must be accompanied (except as previously delivered)
by:
a. all documentation called for in the Contract Documents, including but not limited to
the evidence of insurance required by Paragraph 6.03;
b. consent of the surety, if any, to final payment;
c. satisfactory evidence that all title issues have been resolved such that title to all
Work, materials, and equipment has passed to City free and clear of any Liens or
other title defects or will so pass upon final payment.
d. a list of all Contract Claims or Damage Claims against City that Contractor believes
are unsettled; and
e. affidavits of payments and complete and legally effective releases or waivers
(satisfactory to City) of all Lien rights arising out of the Work, and of Liens filed in
connection with the Work.
B. Payment Becomes Due: The final payment requested by Contractor, less previous payments
made and less any sum to which City is entitled, including but not limited to liquidated
damages, will become due and payable:
1. After City’s acceptance of the Application for Payment and accompanying
documentation; and
2. After all Damage Claims have been resolved:
a. directly by the Contractor; or
b. Contractor provides evidence that the Damage Claim has been reported to
Contractor’s insurance provider for resolution.
The making of the final payment by the City shall not relieve the Contractor of any guarantees
or other requirements of the Contract that continue thereafter.
14.07 Final Completion Delayed and Partial Retainage Release
A. If final completion of the Work is significantly delayed, and if City so confirms, City may,
upon receipt of Contractor’s final Application for Payment, and without terminating the
Contract, make payment of the balance due for that portion of the Work fully completed and
accepted. If the remaining balance to be held by City for Work not fully completed or corrected
is less than the retainage stipulated in Paragraph 14.01.D, and if bonds have been furnished as
required in Paragraph 6.02, the written consent of the surety to the payment of the balance due
for that portion of the Work fully completed and accepted shall be submitted by Contractor to
City with the Application for such payment. Such payment shall be made under the terms and
conditions governing final payment, except that it shall not constitute a waiver of Contract
Claims.
B. Partial Retainage Release. If the Contract provides for separate establishment and
maintenance periods and/or test and performance periods following the completion of all other
construction in the Contract Documents for all Work locations, the City may release a portion
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of the amount retained provided that all other work is completed as determined by the City.
Before the release, all submittals and final quantities must be completed and accepted for all
other work. An amount sufficient to ensure Contract compliance will be retained.
14.08 Waiver of Claims
A. The acceptance of final payment will constitute a waiver and release by Contractor of all
claims, rights, causes of action, or liabilities, including Contract Claims, against City arising
out of, related to or under the Contract or for any act, omission or neglect of City.
14.09 Correction Period
A. If within two (2) years after the date of Substantial Completion (or such longer period of time
as may be prescribed by the Contract Documents) any Work has been found to be defective,
or Contractor’s repair of any damages to the Site, adjacent areas, or areas made available for
Contractor’s use by City has been found to be defective, then after receipt of City’s written
notice of defect, Contractor shall promptly, without cost to City and in accordance with City’s
written instructions:
1. correct the defective repairs to the Site or such adjacent areas, or areas made available for
Contractor’s use by City;
2. correct such defective Work;
3. remove the defective Work from the Project and replace it with Work that is not defective,
if the defective Work has been rejected by City, and
4. satisfactorily correct or repair or remove and replace any damage to other Work, to the
work of others, or to other land or areas resulting from the corrective measures.
B. If Contractor does not promptly comply with the terms of City’s written instructions, or in an
emergency where delay would cause serious risk of loss or damage, City may have the
defective Work corrected or repaired or may have the rejected Work removed and replaced.
Contractor shall pay all costs, losses, and damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other professionals and all court or arbitration
or other dispute resolution costs) arising out of or relating to such correction or repair or such
removal and replacement (including but not limited to all costs of repair or replacement of
work of others).
C. In special circumstances where a particular item of equipment is placed in continuous service
before Final Acceptance of all the Work, the correction period for that item may start to run
from an earlier date if so provided in the Specifications.
D. Where defective Work (and damage to other Work resulting therefrom) has been corrected,
repaired or removed and replaced under this Paragraph 14.09, the correction period hereunder
with respect to such Work may be extended for an additional period of one year after the end
of the initial correction period.
E. Contractor’s obligations under this paragraph are in addition to all other obligations and
warranties. The provisions of this Paragraph 14.09 are not to be construed as a substitute for,
or a waiver of, the provisions of any applicable statute of limitation or repose.
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ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION
15.01 City May Suspend Work
A. At any time and without cause, City may suspend the Work or any portion thereof by written
notice to Contractor. City may fix the date on which Work will be resumed in such notice, and
Contractor shall resume the Work on the date so fixed.
B. Should the Contractor not be able to complete a portion of the Project due to causes beyond
the control of and without the fault or negligence of the Contractor, and should it be determined
by mutual consent of the Contractor and City that a solution to allow construction to proceed
is not available within a reasonable period of time, Contractor may request an extension in
Contract Time, directly attributable to any such suspension.
C. If it should become necessary to suspend the Work for an indefinite period, the Contractor
shall store all materials in such a manner that they will not obstruct or impede the public
unnecessarily nor become damaged in any way; Contractor shall take every precaution to
prevent damage or deterioration of the work performed; and Contractor shall provide suitable
drainage about the work, and erect temporary structures where necessary.
D. Contractor may be reimbursed for the cost of moving its equipment off the job and returning
the necessary equipment to the job when it is determined by the City that construction may be
resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the
equipment and no profit or overhead will be allowed. Reimbursement may not be allowed if
the equipment is moved to another construction project for the City.
15.02 City May Terminate for Cause
A. The occurrence of any one or more of the following events by way of example, but not of
limitation, may justify termination for cause:
1. Contractor’s persistent failure to perform the Work in accordance with the Contract
Documents (including, but not limited to, failure to supply sufficient skilled workers or
suitable materials or equipment, or failure to adhere to the Project Schedule established
under Paragraph 2.06 as adjusted from time to time pursuant to Paragraph 7.05);
2. Failure of Contractor to perform or otherwise to comply with a material term of the
Contract; or
3. Contractor’s disregard of Laws and Regulations of any public body having jurisdiction;
or
4. Contractor’s repeated disregard of the authority of City; or
5. Contractor’s failure to promptly make good any defect in materials or workmanship, or
defects of any nature, the correction of which has been directed in writing by the City; or
6. Substantial indication that the Contractor has made an unauthorized assignment of the
Contract or any funds due therefrom for the benefit of any creditor or for any other
purpose; or
7. Substantial indication that the Contractor has become insolvent or bankrupt, or otherwise
financially unable to perform the Work satisfactorily; or
8. Contractor commences legal action in a court of competent jurisdiction against the City.
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B. If one or more of the events identified in Paragraph 15.02.A occurs, City will provide written
notice to Contractor and Surety to arrange a conference with Contractor and Surety to address
Contractor’s failure to perform the Work. The conference shall be held not later than 15 days
after receipt of notice. by both Contractor and surety.
1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed
to perform the Contract, the City may, to the extent permitted by Laws and Regulations,
declare a Contractor default and formally terminate the Contractor's right to complete the
Contract. Contractor default shall not be declared earlier than 20 days after the Contractor
and Surety have received notice of the conference to address Contractor's failure to
perform the Work.
2. If Contractor's services are terminated, Surety shall be obligated to take over and perform
the Work. If Surety does not commence performance thereof within 15 consecutive
calendar days after date of an additional written notice demanding Surety’s performance
of its obligations, then City, without process or action at law, may take over any portion
of the Work and complete it as described below.
a. If City completes the Work, City may exclude Contractor and Surety from the Site
and take possession of the Work, and all materials and equipment stored at the Site
or for which City has paid Contractor, but which are stored elsewhere, and the Work
as City may deem expedient.
3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive
any further payment until the Work is completed. If the unpaid balance of the Contract
Price exceeds the cost to complete the Work, including all related claims, costs, losses,
and damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals) sustained by City, such excess will be paid to
Contractor. If the cost to complete the Work including such related claims, costs, losses,
and damages exceeds such unpaid balance, Contractor shall pay the difference to City.
Such claims, costs, losses, and damages incurred by City will be incorporated in a Change
Order, provided that when exercising any rights or remedies under this Paragraph 15.02,
City shall not be required to obtain the lowest price for the Work performed.
4. Neither City, nor any of its respective consultants, agents, officers, elected or appointed
officials, directors or employees shall be in any way liable or accountable to Contractor
or Surety for the method by which the completion of the said Work, or any portion
thereof, may be accomplished or for the price paid therefor.
5. City, notwithstanding the method used in completing the Contract, shall not forfeit the
right to recover damages from Contractor or Surety for Contractor's failure to timely
complete the entire Contract. Contractor shall not be entitled to any claim, counterclaim
or offset on account of the method used by City in completing the Contract.
6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities
as provided for in the bond requirements of the Contract Documents or any special
guarantees provided for under the Contract Documents or any other obligations otherwise
under the Contract or prescribed by law.
C. Notwithstanding Paragraph 15.02.B, Contractor’s services will not be terminated if Contractor
begins within seven days of receipt of notice of intent to terminate to correct its failure to
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perform and proceeds diligently to cure such failure within no more than 30 days of receipt of
said notice.
D. Where Contractor’s services have been so terminated by City, the termination will not affect
any rights or remedies of City against Contractor then existing or which may thereafter accrue,
or any rights or remedies of City against Contractor or Surety. Any retention or payment of
money due Contractor by City will not release Contractor from liability.
E. If and to the extent that Contractor has provided a performance bond under the provisions of
Paragraph 6.02, the termination procedures of that bond shall not supersede the provisions of
this Article 15.
15.03 City May Terminate for Convenience
A. City may, without cause and without prejudice to any other right or remedy of City, terminate
the Contract, in whole or in part. Any termination shall be affected by giving notice of the
termination to the Contractor specifying the extent to which performance of Work under the
contract is terminated, and the date upon which such termination becomes effective. Notice
shall be deemed validly given if given in accordance with Paragraph 17.01.A.
B. After a notice of termination, has been given, and except as otherwise directed by the City, the
Contractor shall:
1. stop work under the Contract on the date and to the extent specified in the notice of
termination;
2. place no further orders or subcontracts for materials, services or facilities except as may
be necessary for completion of such portion of the Work under the Contract as is not
terminated;
3. terminate all orders and subcontracts to the extent that they relate to the performance of
the Work terminated by notice of termination;
4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any,
directed by the City:
a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies
and other material produced as a part of, or acquired in connection with the
performance of, the Work terminated by the notice of the termination; and
b. the completed, or partially completed plans, drawings, information and other
property which, if the Contract had been completed, would have been required to be
furnished to the City.
5. complete performance of such Work as shall not have been terminated by the notice of
termination; and
6. take such action as may be necessary, or as the City may direct, for the protection and
preservation of the property related to the Contract that is in the possession of the
Contractor and in which the City has or may acquire the rest.
C. At a time not later than 30 days after the termination date specified in the notice of termination,
the Contractor may submit to the City a list, certified as to quantity and quality, of any or all
items of termination inventory not previously disposed of in accordance with the Contract,
exclusive of items the disposition of which has been directed or authorized by City.
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D. Not later than 15 days after Contractor’s submission of the certified list to City pursuant to
Paragraph 15.03.C, the City shall accept title to such items, subject to verification of the list
by the City upon removal of the items or,. If the items are stored, then City shall have 45 days
after submission of the list, to verify the list submitted and accept title to such items. Any
necessary adjustments to correct the list as submitted, shall be made prior to final settlement.
E. Not later than 60 days after the notice of termination has been given, the Contractor shall
submit its termination claim to the City in the form and with the certification prescribed by
the City. Unless an extension request is made in writing within such 60-day period by the
Contractor, and granted by the City, any and all such claims of Contractor that are not
submitted to City within such 60-day period shall be conclusively deemed waived.
F. Should a termination claim be timely submitted to the City, Contractor shall be paid for
(without duplication of any items):
1. completed and acceptable Work executed in accordance with the Contract Documents
prior to the effective date of termination, including fair and reasonable sums for overhead
and profit on such Work calculated and determined in accordance with the Contract
Documents;
2. expenses sustained prior to the effective date of termination in performing services and
furnishing labor, materials, or equipment as required by the Contract Documents in
connection with uncompleted Work, plus fair and reasonable sums for overhead and
profit on such expenses calculated and determined in accordance with the Contract
Documents; and
3. reasonable expenses directly attributable to reasonable and necessary wind-down and
termination activities, without any overhead or profit.
G. In the event of the failure of the Contractor and City to agree upon the whole amount to be
paid to the Contractor by reason of the termination of the Work, the City shall determine, on
the basis of information submitted and available to it, the amount, if any, due to the Contractor
by reason of the termination and City shall pay to the Contractor the amounts so determined.
Contractor shall not be paid on account of loss of anticipated profits or revenue or other
economic loss arising out of, related to or resulting from such termination.
ARTICLE 16 – RESOLUTION OF DISPUTES
16.01 Methods and Procedures
A. Either City or Contractor may request mediation of any Contract Claim submitted for a
decision under Paragraph 11.07 before such decision becomes final and binding. The request
for mediation shall be submitted to the other party to the Contract. Timely submission of the
request shall stay the effect of Paragraph 11.07.E.
B. City and Contractor shall participate in the mediation process in good faith. The process shall
be commenced within 60 calendar days of filing of the request.
C. The parties shall agree on a mediator; however, if they cannot agree within 14 calendar days
then the Denton County Alternative Dispute Resolution Program (“DCAP”) shall appoint a
mediator. The mediation session shall be held within 45 days of the retention of the mediator,
and last for at least one full mediation day, before any party has the option to withdraw from
the process. The parties may agree to continue the mediation process beyond one day, until
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GENERAL CONDITIONS
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Revised November 20, 2020
there is a settlement agreement, or one party, or the mediator, states that there is no reason to
continue because of an impasse that cannot be overcome and sends a “notice of termination of
mediation.” All reasonable efforts will be made to complete the mediation within 30 days of
the first mediation session. All costs of mediation shall be borne equally by the parties.
D. All communications, both written and oral, during Phases A and B are confidential and shall
be treated as settlement negotiations for purposes of applicable rules of evidence; however,
documents generated in the ordinary course of business prior to the Dispute, that would
otherwise be discoverable, do not become confidential simply because they are used in the
Negotiation and/or Mediation process.
E. The process shall be confidential based on terms acceptable to the mediator and/or mediation
service provider.
F. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 11.07.C or
a denial pursuant to Paragraphs 11.07.C.3 or 11.07.D shall become final and binding 30 days
after termination of the mediation unless, within that time period, City or Contractor:
1. elects in writing to invoke any other dispute resolution process provided for in the
Supplementary Conditions; or
2. agrees with the other party to submit the Contract Claim to another dispute resolution
process; or
3. gives written notice to the other party of the intent to submit the Contract Claim to a court
of competent jurisdiction as set forth within the Contract Documents.
ARTICLE 17 – MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contract requires the giving of written notice, it will be deemed
to have been validly given if delivered:
1. in person, by a commercial courier service or otherwise, if to City, to the duly authorized
representative of City identified in the Contract Documents or to City’s Project Manager
or, if to Contractor, to a member of the firm or to an officer of the corporation for whom
it is intended; or
2. by registered or certified mail, postage prepaid, to the recipient’s place of business; or
3. by e-mail to the recipient.
17.02 Computation of Time
A. When any period of time is referred to in the Contract by days, it will be computed to exclude
the first and include the last day of such period. If the last day of any such period falls on a
Saturday or Sunday or on a day that is a state or federal holiday observed by the City, the next
Business Day shall become the last day of the period.
17.03 Cumulative Remedies
A. The duties and obligations imposed by these General Conditions and the rights and remedies
available hereunder to the parties hereto are in addition to, and are not to be construed in any
way as a limitation of, any rights and remedies available to any or all of them which are
otherwise imposed or available by Laws and Regulations, in equity, by special warranty or
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GENERAL CONDITIONS
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CITY OF DENTON
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised November 20, 2020
guarantee, or by other provisions of the Contract. The provisions of this Paragraph 17.03 will
be as effective as if repeated specifically in the Contract Documents in connection with each
particular duty, obligation, right, and remedy to which they apply.
17.04 No Waiver
A. A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor
will it affect the enforceability of that provision or of the remainder of this Contract.
B. The City has not waived its sovereign immunity except as expressly set forth in Subchapter I,
Chapter 271 of the Texas Local Government Code or as expressly waived by other statute.
17.05 Survival of Obligations
All representations, indemnifications, warranties, and guarantees made in, required by, or
given in accordance with the Contract, as well as all continuing obligations indicated in the
Contract, will survive final payment, completion, and Final Acceptance of the Work or
termination of the Contract or of the services of Contractor.
17.06 Assignment of Contract
A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party to this Contract
of any rights under or interests in the Contract will be binding on the other party without the
written consent of the party sought to be bound; and, specifically but without limitation, money
that may become due and money that is due may not be assigned without such consent (except
to the extent that the effect of this restriction may be limited by law), and unless specifically
stated to the contrary in any written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under the Contract.
17.07 Successors and Assigns
A. City and Contractor each binds itself, its successors, assigns, and legal representatives to the
other party hereto, its successors, assigns, and legal representatives in respect to all covenants,
agreements, and obligations contained in the Contract Documents.
17.08 Governing Law
A. The Contract shall be construed in accordance with the laws of the State of Texas without
regard to conflicts of law principles.
17.09 Headings
A. Article and paragraph headings are inserted for convenience only and do not constitute parts
of these General Conditions.
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Exhibit D
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
DocuSign Envelope ID: 615650A9-00B0-4184-B05A-42ABC1D5C387
Certificate Of Completion
Envelope Id: 615650A900B04184B05A42ABC1D5C387 Status: Completed
Subject: Please DocuSign: City Council Contract 8055-GMP No.1 Construction Phase Contract
Source Envelope:
Document Pages: 140 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
10/18/2023 11:45:02 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 10/18/2023 1:37:37 PM
Viewed: 10/18/2023 1:37:54 PM
Signed: 10/18/2023 1:39:02 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/18/2023 1:39:06 PM
Viewed: 10/18/2023 1:42:37 PM
Signed: 10/18/2023 1:44:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/18/2023 1:44:10 PM
Viewed: 10/20/2023 10:55:42 AM
Signed: 10/20/2023 3:27:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Joe Dooley
jedooley@sundt.com
Senior Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.231.22.152
Signed using mobile
Sent: 10/20/2023 3:27:10 PM
Resent: 10/26/2023 11:18:24 AM
Resent: 10/26/2023 1:35:54 PM
Resent: 10/26/2023 1:36:06 PM
Viewed: 10/26/2023 2:20:04 PM
Signed: 10/26/2023 2:20:23 PM
Electronic Record and Signature Disclosure:
Accepted: 10/20/2023 3:27:59 PM
ID: f159a42e-af76-4052-b5bf-b1b399fa5218
Signer Events Signature Timestamp
Trevor Crain
Trevor.Crain@cityofdenton.com
rector of Capital Projects
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.197.66.48
Signed using mobile
Sent: 10/26/2023 2:20:27 PM
Viewed: 10/26/2023 2:31:58 PM
Signed: 10/26/2023 2:32:35 PM
Electronic Record and Signature Disclosure:
Accepted: 10/26/2023 2:31:58 PM
ID: 10348d23-4cc6-41e7-a923-6dc298cb08b9
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 10/26/2023 2:32:40 PM
Viewed: 11/15/2023 8:15:32 AM
Signed: 11/15/2023 8:15:45 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/15/2023 8:15:50 AM
Viewed: 11/15/2023 8:16:31 AM
Signed: 11/15/2023 8:16:43 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/15/2023 8:16:47 AM
Viewed: 11/15/2023 10:48:58 AM
Signed: 11/15/2023 10:50:08 AM
Electronic Record and Signature Disclosure:
Accepted: 11/15/2023 10:48:58 AM
ID: de44ae9c-13d2-4f9d-a204-f5d6c0d254bb
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/18/2023 1:39:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Jeff Grisby
jggrigsby@sundt.com
Security Level: Email, Account Authentication
(None)
Sent: 10/26/2023 1:35:52 PM
Viewed: 10/26/2023 2:04:24 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/26/2023 2:32:39 PM
Viewed: 10/26/2023 4:25:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 11/15/2023 10:50:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Seth Garcia
Seth.Garcia@cityofdenton.com
Program Manager
Security Level: Email, Account Authentication
(None)
Sent: 11/15/2023 10:50:13 AM
Electronic Record and Signature Disclosure:
Accepted: 11/14/2023 9:34:32 AM
ID: 308b44a2-7441-42fc-b4f0-c500a4683229
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/18/2023 1:37:37 PM
Envelope Updated Security Checked 10/26/2023 1:35:52 PM
Envelope Updated Security Checked 10/26/2023 1:35:52 PM
Envelope Updated Security Checked 10/26/2023 1:35:52 PM
Envelope Updated Security Checked 10/26/2023 1:35:52 PM
Envelope Updated Security Checked 10/26/2023 1:35:52 PM
Certified Delivered Security Checked 11/15/2023 10:48:58 AM
Signing Complete Security Checked 11/15/2023 10:50:08 AM
Completed Security Checked 11/15/2023 10:50:13 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
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Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Joe Dooley, Trevor Crain, Jesus Salazar, Seth Garcia
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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