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2017-05-02 Agenda with Backup
Cit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Meeting Agenda City Council Tuesday, May 2, 2017 2:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, May 2, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for Mav 2, 2017. 3. Work Session Reports A. ID 17-517 Receive a report, hold a discussion and provide staff direction regarding the creation of a small area plan and implementation strategy. Attachments: Exhibit 1 - Small Area Plan Boundary Map Exhibit 2 - RFQ 6224 Scope of Work and Services Exhibit 3 - Staff Presentation B. ID 17-537 Receive a report, hold a discussion, and give staff direction regarding the digital divide and impact to city of Denton residents. Attachments: Exhibit 1 - Digital Divide presentation C. ID 17-538 Receive a report, hold a discussion, and give staff direction regarding maintenance and improvements to the IOOF and Oakwood Cemeteries. Attachments: Exhibit 1 - Cemetery Cost Comparison Exhibit 2 - Stone Fence Cut and Paste Sample for Cemetery Fence Oakwood ai Exhibit 3 - 1933 Resolution canvasing the April 4th 1933 election for the City to 1 Exhibit 4 - April 4th Presentation Exhibit 5 - Presentation D. ID 17-590 Receive a report, hold a discussion and give staff direction regarding a requests for resolutions of no objection for two 4% tax credit housing developments, in partnership with the Denton Housing Authority. Attachments: Exhibit 1 - Site Location Map Exhibit 2 - Site Plan City ofDenton Page 1 Printed on 412812017 City Council Meeting Agenda May 2, 2017 Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: A. ID 17-120 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a report involving public power competitive and financial matters, hold a discussion, and give staff direction regarding (i) the Energy Trading Risk Management (ETRM) software and support contract with ABB/Ventyx and an amendment to the same, (ii) the evaluation and selection of a new ETRM vendor in accordance with the City's competitive bidding process, and (iii) the execution of a contract with the new ETRM vendor. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. B. ID 17-588 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and underlying issues and merits of an appeal styled Rushing, et al. v. City of Denton, Cause No. 02-16-00330, currently pending in the Court of Appeals for the Second District of Texas. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and City ofDenton Page 2 Printed on 412812017 City Council Meeting Agenda May 2, 2017 indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-299 Mayor's Day of Concern for the Hungry B. ID 17-541 Bike Month contract for the purchase C. ID 17-544 Denton Children's Mental Health Awareness Day Solid Waste Department; D. ID 17-545 National Day of Prayer USA, E. ID 17-546 Motorcycle Safety and Awareness Month Public F. ID 17-563 National Small Business Week 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. C. Additional Citizen Reports - This section of the agenda permits any person not registered for a citizen report to make comments regarding public business on items not listed on the agenda. This is limited to two speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) shall have filed a 'Blue Card" requesting to speak during this period prior to the calling of this agenda item. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — L). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — L below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 17-427 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute an amendment to the Energy Trading Risk Management Contract with ABB/Ventyx. The Public Utilities Board recommends approval (6-0). Attachments: ABB Ventyx Ordinance B. ID 17-474 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of refuse and recycling containers for the City of Denton Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6379 -awarded to Roll -Offs USA, Inc. in the three (3) year not -to -exceed amount of $1,950,000). The Public Utilities Board City ofDenton Page 3 Printed on 412812017 City Council Meeting Agenda May 2, 2017 recommends approval (6-0). Attachments: Exhibit 1 -Evaluation and Pricing Sheet Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance C. ID 17-479 dff-L.,.....« D. ID 17-534 dff-L.,.....« E. ID 17-535 Attachments: Exhibit 4 -Contract Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the 9/11 Firefighter's Memorial Bell Tower project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6391C -awarded to Links Construction, LLC in the amount of $165,043.60). The Public Art Committee recommends approval of the design concept (8-0). Exhibit 1 -Project Rendering Exhibit 2 -Evaluation and Ranking Sheet Exhibit 3 -Public Art Committee Minutes Exhibit 4 -Ordinance Exhibit 5 -Signed Contract Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the City of Richardson, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 6441 -Cooperative Purchasing Program Agreement with the City of Richardson). Exhibit 1 -Durable Specialties Contract Exhibit 2 -Ordinance Exhibit 3 -Interlocal Agreement Consider adoption of an ordinance accepting competitive proposals and awarding a five (5) year contract for Tennis Instructor Services for the City of Denton Parks Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6343 -Tennis Instructor for City of Denton awarded to Gray Event Management LLC, dba Bad Dawg Tennis in the five (5) year not -to -exceed amount of $750,000). Exhibit 1 -Pricing Sheet Exhibit 2 -Program Evaluation Form Exhibit 3 -Ordinance Exhibit 4 -Contract F. ID 17-543 Consider adoption of an ordinance of the City of Denton, Texas, authorizing a waiver for the Texas Municipal Power Agency's (TMPA) decommissioning plan deadline for the Gibbons Creek power plant, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned; and providing an effective date. The Public Utilities Board recommends approval (6-0). City ofDenton Page 4 Printed on 412812017 City Council Meeting Agenda May 2, 2017 Attachments: Ordinance Decommissioning Plan G. ID 17-549 Consider approval of a resolution re -appointing a member to the Board of Directors of the Texas Municipal Power Agency, a Joint Powers Agency, representing the City of Denton, Texas; and declaring an effective date. Attachments: Exhibit 1 Letter from TMPA Exhibit 2 TMPA Board Resolution H. ID 17-558 Consider approval of a resolution specifying the intent of the City of Denton, Texas to designate a 25.630 acre tract out of a 340.469 acre tract previously purchased by the City of Denton in November 2016 for Denton Enterprise Airport use; and providing and effective date. (Denton Enterprise Airport: West Parallel Runway Project (Eagle Farms, Inc. and John Porter Auto Sales, Inc.) Attachments: Exhibit 1 - Location Map Exhibit 2 - Site Map Exhibit 3- Resolution L ID 17-565 Consider approval of a resolution reappointing Timothy S. Fisher as the City's representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District. The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 March 24, 2017 Letter from UTRWD Exhibit 2 Resolution Exhibit 3 PUB Minutes 4-24-17 J. ID 17-566 Consider approval of the minutes of April 18 and April 25, 2017. Attachments: Exhibit 1 - April 18, 2017 Minutes Exhibit 2 - April 25, 2017 Minutes K. ID 17-569 Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees and discounts in conflict with such schedule; and providing for severability and an effective date. Attachments: Exhibit 1- Wave Pool Presentation Exhibit 2 - Ordinance with Exhibit A Schedule of Fees L. ID 17-584 Consider adoption of an ordinance authorizing the City Manager to execute a water main cost participation agreement between the City of Denton, Texas and Love's Travel Stops & Country Stores, Inc. for the City's participation in the oversizing of water mains and in accordance with the terms and conditions of this ordinance; authorizing the expenditure of funds therefore; and providing an effective date. (In the not -to -exceed amount of $80,322.16) Attachments: Exhibit 1 - Location Map Exhibit 2 - Tabulated Calculation of the Oversize Participation Amount Exhibit 3 - Water Main Cost Participation Agreement Exhibit 4 - FY 2017 C1 Detail Sheet Exhibit 5 - Ordinance City ofDenton Page 5 Printed on 412812017 City Council Meeting Agenda May 2, 2017 5. PUBLIC HEARINGS A. ID 17-369 Hold a public hearing, and discuss, deliberate and provide staff with direction regarding the proposed site for construction, expansion, and use of an electric power transmission substation generally located in the northeast corner of East Sherman Drive and Hartlee Field Road; as part of Denton Municipal Electric's service territory. [Hartlee Field Substation] Attachments: Exhibit 1 DME Substations Locations Map Exhibit 2 Hartlee Field Options Map Exhibit 3 Revised Yellow Site Option Exhibit 4 Project Information Sheet B. Z16 -0028a Hold a public hearing and consider adoption of an ordinance to rezone approximately 0.550 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is generally located at 1604 West Hickory Street approximately 85 feet east of North Avenue C in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommends approval (4-2). (Z16-0028, Harris). Attachments: Exhibit 1 - Staff Analysis Exhibit 2 - Site Location Map Exhibit 3 - Existing Zoning Map Exhibit 4 - Future Land Use Map Exhibit 5 - Proposed Zoning Map Exhibit 6 - Permitted Uses Table Exhibit 7 - Presentation Slides Exhibit 8 - Public Notification Map and Responses Exhibit 9 - Planning and Zoning Commission Meeting Minutes Exhibit 10 - Draft Ordinance C. S 17-0002a Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit to allow for a high school use on approximately 13.73 acres. The property is generally located at the southwest corner of the East University Drive and Nottingham Drive intersection. The Planning and Zoning Commission recommends approval with conditions (6-0). (S 17-0002, Denton Calvary Academy High School). City ofDenton Page 6 Printed on 412812017 City Council Meeting Agenda May 2, 2017 Attachments: Exhibit 1 - Staff Analysis Exhibit 2 -Aerial Map Exhibit 3 -Zoning Map Exhibit 4 - Future Land Use Map Exhibit 5 - Site Plan Exhibit 6 - Ordinance 99-277 Exhibit 7 - Parking Agreement Exhibit 8 - Criteria for Approval of a SUP Exhibit 9 - Public Notification Map and Responses Exhibit 10 - Presentation Slides Exhibit 11 - Draft Ordinance 6. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the goveming body that was attended or is scheduled to be attended by a member of the goveming body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2017 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800 -RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 7 Printed on 412812017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IEN' `IN File #: ID 17-517, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services CM: Todd Hileman Date: May 2, 2017 SUBJECT Receive a report, hold a discussion and provide staff direction regarding the creation of a small area plan and implementation strategy. BACKGROUND On January 26, 2016, City Council directed staff to update the Fry Street Small Area Plan. Upon further evaluation, it was determined that the area affected by development pressures was broader, which resulted in expanding the study area from approximately 97 acres to approximately 1,200 acres. Small Area Plan Boundary Map Exhibit 1 has been included for reference. The study area is primarily comprised of single-family and multi -family residential uses, with retail and commercial development along major roadways. The Oak Hickory Historic District, West Oak Historic District and the University of North Texas (UNT) campus are situated in the study area. For the purposes of the small area plan, the study will not include the land area or facilities that are within the UNT campus boundaries, but will influence the recommendations and implementation strategies developed. The small area plan and an implementation strategy will include: • An evaluation of existing land use, ownership, parcel size, vacant land, building and property condition, adjacent use impacts, recent development trends, building height, building area, and residential density; • Urban design strategy which includes recommendations for streetscape, neighborhood preservation, open space, infrastructure standards and commercial facilities; • Development standards and strategies that will provide appropriate transitions in scale, use, character and intensity between the established neighborhoods and the UNT campus; • Development standards and strategies to buffer and enhance the Historic Districts; • An evaluation of the street network and street design standards that will improve mobility for all users; • Analysis of the public realm, evaluating intersection treatments, pedestrian facilities, parking facilities, City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-517, Version: 1 signage, street lights, traffic and building signage, and landscape condition; • Design standards for the street network that will enhance the public realm and pedestrian, bicycle, transit and vehicular circulation and connectivity; • Recommendations for a parking solution for the residential and commercial areas situated outside the UNT campus boundaries that help meet demands while maintaining the property values and character of the neighborhoods; • An evaluation of the type of housing that should be promoted and design standards pertinent to the conversion of single family dwellings to rental properties; • Survey of existing and potential resources and/or techniques for financing capital improvements; and • Implementation strategies, including an overall improvement plan assessing capital improvements needs, recommended ordinances, policies and design standards, short-term projects that are capable of having early positive impact on study area, and budget strategies necessary to implement the plan. To enable the implementation of necessary thresholds ensuring compatible development patterns for the study area, a Request for Qualification (RFQ) for consultant services to develop the small area plan was issued on March 29, 2017. RFQ 6224 Scope of Work and Services has been included as Exhibit 2 for reference. Staff will provide information regarding the qualifications that were submitted in response to the RFQ, and the proposed contract between the City and the selected consultant at the May 23, 2017, City Council meeting. PROJECT SCHEDULE Release of RFQ - March 29, 2017 Pre -Submittal Conference - April 10, 2017 Deadline for Qualifications - April 18, 2017 Interviews with top ranked firms - April 26, 2017 Evaluation - April 28, 2017 Completion of Negotiations - May 8, 2017 Council Approval/Official Award - May 23, 2017 Start of Project - May 2017 Completion of Project- May 2018 PRIOR ACTION/REVIEW (Council, Boards, Commissions) January 26, 2016 - Council directed staff to update the Fry Street Small Area Plan. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFAs and related goals: Related Key Focus Area: Related Goal: Economic Development 3.4 Encourage development, redevelopment, recruitment, and retention City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI File #: ID 17-517, Version: 1 EXHIBITS 1. Small Area Plan Boundary Map 2. RFQ 6224 Scope of Work and Services 3. Staff Presentation Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI Exhibit 2 RFQ 6424 Scope of Work and Services SECTOR 1 SOUTH NEIGHBORHOODS SMALL AREA PLAN AND IMPLEMENTATION STRATEGY I. Purpose The City of Denton invites qualified consultants to submit their qualifications to develop a small area plan, which will include a comprehensive land use plan and implementation strategies, for an area within the city boundaries that is referred to "Sector 1 South Neighborhoods." The project will be managed by the City's Development Services Department - Long Range Planning Division. Background The Denton Plan 2030, the City's comprehensive plan, recommends the creation of a small area plan to guide the physical development of the neighborhoods surrounding the University of North Texas (UNT) campus. The Sector 1 South Neighborhoods Small Area Plan will build on the broad goals and policies in the Denton Plan 2030 to address site-specific planning issues of the study area, and provide policy guidance for future development and investment decisions. The Sector 1 South Neighborhoods Small Area Plan study area is approximately 1200 acres, and bounded on the north by Panhandle Street, on the east by Fort Worth/Carroll, and on the west and south by Bonnie Brae Street and IH -35E. A map is provided in Section VII of this document. The flagship campus of UNT, one of the largest universities in Texas and one of the most important public research institutions in the nation, is located in the study area. Current enrollment at the UNT campus in Denton is over 36,000 students, and is projected to increase to 45,000 by 2020. For the purposes of the Sector 1 South Neighborhoods Small Area Plan, the study area does not include the land area or facilities that are within the UNT campus boundaries. The Sector 1 South neighborhoods are comprised primarily of multi -family and single-family residential uses, with retail and commercial development along major roadways. The Oak Hickory and West Oak Historic Districts, the city's most historically significant residential areas are contained in the study area. As a consequence of their proximity to the UNT campus, the single- family residential areas have been heavily impacted by traffic, parking overspills, the expansion of rental housing for students, and the university's property acquisition for campus expansion. The goal of the planning process is the development of a comprehensive small area plan and a clear implementation action plan that is prioritized and sequenced for the greatest effectiveness. The objectives of the planning process include: • To establish development standards that will provide appropriate transitions in scale, use, character and intensity between the established neighborhoods and the UNT campus • To develop design standards for the street network that will enhance the public realm and pedestrian, bicycle, transit and vehicular circulation and connectivity • To develop an urban design strategy to enhance the visual and physical connections between the established neighborhoods and the UNT campus • To establish development standards and strategies to buffer and enhance the Oak Hickory and West Oak Historic Districts Exhibit 2 RFQ 6424 Scope of Work and Services • To develop design standards for parking structures and lots, and make recommendations for a parking solution that meets demand while maintaining the property values and character of the established neighborhoods that surround the UNT campus ll. Scope of Services The Scope of Services summarizes the services and deliverables required to complete the project. Consultants should use the information in this section as the basis for preparing their approach to the work in Section III.A.5. The scope of the project involves four phases of work as follows: Phase 1: Inventory and Database Development Phase 2: Community Assessment/Analyses Phase 3: Development and Evaluation of Alternative Land Use Plans Phase 4: Development of Sector 1 South Neighborhoods Small Area Plan and Implementation Strategy Phase 1 Inventory and Database Development A. Database Development 1. Review existing plans, including Denton Plan 2030, Planning Town -Gown Relations: An Ethnographic Study of Denton University Neighborhood District; City of Denton 2015 Mobility Plan, Update to Pedestrian and Bicycle Linkage Component of Denton Mobility Plan, UNT 2013 Campus Master Plan Update, UNT Transportation Plan, and Environmental Assessment of IH -35E. 2. Assemble existing GIS data from the City in order to update/create the following data layers: land use, street network, street conditions, street widths, traffic counts, sidewalk network, sidewalk conditions, bicycle facilities, transit lines, transit amenities, zoning, housing conditions, real estate market trends, existing and planned private and public construction projects, and environmental analyses. 3. Review data, identify gaps and areas that need updating, and focus data collection on those areas. 4. Prepare demographic and economic profiles, including population projections and trends of socio-economic variables. 5. Survey existing and planned public facilities and services to determine whether capacity problems exist and expansion is needed to accommodate growth. The following public facilities, utilities and services should be inventoried: transportation facilities, water service, sanitary sewers, storm drainage, parks and recreational facilities, police service, and fire protection. Identify opportunities for improvement or expansion for which the development potential would be constrained by public facilities and services at currently planned levels. B. Study Input 1. Meet with Technical Advisory Committee, comprised of staff from various departments, and obtain input regarding the policy context of the project. Exhibit 2 RFQ 6424 Scope of Work and Services 2. Develop a summary report, including the delineation of key issues and land use objectives that are derived from review of past plans and meetings with City staff. 3. Prepare and execute a community outreach plan for key stakeholder members. A series of public meetings shall be held to engage the community in the planning process. The plan should include community -wide workshops and on-line engagement tools. Phase 2 Community Assessment/Analyses Complete a comprehensive of key issues associated with land use, transportation, urban design, parking facilities, housing, policies and regulations, and financial resources. Record collected geographic data within a geodatabase containing GIS feature classes. A. Land Use 1. Complete assessment and parcel -by -parcel inventory of properties. Evaluate the following data categories: existing land use; ownership; parcel size; vacant land; building and property condition; adjacent use impacts; recent development trends; building height; building area; and residential density. B. Transportation (General) 1. Evaluate street conditions throughout the study area. 2. Evaluate the functional classification of streets and street design standards in the City of Denton Mobility Plan. Determine the ability of street design standards to incorporate context sensitive solutions that enhance the public realm and improve mobility of all users. 3. Assess sidewalk conditions throughout study area. 4. Evaluate transit routes, including frequency of service, and transit amenities. 5. Evaluate bike routes and pedestrian connections throughout study area. 6. Evaluate transportation services as they relate to access for area residents, commuters, employers and customers. Analysis should include automobile, transit and non -motorized transportation options, as well as opportunities to use TSM/TDM and land use planning techniques to reduce trip generation. C. Public Realm (IH -35E, Arterial and Collector Streets) 1. Conduct analysis of intersection treatments, pedestrian facilities, parking facilities, signage, street lights, traffic and building signage, and landscape condition. 2. Evaluate condition of utilities to determine whether capacity problems exist and improvements are needed. 3. Determine location of potential gateways for key intersections along corridors to enhance appearance and create community identity. 4. Provide recommendations for roadway design and streetscape enhancements, including pedestrian circulation system improvements; parking improvements; landscape planting; public open space; transit; bicycle amenities; street furniture; traffic and informational signage; and street and pedestrian lighting. Exhibit 2 RFQ 6424 Scope of Work and Services D. Urban Design 1. Determine the conditions that contribute to or detract from the appearance and environmental quality of the study area, and determine means by which adverse visual conditions can be eliminated or reduced. Develop guidelines for urban design regarding: mitigation of adverse impacts of potential development on surrounding historic and traditional single-family neighborhoods; opportunities for public or private investments to improve the urban design of existing neighborhoods; public art; etc. 2. Propose an urban design strategy suited to long-term development, including recommendations for streetscape, neighborhood preservation, open space, infrastructure standards and commercial facilities. E. Parking Facilities 1. Assess parking conditions in areas outside the boundaries of the UNT campus. Assessment will include public parking lots, private parking lots, and private and public on - street parking. 2. Evaluate design standards for parking structures and lots, and determine their ability to mitigate negative visual impacts to residential properties and streetscapes. 3. Conduct a neighborhood parking demand analysis. 4. Evaluate the feasibility of a residential parking program to help increase on -street parking for neighborhood residents. F. Housing 1. Determine the type of housing (e.g., new housing, affordable housing, student housing, etc.) that can and should be promoted. Identify existing housing stock (including housing in historic districts and established neighborhoods) that should be protected, and indicate appropriate locations for new housing. 2. Conduct an analysis of the City of Denton Development Code, and other city regulations to monitor the conversion of single family dwellings to rental properties. Evaluate design standards pertinent to the conversion of single family dwellings to rental properties. Evaluate effectiveness of regulations pertaining to the maintenance of converted rental properties. G. Policies and Regulations 1. Determine zoning code changes to promote mixed-use, pedestrian friendly development. Identify design standards that address the following: vehicular and pedestrian circulation; building and site signage; landscaping; parking; lighting; public open spaces; building envelopes for development parcels including height, bulk, massing, setbacks and architectural character. 2. Assess current regulations, including the City of Denton Development Code, to determine its effectiveness to guide development in a manner beneficial to the study area. Determine what changes should be considered in regulatory provisions and procedures. 0 Exhibit 2 RFQ 6424 Scope of Work and Services 3. Review the City's past use of existing tools for economic revitalization and propose new tools or new uses of old tools to accomplish the necessary upgrades in the community. H. Financial Resources 1. Survey existing and potential resources and/or techniques for financing capital improvements to provide a basis for assessing the financial feasibility and fiscal implications of development alternatives in the Sector 1 South Neighborhoods Small Area Plan. 2. List the advantages and disadvantages of various financial resources for financing public improvements. Identify the most appropriate use for each resource or technique. Community Assessment/Analyses Report 1. Develop a report that summarizes the findings and analyses in Phase 2, including an evaluation of existing conditions, trends, and projections of future conditions. Identify major issues associated with land use and transportation that need to be addressed through the planning process. Define goals, objectives and policy guidelines for land use that will be used for the evaluation of the land use alternatives. 2. Make preliminary recommendations on roadway design, streetscape enhancements and zoning for major roadways in study area. 3. Prepare a draft zoning overlay district ordinance for major roadways in study area. Phase 3 Development of Alternative Land Use Plans A. Alternative Land Use Plans 1. Prepare development concepts, plans and maps illustrating three (3) alternative land use proposals for the planning study area. The alternatives should address: varying land use mixes and intensities, alternative local circulation, public realm improvements, urban design choices and implementation prospects. The evaluation of land use plan alternatives should consider the following: impacts on established neighborhoods, economic and market feasibility, sustainability, community character, fiscal consequences, impacts on public services and facilities, and implementation feasibility. The impacts and issues associated with each land use alternative proposal should be prioritized for the purpose of determining a preferred plan. B. Alternative Analyses Report 1. Develop Alternative Analyses Report that describes the alternative plans, including maps, graphics, and GIS data of a minimum of three alternative future land use scenarios developed and analyzed in Phase 3. Each alternative plan will include an analysis of desirable and feasible patterns of land use. Phase 4 Comprehensive Small Area Plan and Implementation Strategy A. Land Use Plan Synthesize the results of the analyses to prepare the Sector 1 South Neighborhoods Small Area Plan. The small area plan will include the description of the recommended land use alternative and an action plan for its implementation. The land use plan will include sections on the following: a) statement of goals and objectives; b) existing conditions; c) description and summary of Exhibit 2 RFQ 6424 Scope of Work and Services analyses; d) analysis of alternative land use proposals; e) recommended land use alternative; f) detailed implementation strategies; and g) description of public participation and feedback involved in the planning process. B. Implementation Strategy Develop the implementation strategy to carry out the land use and development recommendations for the preferred land use alternative. The implementation strategies will include the following: 1. Prepare a cost breakdown of proposed improvements and an overall improvement plan identifying needed capital improvements and assigning them priority. 2. Determine the budget strategies necessary to initiate the plan. 3. Develop a financing program establishing procedures for funding public sector improvements and attracting and assisting private projects when necessary. 4. Identify federal and state funding sources that can be used to implement the recommended improvements. 5. Recommend ordinances, policies and design standards that will assist the implementation of the Sector 1 South Neighborhoods Small Area Plan. 6. Recommend incentives, regulations and use of zoning, subdivision, site planning or other tools to implement the urban design strategy. 7. Recommend regulatory procedures and provisions necessary to secure compliance with plan objectives and program specifications. 8. Recommend alternate approaches for encouraging quality design and layout of neighborhoods and commercial development. 9. Develop strategies for use of public improvements and private property guidelines to create a visual identify for special project sites. 10. Identify short-term projects that are capable of having early positive impact on study area. 11. Recommend a development phasing plan. C. Sector 1 South Neighborhoods Small Area Plan and Implementation Strategy 1. Develop draft Sector 1 South Neighborhoods Small Area Plan. Provide digital files of the entire document, including graphics, and two hardcopies of the entire document, including graphics to the City of Denton. 2. Within one week of City Council approval, complete final Sector 1 South Neighborhoods Small Area Plan. Provide digital files of the entire document, including graphics, and two hardcopies of the entire document, including graphics to the City of Denton. Exhibit 2 RFQ 6424 Scope of Work and Services 3. Develop summary version of the report, with program highlights and key recommendations, for general community distribution. Provide digital files of the entire document, including graphics, and two hardcopies of the entire document, including graphics to the City of Denton. 4. Submit all GIS files illustrating the final plan as geodatabases to the City of Denton. III. Previous Studies and Documents The City of Denton and other organizations have completed various studies about the study area. These documents will provide a basis for the preparation of the Small Area Plan. A partial list of documents follows: • Denton Plan 2030, City of Denton, 2015 • Planning Town -Gown Relations: An Ethnographic Study of Denton University Neighborhood District, UNT, 2017 • 2015 Mobility Plan, City of Denton, 2016 • Update to the Pedestrian and Bicycle Linkage Component of the Denton Mobility Plan, City of Denton, 2012 • Oak -Hickory Historic District Ordinance and Map • West Oak Hickory Historic District Ordinance and Map • UNT Campus Master Plan, UNT, 2013 • UNT Transportation Plan • Bonnie Brae Corridor Widening Project, City of Denton • Environmental Assessment for IH -35E North Section from FM 2181 to US 380 — Denton County, Texas, TXDOT, 2011 • Fry Street Small Area Plan, City of Denton 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 17-537, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Technology Services DCM: Bryan Langley AGENDA DATE: May 2, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the digital divide and impact to city of Denton residents. BACKGROUND Digital technology has changed the way people around the world work, learn, access information and communicate. Access to broadband has become essential to make progress in all areas of community development -education and workforce development, health, housing, small-business development and access to financial services. Furthermore, as the digital economy grows, digital inclusion represents economic inclusion. Yet broadband access and adoption continue to lag behind for certain population segments, including low-income and rural communities. This is referred to as the digital divide-i.e., the gap between people who have access to broadband services and know how to use the internet and those who do not have such access or knowledge. The digital divide leads to further economic, social and political disparities for low-income and underserved populations. The city of Denton is attempting to bridge the digital divide gap by offering free Wi-Fi and Internet access to all of its residents at all the libraries, public facilities and downtown by the courthouse square. Additionally, Denton Libraries provide over 16 programs related to technology which include; Microsoft Office training, computers with special software, online training and tutorials, laptops and IPads at each library location. The goal is to give all economic groups equal access to the opportunities of the digital age. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-537, Version: 1 community EXHIBITS 1. Digital Divide Presentation Respectfully submitted: Melissa Kraft Chief Technology Officer City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI Cil C\4 C: 04 rZ D 0 >- 0 u :2 m um� I m . so is El is i x a- M 0 LO Ln CD CD w CO LO 0 Ln �g 06 m ' G CD aq� m ®CD04 CO LO D w CD NO Ci D U'" go* w I U 9 cl 'C411 'dc, . . '4-1 . 'o -c" '4-1 . ',I-cl 'dc, . ci ci cj cj C.") C) C.") C.) 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McKinney St. Denton, Texas 76201 www.cityofdenton.com I1EYFON Legislation Text File #: ID 17-538, Version: 1 AGENDA DATE: DEPARTMENT: DCM: AGENDA INFORMATION SHEET May 2, 2017 Parks and Recreation Bryan Langley SUBJECT Receive a report, hold a discussion, and give staff direction regarding maintenance and improvements to the IOOF and Oakwood Cemeteries. BACKGROUND On March 22, 2016, Parks and Recreation staff received direction from City Council to identify funding in the 2016-17 budget for general enhancements to the City's two cemeteries (Oakwood Cemetery and IOOF Cemetery). After reviewing the scope of the project, staff submitted a supplemental budget package which was approved in FY 2016-17 for one-time funding in the amount of $152,596 for a contractor to perform a cemetery mapping and assessment study. Staff released an RFP for the study with only one (1) responsive proposal received from Texas Cemetery Restoration, LLC, due to the highly specialized nature of this work. At the April 4, 2017, session of City Council, staff presented a contract for consideration with Texas Cemetery Restoration, LLC, to provide 1) GPS and GIS mapping of the IOOF and Oakwood Cemeteries ($79,872) and 2) an assessment of all monuments to evaluate condition and provide a priority -based repair schedule ($57,060). The total amount for the proposed contract is $136,932. Since the budget for the project is $152,596, the available amount of $15,664 could be used to begin work on restoring some cemetery monuments and install division markers. During the April 4 presentation, Council asked staff to bring back additional information about numerous aspects of the cemeteries and the proposed contract. Please find below follow-up information that will be presented at May 2, 2017, Council meeting. 1) Does the City own the cemeteries? What commitment was made to maintain them? Oakwood Cemetery- According to historical, local newspaper articles, the City purchased 3.81 acres of cemetery property for $385.00 on April 11, 1891. In 1915, determining ownership of Oakwood was an important matter to resolve because Mayor Foreman had appropriated $100 for cemetery maintenance. IOOF Cemetery- In April of 1933, the citizens of Denton voted to "take over and maintain the Odd Fellows Cemetery in the City of Denton." This vote also authorized the City to collect "a tax of not to exceed two cents on each one -hundred dollar valuation on all taxable property in the City of Denton, Texas, for the maintenance of the cemeteries belonging to the City of Denton, Texas." City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-538, Version: 1 2) What is the cost to purchase a burial plot in the Oakwood and IOOF cemeteries? How many plots are available for purchase? How do these costs compare to other local cemeteries? Oakwood Cemetery- A standard plot at Oakwood Cemetery costs $350 (62 are available). IOOF Cemetery- A standard plot at IOOF Cemetery costs $600 (528 are available), an infant plot costs $250 (42 are available), and a columbarium plot costs $100 (72 are available). The prices were last increased in September, 2009. Staff was instructed by City Council to leave the Oakwood price at $350 and only increase the IOOF plots from $350 to $600. (See Exhibit 1 for comparison of local cemeteries) 3) What is the annual cost to maintain City cemeteries? In Fiscal Year 14/15, the total cost to maintain both cemeteries was $132,046. In Fiscal Year 15/16, the total cost was $145,806. These figures include contract mowing and tree trimming, plus staff labor, equipment, and supplies. In FY 2015-16 a combined 70 plots were sold at both cemeteries. Total revenue that year was $41,800. 4) When were the CIP Bonds sold to replace the fence? How much was identified for this project? How much funding remains? The fence replacement for both cemeteries was approved as part of the 2005 CIP. $180,000 in bonds were sold in 2007 and a balance of $133,714remains. A Purchase Order was issued to Teague, Nall & Perkins on May 3, 2011, to design this project. The application for a Certificate of Appropriateness (COA) was filed with the Historical Landmark Commission on May 7, 2012, and turned down on August 14, 2012. Redesign was completed and a COA for Oakwood was approved on July 8, 2013. No COA was required for IOOF but it was recommended by the Historical Landmark Commission that the same fence be used for both cemeteries. 5) What is the cost of the new fence? Staff has worked with the Texas Correctional Industries to obtain pricing for a fence that will meet the COA requirements. The fence and concrete mow strip cost approximately $78 per linear foot and the stone columns required by the COA cost approximately $3,500 each. In comparison, a standard chain link fence with a mow strip costs approximately $30 per linear foot to install. Staff will move forward with using the remaining CIP funds to fence the only section of Oakwood Cemetery that has never been fenced. The section of Oakwood fence that is proposed will cost $61,712.88 and requires 7 columns costing $24,567. The total project cost to install fence on Bradshaw and Prairie Streets at Oakwood Cemetery is $86,280. The cost to replace the remaining chain link fence at Oakwood Cemetery with ornamental steel and stone columns is estimated to be $201,000. The cost to replace the chain link fence on Carroll and Eagle Streets at IOOF Cemetery with ornamental steel and stone columns is estimated to be $220,000. The cost to replace all remaining fences at IOOF Cemetery with chain link fence is estimated to be an additional $101,000 bring the total project cost at IOOF Cemetery to $321,000. At the May 2 Council Meeting, staff will be seeking direction regarding uses for the FY 2016-17 one-time funding in the amount of $152,596 for maintenance and improvements to the IOOF and Oakwood City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI File #: ID 17-538, Version: 1 Cemeteries. The following were options that were discussed: 1. Proceed with consideration of a contract for Texas Cemetery Restoration, LLC, to perform a cemetery mapping and assessment study in the amount of $136,932, and use the remaining $15,664 to begin work on restoring some cemetery monuments and install division markers; 2. Use the entire budgeted amount to begin restoration work at both cemeteries. 3. Use the budgeted amount to begin replacement of fencing at IOOF Cemetery with the goal to match existing fencing at Oakwood Cemetery by recommendation of the Historical Landmark Commission. Staff recommends moving forward with the mapping and assessment contract with Texas Cemetery Restoration, LLC. In addition, staff is proceeding with the planned fence replacement at Oakwood Cemetery. FISCAL INFORMATION Funding for the replacement fences was approved in the 2005 CIP. $133,713.94 remains in this project account. Funding for the mapping project was included as a Supplemental Package in the FY 2016-17 budget. $152,596 was funded to perform this work. EXHIBITS 1. Burial plot cost comparison 2. Graphic of proposed fences 3. Document of cemetery transfer to the City 4. Presentation from April 4, 2017 5. Draft presentation for May 2, 2017 Respectfully submitted: Emerson Vorel, Director Parks and Recreation City of Denton Page 3 of 3 Printed on 4/28/2017 powered by L.ag;gl;>karI CEMETERY COST COMPARISON Space Type City of Denton Roselawn City of Gainesville City of Grand Prairie Full Coffin $350-$600 $1780-$2990 $1650-$2550 $2995-$3295 Infant $250 $1,306 $280-$435 $995-$1295 Cremains $100 $500-$1380 $120-$630 $550-$1295 Permit $50 Included $75 Included �EX I -i I ��B FF 2 FA_ i April 14, 1933. Street & Bridge Fund (Contfd) Handy Motor Company J6689 $ 7.20 Mo Dowell-Jaoobsen 6690 3.95 Self Motor Company 6691 29.00 Sparkman Battery & Eleo. Co. 6692 1.00 Foxworth-Galbraith lumber Co. 6693 .70 Mark Hannah 6694 177.50 J. I. Holcomb Co. 6695 16.20 Park Fund: Hugh Davis J677 $42.50 Cash for pay roll 678 49.60 R. L. Spradlin 679 6.50 Foxworth-Galbraith Lumber Co 680 12.65 Erwinis Nursery 681 51.60 S. E. Baker 68$ 35.00 Evers INa.rdware Cc 683 38.40 Monthly reports of B. W. McKenzie, J. W. Erwin, ���,� otp....A F. E. Piner and W. L. Knight were received and ordered filed. A committee was appointed composed of Messrs. Brooks, Hawley and Crain to canvass the returns of an election held April 4th, 1933, and who brought in the following report. We, your committee appointed by the Chairman of the City Commission of the City of Denton, Texas, to canvass the returns of an election held in the City of Denton, Texas, on the first Tuesday in April, 1933, the same being the 4th day of April 1933, beg leave to report as follows: We have carefully canvassed the returns of said election, ani from said returns the following is shown. For City Commissioner (two to elect) there were polled at said election, for P. M. Briokey, 243 votes. R. J. Edwards, 1 vote. For Joe I. Evans, 316 votes. For J. N. Russell, 382 votes. For J. E. Fitzgerald, 553 votes. 7 E I-i -F 3 Section 5, Article 17. The City of Denton shall levy and oolleot a poll tax of one dollar per annum on all male in- habitants between the ages of twenty-one and sixty years, except such as may be exempted by the laws of the State of Texas. Provided that all members of the Denton Fire Depart- ment shall be exempt from the payment of this tax. There was oast fo repeal of Section 5, Article 17 of t/ the City Charter 47 votes. There was oast against repeal of Section , Article 17, of the City. Charter, 62 votes. Section 6, Article 17. The City of Denton shall annually levy and collect on all male inhabitants of the City of Denton between the ages of twenty-one and forty-five, not otherwise exempted herein or by state law, a street tax of live dollars. Provided that five days work on the City streets shall be accepted in full payment thereof; and if the tax is paid before February lot each year, three dollars shall be accepted in full payment. Provided further that all members of the Denton Fire Department shall be exempt from this tax. There was oast at said election the repeal of Section 6, Article 17, of the City Charter, _46_0 votes. There was oast at said election age, the rep of Section 6, Artiole 17, of the City Charter,T76 votes. 2+80 April 14, 1933,. u F 1-i F, That Section 7, Article 17 of the City Charter of the City of Denton, Texas, shall be amended so as to hereafter ,read as follows: Section 7. The"Commission shall make its annual tag levy at its regular meeting in June of each year. There was .oast at p-aV election for said amendment of the City Charter,8 tes. Against said amendment _ of the City Charts , 82 votes. That Section 11, Article 3, of the City Charter of the City of Denton, Texas, shall be amended so as to hereafter read as follows: coot4 1 m' office of +,A r!iter Tre$mi-1t.wr in haw®— uvV VL Vi.c i;.. Y IN by established and created. The City depository here- inafter provided for shall appoint one of its officials who shall perform the duties of City Treasurer without pay, and should the City Depository so selected, fail or refuse to appoint one of its officials, City Treasurer, without pay, then the City Secretary shall perform the duties of City Treasurer without extra vompensation. Said Treasurer shall give such bond as may be required by the Commission. The City Depository shall be seleoted by the Commission for a term of two years, and the bank in the City of Denton, Texas, which shall bid the highest rate of interest on the average daily balanoes, shall be selected, and shall gine a good and sufficient bond as required by law and the Commission. The Commission shall have the right to reject any and all bids offerers. In case the Commission should reject all bids offered and no other bids should be submitted, then and in that event the Cita Secretary shall perform the duties of City Treasurer without extra compensation. There was oar a said election for said amendment to --- City Charter, 4 ter. Against said amendment to the City Chart ', 9votes. Shall the action of the City Commission on the petition of the property owners within the hereinafter described territory be ratified, and shall the hereinafter des- ribed territory be added to the City of Denton; ing a part of the Jonathan Brook Survey in Denton ounty, Texas, and situated about one mile southeast from the County Court House, Denton County. Beginning at a point in the center of the old Dentcnm And Lewisville road, now known as Morse Street, where the center of said street crosses the east corporation limits of the City of Denton, Texas, as of September Roth, 1932, said point also bdng 18 feet south from the $. B. L. of the Jonathan Brook Survey, and the nart4i boundary line of the William j Teague Survey; Thenoe a ft alor;g the center of Morse Street,or the the old Denton to Lewisville road, to parallel with and lb feet south from the.S. B. L. of the Jonathan Brook Survey and the R. B. L. of the William Teague Survey to a corner, sags being 100 feet east.from the east boundary line of a tract of land conveyed to Homer Burr by W. S. Lybuxn, September 24, 1924,.by deed recorded in Volume 193, Page a", Deed Records of Denton County, Texas. Said tract herein mentioned being tract 1, described in foregoing instrument: Thenoe north parallel with and 100 feet east from the said Homer Burr east boundary line 200 feet to a earner; Then** went.to the corporate limits; Thenoe south along the corporate limits as of September 20, 1932, to the place of beginning There was oast at said jelection for ratifiostia d adding said territory to the City of Denton, O votes. Against r xtifi n and adding said Cerrito o the City of Denton ],© votes. U IC M ILpril 14, 1933. Shall the City of Denton, Texas, take over and main- tain the Odd Fellows Cemetery in the City of Denton, Texas, and shall there be levied,asseseand oolleoted a tax of not to exceed two cents on the one hundred dollars valuation on all taxable property in the City of Denton, Texas, for the maintenance of the cemeteries belonging to the City of Denton, Texas. e was oast at said election fora proposition, votes. Against the proposition 96 otes. Respectfully submitted, this the 14th day of April, A. D. 1933. (Signed) W. H. Hawley Chas. E. Crain T. R. Brooks. Committee. Upon motion of Crain, the report of the committee was adopted, and the committee discharged. Upon motion of Hawley, the following resolution was introduced and, upon motion, adopted. WHEREAS, there was an election held in the City of Denton, Texas, on the first Tuesday -in April, the same being the 4th day of said month, at which there was to be elected two commissioners for the City of Denton, and the hereinafter amendments to the City Charter, and other propositions submitted to the voters at said also - tion, at this time came on to be considered by the City Commission of the City of Denton, Texas, the canvassing of the returns of said election, the Chairman of the City Commission appointed Brooks, Hawley and Crain, members of the City Commission, to canvass the returns of said election. And the said sommittee has made its report to this meeting of the City Commission, which has been received and adopters, as the true and correct re- turns of said election, which is as follows: For CityCommissioner,(taro to sleet) there was polled at said election for P. M. Brickey, 243 votes. For Joe I. Evans, 3366 votes. For J. 1', Russell, 382 votes. For J. E. Fitzgerald, 553 votes. For R. J. Edwards,l vote. Section 5, Article 17. The City of Denton shall levy and collect a poll tax of one dollar per annum on all male inhabitants between the ages of 'twenty-one and sixty years, except such as may be exempted by the laws of the State of Texas. Provided that all members of the Denton Fire Department shall be exempt from the payment of this tax. There Me oast f e repeal of Section, Article 17, of the City Charter 476 otos. There was cast against theof Section 5, Article 17, of the City Charter 62 otos. Section 6, Article 17. The JW of Denton shall annually levy and collect on all male inhabitants of the City of Denton between the ages of twenty-one and forty-five, not otherwise exempted herein or by state law, a street tax of five dollars. Provided that five days work on the City streets shall be accepted in full payment thereof; and if the tax is paid before February let, of each year, three dollars shall be alcoepted in full payment. Provided further that all members of the Denton Fire Department shall be exempted from this tax. There was cast at said election for the repeal of section 6, Article 17, of the City Charter, 460 votes. -- ---- 1 - 282 April 14, 1933. There was cast at said election against the repeal of Section 6, Article 17, of the City Charter, 176 votes. That Section 7, Article 17, of the City Charter of the City of Denton, Texas, shall be amended so as to hereafter read as follows: Section 7, The Commission shall make its anneal tax levy at its regular meeting in June of each year. There was cast at said election for said amend- ment of the City Charter, 625 votes._ Against said amendment of the City Charter, 82 votes. Asa a� ." f srt "- 2 0 the City n�.....de�« '166 OQV Yi Vii .L�. VS Yi\!ie U, of he City Charter of the City of Denten, Texas, shall be amended so as to hereafter read as follows: Section 11. The office of the City Treasurer is hereby established and created. The City Depos- itory hereinafter provided for shall appoint one of its officials who shall perform the duties of City Treasurer without pay, and should the City Depository so selected fail or refuse to appoint one of its officials, City Treasurer, without pay then the City Secretary shall perform the duties of City Treasurer without extra compensation. Said Treasurer shall give such bond as may be required by the Com- mission. The City Depository shall be selected by the Cammission for a term of two years, and the bank in the City of Denton, Texas, which eltall bid the highest rate of interest on the average daily balances, shall be selected,and shall give a good and sufficient bond as required by law and the Com- mission. The Commission shall have the right to re- ject any and all bids offered. In ease the Com- mission should reject all bids offered and no other bids should be embmitted, then and in that event the City Secretary shall perform the duties of City Treasurer without extra compensation. There was cast at said election for said amend- ment to the City Charter, 544 votes. Against said amendment to the City Charter, 82 votes. Shall the action of the City Commission of the petition of the property be ratified, and shall the hereinafter described �errj.tory be added to the City of Denton. Being a part of the Jonathan Brook Survey in Denton County, Texas, and situated about one mile southeast from the County Court House, Denton County. Beginning at a point in the center of the old Denton and Lewisville road, now known as Morse 'Street, where the center of said street crosses the east corporation limits of the City of Dent on, Texas, as of September 20th, 1932, said point also being 15 feet south from the S. B. L. of the Jonathan Brock Survey, and the north boundary line of the William Teague Survey. Thence east along the center of Morse Street, or the old Denton to Lewisvale road to parrallel with 'and 15 feet south from the S. B. L. of the Jonathan Brock Survey and the B. B. L. of the William Teague Survey to a corner, same being 100 feet east from the east boundary line of a tract of land conveyed to Homer Burr by W. S. Lyburn, September 20, 1924, by deed recorded in Volume 193, Page 586, Deed Records of Denton County, Texas, said tract herein mentioned being tract 1, described in foregoing instrument. Thence north parallel with and 100 feet east from the said Homer Burr east line, 200 feet to a corner; Thence west to the corporate limits. Thence south along the corporate limits as of September 20,1932 u F 1-11 1V F, U April 14, 1933. M to the lace of beginning. .r p g g There was cast at said election for ratifi- cation and adding said territory to the City of Denton, 504 votes. Against ratification and add- ing said territory to the City of Denton, 106 votes. Shall the City ofDenton, Texas, take over and maintain the Odd Fellows Cemetery in the City of Denton, Texas, and shall there be levied, assessed and collected a tax of not to exceed two cents on the one hundfed dollars valuation on all taxable property in the City of Denton, Texas, for the maintenance of the cemeteries belonging to the City ofDenton, Texas. There was cast at said election for the proposi- tion, 545 votes. Against the proposition, 96 votes. BE IT RESOLVED BY THE CITY CODUAISSI0N OF THE CITY OF DEMON, TEXAS. That the returns of said election is that J. E. Fitzgerald received 553 votes for the office of City Commissioner, and that J. N. Russell received 382 votes for the office of City Commissioner, and that the said two persons each received a greater number of votes than any other person at said election, and were elected Commis;:ioners for a two years term each, be it resolved by the City Commission of the City of Denton that the said J. E. Fitzgerald, and the said J. N. Russell, be and they are each hereby declared elected to the office of City Commissioner for a term of two years. It further appearing that a majority of the votes cast at said election was for the repeal of Section 5, Article 17, of the City Charter of the City of Denton, it is therefore ordered that the proposition to repeal said section of the City Charter carried, and that the said section be and the same is declared repealed and no longer a part of the City Charter of the City of Denton, Texas. It further appearing that a majority of the votes cast at said election was for the repeal of Section 6, Article 17 of the City Charter of the City of Denton, Texas, it is therefore ordered that the proposition to repeal the said section of the said City Charter, carried, and that the said section to the said City Charter be and the same is hereby declared repealed, and is no longer a part of the City Charter of the City of Denton, Texas. It further appearing that a majority of the votes cast at said election was for amending Section 7, Article 17 of the City Charter, it is therefore ordered that the said proposition to amend Section 7, Article 17, of the City Charter of the City of Denton, Texas, be and the same is hereby declared carried, and the proposed amendment is adopted as part of the City Charter of the City of Denton, Texas. It further appearing that a majority of the votes cast at said election was for the proposed amendment of section 11, Article 3, of the City Charter of #4&* Oly=Mhaxler of the City of Denton, Texas, the said amendment is here declared carried, and the proposed /✓ amendment be and the same is declared a part of the City Charter of the City of De nton, Texas. 284 'April 14, 1933. It further appearing that a majority of the votes cast at said election was for the ratification of the action of the City Commission on tlbe petition of property owners within the territory described in the order of election, and in said petition, and that the said described territory be added to the City of Denton; Texas, the same is hereby declared carried and the action of the 10ity Commission on said petition was at said election ratified, and the said described -� territory, be and the same is declared added to the City of Denton, Texas. It further appearing that a majority of the votes cast at said election was for, the following proposition: Shall the City of Denton, Texas, take over and maintain the Odd Fellows Cemetery in the City of Denton, Texas, and shall there be levied, assessed and collected a tax of not to exceed two cents per annum on the one hundred dollars valuation on all taxable property in the City of Denton, Texas, for the maintenance of the cemeteries belonging to the City of Denton, Texas. It is therefore ordered and declared that the said proposition was carried and adopted at said election, and it is ordered that the said Odd Fellows Cemetery be taken over and main- tained by the City of Denton, Texas, and that the said sum not to exceed two cents on the one hundred dollars valuation per annum be levied, assessed and collected on all taxable property in the City of Denton, Texas. Adopted: April 14, 1933. (Signed) J. N. Russell, Chairman. ATTEST: (Signed) J. W. Erwin, City Secretary. Commissioner Fitzgerald present. Resolutions of thanks for the effieient work done by Commissioner Hawley were offered by Mayor McKenzie and Chairman Russell. The Chair announced that the Commission was opened for organization for the ensuing term, and that nominations were in order for the election of a chairman. Motion was made by Crain placing in nomination the name of J. N. Russell for the office of chairman for the ensuing term. No other nomination being made, the question was put by Mayor McKenzie, and resulted in the election of 1dr. Russell to the office of chairman of the City Commission for the ensuing term, and it was so declared. A proposition was submitted by W. M. Jagoe of the Public Construction Company, to apply about 4,000 gallons of asphalt topping on North Elm Street,at ,-� ct bA � •U •� bA ct ct ct ct c O .� � � �" N • ,�' pip � �..� � �+ Ct UN N l . 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McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-590, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman DATE: May 2, 2017 SUBJECT Receive a report, hold a discussion and give staff direction regarding a requests for resolutions of no objection for two 4% tax credit housing developments, in partnership with the Denton Housing Authority. BACKGROUND The Denton Housing Authority (DHA) has been working with a private developer, Ojala Holdings, on two, 4% tax credit housing developments. One of the developments (The Standard at Medpark Station) is proposed to be a 263 unit multi -family development consisting of one, two, and three bedrooms. The other (The Hudson at Medpark Station) is a 160 unit Senior Development consisting of one and two bedrooms. Both of these development projects have gone through the development review and planning and zoning process and have all approvals needed. They plan to partner with the DHA on these developments, which means the developments will be exempt from property taxes. In December of 2016, Ojala obtained an Encouragement Letter from the Department of Housing and Urban Development (HUD) to proceed with the developments. HUD is going to provide debt financing for the construction. If Ojala does not submit full application materials to them by May 17, 2017, they will have to start the process over at a significant cost (upwards of $100,000). They are seeking the resolutions of non - opposition so that they can complete and submit their application to HUD. The proposed developments are located northwest of the Mayhill Road and Colorado Boulevard intersection (Exhibit 1). It comprises the westernmost area, located at the terminus of Hudsonwood Drive, and is approximately 20.49 acres. The developments will be located on both the north and south side of Hudsonwood Drive and will feature two different complexes of apartments, as reflected on the Proposed Site Plan (Exhibit 2). Ojala initially intended to combine the two complexes into one development, but has decided to develop them instead into two separate complexes with their own entrances and amenities. The Standard at Medpark Station will be located on the north side of Hudsonwood Drive and will feature four, three-story multi -family buildings. The buildings will feature a mixture of one, two, and three bedroom units. The proposed buildings are all approximately 16 feet lower than the maximum allowed 50 foot building height, and the density of units on the lot will be 25.56 dwelling units per acre. The total number of units will be 263, which is 148 units less than the maximum that would be permitted for the lot acreage. The second set of apartments that will be known as The Hudson at Medpark Station consists of apartments that City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-590, Version: 1 are age restricted for independent senior living. It will feature two three-story buildings with a mixture of one and two bedroom units. The proposed buildings are both approximately 34 feet tall, and the density will be 24.06 dwelling units per acre. The total number of units will be 160, which is 106 units less than the maximum that would be permitted for the lot acreage. Parking ratio requirement for the developments comply with the Denton Development Code (DDC) standards. Ingress and egress from the multi -family development will be provided along Hudsonwood Drive. Subchapter 13 of the DDC requires a 10 -foot wide landscape buffer with five (5) trees and 30 shrubs per 100 linear feet to be located along the northern and eastern perimeter of the northern lot adjoining the existing single-family residences. Street trees are to be provided along Hudsonwood Drive, and the proposed detention pond will be screened from all sides. Properties to the north, east, and southeast are undeveloped with the exception of a few single-family residences. A multi -family development known as Providence Place II exists on adjoining land to the south and west. The applicant's request to construct two multi -family complexes with a total of 423 units is not inconsistent with the pattern of development in this area of the City and would be comparable to the adjoining multi -family development in scale. The development is also located in relatively close proximity to the MedPark rail station as well as bicycle/pedestrian trails, which would be useful resources for future residents of the area. The Denton Housing Authority (DHA) has entered into a Memorandum of Understanding (MOU) with Ojala Holdings, on two 4% tax credit housing developments. The MOU allows DHA to share in the developer fees and other cash flow that are derived from the sale of low income housing tax credits (if awarded) and bond revenues. These developer fees are usually deferred over a 15-17 year period. DHA has partnered with private developers on three of the eleven tax credit developments in the City. Currently DHA has Pecan Place (1993), Renaissance Courts (2004) and The Veranda (2015). Staff is compiling additional information regarding the details of the partnership and the potential financial benefits to the community, and this information will be provided to the Council as soon as it is received. Also, by Monday we hope to have the business plans for the projects and information on any outreach that has been done to the neighborhood. OPTIONS I. Direct staff to bring forward Resolutions of No Objection for the proposed developments 2. Direct staff to take some other action 3. Take no action PRIOR ACTION/REVIEW (Council, Boards, Commissions) January 10, 2017 - City Council Work Session February 7, 2017 - City Council Work Session February 21, 2017 - City Council Work Session FISCAL INFORMATION None STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-590, Version: 1 Related Key Focus Area: Economic Development Related Goal: 3.1 Develop targeted policies and incentives to achieve desired economic growth EXHIBITS 1. Site Location Map 2. Site Plan Respectfully submitted: John Cabrales Jr. Director of Community Affairs City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I-eg;gl;>karI I`L �I II lil I ' I 'I V I I I 0u o �l 1 jl_L I II II I i I; EI� - — -- — — .II "HillI PRIMARY PRIVATE S7REET O o F r r O u a � I u —-- w I Ln STOCKBRIDGE RD. OD N w Lt I �,nnn�nnn txn I -_ sexal 'uo4ua(j GFB sgm UOU4S >IaadP@W E gN e o a [� a� O d LL�G z p .p p S ul �e ae ue� a $-£ U) a =a� ao_�oo�o �a i W V% l 4 Sx �y I �i a' f aT � I g 1--1 I tlH3Nuroe III u h J >z h s i-- I I�— I� I I`L �I II lil I ' I 'I V I I I 0u o �l 1 jl_L I II II I i I; EI� - — -- — — .II "HillI PRIMARY PRIVATE S7REET O o F r r O u a � I u —-- w I Ln STOCKBRIDGE RD. OD N w Lt I �,nnn�nnn txn I -_ EXHIBIT 2 SUP REQUIREMENTS - SITE PLAN THE STANDARD AT MEDPARK STATION TOTAL PROJECT ACREAGE 10.29 AC TOTAL UNITS 263 DENSITY (DU/AC) 25.56 CURRENT ZONING RCC -D ESTIMATED TIME OF COMPLETION 3rd Quarter - 2019 UNITTYPE % UNITS NO. OF UNITS 1 BEDROOM 16.35% 43 2 BEDROOM 51.33% 135 3 BEDROOM 32.32 85 TOTAL UNITS 100% 263 GROSS FLOOR AREA FLOOR AREA RATIO TOTAL BUILDING AREA 311,512.55 SF 69.55% LEASING/AMENITY/MAIL 5326 SF - LOT COVERAGE PERCENT SQUARE FEET BUILDING FOOTPRINT 22.06% 103,838 PAVEMENT 33.40% 157,205 SIDEWALK 13.12% 61,766 POOL 0.77% 3,626 TOTAL IMPERVIOUS 69.36% 326,435 LANDSCAPE AREA 30.64% 144,208 ENVIRONMENTALLY SENSITIVE AREAS 0.00% 0 BUILDING TYPE STORIES HEIGHT BUILDING 1 3 341-011 BUILDING 11 3 341-011 BUILDING 111 3 341-011 BUILDING IV 3 34'- 0" TRASH ENCLOSURES N/A N/A BUILDING FRONTAGE (WITHIN 20 FEET OF FRONT PROPERTY LINE) DISTANCE PERCENTAGE FRONT PROPERTY LINE 705'-9" 100.00% TOTAL BUILDING FRONTAGE 360'-8" 51.10% EXHIBIT 2 PARKING CALCULATIONS UNIT NO. OF UNITS SPACES PER UNIT TOTAL 1 BEDROOM 43 1.5 65 2 BEDROOM 135 1.75 236 3 BEDROOM 85 2 170 TOTAL REQUIRED PARKING 1.86% 2,453 471 74.39% 98,293 TOTAL IMPERVIOUS 81.00% STANDARD LANDSCAPE AREA 19.00% 422 HANDICAP 0.00% 0 10 ON -STREET* 40 TOTAL PARKING PROVIDED 472 *IN COMPLIANCE WITH DENTON DEVELOPMENT CODE 35.14.5.A: "One off-street parking space credit for every two on -street spaces up to four credits, thereafter one space credit for each on -street parking space." REQUIRED PROVIDED BIKE PARKING 0 30 DETENTION TOTAL DETENTION ACREAGE 3.03 AC LOT COVERAGE PERCENT SQUARE FEET BUILDING FOOTPRINT 0.00% 0 PAVEMENT 4.75% 6,271 SIDEWALKS 1.86% 2,453 DETENTION/RETENTION 74.39% 98,293 TOTAL IMPERVIOUS 81.00% 107,018 LANDSCAPE AREA 19.00% 25,110 ENVIRONMENTALLY SENSITIVE AREAS 0.00% 0 a � n u — w iva o _-r--_--r---r--T--f —F+UDSOPIWOOD RD o Ite& a oo All sexal'uoluaaq N w x qac uope4S >pedpaW E E `� Q! a v o =a" 4e uospnH ayl a ys P ISI d Ih q lal ql �..,.— c �� p0 - o z Z h Z $ sw W ' VIII 01 1 �T a 84Z 111 STOCKBRIDGE RD. C� O o z inw zrx a -------------------------- o x ou N a' � n u — _17 I iva o _-r--_--r---r--T--f —F+UDSOPIWOOD RD UDSONWOOD RD. All ISI d Ih q lal ql �..,.— c �� p0 - o z Z h Z $ Z v � O a g_C�oa � 01 1 �T a STOCKBRIDGE RD. C� O o z inw zrx ou N a' EXHIBIT 2 SUP REQUIREMENTS - SITE PLAN THE HUDSON AT MEDPARK STATION TOTAL PROJECT ACREAGE 6.65 AC TOTAL UNITS 160 DENSITY (DU/AC) 24.06 CURRENT ZONING RCC -D ESTIMATED TIME OF COMPLETION 3rd Quarter - 2019 UNIT TYPE % OF UNITS NO. OF UNITS 1 BEDROOM 70.00% 112 2 BEDROOM 30.00% 48 TOTAL UNITS 100.00% 160 GROSS FLOOR AREA FLOOR AREA RATIO TOTAL BUILDING AREA 153,027.39 57.48% LEASING/AMENITY/MAIL 6,250.01 - LOT COVERAGE PERCENT SQUARE FEET BUILDING FOOTPRINT 17.61% 51,009 PAVEMENT 25.97% 75,201 SIDEWALKS 10.98% 31,797 RETENTION 17.31% 50,130 TOTAL IMPERVIOUS 71.87% 208,137 LANDSCAPE AREA 28.13% 81,459 ENVIRONMENTALLY SENSITIVE AREAS 0% 0 BUILDING TYPE STORIES HEIGHT BUILDING I 3 341-011 BUILDING II 3 341-011 BUILDING FRONTAGE (WITHIN 20 FEET OF FRONT PROPERTY LINE) DISTANCE PERCENTAGE FRONT PROPERTY LINE 705-10" 100.00% TOTAL BUILDING FRONTAGE 421'-6" 59.72% EXHIBIT 2 PARKING CALCULATIONS UNIT NO. OF UNITS SPACES PER UNIT TOTAL 1 BEDROOM 112 1 112 2 BEDROOM 48 1 48 TOTAL REQUIRED PARKING 160 STANDARD 156 HANDICAP 4 ON -STREET * 0 TOTAL PARKING PROVIDED 160 *IN COMPLIANCE WITH DENTON DEVELOPMENT CODE 35.14.5.A "One off-street parking space credit for every two on -street spaces up to four credits, thereafter one space credit for each on -street parking space." REQUIRED PROVIDED BIKE PARKING 0 0 E 0- >, E a >, ai o M o @ z sexal 'uoluap °a HI M uoi1e4S >1aedPaW W uospnH v 8 o o aul Pue paepue4S aul gp4P =a os L ju E 0- >, E a >, ai o M o @ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN' O Legislation Text File #: ID 17-120, Version: 1 Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a report involving public power competitive and financial matters, hold a discussion, and give staff direction regarding (i) the Energy Trading Risk Management (ETRM) software and support contract with ABBNentyx and an amendment to the same, (ii) the evaluation and selection of a new ETRM vendor in accordance with the City's competitive bidding process, and (iii) the execution of a contract with the new ETRM vendor. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON Legislation Text File #: ID 17-588, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's Attorneys on the status, strategy, and underlying issues and merits of an appeal styled Rushing, et al. v. City ofDenton, Cause No. 02-16-00330, currently pending in the Court of Appeals for the Second District of Texas. City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO Legislation Text File #: ID 17-299, Version: 1 Agenda Information Sheet SUBJECT Mayor's Day of Concern for the Hungry City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO Legislation Text File #: ID 17-541, Version: 1 Agenda Information Sheet SUBJECT Bike Month City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO File #: ID 17-544, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Denton Children's Mental Health Awareness Day City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 17-545, Version: 1 Agenda Information Sheet SUBJECT National Day of Prayer City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO Legislation Text File #: ID 17-546, Version: 1 Agenda Information Sheet SUBJECT Motorcycle Safety and Awareness Month City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 17-563, Version: 1 Agenda Information Sheet SUBJECT National Small Business Week City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-427, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Todd Hileman Date: May 2, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute an amendment to the Energy Trading Risk Management Contract with ABBNentyx. The Public Utilities Board recommends approval (6-0). BACKGROUND This agenda item is to seek approval by City Council for an amendment to the existing Energy Trading Risk Management (ETRM) software contract with ABBNentyx. This software is in use by the Energy Management Organization (EMO) as the "System of Record" to track and record energy purchases and sales. As the "System of Record" for EMO transactions, the ETRM software is similar to JD Edwards for City accounting functions. The purpose of the software is: • Records energy transactions • Aggregates transactions and communicates energy schedules with the Electric Reliability Council of Texas (ERGOT) • Tracks our financial results • Provides transaction reporting and; • Provides invoicing and counterparty checkout capabilities Both ABBNentyx and DME believe the existing ETRM system is not appropriate for use with the City's Renewable Denton Plan (RDP) focus for the following reasons: • High variability of renewable PPA agreements require hourly updates to ERCOT • A much larger volume of transactions • ABBNentyx does not plan to enhance their software to accommodate RDP • Because both ABBNentyx and DME have changed their business models, both parties agreed to change the length of the contract term RECOMMENDATION Consideration of approval of an amendment to the Energy Trading Risk Management (ETRM) software system contract with ABBNentyx. City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-427, Version: 1 ESTIMATED SCHEDULE OF PROJECT The existing software contract, once amended, will run through December 1, 2017, following the City Council approval on May 2, 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 28, 2017, a briefing on this matter was provided to the Public Utilities Board and City Council through the Legal Status Memo. In addition, this item was discussed in a Closed Session meeting with the Public Utilities Board on April 24, 2017, and the City Council on May 2, 2017. The Public Utilities Board recommended approval on March 24, 2017 by a vote of 6-0 (PUB 17-082). FISCAL INFORMATION The amended ETRM contract annual operations and maintenance expenses will continue to be funded from account 4 600003.7804.5750A. BID INFORMATION City Procurement issued RFP 46313, in December 2016, for a replacement ETRM software package. The initial evaluation matrix is shown in the figure below. The highest evaluated respondents (1-3) were extended the invitation to submit a Best and Final Offer (BAFO). probable Performance & The final BAFO evaluation matrix is provided below: EXI% TION SCORE kND POINTS FTS Energy Web Hosted Pioneer Solutions Web Hosted tn�ltlial Delivery„', Complllancewith price, 39 Probabl, P'er%rmance & Compliance v fh Specs at S -09a or 50 points Initial l Sb Hosting, E'ktainatt'on 1091 or 10''... Spers,50%or Sl1 40%or40 "liu�fial 4rtaunre 86 1 Aanh Com�,kany solution _. .___....................__�� Scute ._ _ IPtswm .... otrds .... .... rolnts .....,... Vocation .,.,.,.,..... Notes Wob based or Sottwsre 1 Plonreer as aservice 77 5.0 50.0 21.6 Genver,CG Web based orsoftware 2. its as a service 73 5.0 45.0 22.5 Houston, Texas Local or on. 1 Aga co Pnemtlse 68 fit ���• 4(0.0 2361 Dallas„.Tea'as Webbased'� Did not meelthe or software functionality required by 4 CUYTI as'e sRr'Nrre 67 ...., 6 7 ,.,....., 2Y,�0. 4 0 dtl ,_..., MimaOap¢1ia MUNI _..._._ _.. _ Rhe Eb1CU ......__ ............ ...... .. ..._,._... Web based ..............._... Gid Pat meet the or Software runctionality required by 5 softsmIthis as a service 64 10.015.0 39.3 Houston, 3% the F.MG ''... Local or on - 6 FIS '.... premise 55 5.0 40.0 9.6 Houston„. TeNas 'Locaioron- 7 GATT Premise. 50 6.7jijj25.0 10.6 ManneapolYs,MN The final BAFO evaluation matrix is provided below: EXI% TION SCORE kND POINTS FTS Energy Web Hosted Pioneer Solutions Web Hosted :allegro Local Install Price at 40% or 40 pomm 33 40 39 Probabl, P'er%rmance & Compliance v fh Specs at S -09a or 50 points 45 Sb 40 Deavery_ at 10% or 10, pots8 8 10, "liu�fial 4rtaunre 86 1 IDd 4101 Staff will return to the Public Utilities Board on May 8, 2017 for recommendation for approval of the ETRM City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I-eg;il;>karI File #: ID 17-427, Version: 1 contract with Pioneer Solutions, LLC. and the City Council on May 9, 2017 for approval. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit l: Ordinance Respectfully submitted: Phil Williams General Manager Prepared by: Lisa Collaud Business Analyst - Energy Services and Dr. Lance Cunningham Energy Market Manager City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI ORDINANCE NO. 2017 - AN ORDINANCE APPROVING AMENDMENT NO. 1 TO AGREEMENT BETWEEN ABB ENTERPRISE SOFTWARE, INC. AND THE CITY OF DENTON REGARDING CHANGES IN BOTH THE LENGTH OF, AND COMPENSATION DUE TO ABB UNDER, THE AGREEMENT; AUTHORIZATION FOR EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, a Texas home -rule municipal corporation, and Ventyx, Inc., a Delaware corporation, are parties to an Master Customer Agreement, dated June 2, 2014, in which Ventyx provides the energy trading and risk management ("ETRM") software and support services to the City's Energy Management Organization ("EMO") of Denton Municipal Electric; WHEREAS, the agreement between the City and Ventyx was entered into prior to the passage and implementation of the Renewable Denton Plan ("RDP"); WHEREAS, because of demands created by implementation of the RDP, the ETRM software and support services provided by Ventyx (now ABB Enterprise Software, Inc., a Delaware corporation) under the existing agreement are no longer adequate for the enlarged and enhanced needs of the EMO; WHEREAS, the City and ABB have mutually agreed to amend the agreement and reduce both the length of, and compensation due to ABB under, the agreement; and WHEREAS, the City Council of the City of Denton deems it is in the public interest and serves a municipal and public purpose to enter into Amendment No. 1 to Agreement with ABB Enterprise Software, Inc., a Delaware corporation, to reduce both the length and compensation due to ABB under the agreement; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. City Council finds that Amendment No. 1 to Agreement between ABB Enterprise Software, Inc. a Delaware corporation, and the City, which amends the Master Customer Agreement dated June 2, 2014 by reducing both the length and compensation due to ABB under the agreement, serves a valid municipal and public purpose and is in the public interest. SECTION 3. The City Manager, or his designee, is authorized to execute the Amendment No. 1 to Agreement between ABB Enterprise Software, Inc. a Delaware corporation, and the City, in the form attached as Exhibit "A". The City Manager is authorized to carry out the City's rights and duties under the Amendment No. 1 to Agreement including authorization for the expenditure of funds provided for in the same. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day or , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: AARON LEAL, INTNICITY ATTORNEY BY: EXHIBIT A m Amendment No. 1 to Agreement 1. This amendment (the "Amendment") is made between ABB Enterprise Software, Inc., a Delaware corporation, and successor in interest to Ventyx, Inc., a Delaware corporation ("ABB"), and the City of Denton, a Texas home -rule municipal corporation ("Denton"), parties to the Master Customer Agreement dated June 2, 2014 (the "Agreement"). The Agreement consists of the following documents: Master Customer Agreement, Order Form, Statement of Work for TRM and nMarket ERCOT Implementation, and Statement of Work for City of Denton Managed Services. 2. The Agreement is amended as follows: A. Master Customer Agreement. i. Term (11.1). The text of paragraph 11.1 in the Master Customer Agreement is deleted in its entirety and replaced with the following: The Agreement shall become effective as of the Effective Date and shall continue in effect until December 1, 2017. ii. Termination (11.2). Section 11.2 of the Master Customer Agreement is deleted in its entirety. iii. Effect of Termination (11.3). Section 11.3 of the Master Customer Agreement is deleted in its entirety. B. Order Form. The Annual Payment Amount (as set forth on the unnamed chart located on the bottom of page 1 of the Order Form) is changed as follows: i. For the License Period beginning on "Order Form Effective Date + 3 Years" to "4 Years from Order Form Effective Date" the Annual Payment is $65,550.00. ii. For the License Period beginning on "Order Form Effective Date + 4 Years" to "5 Years from Order Form Effective Date" the Annual Payment is $0.00. C. Statement of Work for TRM and nMarket ERCOT Implementation. Fee Summary (4.1). a. The Fee due for the "User and System Test Results" is changed to $25,594.20. b. The Fee due for the "Transition to Production" is changed to $19,195.65. Amendment No. 1 to Agreement (ABB Enterprise Software and City of Denton) Page 1 of 3 D. Statement of Work for Citv of Denton Manaaed Services. i. Effect of Termination (4(a)). Section 4 (a) of the Statement of Work for City of Denton Managed Services is deleted in its entirety. ii. Service Fees (paragraph 11 of Schedule 1 to the Statement of Work for City of Denton Managed Services). a. The Service Fee due for Year 4 is $74,742.00. b. The Service Fee due for Year 5 is $0.00. 3. ABB and Denton agree that there will no further monies due to ABB from Denton under either the Agreement or the Amendment after the payment of the monies due ABB from Denton (i) set forth in paragraph 2 above, AND (ii) the Fee of $19,200.94 for "Project Completed" under paragraph 4.1 of the Agreement's Statement of Work for TRM and nMarket ERCOT Implementation. 4. The effective date of the Amendment is the date the same is signed by Denton. 4. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between the Amendment and the Agreement, the terms of the Amendment will prevail. 5. ABB Enterprise Software, Inc. a Delaware corporation, represents and warrants that the person who executes the Amendment on its behalf has been duly authorized to execute the Amendment and that such authority has been validly obtained in accordance with its articles of incorporation and bylaws (or other organizational documents), and the laws of the state of its organization. 6. City of Denton represents and warrants that the person who executes the Amendment on its behalf has been duly authorized by enactment of an ordinance by the City Council of the City of Denton, a Texas home -rule municipal corporation. Signatures follow Amendment No. 1 to Agreement (ABB Enterprise Software and City of Denton) Page 2 of 3 ABB ENTERPRISE SOFTWARE, INC., a Delaware corporation Signature Printed Name Title Signed on the day of , 2017. CITY OF DENTON, a Texas home -rule municipal corporation Todd Hileman, City Manager Signed on the day of No. 2017- ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY , 2017 under the authority of Ordinance Amendment No. 1 to Agreement (ABB Enterprise Software and City of Denton) Page 3 of 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-474, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management DCM: Bryan Langley AGENDA DATE: May 2, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of refuse and recycling containers for the City of Denton Solid Waste Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6379 -awarded to Roll -Offs USA, Inc. in the three (3) year not -to -exceed amount of $1,950,000). The Public Utilities Board recommends approval (6-0). RFP INFORMATION The Solid Waste Department purchases commercial containers to service existing and future commercial and industrial business operations planned within the City's service area. Current commercial container inventories are low, therefore additional containers are needed in order for the Solid Waste Department to provide service to future commercial customers as it is requested. The additional commercial containers are needed for smaller type developments, as well as for several larger commercial projects which are planned for completion in the near future. A few of the major commercial developments which are planned include: Medical Business Development (Office & Medical) Continued Expansion of Razor Ranch (Retail) Hotel and Convention Center (Commercial) Continued Downtown Development (Office, Residential, and Retail) As commercial business growth within the community occurs, the Solid Waste Department provides both refuse and recycling services to the new businesses. Increased need for commercial containers is also anticipated for expanded commercial recycling, one of the Solid Waste department's strategic goals. There are currently several containers in the field that have outlived their useful life, and are planned for replacement. Containers will be ordered on an as needed basis to maintain appropriate stocking levels in the City's Distribution Center. Requests for Proposals were sent to 142 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Staff is not aware of any local vendors that supply this product. Two (2) proposals meeting specification were received (Exhibit 1). City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-474, Version: 1 The proposals were evaluated based upon published criteria including performance, delivery, quality, reliability, and price (Exhibit 1). Based upon this evaluation, and the proposer's history of providing quality products to the City, Roll -Offs USA, Inc. was determined to be the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 24, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to Roll -Offs USA, Inc. in the three (3) year not -to -exceed amount of $1,950,000. PRINCIPAL PLACE OF BUSINESS Roll -Offs USA, Inc. Mead, OK ESTIMATED SCHEDULE OF PROJECT This is an initial one year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from commercial operating accounts and Bond funds on an as needed basis. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities FXHTRIT C Exhibit 1: Pricing Sheet and Evaluation Exhibit 2: Public Utilities Board Minutes Exhibit 3: Ordinance Exhibit 4: Contract City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI File #: ID 17-474, Version: 1 Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: David Dugger at 349-8001. City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI U u U Z o'ri y O O 3 � y U 1 2 3 Monday, April 24, 2017 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD 9:00a.m. City Council Work Session Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, April 24, 2017 at 9:00a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Barbara Russell, Charles Jackson, Brendan Carroll and Lilia Bynum Ex Officio Members: Todd Hileman, CM and Jon Fortune, ACM Absent: Allen Bishop OPEN MEETING CONSENT AGENDA E. PUB17-105 - Consider recommending adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of refuse and recycling containers for the City of Denton Solid Waste & Recycling Department to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6379 - awarded to Roll -Offs USA, Inc. in the three (3) year not -to - exceed amount of $1,950,000). Board Member Russell motioned to approve item E. There was a second by Board Member Parker. Vote 6-0 approved. Adjournment 9:43 a.m. EXHIBIT 3 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF STEEL REFUSE AND RECYCLING CONTAINERS FOR THE CITY OF DENTON SOLID WASTE DEPARTMENT TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6379 -AWARDED TO ROLL - OFFS USA, INC. IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $1,950,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of refuse and recycling containers for the City of Denton Solid Waste department in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6379 Roll -Offs USA, Inc. $1,950,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 3 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6379 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STEEL REFUSE COLLECTION CONTAINERS (6379) THIS CONTRACT is made and entered into this date , by and between ROLLS OFFS USA, INC. a corporation, whose address is PO BOX 727, DURANT, OK 74702, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP 46379 SUPPLY OF STEEL REFUSE COLLECTION CONTAINERS, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 6379 (Exhibit "B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Supplier's Proposal. (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: 1DocuSigned by: -2AB22F7B85CB4B5 . AUTHORIZED SIGNATURE 4/21/2017 Date: Name: Kendell Phillips Title: Director 580-924-6355 PHONE NUMBER kphillips@rolloffs.net EMAIL ADDRESS 2017-194947 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: :• APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY RFP 6379 TODD HILEMAN CITY MANAGER Date: DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Chances During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasinggcityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 4. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricinu sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 6. Total Contract Amount The contract total shall not exceed $1,950,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Fxhihit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fiully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, riles, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fiully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, riles, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was tinder the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services tinder the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will fiurnish a tax exemption certificate upon request. 13. PAYMENT: RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of fiinds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from fiinds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent fiinds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. 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 period and 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 available, within ten (10) business days of 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 a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. 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 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. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 deliverables sold the City tinder the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples fiirnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fiully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights tinder this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fiully transferred to the City, the Contractor shall assist and cooperate with the City to the fiullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 reduce the amount of services it may be required to purchase tinder the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refiinded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawfiul rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for tip to three (3) years. All rights and remedies tinder the Contract are cumulative and are not exclusive of any other right or remedy provided by law. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fiirther work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 express or implied acceptance of any other existing or fiutLure default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rile or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 creed, color, genetic testing, or national origin, be refiised the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally fiinded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, phis allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactLured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any fiirther performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Denton Procurement 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. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an oriuinal notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing (c cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Exhibit E RFP 6379 - Award Sheet for SUPPLY OF STEEL REFUSE COLLECTION CONTAINERS Roll Offs USA Mead, OK Estimated Item # EST. ANNUAL UOM Product Description Description 2 Unit Price Extended Price Delivery QTY ARO (Days) SECTION A- FRONT LOAD CONTAINERS 1 20 EA 3 CUBICYARD GREEN CONTAINER $504.00 $ 10,080.00 14 2 50 EA 4 CUBICYARD GREEN CONTAINER $567.00 $ 28,350.00 14 3 20 EA 6 CUBICYARD SLANTTOP SAFETY BLUE $710.00 $ 14,200.00 14 RECYCLE CONTAINER 4 40 EA 6 CUBICYARD SLANTTOP GREEN CONTAINER $710.00 $ 28,400.00 14 5 5 EA 6 CUBICYARD LOW PROFILE GREEN CONTAINER $723.00 $ 3,615.00 14 6 5 EA 6 CUBIC YARD HIGH PROFILE GREEN CONTAINER $735.00 $ 3,675.00 14 7 20 EA 8 CUBICYARD SLANTTOP SAFETY BLUE $834.00 $ 16,680.00 14 RECYCLE CONTAINER 8 50 EA 8 CUBICYARD SLANTTOP GREEN CONTAINER $834.00 $ 41,700.00 14 9 50 EA 8 CUBICYARD LOW PROFILE GREEN CONTAINER $849.00 $ 42,450.00 14 10 13 EA 8 CUBIC YARD HIGH PROFILE GREEN CONTAINER $849.00 $ 11,037.00 14 11 5 EA 10 CUBIC YARD HIGH SAFETY BLUE $1,175.00 $ 5,875.00 21 PROFILE RECYCLE CONTAINER SECTION B- SIDE LOAD CONTAINERS 12 18 EA 3 CUBICYARD GREEN CONTAINER $450.00 $ 8,100.00 14 13 18 EA 3 CUBICYARD SAFETY BLUE $450.00 $ 8,100.00 14 RECYCLE CONTAINER 14 14 EA 4 CUBICYARD GREEN CONTAINER $490.00 $ 6,860.00 14 15 14 EA 4 CUBICYARD SAFETY BLUE $490.00 $ 6,860.00 14 RECYCLE CONTAINER 16 4 EA 3 YD ORGANIC GRIT BLAST & LINED $1,450.00 $ 5,800.00 21 SECTION C- ROLL OFF OPEN TOP CONTAINERS 17 10 EA 15 CUBIC YARD GREEN CONTAINER $3,450.00 $ 34,500.00 21 18 5 EA 15 CUBIC YARD SAFETY BLUE $3,450.00 $ 17,250.00 21 RECYCLE CONTAINER 19 10 EA 20 CUBIC YARD GREEN CONTAINER $3,625.00 $ 36,250.00 14 20 7 EA 20 CUBIC YARD SAFETY BLUE $3,625.00 $ 25,375.00 14 RECYCLE CONTAINER 21 20 EA 30 CUBIC YARD GREEN CONTAINER $4,125.00 $ 82,500.00 14 22 15 EA 30 CUBIC YARD SAFETY BLUE $4,125.00 $ 61,875.00 14 RECYCLE CONTAINER RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 23 1 26 EA 1 40 YD HEAVY DUTY RECTANGULAR $4,700.00 $ 122,200.00 14 SECTION D- ADDITIONAL LIDS 24 10 EA LID, FRONT LOAD 3 CUBIC $25.00 $ 250.00 14 YARD 25 10 EA LID, FRONT LOAD 4 CUBIC $25.00 $ 250.00 14 YARD 26 10 EA LID, FRONT LOAD 6 CUBIC $28.00 $ 280.00 14 YARD 27 10 EA LID, FRONT LOAD 8 CUBIC $28.00 $ 280.00 14 YARD 28 10 EA LID, FRONT LOAD 10 CUBIC $28.00 $ 280.00 14 YARD 29 10 EA LID, SINGLE WALL 36"X58" 36"X58"(25065822) $28.00 $ 280.00 14 30 10 EA LID, SINGLE WALL 36"X46" 36"X46" $25.00 $ 250.00 14 SECTION E- REPLACEMENT FLOORS 31 10 EA DUMPSTER FLOOR 10 GUAGE STEEL $165.00 $ 1,650.00 21 49"X59"X6" (45065812) 32 10 EA DUMPSTER FLOOR 10 GUAGE STEEL $190.00 $ 1,900.00 21 43"X73"X6" (45065814) 33 10 EA DUMPSTER FLOOR 10 GUAGE STEEL $265.00 $ 2,650.00 21 73"X73"X6" (45065816) 34 10 EA DUMPSTER FLOOR 10 GUAGE STEEL $275.00 $ 2,750.00 21 81"X73"X6" (45065818) SECTION F - RODS 35 10 EA DUMPSTER LID ROD (45065800) $7.00 $ 70.00 14 .05"X61.5" 36 10 EA DUMPSTER LID ROD (45065801) $8.00 $ 80.00 14 .05"X76" SECTION G - MISCELLANEOUS 37 50 EA PAINTED CONTAINER PER CONTAINER $5.00 $ 250.00 14 NUMBERING 38 1 EA 46YD SUPER DUTY $14,500.00 $ 14,500.00 30 ENCLOSED CONTAINER RFP 6379 DocuSign Envelope ID: E4473166-FCF8-4713-A541-F43E1AC2445B EXHIBIT 4 Exhibit F CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. Roll Offs USA 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of Local government officer about whom the information in this section is being disclosed. NONE Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? F—x—] Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F—x—] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer selves as an officer or director, or holds an ownership of one percent or more? F—x—] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 x I have no Conflict of Interest to disclose. 5 DOCUSIgned by: 4/21/2017 AB'2�F7B85CB4g5... less with the governmental entity Date EXHIBIT 4 Certificate Of Completion Envelope Id: E4473166FCF84713A541F43E1AC2445B Subject: DocuSign: City Council Contract 6379 Steel Refuse Collection Containers Source Envelope: Document Pages: 28 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/19/2017 9:29:41 AM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Kendell Phillips kphillips@rolloffs.net Director Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/21/2017 6:13:49 AM ID:9b20e9cd-880e-4f45-a652-5525618a02f3 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 u,arr: 1* 2m�5C84a Using IP Address: 12.206.139.181 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 4/19/2017 12:34:40 PM Viewed: 4/19/2017 12:35:00 PM Signed: 4/19/2017 12:37:56 PM Sent: 4/19/2017 12:37:59 PM Viewed: 4/21/2017 6:13:49 AM Signed: 4/21/2017 6:21:22 AM 6� i [ !f ►1i if ►�11 WK-1VAS WAr/_1 NA I Signer Events Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Editor ❑eliver❑ Events ❑gent ❑eliver❑ Events Crhtermediar❑ ❑eliver❑ Events Certified ❑eliver❑ Events Caron Cop[] Events Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Signature Signature Status Status Status Status Status f EXHIBIT 4 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/21/2017 6:21:24 AM Sent: 4/21/2017 6:21:25 AM Viewed: 4/21/20176:42:31 AM EXHIBIT 4 Caron Cop[] Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tina Ek tina.ek@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/21/2017 6:21:27 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Kendell Phillips, Todd Hileman, Robin Fox EXHIBIT 4 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. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-479, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management DCM: Bryan Langley AGENDA DATE: May 2, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the 9/11 Firefighter's Memorial Bell Tower project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6391C -awarded to Links Construction, LLC in the amount of $165,043.60). The Public Art Committee recommends approval of the design concept (8- 0). RFP INFORMATION This project is for the construction of a memorial bell tower to honor the firefighters who perished in the World Trade Center on September 11, 2001. It will be located at the front entrance to the Central Fire Station located at 332 East Hickory St. and will reference the World Trade Center Twin Towers. Because Central Fire Station has received Local Historic Designation, the construction of this art project has received a Certificate of Appropriateness from the Historic Landmark Commission. The City of Denton Public Art Committee plans to dedicate the memorial on September 11, 2017, which is the 16' anniversary of the attack on the World Trade Center. On March 1, 2016, Council approved the concept of the 9/11 Firefighters Memorial Bell Tower. Kirkpatrick Architecture Studio was then selected to design the art project (Exhibit 1 -Project Rendering). As a result, RFP 6391 was sent to prospective suppliers for the construction of the 9/11 Firefighters Memorial Bell Tower. Request for Proposals were sent to 1,141 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download. Four (4) responsive proposals were received. Proposals were evaluated based upon published criteria, including price, delivery, compliance with specifications, and probable performance by the supplier. Based on the final ranking and scoring by the committee, Links Construction, LLC was ranked the highest and determined to be the best value for the City (Exhibit 2). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 7, 2016, the Public Art Committee recommended approval of the design concept of this project and to forward this item to the City Council for consideration by a vote of 8-0. The Historical Landmark Commission issued a Certificate of Appropriateness for the project on February 8, 2016 by a vote of 7-0. City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-479, Version: 1 RECOMMENDATION Award to Links Construction, LLC in the not -to -exceed amount of $165,043.60. PRINCIPAL PLACE OF BUSINESS Links Construction, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT This project is estimated to be completed within 75 working days after Notice to Proceed is issued. FISCAL INFORMATION The total cost of the 9/11 Firefighter's Memorial Bell Tower project will be funded from the 2014 Capital Improvement Bonds for Public Art for Public Safety. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Project Rendering Exhibit 2: Pricing and Evaluation Sheet Exhibit 3: Public Art Committee Minutes Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI I— U) zLU d U) z w i 7 w ur Vz z w Z w W Z -T. zern a. z uj c)) ul g, I.A.1 � � E iJ LU j a LL z z oll cl) I— U) zLU d U) z w i 7 w (9 Z W LLJ Z Z z w Z w W Z -T. zern a. z uj c)) ul g, I.A.1 � � E iJ LU w D a LL z z oll cl) O Q1 i O GJ � u1 3 O m x N O O O 0l Q1 N6 O O ';t N N rmi 00 fC GJ � CG +O.i U i 4J 0 vi - 0 o kD .O N J ~ tO V y i N O O O O O t O O O o6 00 w �u i U GJ O Y 1 i Ln i O C t i V O O 'n tO O U X � O 3 Ln w O O O O i --I +' O r -I O O O O O � -i N c -I l0 0 � V 0 Ln Y J i/1• • rl r 1� 1� H Q7 � � V Cpy ate-+ i Q7 Q � N N �I O O O V U M Ln Ln 0 0 VLn 0 Q S� D Q7 > U U O1 i 1 \/ m U N N o a c�a `" Ln N aH � d 41 °; •!'� fC �. L j C L fC ^ �y 0 W GJ 1 Q � M W Q N U � U •0 0 A/ /G�� /1 +0 a U � S •U a +0 H I Ofa o +500000O U m ri N r -I l0 LL EXHIBIT 3 PUBLIC ART COMMITTEE MINUTES REGULAR MEETING February 4, 2016 Members present: Jim Clement, Millie Giles, Gerri Veeder, Frank Mayhew, Mike Barrow, Guy Bruggeman, Brian Wheeler, and George Neil (arrived at 4:55 p.m.) Member absent: Glen Farris Ex Officio present: Tracy Bays -Booth, GDAC Staff present: Emerson Vorel, Janie McLeod, and John Cabrales Guests: Margaret Chalfant, Public Art Master Plan Consultant Lauren Barker, Manager, Keep Denton Beautiful Josh West, Artist Chair Clements called the meeting to order at 4 p.m. CONSIDER APPROVAL OF THE PUBLIC ART COMMITTEE MINUTES FOR: January 7, 2016. The minutes were approved by a motion made by Barrow and Mayhew seconded with a vote of 7-0. DISCUSSION ITEMS: KDB Mural Committee. Lauren Barker, Manager of Keep Denton Beautiful (KDB), reviewed KDB's the request to have the murals on Sherman and Bell, and Bonnie Brae repainted. The Public Art Committee (PAC) agreed that the PAC would govern "temporary art" and it would not be considered a part of the City's art collection. An Informal Staff Report could be used to communicate with City Council on the recommendations from the KDB and PAC's on temporary art projects. The PAC discussed concern about not having a to -scale sketch for review before recommending approval for the large area of space. The possibility of having a template that could be followed for future temporary murals. The KDB ad hoc committee, that includes members of the PAC, will oversee the temporary art requests and bring forward for PAC's approval. KDB will partner with Community Improvement Services (CIS) to paint over any graffiti that may occur. It was suggested to use the two locations as a test case for temporary art and as the process moves forward that changes may be made. Temporary Art Policy. The PAC discussed the possible need for two policies —one for temporary art and one for murals. The committee will work on the policies. Update on Fire Station Project. Giles said that several meetings had taken place with Kirkpatrick Architecture Studio and progress is being made on the fire station project. It has been suggested to use Baldwin Metal in Dallas to produce the lettering and metal. The project will go before the Historic Landmark Commission (HLC) for their approval prior to being presented to City Council. EXHIBIT 3 Proposal for Art Work at Fire Station. Giles introduced Josh West, a local artist, who showed samples of his work and expressed an interest in creating a mural for one of the fire stations. Display of Poems for Walk of Fame. McLeod showed an illustration, with the dimensions, color and angle, of the bases for the Downtown Walk of Fame poems. The dedication of the poems and the Walk of Fame is scheduled for March 29 at 4 p.m. Mural on Patterson Appleton Arts Center Building. Bays -Booth discussed the temporary art that had previously been proposed and asked that the art could now be a permanent mural. She showed illustrations of Mick Burson's artwork and suggested that it would work well with the existing outdoor art on the east side of the Center. The Patterson -Appleton Arts Center is a historical building and Bays -Booth had requested to be on the Historic Landmark Commission's agenda to get their approval on the mural. Bays -Booth said that there were plans to get sponsorships for the artist's payment. The PAC will pay $2,000 for the artists' fee rather than get sponsorships. ACTION ITEMS: 9/11 Firefighter's Memorial Bell Tower at Central Fire Station. A motion was made by Barrow and seconded by Wheeler to approve the design for the 9/11 Memorial Firefighter's Bell Tower in front of Central Fire Station. The sculpture will be paid from the Capital Improvement Bond sales for safety projects. The vote was 8-0. Purchase of Jesus Moroles Art. Wheeler made a motion to approve the purchase of the untitled fountain by Jesus Moroles, from the Red and White Gallery, at a cost of $65,000, with an additional $15,000 offered in a tax deduction. The art will be funded through the Capital Improvement Program Bonds designated for parks. The motion was seconded by Veeder and was passed with a vote of 7-0. Giles abstained from the vote since she had been involved with the negotiations with the Gallery. KDB Mural Project. A motion was made by Bruggeman to approve the KDB mural project as a test case and was seconded by Mayhew. The motion was approved by a vote of 6-1. Mural on Patterson Appleton Arts Center Building. A motion was made by Giles to pay Mick Burson $2,000 to illustrate a mural on the outside of the Patterson -Appleton Arts Center. Wheeler seconded the motion and it pass with a vote of 8-0. STANDING ITEM: Public Art Master Plan. Chalfant said that her contract with the City expires the end of February and she expressed her appreciation for the support and assistance from the PAC. She shared a brief preview of the Plan. There being no further business, the meeting was adjourned 6 p.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE 9/11 FIREFIGHTER'S MEMORIAL BELL TOWER PROJECT FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6391C -AWARDED TO LINKS CONSTRUCTION, LLC IN THE AMOUNT OF $165,043.60). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 6391C Links Construction, LLC $165,043.60 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 4 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6391C to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 1 of 83 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LINKS CONSTRUCTION, LLC RFP 6391C THIS CONTRACT is made and entered into this date , by and between Links Construction, LLC a corporation, whose address is 525 S. Loop 288, Suite 105, Denton, TX 76205, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager, or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RFP 46391C - Firefighter's Memorial Project, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton Request for Proposal 9 6391C (Exhibit `B" on file at Office of Purchasing Agent) (c) General Provisions -Standard Terms and Conditions (Exhibit "C"); (d) Payment and Performance Bond Requirements (Exhibit "D"); (e) Insurance Requirements (Exhibit "E"); (f) Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g) Contractor's Proposal. (Exhibit "G"); (h) Form CIQ — Conflict of Interest Questionnaire (Exhibit "If") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to this written Contract, and then to the Contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. RFP 6391C Page 1 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 2 of 83 ATTEST: JENNIFER WALTERS, CITY SECRETARY itz APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY Epacu5igned���. by: b�t rn. 64.O C&2199K2AM439... RFP 6391C CONTRACTOR DOCUSigned by: M'Wa^S6(& BY: UBS... AUTHORIZED SIGNATURE 4/25/2017 Date: Kenneth Williamson Name: Title: Vice President Links Construction, LLC PHONE NUMBER kwilliamson@linksconstruction.com EMAIL ADDRESS kwilliamson@linksconstruction.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation IN Page 2 of 83 TODD HILEMAN CITY MANAGER DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 3 of 83 EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $165,043.60. Pricing shall be per Exhibit G attached. Contract Term The Contract shall commence upon the issuance of a Notice to Proceed. Contractor shall begin work on site within fifteen (15) calendar days of receipt of Notice to Proceed. Project shall be complete within seventy-five (75) calendar days after work commences on site. Delays are further discussed in the Standard Terms and Conditions Exhibit C, Section 8.3. RFP 6391C Page 3 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 4 of 83 EXHIBIT C GENERAL PROVISIONS - TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES Invoices, Payments, and Releases 1. INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty (30) days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The thirty (30) day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpllrciaasing coin. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Christine Taylor, City of Denton Parks Department, 601 E. Hickory Suite B, Denton, TX 76201. The copy may also be emailed to Ms. Taylor at christine.taylor@cityofdenton.com. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Invoices for partial payments on construction projects should normally be presented for payment within the first five (5) days of the month, and submitted on the Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling 495-0.07 and 495-0.09. 3. PAYMENTS TO CONTRACTORS: A. Upon presentation of valid invoices, which should be within the first week of each month, the Owner shall make partial payments to the Prime Contractor for constriction accomplished during the preceding calendar month on the basis of completed constriction certified to by the Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment. Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%) of each payment request approved during the constriction of the project shall be paid by the Owner to the Prime Contractor prior to completion of the Project. Upon the approval by the Owner RFP 6391C Page 4 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 5 of 83 of the Prime Contractor's "Final Invoice for Payment" showing the total cost of the constriction performed, the Owner shall make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be entitled there tinder which shall not have been paid: Provided, however, that such final payment shall be made not later than ninety (90) days after the date of completion of constriction of the Project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Prime Contractor. B. The Prime Contractor shall be paid on the basis of the percentage of the work actually completed for each constriction item. The total amount paid for periodic billings shall not exceed the maximum Contract price for the constriction of the project as set forth in the Contract, unless such excess shall have been approved in writing by the Purchasing Agent as part of a change order. C. No payment shall be due while the Prime Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Prime Contractor the amount of any claim by any third party against either the Prime Contractor or the Owner based upon an alleged failure of the Prime Contractor to perform the work hereunder in accordance with the provisions of this Contract. This includes, without limitation, the alleged failure of the Prime Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors and material sources that will be used. Upon the completion by the Prime Contractor of the constriction of the Project, but prior to final payment to the Prime Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from all manufacturers, materialmen and subcontractors furnishing services or materials for the Project, to the effect that all materials or services used on or for the Project have been paid for and indicating that the Owner is fiilly released from all such claims. 5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or constriction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Prime Contractor's Default If default shall be made by the Prime Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Prime Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the Prime Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Prime Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the Owner may take over the constriction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Prime Contractor, and RFP 6391C Page 5 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 6 of 83 the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the Contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the constriction of the project, any materials, tools, supplies, equipment, appliances, and plant belonging to the Prime Contractor or any of its subcontractors, which may be situated at the site of the Project. The Owner in such contingency may exercise any rights, claims or demands which the Prime Contractor may have against third persons in connection with this Contract and for such purpose the Prime Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIES SECTION shall be the exclusive measure of damages for failure by the Prime Contractor to complete the constriction of the Project within the time herein agreed upon. RFP 6391C Page 6 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 7 of 83 CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Prime Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Architect/Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Prime Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Constriction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Prime Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1. 1, are expressly incorporated into and made a part of the formal Building Constriction Services Agreement between the Owner and the Prime Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Prime Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: RFP 6391C Page 7 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 8 of 83 (1) between the Architect/Engineer and Prime Contractor; (2) between the Owner and a Subcontractor or -subcontractor; or (3) between any persons or entities other than the Owner and Prime Contractor. The Architect/Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Architect/Engineer's duties. c) THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Prime Contractor, or any Subcontractors, Sub -subcontractors, material suppliers, or any other entity for whom the Prime Contractor is responsible, to fulfill the Prime Contractor's obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Constriction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include constriction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, constriction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Constriction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. RFP 6391C Page 8 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 9 of 83 h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Prime Contractor's Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable; (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(l) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and RFP 6391C Page 9 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 10 of 83 (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Prime Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Prime Contractor is a representation that the Prime Contractor has visited the site, has become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Prime Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Prime Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Prime Contractor in dividing the Work among Subcontractor(s) or in establishing the extent of Work to be performed by any trade. (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. RFP 6391C Page 10 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 11 of 83 (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Prime Contractor shall not perform such Work without having obtained a clarification from the Architect/Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Architect/Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; (3) addenda, with those addenda of later date having precedence over those of an earlier date; (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) Othe Specifications and Drawings. 1.3OWNERSHIP AND USE OF ARCHITECT/ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. RFP 6391C Page 11 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 12 of 83 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 -THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c) Information or services under the Owner's control shall be fiurnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Prime Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or act on such information or services, then Prime Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. RFP 6391C Page 12 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 13 of 83 (d) Unless otherwise provided in the Contract Documents, the Prime Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Prime Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f) The Owner shall forward all instructions to the Prime Contractor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer's duties and to verify the Prime Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Prime Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Prime Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Prime Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of written notice from the Owner, the Owner may correct the Prime Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Architect/Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Prime Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner. RFP 6391C Page 13 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 14 of 83 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written Notice to Proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 - THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Prime Contractor is the person or business entity identified as such in the Building Constriction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Prime Contractor" means the Prime Contractor or the Prime Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Prime Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor may discover. The Prime Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Prime Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Prime Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Prime Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition "as is" in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Prime Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Prime Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Prime Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. RFP 6391C Page 14 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 15 of 83 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Prime Contractor shall supervise and direct the Work, rising the Prime Contractor's best skill and attention. The Prime Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Prime Contractor shall be responsible to the Owner for the acts and omissions of the Prime Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and any other persons performing portions of the Work under a subcontract with the Prime Contractor, or with any Subcontractor, and all other persons or entities for which the Prime Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Prime Contractor. (c) The Prime Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Prime Contractor. (d) The Prime Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Prime Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e) Any Prime Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or any separate contractor, without the Prime Contractor having given written notice to the Architect/Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. RFP 6391C Page 15 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 16 of 83 (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Prime Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Prime Contractor shall enforce strict discipline and good order among the Prime Contractor's employees and all other persons carrying out the Contract. The Prime Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Prime Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) residents of the City of Denton, Texas; (2) residents of the County of Denton, Texas; 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other RFP 6391C Page 16 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 17 of 83 conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL COMPLETION OF THE ENTIRE WORK. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property fiirnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of Denton permits required for the Project. The Owner will pay all service extension charges, including tap fees, assessed by the Water Utilities Department. (b) The Prime Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawfiul orders of governmental entities or agencies applying to performance of the Work. (c) Except as provided in Subparagraph (d) below, it is not the Prime Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Prime Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, riles or regulations, the Prime Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. RFP 6391C Page 17 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 18 of 83 (d) If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances, constriction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Prime Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Prime Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Prime Contractor shall not be required to employ persons or entities against which the Prime Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Prime Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Prime Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor's costs under Clause (b) (3); (5) the Owner retains the right to review and approve Subcontractors selected by the Prime Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT The Prime Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project Site during performance of the Work. The superintendent shall represent the Prime Contractor, and communications given to the superintendent shall be as binding as if given to the Prime Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Prime Contractor replace its superintendent at any time and the Prime Contractor will replace said superintendent at the Owner's direction. RFP 6391C Page 18 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 19 of 83 3.10 PRIME CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Prime Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the constriction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the constriction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The constriction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Prime Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The constriction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major constriction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The constriction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Prime Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various constriction phases of the Work in the form of an updated constriction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original constriction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Prime Contractor's Application for Payment. No such application will be certified without a satisfactory update to the constriction schedule. RFP 6391C Page 19 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 20 of 83 (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Prime Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Prime Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Prime Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Prime Contractor shall also prepare and keep current, for the Architect/Engineer's approval, a schedule of submittals which is coordinated with the Prime Contractor's construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c) The Prime Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made by the Prime Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Prime Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. RFP 6391C Page 20 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 21 of 83 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, materialmen, manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work. (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) 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 Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e) The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner, or of separate contractors. Submittals made by the Prime Contractor which are not required by the Contract Documents may be returned without action. (f) The Prime Contractor 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 Architect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Prime Contractor represents that the Prime Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Prime Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Prime Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Prime Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Prime Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Prime Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Prime Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, RFP 6391C Page 21 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 22 of 83 omissions, or deviations, whether or not specifically identified by the Prime Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k) When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Prime Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CUTTING AND PATCHING The Prime Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (a) The Prime Contractor shall not damage or endanger a portion of the Work or any fiully or partially completed construction of the Owner or separate contractors by cutting, patching, or otherwise altering the construction, or by excavating. The Prime Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Prime Contractor shall not unreasonably withhold from the Owner or a separate contractor the Prime Contractor's consent to cutting or otherwise altering the Work. (b) A "Hot Work Permit" must be obtained from the City of Denton's Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a) The Prime Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Prime Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Prime Contractor's tools, construction equipment, machinery, and surplus materials. RFP 6391C Page 22 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 23 of 83 (b) If the Prime Contractor fails to clean tip as provided in the Contract Documents, the Owner may, at Owner's option, clean tip the Project site, and the Owner's cost of cleaning tip shall be charged to the Contractor. 3.16 ACCESS TO WORK The Prime Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of constriction. 3.17 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, riles, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Prime Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Prime Contractor shall bear all related costs of tests, inspections, and approvals. The Prime Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Architect/Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included tinder Subparagraph 3.17(a), the Architect/Engineer will, upon written authorization from the Owner, instruct the Prime Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Architect/Engineer's services and expenses, if any. The Prime Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. (d) Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Prime Contractor and promptly delivered to the Architect/Engineer. (e) If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing or inspection. RFP 6391C Page 23 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 24 of 83 (f) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL LIABILITIES, SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE PATENT INFRINGEMENT. In the event the Prime Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Prime Contractor shall immediately notify the Owner and the Architect/Engineer of same. 3.19 INDEMNIFICATION (a) THE PRIME CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LIABILITIES, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR ENTITY. RFP 6391C Page 24 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 25 of 83 (b) In claims against any person or entity indemnified tinder this Paragraph 3.19 by an employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation tinder this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Prime Contractor or any Subcontractor, under workers compensation acts, disability benefit acts or other employee benefit acts. (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Prime Contractor specifically agrees to comply with the above- mentioned laws and regulations in the performance of the Work by the Prime Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer tinder the above-mentioned laws and regulations are secondary to those of the Prime Contractor. ARTICLE 4 - CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfiilly practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Architect/Engineer" means the Architect/Engineer or the Architect/Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner -designated Architect/Engineer representative and the Owner - designated Architect/Engineer representative shall be accorded that same status by the Prime Contractor. (b) In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Prime Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Architect/Engineer, with the Owner notifying the Prime RFP 6391C Page 25 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 26 of 83 Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 ARCHITECT/ENGINEER'S RESPONSIBILITIES DURING CONSTRUCTION (a) The Architect/Engineer will administer the Contract as described in the Contract Documents and in accordance with the terms of the Architect/Engineer's agreement with the Owner, where applicable, subject to the direction and approval of the Owner. If requested by the Prime Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Prime Contractor. (b) The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on-site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on-site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Prime Contractor or any Subcontractor which are not in the best interests of the Owner or the Proj ect. (c) The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Prime Contractor's responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Prime Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub -subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Prime Contractor is responsible. RFP 6391C Page 26 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 27 of 83 (d) Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Prime Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Prime Contractor. Communications by and with separate contractors will be through the Owner. The Prime Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. (e) Based on the Architect/Engineer's observations and evaluations of the Prime Contractor's Applications for Payment, the Architect/Engineer will review and certify the amounts due the Prime Contractor and will issue Certificates for Payment in such amounts. (f) The Architect/Engineer and the Owner will each have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Architect/Engineer to the Prime Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g) The Architect/Engineer will review and approve or take other appropriate action upon the Prime Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer's action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or separate contractors. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Prime Contractor as required by the Contract Documents. The Architect/Engineer's review of the Prime Contractor's submittals shall not relieve the Prime Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h) The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3. RFP 6391C Page 27 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 28 of 83 (i) The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract and assembled by the Prime Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (j) If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer's responsibilities at the site. The duties, responsibilities, and limitations of authority of such Project representatives shall be as set forth in an exhibit to be incorporated into the Contract Documents. (k) The Architect/Engineer will interpret and make recommendations to the Owner concerning performance under and requirements of the Contract Documents upon written request of either the Owner or Contractor. The Architect/Engineer's response to such requests will be made with reasonable promptness and within any time limits agreed upon. The Architect/Engineer shall secure the Owner's written approval before issuing instructions, interpretations, or judgments to the Prime Contractor which change the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. (1) Interpretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor. (m)The Architect/Engineer's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents; provided that the Architect/Engineer has the prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14) DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor, whether for RFP 6391C Page 28 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 29 of 83 additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Prime Contractor by his signature) of the Prime Contractor, verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the Prime Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Architect/Engineer for recommendation to the Owner, which recommendation the Architect/Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Prime Contractor to submit the Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Prime Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. RFP 6391C Page 29 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 30 of 83 (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME CONTRACTOR'S OWN RISK. THE OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (f) Claims for Additional Cost. If the Prime Contractor wishes to make a claim for an increase in the Contract Siam, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Prime Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Prime Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Architect/Engineer; (2) a written order for a minor change in the Work issued by the Architect/Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Prime Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Prime Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Prime Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Prime Contractor to submit and assert the claim against the Owner shall be subject to: RFP 6391C Page 30 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 31 of 83 (1) the requirements of Paragraph 4.3 of these General Conditions; and (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Prime Contractor to seek and assert such claim against the Owner: (ii) The Prime Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Prime Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Prime Contractor has agreed to be legally responsible to the Subcontractor for pursuing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Prime Contractor's included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Prime Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Prime Contractor in the claim submittal materials. (ii) The Prime Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Prime Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Prime Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed by the Contractor to be valid. (iii) The Subcontractor making the claim to the Prime Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Prime Contractor in the claim submittal materials made by Contractor to the Owner. (3) Any failure of the Prime Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim against Owner. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or by applicable law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: RFP 6391C Page 31 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 32 of 83 (1) If the Prime Contractor falls behind the approved constriction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Prime Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Prime Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Prime Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). (2) In the event that the Prime Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Prime Contractor provided within fourteen (14) days after receipt of the Prime Contractor's Claim. If the Owner denies the Prime Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Prime Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Prime Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Prime Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Prime Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved constriction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance; provided however, not to exceed five (5%) per cent, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; RFP 6391C Page 32 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 33 of 83 (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY APPLICABLE STATE LAW. ARTICLE 5 - SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct Contract with the Prime Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Prime Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub - subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Constriction Services Agreement is signed by the Prime Contractor and the Owner, the Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part RFP 6391C Page 33 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 34 of 83 of the Contract. The Prime Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Prime Contractor shall not Contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. (c) Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Prime Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Prime Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Prime Contractor shall not change a Subcontractor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Prime Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Prime Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Prime Contractor all the obligations and responsibilities which the Prime Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Prime Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Prime Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Prime Contractor is solely responsible for making payments properly to the Prime Contractor's Subcontractors on the Project. During performance of the Work, the Prime Contractor shall comply with the following additional rules regarding Subcontractor payments: RFP 6391C Page 34 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 35 of 83 (1) The Prime Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Prime Contractor (phis existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid by Subcontractor during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION FOR PAYMENT. (2) If, for any reason, the Prime Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Prime Contractor shall note the amount withheld and fiirther note that the payment is in dispute. The Owner may, in its sole discretion, require the Prime Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Prime Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Prime Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Prime Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD -PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE PRIME CONTRACTOR. RFP 6391C Page 35 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 36 of 83 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner tinder Article 14, the Prime Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Prime Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. ARTICLE 6 - CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other constriction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Prime Contractor claims that delay or additional cost is involved because of such action by the Owner, the Prime Contractor shall make a claim as provided elsewhere in, and in accordance with the Contract Documents. (b) When separate Contracts are awarded for different portions of the Project or other constriction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Constriction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Prime Contractor, who shall cooperate with them. The Prime Contractor shall participate with other separate contractors and the Owner in reviewing their constriction schedules when directed to do so. The Prime Contractor shall, with the approval of the Owner, make any revisions to the constriction schedule deemed necessary after a joint review and mutual agreement. The constriction schedules shall then constitute the schedules to be used by the Prime Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Prime Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Prime Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Prime Contractor's Change Order proposal is denied by the Owner, the Prime Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. RFP 6391C Page 36 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 37 of 83 (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Prime Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a) The Prime Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Prime Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Prime Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Prime Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Prime Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Prime Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the prime Contractor for damages suffered by the Prime Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Architect/Engineer. Should any interference occur between the Prime Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Prime Contractor with written instructions designating priority of effort or change in methods, whereupon the Prime Contractor shall immediately comply with such direction. In such event, the Prime Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Prime Contractor. (d) The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Prime Contractor cause damage to the work or property of any separate contractor on the Project, the Prime Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Prime Contractor who shall defend such proceedings, at the Prime Contractor's sole expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Prime Contractor shall fully pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs which the Owner has incurred. RFP 6391C Page 37 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 38 of 83 (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Prime Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project Site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among those parties responsible, as the Architect/Engineer recommends to be just. ARTICLE 7 -AMENDMENTS 7.1 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the RFP 6391C Page 38 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 39 of 83 Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications sinless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a not -to -exceed lump -sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; or (2) unit prices stated in the Contract Documents or subsequently agreed upon; or (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question; the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker's compensation insurance; RFP 6391C Page 39 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 40 of 83 (2) costs of materials, supplies and equipment (blit not to include off-site storage sinless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The riles of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work tinder this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. RFP 6391C Page 40 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 41 of 83 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Prime Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (b) All Amendments require approval by either the City Council or, where authorized by the State law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution, Ordinance or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 - CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the Notice to Proceed from the Owner. The date of commencement shall not be postponed by the failure of the Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. RFP 6391C Page 41 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 42 of 83 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Prime Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Prime Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be fiirnished by the Prime Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Prime Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Prime Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Architect/Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect/Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. RFP 6391C Page 42 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 43 of 83 (e) The Prime Contractor shall promptly suspend the Work when either the Prime Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Prime Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Prime Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Prime Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop the Work for an indefinite period, the Prime Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Prime Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Prime Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g) In the event of a delay that is the responsibility of the Prime Contractor or any of the Subcontractors, for which the Prime Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Prime Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Prime Contractor agrees to perform same on the basis that the Prime Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE PRIME CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 - PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Prime Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Prime Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment. The schedule of values RFP 6391C Page 43 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 44 of 83 shall follow the trade division of the Specifications. Prime Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Prime Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Prime Contractor's right to payment as the Owner or Architect/Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Prime Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Prime Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Prime Contractor's Payment Bond Surety consents in writing to payment to the Prime Contractor of the fiends deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Prime Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Prime Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. RFP 6391C Page 44 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 45 of 83 (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Prime Contractor shall, at Prime Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Prime Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Prime Contractor's sole expense, and amounts may be withheld from the Prime Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000, and if performance and payment bonds are not fiirnished by the Contractor, then no payment applied for will be payable under the Contract until the Work has been finally completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a) The Architect/Engineer will, within ten (10) days after receipt of the Prime Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Prime Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Prime Contractor and Owner in writing of the Architect/Engineer's reasons for withholding certification in whole or in part as provided in: (a) City of Denton "General Conditions for Building Construction." (b) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. (c) The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect/Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Prime Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Architect/Engineer has: RFP 6391C Page 45 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 46 of 83 (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Prime Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Prime Contractor has used money previously paid on account of the Contract Sum. (d) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Prime Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (e) The City is required to withhold five percent (5%) retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is applied by the City for all public works contracts in excess of $50,000. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased by Change Order. (f) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if in the Architect/Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required RFP 6391C Page 46 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 47 of 83 representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer's or Owner's opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third -party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Architect/Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refiise to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default under the RFP 6391C Page 47 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 48 of 83 Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Prime Contractor default remains uncured. (b) The Prime Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Prime Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Prime Contractor on account of such Subcontractors portion of the Work. The Prime Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in similar manner. (c) The Architect/Engineer will, on request, fiurnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Prime Contractor and action taken thereon by the Architect/Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Prime Contractor or, in the event of the Prime Contractor's failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Architect/Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Prime Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Prime Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected. The Prime Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Prime Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the RFP 6391C Page 48 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 49 of 83 Architect/Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. If the Architect/Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Architect/Engineer. The Prime Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. When the Work or designated portion of the Work is Substantially Complete, the Architect/Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Prime Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Prime Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Prime Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Prime Contractor and certification by the Architect/Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Prime Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Prime Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Prime Contractor considers a portion Substantially Complete, the Prime Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Prime Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. RFP 6391C Page 49 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 50 of 83 (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer's knowledge, information and belief, and on the basis of the Architect/Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor's being entitled to final payment have been fiilfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Prime Contractor submits to the Architect/Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the Work performed under this Contract. In the event the Prime RFP 6391C Page 50 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 51 of 83 Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Prime Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fiilly completed and accepted shall be submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Prime Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Proj ect. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Prime Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Prime Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Prime Contractor or the Prime Contractor's Subcontractors or Sub -subcontractors; and RFP 6391C Page 51 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 52 of 83 (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Prime Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Prime Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Prime Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. (e) USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Prime Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Prime Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Prime Contractor shall fiurnish the Owner and the Architect/Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the Owner and the Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Architect/Engineer. All explosives shall be stored in a safe and secure manner, under the care of a competent watchman at all times, and all storage places shall be marked clearly and conspicuously: "DANGEROUS - EXPLOSIVES." The method of storing and handling explosives and highly flammable materials shall conform to Federal and State laws, City of Denton ordinances, and the City RFP 6391C Page 52 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 53 of 83 of Denton Fire Department regulations. The Prime Contractor shall notify any telecommunications and public utility company and any private property owners having structures in the proximity of the Project Site of the Prime Contractor's intention to use explosives, and such notice shall be given sufficiently in advance to enable the telecommunications and public utility companies and private property owners to take such steps as they may deem necessary to protect their property from injury. The notice shall not relieve the Prime Contractor of any responsibility for damage resulting from any blasting operations. (f) The Prime Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Prime Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Prime Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Prime Contractor or any of its Subcontractors. The foregoing obligations of the Prime Contractor are in addition to the Prime Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Prime Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (g) The Prime Contractor shall designate a responsible member of the Prime Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Prime Contractor's superintendent unless otherwise designated by the Prime Contractor in writing to the Owner and Architect/Engineer. (h) The Prime Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Prime Contractor shall act, at the Prime Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Prime Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Prime Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the constriction RFP 6391C Page 53 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 54 of 83 materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Prime Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Prime Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Prime Contractor's neglect shall be deducted from the Contract Sum. The Prime Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Prime Contractor shall, when directed by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Prime Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Prime Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Prime Contractor shall, at the Prime Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Prime Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Prime Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Architect/Engineer may order the damaged portion immediately removed and replaced by the Prime Contractor at Prime Contractor's cost and expense. The Prime Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. RFP 6391C Page 54 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 55 of 83 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Prime Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Prime Contractor. 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Prime Contractor shall at his own expense provide and maintain temporary outlets and connections for all public and private storm sewers and drains. The Prime Contractor shall also take care of all storm sewage and drainage which will be received from these storm drains and sewers; for this purpose, the Prime Contractor shall provide and maintain, at the Prime Contractor's own expense, adequate pumping facilities and temporary outlets or diversions. The Prime Contractor shall, at the Prime Contractor's own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) When the Prime Contractor desires to use the Owner's water in connection with the Work, the Prime Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the Prime Contractor uses. Where meters are used, the charge will be at the regular established rate; where no meters are used, the charge will be as prescribed by City ordinance, or where no ordinance applies, payment shall be based on estimates made by the Denton Water Utilities Department. (b) The Prime Contractor shall make complete and satisfactory arrangements for electricity and metered electrical connections with the Owner or with Denton Municipal Electric in the event that separately metered electrical connections are required for the Project. The Prime Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Prime Contractor through the City of Denton. RFP 6391C Page 55 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 56 of 83 10.9 USE OF FIRE HYDRANTS The Prime Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.10 ENVIRONMENTAL COMPLIANCE (a) The Prime Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and riles of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or riles of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Prime Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Prime Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Prime Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Prime Contractor or any of its Subcontractors, the Prime Contractor shall be responsible for remediating the condition at the sole expense of the Prime Contractor in accordance with the Prime Contractor's APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. RFP 6391C Page 56 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 57 of 83 (c) The Prime Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Prime Contractor or any Subcontractor or Supplier. The Prime Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Prime Contractor's sole responsibility to comply with all applicable laws, riles, regulations, or ordinances governing the activities. (d) Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Prime Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, riles, and regulations. The SPRP shall be specially designed for the Prime Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary strictures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner's Project Manager or other designated representative. The Prime Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional riles shall apply with respect to spills caused by the Prime Contractor or a Subcontractor: (1) The Prime Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner's Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Prime Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2) The Prime Contractor shall immediately respond in accordance with the SPRP in the event of a spill. (3) The Prime Contractor shall dispose of spilled materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, riles, or regulations. In connection with such disposals, the Prime Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Prime Contractor's records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE PRIME CONTRACTOR. RFP 6391C Page 57 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 58 of 83 (4) For purposes of this Subparagraph (e), the term "spill" includes any kind of environmental discharge or release. (e) Clean Air Management Plan. The Prime Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Prime Contractor's sole expense, to require the removal or retrofitting of any equipment used in the course of constriction that does not comply with the Plan submitted to and approved by the Owner. (f) The Prime Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, riles, regulations, and ordinances. The Prime Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Prime Contractor's records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g) The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits from TCEQ for constriction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for constriction activities promulgated by EPA, including but not limited to cleaning, grading, and excavation that disturb the applicable amount of total land area. In addition, the Prime Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. (h) The Prime Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. (i) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Prime Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10. 10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rile, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Prime Contractor and approved by the Owner; RFP 6391C Page 58 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 59 of 83 (2) if the Prime Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Prime Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS 11.1 PRIME CONTRACTOR'S INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.2 PROPERTY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.3 `UMBRELLA' LIABILITY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.5 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.5(b), the Prime Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Prime Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.5(c) and RFP 6391C Page 59 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 60 of 83 approved by the Owner. The surety bonds shall be accompanied by an appropriate Power - of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the fiull and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $50,000, Payment bonds in 100% of the Contract Sum are mandatory and shall be required to be provided by the Contractor. If the Contract Sum is greater than $100,000, a Payment Bond and Performance Bond in 100% of the Contract amount is mandatory. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Prime Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) Contractor will be required to fiurnish original performance and payment bonds for 100 percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. RFP 6391C Page 60 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 61 of 83 Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. (e) The failure of the Contractor to deliver the required statutory bonds and evidence of insurance within fourteen (14) calendar days after the Contract is awarded shall constitute a material breach of the Prime Contractor's bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Prime Contractor's failure to execute and furnish the statutory bonds within fourteen (14) calendar days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.5(e). In the event the Owner should re -advertise for bids, the defaulting Prime Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re -advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Architect/Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer's observation and be replaced at the Prime Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Architect/Engineer has not specifically requested to observe prior to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Prime Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Prime Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Prime Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect/Engineer's services and expenses made necessary thereby. RFP 6391C Page 61 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 62 of 83 (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Prime Contractor shall correct it promptly after receipt of written notice from the Architect/Engineer or the Owner to do so unless the Owner has previously given the Prime Contractor a written acceptance or waiver of the defect or nonconformity. The Prime Contractor's obligation to correct defective or nonconforming Work remains in effect for: (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or (3) the stipulated duration of any applicable special warranty required by the Contract Documents. (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Prime Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b) (1) and (b) (2) does not limit the ability of the Owner to require the Prime Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Prime Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Prime Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Prime Contractor nor accepted by the Owner. (f) If the Prime Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Architect/Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Prime Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Prime Contractor's expense. If the Prime Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne RFP 6391C Page 62 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 63 of 83 by the Prime Contractor, including compensation for the Architect/Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Prime Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Prime Contractor then or thereafter are not sufficient to cover the deficiency, the Prime Contractor shall pay the difference to the Owner. (g) The Prime Contractor shall bear the cost of correcting destroyed or damaged constriction of the Owner or separate contractors, whether the constriction is completed or partially completed, that is caused by the Prime Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Prime Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Prime Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Prime Contractor's liability with respect to the Prime Contractor's obligations other than specifically to correct the Work. (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. RFP 6391C Page 63 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 64 of 83 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Architect/Engineer will make a detailed inspection of the Work and will advise the Prime Contractor and the Prime Contractor's Surety of the items that require correction. The Architect/Engineer will make a subsequent inspection and if the corrections have been properly performed, the Architect/Engineer will issue a letter of release on the maintenance stipulations to the Prime Contractor and the Surety. If for any reason the Prime Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Prime Contractor, including but not limited to the following causes: (1) Failure or refiisal of the Prime Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Prime Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Prime Contractor to provide sufficient and proper equipment or constriction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Prime Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. (6) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7) Failure or refiisal of the Prime Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Architect/Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the constriction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Prime Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Prime Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Prime Contractor and the surety or its authorized agents, assume the obligations of the Prime Contractor for the Work or that portion of the Work which the Owner has ordered the Prime Contractor to discontinue and may: RFP 6391C Page 64 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 65 of 83 (1) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Prime Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Prime Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Architect/Engineer and attorney's fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Prime Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the Prime Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Prime Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Prime Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Prime Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Prime Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney's fees), and damages incurred as a result of the termination. RFP 6391C Page 65 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 66 of 83 (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Prime Contractor, then the Owner may pay to the Prime Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Prime Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Prime Contractor, then the Prime Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Prime Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The unconditional right to terminate this Contract for the convenience of the Owner (including but not limited to non -appropriation of fiinding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Prime Contractor. Upon the Prime Contractor's receipt of such written notice, the Prime Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Prime Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Prime Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Prime Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Prime Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3) situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4) other unforeseen conditions or circumstances. RFP 6391C Page 66 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 67 of 83 (b) The Prime Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Prime Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Prime Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Prime Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be in all things governed by the laws of the State of Texas without regard to conflict of laws principles. (b) The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, riles and regulations, as amended. 14.2 SUCCESSORS AND ASSIGNS The Owner and the Prime Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Prime Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Prime Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Prime Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. RFP 6391C Page 67 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 68 of 83 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given tinder this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Prime Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Prime Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the kmowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. RFP 6391C Page 68 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 69 of 83 14.8 INDEPENDENT CONTRACTOR In performing the Work tinder this Contract, the relationship between the Owner and the Prime Contractor is that of an independent contractor. The Prime Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Prime Contractor an agent, servant, or employee of the Owner, or making the Prime Contractor or any of the Prime Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Prime Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Prime Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Prime Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Prime Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with fiull access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Prime Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require the Prime Contractor to remove any employee of the Prime Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Prime Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. RFP 6391C Page 69 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 70 of 83 ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Prime Contractor grants the Owner the right to audit, at the Owner's election, all of the Prime Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Prime Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Prime Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6391C Page 70 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 71 of 83 EXHIBIT D PAYMENT AND PERFORMANCE BOND REQUIREMENTS Contractor will be required to fiirnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. RFP 4 6391C Page 71 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 72 of 83 EXHIBIT E INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. RFP # 6391C That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Page 72 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 73 of 83 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided tinder a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided tinder a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: RFP 4 6391C Page 73 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 74 of 83 • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or constriction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rile 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. RFP 4 6391C Page 74 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 75 of 83 [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [X] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP # 6391C Page 75 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 76 of 83 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which fiurnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: RFP 4 6391C a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 76 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 77 of 83 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the diaration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. L The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; RFP 4 6391C Page 77 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 78 of 83 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP # 6391C Page 78 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 79 of 83 Exhibit F Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an oriuinal notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : htlps://www.ethics.state.tx.us/whatsnew/elf info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing (c cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. RFP 4 6391C Page 79 of 83 DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D T O M v 0 rn 0 0 0 0 0 0 0 _ CO O O O 0 M O E i O O F OJ O O O V) LO O V) M O O cvj O O ER � � ER C � ER ER ER t O h N co ^ O co Y N O Y Q1 co � C ON N O U O 0 O � O CO O co N E co 6q a` � 00 O 0 O M 0 m c 0 0 o M a v C6 61co co �_ �_ N 'm O y v3 e» v3 e» e» m L U y U a ° d ca 0 o c Y a c Y C 3 � N U U s ° ° N N N 'N ° N co N Uaf N Q O. O U Q N O > N U O0 0 N 0 O Cl) t Y X E 0w aO U N OOy E N d Q1 N `p U p N U N p c N of a N G O O 'O U O N O Q E O U O H U Z O p N Z O J W U Q .2: .2:U >+ O N 7 y 0 a o � .� ° m Q)° 'o ° a s N o 0 0 -o N o m s -� N— — N N .. 7 C O d t O c U -� L N � Q d �O LL N co L Q N CL O N >+ N U 7 co O U O U O N c O N O O \ NO O E .O N O N N U U O d LL L O ) Q LL Q N 0 t N W N h Q%>' N O >' i U N E co c c .0 m'O 2 C O _0N O 0 N '6 N N O� �F O O U O O -= �U U O N O o n c p 0)o N U d U) 0 c �° 0 o 0 O E o a) o co w i 3 a �- t_ U -o Z c c p O O ) O O N O M N Y U CO W U)CO (n W Q d ++N _0 N _0 Y N O L U �_ H O Y q~ O O 0 CAO o U C O C O C O i O O U O 'V J CO p) O p C � O N N N 'V 15 0 m N .0 O = J J J J J J J J J (p Vh Of OfH U O Q M H m d O h 0 C N z U i L- CL w = a Y chi U T o p § § 2 \ § E S E \ ) § G / LLI Q § a §) 0—, a § § / 2 \ ) c »_ ? ? \- A o g=.&§$`� �I-I°) =°#� C) �' » £fes®G� 3\\ g»\/\2k �« % \5 9 \R���\%�§ fig»Cc:So /\6))/\ /\ N a) a) Cc:, ,ac�222==)!� %=�2»==>%= =»9-- 6 �k\!e�§2)!E! § k7\\}»%\% te=oE\7\a22/=§a §% 2gC:=9 G 9222^cc22.2==§c9 LLI C) r 2 0 E: .2 .2 22230 o> 4E E \) 'n ° ° § =97}#:C:0-0#/»98§3 \ ) ° �° §5 Q) §5 C \2 \2 \2 0 ƒ LU ] § / 0 \ a r w - B } \ DocuSign Envelope ID: B3CCE025-BB70-42EC-87CD-DEE8494B053D Page 83 of 83 EXHIBIT H City of' Denton RIT 6391 C ATTACI-IMENTE-CONFLICT OF INTEKESTQUEsTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ Foi- vendor air othei' pe!Ls siticss With local governmental entity ------ 1 — - — - ------------- - This quil7stionnaire, reflects changes inade to the lavir by R.B. 23, 84tb Leg., Repilar ;ession. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business 1-clalionship is defined by Section 176,001(1-a) wtli a local governmcnW entity and the vendor meets requirements under Section I 76Vt6(a). By law this queslionnaire must be filed with the records administrator of the local government entity not later than the 7th business day, after the date the vendor beconics aware ofEaos that 1-C(lUire the statement to be filed, 5'ee Section 176.006(a-1), Local Government Code, A vendor commits sari offense if flw vendor knoNvingly violates Section 17C ,00: Local Grovernment Codc- An offense under this section is a misdenicanor. Name ot'vendor who has a busiri"A relationship with local governmental tntit)% 11 C71heck this box if you are filing an update to A previously filed questionnaire. (The law rccjuirca that you file an updated completed questionnaire with the appyopriate filing authority not later- than ffic 7"' business day after the date on which you became aware that the originally filed questionnaire vv,,os incornpletc or inaccura"c') Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (kni 3 including subparts A, 13, C & D), rnust be completed fol, cach officerwith WhDin the vendor has an etnploynient or other business telationship adefined by Section 176,001(1-a), Local Govcmjnevjt Code, Attach additional pages to this Frani CiQ as nc=ssary, A, Is the tocal government (,Pfficcr nained in this section receiving or likely to receive taxable income, otherthan investment income, frorn the verator? E-1 Yes E] No B, Is Oic vendor receiving or Rely to receive taxable incorne, other than investment income, frorn or at the direction ofthe local goverrattent officer naired in this section AND the taxable inconic is not received frorn the local governmental entity'? Yes No C. Is the filer of Mis questionnaire eniployed bya corl)orafion or other busincss entity with rcwpcct it) which the local governpuent officer serves as an officer or director, or holdson, ownership of one pen.T111 Or nloro? D, Describe each ernploynicni or busirios and fanifly relationship with the I=d goventnicra officer warned in this section, 1*1 1 have no Conflict of Interest to di,"Jose, Lp� 9 . .. ... ... . . ....... Signanrrc of vendor governmental coxiiy RFT 6391 C - Main DOCIMICilt Page 83 of 83 Date 11 ate 15 o IF 16 Certificate Of Completion Envelope Id: B3CCE025BB7042EC87CDDEE8494B053D Subject: City Council Docusign Item -6391 C Source Envelope: Document Pages: 84 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/24/2017 1:02:34 PM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Kenneth Williamson kwilliamson@linksconstruction.com Vice President Kenneth Williamson Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/25/2017 2:59:58 PM ID:9c2a8dOc-bcdb-45f2-a2cd-d9cb68a7864a John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Jody Word jody.word@cityofdenton.com Signature = Using IP Address: 129.120.6.150 IMMSBtn, 7Y71.13AIi 979346d... Using IP Address: 173.74.201.210 jDrncuR�Ygned idy:; C(8N'99N'396 C 4309 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 4/24/2017 1:07:48 PM Viewed: 4/24/2017 1:08:06 PM Signed: 4/24/2017 1:12:43 PM Sent: 4/24/2017 1:12:57 PM Viewed: 4/25/2017 2:59:58 PM Signed: 4/25/2017 3:17:03 PM Sent: 4/25/2017 3:17:15 PM Viewed: 4/25/2017 3:19:59 PM Signed: 4/25/2017 3:20:16 PM Sent: 4/25/2017 3:20:27 PM Viewed: 4/26/2017 7:43:02 AM Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Timestamp Editor ❑eliver❑ Events Status Timestamp ❑gent ❑eliver❑ Events Status Timestamp rntermediar❑ ❑eliver❑ Events Status Timestamp Certified ❑eliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Julia Winkley Sent: 4/25/2017 3:17:14 PM julia.winkley@cityofdenton.com COPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Sent: 4/25/2017 3:17:14 PM Caron Cop[] Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Christine Taylor christine.taylor@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Janie McLeod janie.mcleod@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 4/25/2017 3:20:27 PM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Kenneth Williamson, Todd Hileman, Robin Fox 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. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-534, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management DCM: Bryan Langley AGENDA DATE: May 2, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the City of Richardson, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 6441 -Cooperative Purchasing Program Agreement with the City of Richardson). FILE INFORMATION Section 271.102 of the Texas Local Government Code, authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached Agreement is an authorization for the City of Denton to participate in contracts awarded by the City of Richardson and for the City of Richardson to participate in contracts awarded by the City of Denton. The contract will remain in effect until terminated by either party. This Agreement will allow both entities to utilize contracts for goods and services competitively bid by the other party to the contract. The bid process followed by both entities meets all statutory bidding requirements. Upon approval of the Agreement, the City of Richardson intends to utilize the City of Denton's RFP 5442 for Construction of Traffic Signal Intersections (Exhibit 1). RECOMMENDATION Approve an Interlocal Cooperative Purchasing Program Agreement with the City of Richardson. PRINCIPAL PLACE OF BUSINESS City of Richardson Richardson, TX ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-534, Version: 1 FISCAL INFORMATION Each future acquisition, based on this Agreement, will follow the City of Denton fiscal verification policy and be charged to the appropriate budget account. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Contract 45442 Exhibit 2: Ordinance Exhibit 3: Cooperative Purchasing Agreement with Richardson Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Karen Smith at 349-8436. City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI EXHIBIT 1 THE STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. RFP NO. 5442 THIS SECOND AMENDMENT TO CONTRACT 5442 ("Amendment") by and between the City of Denton, Texas ("City") and Durable Specialties, Inc. ("Supplier"); The CITY deems it necessary to further expand the goods/services provided by SUPPLIER to the CITY by adding the language shown below to allow other governmental entities to use this contract. NOW THEREFORE, 1. The contract is amended to read as follows "This contract will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within this contract. Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton Contract Number 5442 within the purchase order document." All other provisions of the Contract 5442, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this the 14 day of April , 2017. RFP 5442 — Amendment 42 Page 1 of 2 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: By: JODY WORD BUYER "SUPPLIER" DURABLE SPECIALTIES, INC. A Corporation DocuSigned by: F a�vtf.� �iV'�c�. 4/14/2017 By: aa€�as�... AUTHORIZED SIGNATURE, TITLE RFP 5442 — Amendment 42 Page 2 of 2 EXHIBIT I DocuS(gn Envelope ID: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 TI -II: STATI OF TEXAS § S COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. RFP NO. 5442 THIS FIRST AMENDMENT TO CONTRACT 5442 ("Amendment") by and between the City of Denton, Texas ("City") and Durable Specialties, Inc. ("Supplier"); The CITY deems it necessary to further expand the goods/services provided by SUPPLIER to the CITY; NOW THEREFORE, 1. Exhibit B "Special Terms and Conditions", Total Contract Amount of the Agreement is hereby amended to read as follows: "Total Contract Amount for services shall not exceed $4,500,000 per term. Pricing shall be per Exhibit C attached, the contract amount remains the same. 2. Exhibit A "City of Denton Request for Proposal", of the contract we are wanting to extend this contract for additional six (6) months which will be extended till October 1, 2017" All other provisions of the contract 5442, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this the day of 3/16/217 2017. RFP 5442 — Amendment 41 Page I of 2 DocuSign Envelope 11D: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 EXHIBIT I "CITY" CITY OF DENTON, TEXAS ATexas Municipal Corporation By: 1�Do—Signed by: fVo, f?r6& FBACF935410 ELTON BROCK PURCHASING MANAGER "SUPPLIER" DURABLE SPECIALTIES, INC. A Corporation DocuSigned by: �3/16/2017 By: �dn& by � z AUTHORIZED SIGNATURE, TITLE RFP 5442 — Amendment 41 Page 2 of 2 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. (RFP 5442) THIS CONTRACT is made and entered into this 1 day of April, 2014, by and between Durable Specialties, Inc. a corporation, whose address is 2302 Paddock Way Dr., Grand Prairie, TX 75050, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RFP # 5442, for Construction of Traffic Intersections, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A". The Contract consists of this: written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Request for Proposal #5442 in the office of the Purchasing Manager (Exhibit "A"); (b) City of Denton Standard Terms and Conditions (Exhibit "B"); (c) Insurance Requirements (Exhibit "C"); (d) Payment and Performance Bond (Exhibit "D"); (e) Contractor's Pricing and Information (Exhibit "F" ); (f) Conflict of Interest (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to this written Contract, and then to the contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. "CONTRACTOR" Durable Specialties, Inc. _ ATTEST: By- f TH RIZED SIGN TU By: w TYPED NAME: a f+w AUCLO TITLE: 705), ATTEST: JENNIFER WALTERS, CITY SECRETARY 0 50440111101 01m � nel No APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I: PHONE NUMBER ?A?I(Ok3nLI ' s. E-MAIL ADDRES CITY OF DENTON, TEXAS A Texas Municipal Corporation By: GEO GE LCAMPBELL CITY MANAGER 2 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "B" CITY OF DENTON GENERAL CONDITIONS FOR BUILDING CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: (1) between the Engineer and Contractor; (2) between the Owner and a Subcontractor or Sub -subcontractor; or (3) between any persons or entities other than the Owner and Contractor. The Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Engineer's duties, DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 c) THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Contractor, or any Subcontractors, Sub - subcontractors, material suppliers, or any other entity for whom the Contractor is responsible, to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Contractor's Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non - friable; DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum. products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001 (1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Contractor shall not perform such Work without having obtained a clarification from the Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) addenda, with those addenda of later date having precedence over those of an earlier date; (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) the Specifications and Drawings. 1.3 OWNERSHIP AND USE OF ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c) Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Contractor as scheduled and Contractor is not prepared to accept or act on such information or services, then Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article b (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 1 I (Insurance and Bonds). (f) The Owner shall forward all instructions to the Contractor through the Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Engineer in the performance of the Engineer's duties and to verify the Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of notice from the Owner, the Owner may correct the Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Contractor from payments then or thereafter due to the Contractor. The cost of correction is subject to verification (but not approval) by the Engineer. If payments then or thereafter DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 due the Contractor are not sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written notice to proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 THE CONTRACTOR 31 DEFINITION OF CONTRACTOR The Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Contractor may discover. The Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition as is in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12.. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 any other persons performing portions of the Work under a subcontract with the Contractor or with any Subcontractor, and all other persons or entities for which the Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Contractor. (c) The Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Engineer in the Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Contractor. (d) The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Contractor's responsibility under this paragraph will not in any way eliminate the Engineer's responsibility to the Owner under the Engineer/Owner Agreement. (e) Any Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or separate contractor without the Contractor having given written notice to the Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Contractor. The Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor for his own Work shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other 10 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 facilities and services necessary for proper execution and completion of the Work; whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) to bona fide residents of the City of Denton, Texas; (2) to bona fide residents of the County of Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN ONE (1) YEAR AFTER DISCOVERY BY THE OWNER OF THE LATENT DEFECT. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories 11 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (b) Except as provided in Subparagraph (d) below, it is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Contractor shall promptly notify the Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (c) If the Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Engineer and the Owner, the Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the. Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor's costs under Clause (b) (3); (5) the Owner retains the right to review and approve Subcontractors selected by the Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT (PROJECT MANAGER -ONSITE SUPERVISOR) 12 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Contractor replace its superintendent at any time and the Contractor will replace said superintendent at the Owner's direction. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Contractor; and (ii) the latest date for approval by the Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Contractor shall prepare and submit to the Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. 13 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 The updated schedule must be submitted with the Contractor's Application for Payment. No application will be certified without a satisfactory update to the construction schedule. (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Contractor shall also prepare and keep current, for the Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Engineer reasonable time to review submittals. (c) The Contractor shall conform to the most recent schedules approved as to form by the Engineer and the Owner. Any subsequent revisions made by the Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Contractor shall take such steps as may be necessary to improve his progress, and the Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required .above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Engineer and shall be delivered to the Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. 14 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) 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 Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Engineer is subject to the limitations of Paragraph 4.2. (e) The Contractor shall review, approve and submit to the Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. (f) The Contractor 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 Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Engineer, subject to a formal Change Order signed by the Owner, Engineer and Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Engineer's approval thereof Further, 'notwithstanding any approval of a submittal by the Engineer, the Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Contractor to the Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Engineer on previous submittals. In the absence of such written notice, the Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Engineer is not expected to take responsive action may be so identified in the Contract Documents. 15 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (k) When professional certification of performance criteria of materials, systems, or. equipment is required by the Contract Documents, the Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CLEANING UP (a) The Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. 3.15 ACCESS TO WORK The Contractor shall provide the Owner and the Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.16 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Contractor shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Engineer timely notice of when and where tests and inspections are to be made so the Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(x), the Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Engineer of when and where tests and inspections are to be made so that the Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Engineer's services and expenses, if any. The Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. 16 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (d) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.17 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ENGINEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE INFRINGEMENT. In the event the Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Contractor shall immediately notify the Owner and the Engineer of same. 3.18 INDEMNIFICATION (a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph .3.19 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers compensation acts, disability benefit acts or other employee benefit acts. 17 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Engineer under the above-mentioned laws and regulations are secondary to those of the Contractor. ARTICLE 4 CONTRACT ADMINISTRATION 41 THE DESIGN PROFESSIONAL (ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Engineer" means the Engineer or the Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Engineer shall apply to the Owner -designated Engineer representative and the Owner -designated Engineer representative shall be accorded that same status by the Contractor. (b) In the event the Engineer is an outside person or firm and the Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Engineer to replace the former, or may designate a qualified Owner representative to serve as the Engineer. The replacement Engineer, whether an Owner representative, an independent Engineer or any other qualified person or entity, shall be regarded as the Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Engineer, with the Owner notifying the Contractor of any such changes. The Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes 18 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, MUST BE MADE BY WRITTEN NOTICE TO THE ENGINEER AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from. concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Contractor by his signature) of the Contractor, verifying the truth and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Engineer. Claims, disputes, and other matters in question between the Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Engineer for recommendation to the Owner, which recommendation the Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Contractor to submit the Claim to the Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed;. provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) .a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of .the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. 19 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT THE CONTRACTOR'S OWN RISK. THE OWNER AND THE ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (fl Claims for Additional Cost. If the Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Engineer; (2) a written order for a minor change in the Work issued by the Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Contractor asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Contractor to submit and assert the claim against the Owner shall be subject to: (1) the requirements of Paragraph 4.3 of these General Conditions; and 20 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Contractor to seek and assert such claim against the Owner: (ii) The Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Contractor has agreed to be legally responsible to the Subcontractor for pursing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Contractor's included markup (subject to .the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Contractor in the claim submittal materials. (ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed to be valid. (iii) The Subcontractor making the claim to the Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Contractor in the claim submittal materials. (3) Any failure of the Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part_ The Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). 21 0 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) In the event that the Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Contractor provided within fourteen (14) days after receipt of the Contractor's Claim. If the Owner denies the Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, W141CH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. 22 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Contractor and the Owner, the Contractor shall furnish to the Engineer in writing, for acceptance by the Owner and the Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Contractor shall not contract with a proposed person or entity to whom the Owner or Engineer has made reasonable and timely objection. (c) Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Contractor shall not change a Subcontractor previously selected if the Owner or Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents (including but not limited to 23 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 these General Conditions), and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and the Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project_ RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. (2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE 24 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 OWNER OR THE ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. ARTICLE 6 CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make a claim as provided elsewhere in and in accordance with the Contract Documents. (b) When separate contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them.. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Contractor's Change Order proposal is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to. have the same rights which apply to the Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 25 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 6.2 MUTUAL RESPONSIBILITY (a) The Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Engineer. Should any interference occur between the Contractor and a separate contractor, the Engineer or the Owner may furnish the Contractor with written instructions designating priority of effort or change in methods, whereupon the Contractor shall immediately comply with such direction. In such event, the Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Engineer; no increase in the Contract Sum, however, shall be due to the Contractor. (d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Contractor cause damage to the work or property of any separate contractor on the Project, the Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Contractor who shall defend such proceedings, at the Contractor's expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Engineer recommends to be just. KI DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT I ARTICLE 7 AMENDMENTS 71 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Engineer,. issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(x) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a not -to -exceed lump sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; (2) unit prices stated in the Contract Documents or subsequently agreed upon; 27 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Contractor for whatever reason refuses to sign the Change Order in question, the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed 15%. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the 28 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Engineer a minimum of thirty (30) calendar days after receipt by the Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary, All of the Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (b) All Amendments require approval by either the City Council or, where authorized by the state law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of 29 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 30 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Contractor shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop 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 or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Contractor shall not suspend the Work in whole or in part without written authority from the Engineer or the Owner, and shall resume the Work promptly when notified by the Engineer or the Owner to resume operations. 31 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (g) In the event of a delay that is the responsibility of the Contractor or any of the Subcontractors, for which the Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Contractor is entitled to a time extension, as determined by the Engineer, Owner may similarly direct acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Contractor shall submit to the Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, when approved by the Engineer and the Owner, shall be used as a basis for the Contractor's Application for -Payment. The schedule of values shall follow the trade division of the Specifications. Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Contractor's right to payment as the Owner or Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred 32 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 in storage of materials or equipment away from the Project site will NOT he made by Owner unless: (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims,. security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials; and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a) The Engineer will, within ten (10) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Engineer determines is properly due, or notify the Contractor and Owner in writing of the Engineer's reasons for withholding certification in whole or in part as provided in (a) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. 33 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) The issuance of a Certificate for Payment will constitute a representation by the Engineer to the Owner, based on the Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Engineer has: (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (c) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (d) The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. (e) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if Kul DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 in the Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Engineer or the Owner is unable to certify payment in the amount of the Application, the Engineer or the Owner will notify the Contractor as provided in Subparagraph 9.4(a). If the Contractor and Engineer or the Owner cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which the Engineer is able to make the required representations to the Owner. The Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Engineer's or Owner's opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (S) mathematical or other errors that are discovered in the Application for Payment. (b) When each of the above reasons that existed for withholding certification are removed or remedied, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for 35 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Contractor default remains uncured. (b) The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractors portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in similar manner. (c) The Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Contractor or, in the event of the Contractor's failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Contractor shall prepare and submit to the Engineer a comprehensive list of remaining items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. if the Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Engineer. The Contractor shall then submit a request for another inspection by the Engineer to determine Substantial Completion. When the 36 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Work or designated portion of the Work is Substantially Complete, the Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit a list to the Engineer as provided under Subparagraph 9.7(b). Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the (a) progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Contractor, and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Engineer will promptly issue a final Certificate for Payment stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Engineer's final Certificate for Payment will constitute a further representation .that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor's being entitled to final payment have been fulfilled. Owner will normally make 37 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit under Clause (b)(1) shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion and the Engineer confirms the delay, the Owner shall, upon application by the Contractor and certification by the Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been fumished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 38 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements; roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) USE OF EXPLOSIVES IS PROHIBITED - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract,. this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Contractor shall furnish the Owner and the Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the 39 ■ DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Owner and the Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Engineer. (e) The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (f) The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Engineer. (g) The Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Contractor's neglect shall be deducted from the Contract Sum. The Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to 40 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 postpone or prohibit any closure or obstruction of any streets .or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Contractor shall, when directed by the Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Contractor shall, at the Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work_ Whenever evidence is found of such damage, the Engineer may order the damaged portion immediately removed and replaced by the Contractor at Contractor's cost and expense. The Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Contractor. 10.7 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) Traffic Department will supply contractor with Electricity through coordination with DME. 10.8 USE OF FIRE HYDRANTS The Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.9 ENVIRONMENTAL COMPLIANCE 41 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (a) The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separatf contractor or through a Change Order with the Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible for remediating the condition at the sole expense of the Contractor in accordance with the Contractor's APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c) The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Engineer so that they may observe the activities; provided, however, that it shall be the Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d) The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon 42 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 request to the Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (e) The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such ashydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. (f) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SP.RP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected; or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.2 PROPERTY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.3 `UMBRELLA' LIABILITY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.6 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.3(b), the Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by ,the Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.3(c) and approved by the Owner. The surety bonds shall be 43 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 accompanied by an appropriate Power -of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) year from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $100,000, Performance in 100% of the Contract Sum are mandatory and shall be provided by the Contractor. If the Contract Sum is greater than $50,000 but less than or equal to $100,000, only a Payment Bond in 100% of the Contract amount is mandatory; provided, however, that the Contractor may elect to furnish a Performance Bond in the same amount if the Contractor so chooses. If the Contract Sum is less than or equal to $25,000, the Contractor may elect not to provide Performance and Payment Bonds; provided that in such event, no money will be paid to the Contractor until final completion and acceptance of all work by Owner. If the Contractor elects to provide Performance and Payment Bonds 100% of the total Contract Sum, progress payments in accordance with these General Conditions shall be disbursed. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) The person or persons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after such award, sign the required Contract with the Owner and provide the necessary surety bonds and evidence of insurance as required under the Contract Documents. No Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed for the Owner by the City Manager, the performance and payment bonds and evidence of insurance have been furnished as required by the Contract Documents, and the fully executed contract has been delivered to the Contractor. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds and evidence of insurance within ten (10) days after the Contract is awarded or as soon thereafter as the Owner can assemble and deliver the Contract shall constitute a material breach of the Contractor's bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Contractor's failure to execute and furnish the statutory bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.3(e). In the event the Owner should re -advertise for bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re -advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Engineer, be uncovered for the Engineer's observation and be replaced at the Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Engineer has not specifically requested to observe prior to it being covered, the Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Contractor shall promptly correct Work rejected by the Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Engineer's services and expenses made necessary thereby. (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Engineer or the Owner to do so unless the Owner has previously given the Contractor a written acceptance or waiver of the defect or nonconformity. The Contractor's 'obligation to correct defective or nonconforming Work remains in effect for: (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or 45 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) the stipulated duration of any applicable special warranty required by the Contract Documents. (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the ability of the Owner to require the Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. (f) If the Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Contractor, including compensation for the Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are not sufficient to cover the deficiency, the Contractor shall pay the difference to the Owner. (g) The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 46 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided .in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Engineer will make a detailed inspection of the Work and will advise the Contractor and the Contractor's Surety of the items that require correction. The Engineer will make a subsequent inspection and if the corrections have been properly performed, the Engineer will issue a letter of release on the maintenance stipulations to the Contractor and the Surety. If for any reason the Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Contractor, including but not limited to the following causes: (1) Failure or refusal of the Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. 47 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Engineer or the Owner as provided for in the Contract Documents. (7) failure or refusal of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(c), the Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Contractor for the Work or that portion of the Work which the Owner has ordered the Contractor to discontinue and may: (1) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Engineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the 48 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Contractor, then the Owner may pay to the Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Contractor, then the Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The right to terminate this Contract for the convenience of the Owner (including but not limited to nonappropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written. notice of termination for convenience to the Contractor. Upon the Contractor's receipt of such written notice, the Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; 49 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3) situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4) other unforeseen conditions or circumstances. (b) The Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 50 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 14.2 SUCCESSORS AND ASSIGNS The Owner and the Contractor respectively bind themselves, their partners, successors, assigns; and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 51 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require- the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services 52 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended., relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. Should a conflict arise between the PO, RFP document, supplier__ termer or contract; the terms and conditions set forth in the negotiated contract shall prevail, 53 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "C" INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposallbid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposabUd. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. 54 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. • Concerning the insurance to be furnished by the Contractor, it is a condition precedent to acceptability that: (1) All policies must comply with the applicable requirements and special provisions of Attachment A. (2) Any policy evidenced by a certificate of insurance or submitted for review shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements set forth herein, and the Owner's decision regarding whether any policy contains such provisions, contrary to this requirement, shall be final. • The Contractor agrees to the following special provisions: (1) The Contractor hereby waives subrogation rights for loss or damage to the extent .same are covered by insurance. Insurers shall have no right of recovery or subrogation against the Owner, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies. This waiver of subrogation shall be included, by endorsement or otherwise, as a provision of all policies required under Attachment A. (2) Insurance companies issuing the insurance policies and the Contractor shall have no recourse against the Owner for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of Contractor. (3) Approval, disapproval or failure to act by the Owner regarding any insurance supplied by the Contractor (or any Subcontractors) shall not relieve the Contractor of any responsibility or liability for damage or accidents as set forth in the Contract Documents. The bankruptcy, insolvency or denial of liability of or by the Contractor's insurance company shall likewise not exonerate or relieve the Contractor from liability. (4) The Owner reserves the right to review the insurance requirements of this Attachment A during the effective period of this Contract and to modify insurance coverage's and their limits when deemed necessary and prudent by the Owner's Risk Management Division, based upon economic conditions, the recommendation of professional insurance advisors, changes in statutory law, court decisions or other relevant factors. The Contractor agrees to make any reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either party to this Contract or upon the underwriter of any such policy provisions). Upon request by the Owner, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage's and shall pay the cost thereof 55 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (5) No special payments shall be made for any insurance policies that the Contractor and Subcontractors are required to carry; all are included in the stated Contract value. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability Form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCL>) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer`s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). 56 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,0004000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $_1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. 57 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 [ ] Builders' Risk Insurance Builders` Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [ ] Umbrella Liability Insurance Depending on the size of the project, the City may require the Contractor to obtain, pay for, and maintain umbrella liability insurance during the Contract term, insuring Contractor for an amount of not less than $3,000,000 per occurrence combined limit for Bodily Injury (including death) and Property Damage, that follows form and applies in excess of the primary coverage required hereinabove. The Owner and Engineer shall be named as additional insureds using the broadest form of endorsement available, with such status extended to include the extension of the completed operations coverage as described in this Attachment. The policy shall provide "drop down' coverage where underlying primary insurance coverage limits are insufficient or exhausted. 58 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 ATTACHMENT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC781, TWCC-82, TWCC-83,.or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 59 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the. project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 60 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 61 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "D" PERFORMANCE BOND Bond#3375534 STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: That Durable Specialties, lnc.t4evhose address is 2302 Paddock Way Dr Grand Prairie, TX* hereinafter called Principal, and Great American Insurance Company ,of New York a corporation organized and existing under the laws of the State of r-- NY , and folly authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of Two Hundred and Fifty Thousand and no/] 00 DOLLAR 50,000.00 lawful money of the United States, to be paid in Denton County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, funa.ly by these presents. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond. *75050 THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain. Contract, identified by Ordinance'Nber 2014- 089, with the City of Denton, the Owner, dated the 1 day of April A.D. 2014,✓a copy of whichis he eto attached and made a part hereof, for RFP # 5442 Construction of Traffic Intersections NOW, TIJEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original term thereof and any extension thereof which may be granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in Denton County, State of Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instr meet is executed in four copies, each one of which shall be deemed an original, this the 1 day of April, 2014. ATTEST: PRINCIPAL w r Durabl/SDeCialties. Inc. BY: �✓�1.. SECRETARY BY: /"Sff)EDfT ATTEST: SURETY Great American Insurance C parry ew York BY: m` BY: ATTORNEY-IN-FACT .lack M Crowley �.- The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurance Group, Inc. Bret Tomlinson STREET ADDRESS: 124 Old Town Blvd. #200 Argyle, TX 76226 (NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name.) 63 p� �¢� !,Q DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK'S New York Administrative Office: 301 E 4TH STREET - CINCINNATI, OHIO 45202 - 513-369-5000 - FAX 513-723-2740 The number of persons authorized by this power of attorney is not more than FOUR No. O 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shalt not exceed the limit stated below. Na a Address Limit of Power JACK M. CROWLEYL7 PATRICIA A. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADDISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attorneys) -in -fact named above. IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK ppIVOMTE , SEAL Assistant Secretary STATE OF OHIO, COUNTY OF HAMILTON -ss: Divisional Senior Vice Presidenr DAVID C. KrrCHIN (877-377=2405) On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY PUBLIC, STATE OF OH1O W COMMIBNIN IWIRE6 02-20.16 • N � This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisional lice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attomeys-in-Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary orAssistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 have not been revoked and are now in full force and effect. - Signed and sealed this 1 st day of Apra.. 2014 OGNGNA7E - •' SEAL A.rsrsiaw Secretary 511851 (4151) ���� DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT I Exhibit "D" PA171 ERT BOND Bond#3375534 STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Durable Specialties. Tic_✓whose address is 2302 Paddock Way Drive, Grand rairie TX 15050 hereinafter called PrincipaL and Great American Insurance Co of NY , a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, and unto all persons, firms, and corporations who may furnish materials for, or perform labor upon, the building or improvewen s hereinafter r ferred to, in the penal sum of Two Hundred and Fifty Thousand and no/100 DOLLARS`(1250,000.00Km money of the United Stales, to be paid in Denton, County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall automatically be increased by the amount of any Charge Order or Supplemental Agreement which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement which reduces the Contract pace decrease the penal sura of this Bond. THE OBLIGATION TO PAY SARIS is conditioned as follows: Whereas, the Principal entered into a certain Contract, identified by�inance Number 2014-- 089, with the City of Denton, the Owner, dated the 1 day of April A.D. 2014 copy of which ismhereto attached and made a part hereof. for RFI' 5442 -Construction of Traffic Control Intersections.,,/ NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, fns, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract that may hereafter by wade, notice of which modifications to the Surety being hereby expressly waived, then this obligation shall be void, otherwise it shall remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc-, accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such surety, as provided by Article 7.19-1 of the Insurance Code, Vernons Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrument' executed in four copies, each one of which shall be deemed an original, this the 1 day of April, 2014.../ ATTEST: PRINCIPAL - DuTable Specialties, Inc. BY: C /Ct/I,o�PJ r SECRETARY BY. P ID T ATTEST: law SURETY: / G V/ 'York BY: ATT Y -1N- ACT ac row ey ` The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurazrce Group, Inc./ Bret Tomlinson. STREET ADDRESS: 124 Old Town Blvd., #200, Argyle, TX 76226 (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name) 65 `ile S DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK New York Administrative Office: 301 E 4TH STREET • CINCINNATI, OHIO 45202 • 513-369-5000 • FAX 513-723-2744 The number of persons authorized by this power of attorney is not more than FOUR No. 0 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attomey-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Na a Address Limit of Power JACK M. CROWLEY7 PATRICIAA. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADOISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attomey(s)-in-fact named above, IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK w SEAL Assistant Secretary Divisional Senior Vice President DAV113 0. KITCHIN (877-377-2405) - STATE OF OHIO, COUNTY OF HAMILTON -ss: On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, tome known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he Knows the seal; that it was so affixed by authority of his office under the By -taws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM •�• NOTARY PUBLIC, STATE OF OHIO MY C{I�WM EIfPIRES o2-�18 This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED. That the Divisional President, the several Divisional Senior Ince Presidents, Divisional Vice Presidents and Divisional Assistant Ince Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER. That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company maybe affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 h e not been revoked and are now in full force and effect. Signed and sealed this 1 St day of April 2014 n SEAL Assistant Secretary - 811851(4/11) DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Great American Insurance Company of New York GREATAGreat American Alliance Insurance Company ME�tFCA2� INSURANCE GROUP Great American Insurance Company IMPORTANT NOTICE: To obtain information or make a complaint: You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-890-252-3439 You may write the Texas Departnent of Insurance at: P.O. Box 149104 Austin, TX 78714-9104 FAX# 1-512-475-1771 Your notice of claim against the attached bond may be given to the surety company that issued the bond by sending it by certified or registered mail to the following address: Mailing Address: Great American Insurance Company Claim P.O. Box 2575 Cincinnati, Ohio 45201-2575 Physical Address: Great American Insurance Company Claim 580 Walnut Street 7th Floor Cincinnati, Ohio 45202-3180 You may also contact the Great American Insurance Company Claim office by telephone at: Telephone Number. 1-513-369-5069 PREMIUM OR CLAIM DISPUTES: If you have a dispute concerning a premium, you should contact the agent first. If you have a dispute concerning a claim, you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR BOND: This notice is for information only and does not become a part or condition of the attached document F_9667A (12!02) DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 BLANK PAGE DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE dIPECIALTIES, INC, Exhibit "F" P.Q. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-295-6324 • FAX 1-972-780-7411 RFP #5442 CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS FOR THE CITY OF DENTON 67 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F w P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 City of Denton: RFP 5442 Statement of the Contractor's Understands of the Project Requirements • It is Durable Specialties, Inc. understanding we will be providing a turnkey construction of new traffic signals, modification to existing traffic signals and span wire traffic signal installations. Pavement markings to be performed by others. • Installation of traffic signals will be on a work order basis with a work. • The contract is for one year with an option for renewal after one year. • The goal is to perform installation of traffic signals in a timely manner and to the standards and expectations of the City of Denton. • The unique and long lead items will be supplied by the City of Denton; i.e- controller cabinets, vehicle detection equipment, preemption equipment, communication equipment, surveillance equipment, signal housings & LFDs, traffic signal pole assemblies and etc. • Durable Specialties, Inc. will supply the concrete, conduit, wire, cable, pull boxes, signal head mounting hardware, sign mounting hardware, electrical services, wood poles and down guys where indicated by their corresponding pay item. IX-NO20614 DENTON \O\ SITE: STATEMENT Of MF CONTRACTORS UNDERSTANDING OF THE PROJECT 68 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE. TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 City of Denton: RFP 5442 Organization A. Durable Specialties, Inc. Physical Address: 2302 Paddock Way Drive Grand Prairie, TX 75050 -Mailing Address: PO BOX 535969 Grand Prairie, TX 75053-5969 B. Durable Specialties, Inc. has been in business since 1984 as a traffic signal contractor providing turnkey traffic signal installation for North Texas Municipalities and TxDot. C. Business Profile: 1) Corporation 2) Established in 1984, 30 years doing business 3) 65 Employees 4) Specializing in traffic signal installation 5) 972-296-6324 Phone; 972-780-7411 Fax 6) 30 Years in business 7) Not Applicable 8) Single office location 9) Single office location 10) We provide turnkey traffic signal installation and own all of own equipment to provide this service. 11) Drew Shipman; 817-401-3070 Cell; drewriNurablespecialties.com Attached is our previous work experience and references. DUN020614 DENTON NON SITE: DSI ORGANIZATION 69 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 750353-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 WISE TXDOT -TARRANT MAJOR CONTRACTS 2007 FM 51 & PRESKITT RD CONTRACT SCOPE OF WORK YEARMOB # LOCATED NAME AND AMT $ 201,149.20 TRAFFIC SIGNAL 2071720 ADDRESS g 215,250.00 TRAFFIC SIGNAL 2007/702 AUSTIN MICA CORPORATION PO BOX 161609 183A - TURNPIKE PO BOX 161609 FT. WORTH, TEXAS 76161 S 385,700.00 TRAFFIC SIGNAL 2007/721 FT. WORTH, TEXAS 76161 S 219,500.00 TRAFFIC SIGNAL 2007/704 CITY OF DESOTO CITY OF DESOTO SYSTEM UPGRADE VARIOUS LOCATIONS 211 E. PLEASANT RUN RD FT. WORTH, TEXAS 76161 S 4,234.419.95 TRAFFIC SIGNAL 2007!723 DESOTO, TEXAS 75115 5 102,750.00 TRAFFIC SIGNAL 2007/706 GRAND PRAIRIE SPRING VALLEY CONSTRUCTION 2121 AVENUE J, #103 DORYN DR. & MAGNA 10950 ALDER CIRCLE ARLINGTON, TEXAS 76006 CARTA DALLAS_ TEXAS 75238-1353 S 357,900.00 ADAPTIVE CONTROL .20071708 TYLER CITY OF TYLER SIGNAL SYS U5 69 PO BOX 2039 3010 W. MAIN ST. TYLER, TEXAS 75710 $ 120,921.50 TRAFFIC SIGNAL 2007/710 SEAGOVILLE DUKE CONSTRUCTION ED A. WILSON DIVIDEND DR. & POINT 5495 BELTLINE RD #360 PO BOX 11423 WEST BLVD DALLAS, TEXAS 75254 $ 122,750.00 TRAFFIC SIGNAL 2007/711 DENTON ED BELL CONSTRUCTION JIM BOWMAN CONSTRUCTION FM 407 PO BOX 540787 1111 SUMMIT AVE, #1 DALLAS, TEXAS 75354-0787 $ 206,150.00 TRAFFIC SIGNAL 2007/712 DALLAS REBCON, INC. L H LACY CONSTRUCTION N. GALLOWAY AVE 1868 W. NORTHWEST HWY PO BOX 541297 TO BELTLINE RD DALLAS, TEXAS 75220 S 107,500.00 TRAFFIC SIGNAL 2007/714 WISE TXDOT -TARRANT FM 51 & PRESKITT RD PO BOX 6868 FT. WORTH, TEXAS 76115 $ 201,149.20 TRAFFIC SIGNAL 2071720 TARRANT MICA CORPORATION IH 30 & CENTER ST. PO BOX 161609 FT. WORTH, TEXAS 76161 S 385,700.00 TRAFFIC SIGNAL 2007/721 TARRANT MICA CORPORATION SH 199 PO BOX 161609 FT. WORTH, TEXAS 76161 S 4,234.419.95 TRAFFIC SIGNAL 2007!723 DALLAS ARCHER WESTERN VARIOUS LOCATIONS 2121 AVENUE J, #103 DART- CMGC-3 LINE ARLINGTON, TEXAS 76006 NW -2, NW -3, NW -4 $ 299,800.00 TRAFFIC SIGNAL 2007/725 DALLAS TRI -CON SERVICES, INC. NAAMAN SCHOOL RD 3010 W. MAIN ST. ROWLETT, TEXAS 75088 S 397,350.00 TRAFFIC S{GNAL 2007/729 WEATHERFORD ED A. WILSON MAIN ST. - DOWNTOWN PO BOX 11423 FT. WORTH, TEXAS 75110-0423 $ 103,600.00 TRAFFIC SIGNAL 2007/732 PLANO - VARIOUS LOC JIM BOWMAN CONSTRUCTION 1111 SUMMIT AVE, #1 PLANO, TEXAS 75074 S 117,300.00 TRAFFIC SIGNAL IMPRVTS 2007/735 HOLLAND RD & BROAD L H LACY CONSTRUCTION STREET PO BOX 541297 DALLAS,TEXAS 70 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRANO PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2007 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 136,715.00 TRAFFIC SIGNAL MODIFY 2007/737 LUNA RD & VALLEY VIEW JFG CONCRETE, INC. (RACETRAC) PO BOX 550 PRINCETON, TEXAS 75407 $ 164,000.00 TRAFFIC SIGNAL 2007/739 SH 170 & PARK VISTA CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 S 123,300.00 TRAFFIC SIGNAL 2007/743 AMARILLO BLVD & BRAD DRAKE CONSTRUCTION LOWES LANE 3737 LAMAR AVE, #700 PARIS, TEXAS 75462 5 566,720.00 TRAFFIC SIGNAL 2007/744 MOCKINGBIRD LANE GIBSON & ASSOCIATES, INC. PO BOX 800579 BALCH SPRINGS, TEXAS 75180 S 101,000.00 TRAFFIC SIGNAL 2007!745 BU 287P & FM 157 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $ 117,453.00 STREET LIGHTS/ 2007/746 TCCD SOUTH CAMPUS ROEBUCK CONCRETE CONTRACTORS TRAFFIC SIGNALS CAMPUS & JOE B PO BOX 301 RUSHING FT. WORTH, TEXAS 76.101 $ 462,568.80 TRAFFIC ISIGNALS 2007/751 FM 2499 MICA CORPORATION PO BOX 161609 FT, WORTH, TEXAS 76161 $ 2,835,000.00 TRAFFIC SIGNALS 2007/755 US 80 TXDOT - TYLER 15986 SH 155 TYLER, TEXAS 75703 S 254,500.00 RECONSTRUCT 2007/757 VARIOUS LOCATIONS CITY OF WACO TRAFFIC SIGNALS PO BOX 2570 WACO, TEXAS 76072 $ 334,800.00 TRAFFIC SIGNALS 2007/761 EXCHANGE PKWY LACY CONSTRUCTION TWIN CREEKS & SH 121 PO BOX 541297 DALLAS, TEXAS 75354 $ 369,165.00 TRAFFIC SIGNAL 20071762 SHADY OAKS & BRINKER LACY CONSTRUCTION IMPROVEMENTS PO BOX 541297 DALLAS, TEXAS 75354 $ 923.807.02 TRAFFIC SIGNAL 2007/763 IH 30 MICA CORPORATION INSTALL PO BOX 161609 FT. WORTH, TEXAS 76161 71 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969.* GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 644,378.30 TRAFFIC SIGNAL 2008/801 PANTHER CREEK PKWY MARIO SINACOLA & SONS IMPROVEMENTS AND LEGACY DR. PO BOX 2329 CITY OF FRISCO FRISCO, TEXAS 75034 $ 103,400.00 TRAFFIC SIGNAL 2008/805 SH 198 TEXAS STERLING TXDOT KAUFMAN COUNTY 2100 N. HWY 360, #106A GRAND PRAIRIE; TEXAS 75050 $ 130,375.00 TRAFFIC SIGNAL 2008/806 ROUTH CREEK PKWY L H. LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 $ 142,000.00 TRAFFIC SIGNAL 2008/807 BRIARGROVE TO REBCON NTTA RAILROAD NORTH TO 1868 W. NORTHWEST HWY PGBT DALLAS, TEXAS 75220 S 559,000.00 TRAFFIC SIGNAL 2008/808 VARIOUS LOCATIONS CITY OF GRAND PRAIRIE 206 W. CHURCH ST_ GRAN PRAIRIE, TEXAS 75050 5 454,250.00 TRAFFIC SIGNAL 2008/809 PLEASANT RIDGE RD. L. H. LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 $ 111,000.00 TRAFFIC SIGNAL 2008/811 WINSCOTT RD. & OLD CITY OF BENBROOK BENBROOK RD/BECKMAN 911 WINSCOTT RD. DRIVE BENBROOK, TEXAS 76126 S 413,022.00 TRAFFIC SIGNAL 2008/812 BELTLINE RD, ARAPAHO REBCON CITY OF RICHARDSON RD, CAMPBELL RD & COIT 1868 W. NORTHWEST HWY RD DALLAS, TEXAS 75220 S 379,290.00 TRAFFIC SIGNAL 2008/819 SH 360 @ SH 180(DIVIS€ON MICA CORPORATION TXDOT TARRANT STREET) PO BOX 161609 FT. WORTH, TEXAS 76161 S 420,483.00 TRAFFIC SIGNAL 2008/821 FM 2934 (ELDORADO MICA CORPORATION TXDOT COLLIN PKWY) PO BOX 161609 FT. WORTH, TEXAS 76161 S 651,165.00 TRAFFIC SIGNAL 2008/825 IH 30 TEXAS STERLING TXDOT DALLAS 2100 N. HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 $ 124,500.00 TRAFFIC SIGNAL 2008/826 SH 183 APAC-TEXAS, INC. TXDOT TARRANT PO BOX 1807 FT. WORTH, TEXAS 76101 $ 899,397.00 TRAFFIC SIGNAL 2008/827 FM 1171 GLENN THURMAN TXDOT DENTON PO BOX 850842 MESQUITE, TEXAS 75185-0842 S 472,400.00 TRAFFIC SIGNAL 2008/828 STADIUM DR. - DIVISION JACKSON CONSTRUCTION CITY OF ARLINGTON STREET TO RANDOL MILL 5112 SUN VALLEY DR. ROAD FT. WORTH, TEXAS 76119 S 365.037.50 TRAFFIC SIGNAL 20081829 MAYFIELD DR. JACKSON CONSTRUCTION CITY OF GRAND PRAIRIE 5112 SUN VALLEY DR. FT. WORTH, TEXAS 76119 72 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" 73 P 0. BOX 535969 • GRANO PRAMIE, TX 75053-5869 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 1,145,000.00 NON -SITE 2008/830 VARIOUS LOCATIONS TXDOT - DALLAS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 S 656,000.00 TRAFFIC SIGNAL 2008/831 BARNETT RD & JOHNSON TXDOT - WICHITA ROAD 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302 S 328,000.00 TRAFFIC SIGNAL 20081832 VARIOUS LOCATIONS TXDOT - DALLAS PO BOX 133067 DALLAS, TEXAS 75313 $ 125,600.00 TRAFFIC SIGNAL 20081835 TEASLEY LN & HICKORY C D HENDERSON CITY OF DENTON CREEK 1985 FOREST LANE GARLAND, TEXAS 75042 S 398:600,00 TRAFFIC SIGNAL 20081837 MOUNTAIN CREEK PKWY TEXAS STERLING TXDOT DALLAS 2100 N. HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 S 168,500.00 VIDEO DETECTION 2008/838 VARIOUS LOCATIONS CITY OF HALTOM CITY 4200 HOLLIS ST. HALTOM CITY, TEXAS 76111 $ 471,009.00 TRAFFIC SIGNAL 2008/845 GEORGE BUSH TURNPIKE MICA CORPORATION PO BOX 169609 FT. WORTH, TEXAS 76161 S 167,192.13 TRAFFIC SIGNAL 2008/845 US 75 UNDERPASS @ MICA CORPORATION TXDOT DALLAS PARKER RD PO BOX 161609 FT- WORTH, TEXAS 76161 $ 98,800.00 TRAFFIC SIGNAL 2008/849 DENTON TAP RD @ UNITED COMMERCIAL DEVELOPMENT CITY OF LEWISVILLE HIGHLAND DR_ 7001 PRESTON RD., #500 DALLAS, TEXAS 75205 $ 148,700.00 TRAFFIC SIGNAL 2008/850 IH 20 (FM 3325/FM 1187) MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 $ 124,300.00 TRAFFIC SIGNAL 2008/852 BELKNAP ST & GROVE ST. CITY OF FT. WORTH GROVE ST. & WEATHERFORE 5001 JAMES AVE, #301 ST. FT. WORTH, TEXAS 76115 $ 383,500.00 TRAFFIC SIGNAL 2008/856 FM 544 - WOODBRIDGE L. H. LACY CROSSING IMPRVMT PO BOX 541297 DALLAS, TEXS 75354 S 1,117,000.00 TRAFFIC SIGNAL 2008/857 1H 35E TXDOT-DALLAS PO BOX 133067 DALLAS, TEXAS 75313 5 302,000.00 TRAFFIC SIGNAL 2008/858 SH 121 - NTTA MICA CORPORATION PO SOX 161609 FT. WORTH, TEXAS 76161 73 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2009 $ 471,658.40 INSTALL 4 NEW TRAFFIC CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT 305 CENTURY PARKWAY ADDRESS $ 129,849.00 SIGNAL MODIFICATION 2009/901 W. 7TH & CURRIE ST. CONATSER CONSTRUCTION CITY OF FORT WORTH ELM ST - FROM AKARD TO TEXAS STANDARD CONSTRUCTION 5327 WICHITA ST. ERVAY PO BOX 210768 FT. WORTH, TEXSA 76102 5 260,077.00 TRAFFIC SIGNAL 2009/902 IH 20 (GREAT SOUTHWEST MCMAHON CONTRACTING TXDOT TARRANT COUNTY SOUTH OF MAIN ST. TO PARKWAY) PO BOX 153086 NORTH OF SHOR OF LAKE PO BOX 161609 IRVING, TEXAS 75015-3086 $ 302,700.00 TRAFFIC SIGNAL 2009/904 VARIOUS LOCATIONS CITY OF NORTH RICHLAND HILSS IMPROVEMENTS BELTLINE RD TO CASH CONSTRUCTION CO., INC. 7200 A DICK FISHER DR. S WHEATLAND RD.. PO BOX 1279 NORTH RICHLAND HILLS, TEXAS 76182-0609 S 1,098,700.00 TRAFFIC SIGNAL 2009/906 LOOP 12 MICA CORPORATION TXDOT DALLAS DEBBIE LANE @ BEN CITY OF MANSFIELD PO BOX 161609 BARBER ACADEMY 1200 E. BROAD ST_ FT. WORTH, TEXAS 76161 S 367,900.00 TRAFFIC SIGNAL 2009/910 VARIOUS LOCATIONS TOWN OF ADDISON SYSTEM IMPROVEMENTS SARAJANE @ GREAT MCMAHON CONTRACTING PO BOX 9010 SOUTHWEST PARKWAY PO BOX 153086 ADDISON, TEXAS 75001-9010 $ 149,000.00 TRAFFIC SIGNAL 2009/911 SH 171 PRATER EQUIPMENT CO.. INC TXDOT PARKER COUNTY FM 1382 REBCON, INC - PO BOX 746 1868 W. NORTHWEST HWY COMANCHE, TEXAS 76442 S 585,148.00 VITRUVIAN PARK PUBLIC 2009/914 VITRUVIAN PARK NORTH TEXAS CONTRACTING INFRASTRUCTURE W. PIPELINE RD @ AUI CONTRACTORS PO BOX 468 PHASE 18 FUTURE RD 4775 N. FREEWAY KELLER, TEXAS 76244 TOWN OF ADDISON $ 471,658.40 INSTALL 4 NEW TRAFFIC 2009/915 VARIOUS LOCATIONS CITY OF ALLEN SIGNALS 305 CENTURY PARKWAY ALLEN, TEXAS 75013-8042 $ 122,660.00 STREETSCAPE 20091916 ELM ST - FROM AKARD TO TEXAS STANDARD CONSTRUCTION IMPROVEMENTS ERVAY PO BOX 210768 CITY OF DALLAS DALLAS, TEXAS 75211 $ 315,517.00 0213 -PGB -06 -CN -EN 2009/918 SOUTH OF MAIN ST. TO MICA CORPORATION SECTION XXXI NORTH OF SHOR OF LAKE PO BOX 161609 NTTA RAY HUBBARD FT. WORTH, TEXAS 76161 $ 482,330.00 TRAFFIC SIGNAL 2009/919 BELTLINE RD TO CASH CONSTRUCTION CO., INC. DALLAS COUNTY WHEATLAND RD.. PO BOX 1279 FLUGERVILLE, TEXAS 78691 $ 122,820.00 TRAFFIC SIGNAL 2009/920 DEBBIE LANE @ BEN CITY OF MANSFIELD BARBER ACADEMY 1200 E. BROAD ST_ MANSFIELD, TEXAS 76063 $ 121,120.00 INTERSECTION 2009/921 SARAJANE @ GREAT MCMAHON CONTRACTING IMPROVEMENTS SOUTHWEST PARKWAY PO BOX 153086 IRVING. TEXAS 75015-3086 S 149.505.00 TRAFFIC SIGNAL 2009/922 FM 1382 REBCON, INC - TXOOT DALLAS 1868 W. NORTHWEST HWY DALLAS, TEXAS 75220 5 150,700.00 TRAFFIC SIGNAL 2009/924 W. PIPELINE RD @ AUI CONTRACTORS CITY OF HURST FUTURE RD 4775 N. FREEWAY FT. WORTH, TEXAS 76106 $ 1,016,435.20 REVERSIBLE LANE SYS 2009/927 ROAD TO SIX FLAGS, CITY OF ARLINGTON COLLINS & DIVISON ST- 1011 W. MAIN ST. ARLINGTON, TEXAS 76013 74 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" PO. BOX535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2009 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 169,819,45 INTERSECTION IMPRVTS 2009/929 TOWN EAT BLVD & NORTH JIM BOWMAN CONSTRUCITON PHASE 1 B GALLOWAY AVE 1111 SUMMIT AVE, #1 PLANO, TEXAS 75074 S 233.000.00 TRAFFIC SIGNAL INSTALL 2009/930 FM 1378 & COUNTRY CLUB L H. LACY COMPANY, LTD. DRIVE PO BOX 541297 DALLAS, TEXAS 75354-1297 5 590.113.80 TRAFFIC SIGNAL INSTALL 2009/931 RIDGEVIEW DR. & ALMA CITY OF ALLEN AT 4 LOCATIONS EXCHANGE PKWY & 305 CENTURY PARKWAY RIDGEVIEW DR. ALLEN, TEXAS 75013 RIDGEVIEW DR. & WALNUT SPRINGS DR. EXCHANGE PKWY & TWIN CREEKS DR. S 128.807.50 TRAFFIC SIGNAL INSTALL 2009/937 SH 289 & LEGACY DR. S S S 241,150.00 RED OAK RD STREET & 2009!940 RED OAK RD & VARIOUS UTILITY IMPROVEMENTS LOCATIONS 469,000.00 TRAFFIC SIGNAL INSTALLTATION 102,000-00 TRAFFIC SIGNAL INSTALLATION 2009/944 VARIOUS LOCATIONS 2009/946 US 180 & TOWN CREEK & UPPR (WB & EB) 75 MICA CORPORATION PO BOX 161609 FT. WORTH. TEXAS 76161 XIT PAVING & CONSTRUCTION 3934 S. HWY 287 WAXAHACHIE, TEXAS 75165 CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH. TEXAS 76115 MICA CORPORATION PO BOX 161609 FT_ WORTH, TEXAS 76161 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRANO PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2010 CONTRACT SCOPE OF WORT( YEARIJOB # LOCATED NAME AND AMT ADDRESS S445;380.00 TRAFFIC SIGNAL INSTALL 2010/001 VARIOUS LOCATIONS CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 $630,000.00 TRAFFIC SIGNAL INSTALL 2010/002 VARIOUS LOCATIONS IN TXDOT - AUSTIN GEORGETOWN PO BOX 15426 AUSTIN, TEXAS 78761-5426 553,000-00 ANNUAL LOOP INSTALL 20101003 VARIOUS LOCATIONS CITY OF GARLAND 409 FOREST GATE GARLAND, TEXAS 75041 $135,000.00 TRAFFIC SIGNAL INSTALL 2010/004 PLEASANT RUN RD L. H. LACY COMPANY PO BOX 541297 DALLAS, TEXAS 75354-1297 $73,000.00 TRAFFIC SIGNAL INSTALL 2010/005 ALSBURY BLVD & CITY OF BURLESON SUMMERCREST BLVD 141 W. RENFRO ST. BURLESON, TEXAS 76028 $82,000.00 TRAFFIC SIGNAL INSTALL 2010/006 BARR RD. MCCLENDON CONSTRUCTION PO BOX 999 BURLESON, TEXAS 76097 $105,960.00 TRAFFIC SIGNAL INSTALL 2010/007 FM 407 & CHIN CHAPEL TISEO PAVING PO BOX 270040 DALLAS, TEXAS 75227-0040 $219,375.00 TRAFFIC SIGNAL INSTALL 20101008 OLD DECATUR TO BUSINESS AUI CONTRACTORS, INC. 287 4775.NORTH FREEWAY FT. WORTH, TEXAS 76106 $90,101.95 TRAFFIC SIGNAL INSTALL 2010!011 CEDAR SPRINGS - DALLAS MICA CORPORATION LOVE FIELD PO BOX 161609 FT. WORTH, TEXAS 76161 $115,500.00 TRAFFIC SIGNAL INSTALL 20101012 N. COUNTRY CLUB RD. & GLENN THURMAN W. BROWN ST. PO BOX 850842 MESQUITE, TEXAS 75185-0842 $132,000.00 TRAFFIC SIGNAL INSTALL 20101013 US 380 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $192,000.00 TRAFFIC SIGNAL INSTALL 2010/014 VARIOUS LOCATIONS CITY OF WACO PO BOX 2570 WACO, TEXAS 76702-2570 S315,165.00 PAVING & DRAINING 20101017 DIRKS RD - FROM BRYANT JACKSON CONSTRUCTION IMPROVEMENTS IRVIN RD TO HARRIS PKWY 5112 SUN VALLEY DR. FT. WORTH, TEXAS 76119 $151,245.00 WAL-MART TRAF SIG 2010/018 EXCHANGE PKWY & EMJ CORPORATION IMPROVEMENTS WALMART DR 5525 N. MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $828,000.00 TRAF SIGNAL INSTALL 20101021 IH 30 & FERGUSON RD. TXDOT DALLAS PO BOX 133067 GALLAS, TEXAS 75313 S105.500.00 TRAF SIGNAL INSTALL 2010/023 CS (MONTFORT DR.) MCMAHON CONTRACTING PO BOX 153086 76 IRVING, TEXAS 75015-3086 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. 13OX 535969 • GRAND PRAIRIE, TX 75053-5969 o RHONE 1-972-296-6324 • FAX 1-972-760-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2010 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT EXCHANGE PKW TO STACY ADDRESS $938,300.00 PREVENTATIVE 2010/024 IH 35-E @ VARIOUS TXDOT DALLAS MAITENANCE 20101045 LOCATIONS PO BOX 133067 DALLAS, TEXAS 75313 $233,500.75 TRAFFIC SIGNAL INSTALL 2010/028 GRENNVILLE AVE & HIGH CITY OF ALLEN $415,900.00 CITY WIDE TRAFFIC 20/0/047 POINT TRAIL RD AND 305 CENTURY PKWY SIGNAL IMPRVTS MCDERMOTT DR & ALLEN, TEXAS 75013 SHALLOWATER DR BEDFORD, TEXAS 76021 $760,234.00 TRAFFIC SIGNAL INSTALL 2010130 FM 720 (ELDORADO PKWY) MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 S1,358,000.00 2010 GRAND TASK ORDER 2010/031 VARIOUS LOCATIONS CITY OF FT. WORTH CONSTRUCTION SVCS WALMART DRIVEWAY 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 $147,760.00 VIDEO IMAGE DETECTION 2010/032 FM 1171 @ VAR LOCATIONS CITY OF LEWISVILLE PO BOX 299002 77 LEWISVILLE, TEXAS 75029-9002 S198,400.00 VIVDS AT TEN LOCATIONS 2010/033 VARIOUS LOCATIONS CITY OF LEWISVILLE PO BOX 299002 LEWISVILLE, TEXAS 75029-9002 $354,000:00 TRAFFIC SIGNAL INSTALL 2010/039 SPRING VALLEY NORTH TEXAS CONTRACTING WIDENING PO BOX 468 KELLER, TEXAS 76244 $116,400.00 TRAFFIC SIGNAL INSTALL 2010/040 IH 35 AT HERTIAGE TRACE TXDOT - TARRANT PKWY PO BOX 6868 FT. WORTH, TEXAS 76115 $1,255,000.00 NON -SITE SPECIFIC 20101041 VARIOUS LOCATIONS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 5137,000.00 INSTALLATION OF STREETLIGHTING 20101042 GREENVILLE FROM CITY OF ALLEN EXCHANGE PKW TO STACY 305 CENTURY PKWY ROAD ALLEN, TEXAS 75013 $365,735.00 TRAFFIC SIGNAL INSTALL 20101045 ARKANSAS LANE REBUILD JACKSON CONSTRUCTION 5112 SUN VALLEY DR_ FT. WORTH, TEXAS 76119 $415,900.00 CITY WIDE TRAFFIC 20/0/047 VARIOUS LOCATIONS CITY OF BEDFORD SIGNAL IMPRVTS 1813 RELIANCE PKWY BEDFORD, TEXAS 76021 $105.000.00 TRAFFIC SIGNAL INSTALL 20101048 CLAY RD TOWN OF SUNNYVALE 127 COLLINS RD SUNNYVALE, TEXAS 75182 $120,425.00 TRAFFIC SIGNAL INSTALL 20101049 WEBB CHAPEL @ EMJ CORPORATION WALMART DRIVEWAY 5525 N. MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $278,900.00 TRAFFIC SIGNAL INSTALL 2010/050 N. MAIN ST - PHASE 1 XIT PAVING & CONSTRUCTION 3934 S. HWY 287 77 WAXAHACHIE, TEXAS 75165 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEAR1JOS # LOCATED NAME AND AMT ADDRESS 5408;849.00 TRAFFIC SIGNAL INSTALL 2011/101 RUFF SNOW DR. AT AUI CONTRACTORS, INC. VARIOUS LOCATIONS 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5177,000.00 TRAFFIC SIGNAL INSTALL 2011/103 FM 741 ED BILL CONSTRUCTION PO BOX 540787 DALLAS, TEXAS 75354-0787 5213,252.00 TRAFFIC SIGNAL INSTALL 2011/106 INWOOD IMPROVEMENTS LEMCO CONSTRUCTION SERVICES 14131 MIDWAY RD, #600 ADDISON, TEXAS 75001 $140,940.00 TRAFFIC SIGNAL INSTALL 2011/113 FM 1187 LONE STAR CONSTRUCTION 4320 WINDSOR CENTRE TRAIL, #500 FLOWER MOUND; TEXAS 75028 $762,790.00 TRAFFIC SIGNAL INSTALL 2011/114 SOUTHEAST PKWY TO L H LACY COMPANY WEBB FERRELL PO BOX 541297 DALLAS, TEXAS 75354-1297 S405,000.00 TRAFFIC SIGNAL €NSTALL 2011/115 FM 51 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $354,000.00 TRAFFIC SIGNAL INSTALL 2011/117 SH 34 AUI CONTRACTORS, INC. 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5201,700.00 TRAFFIC SIGNAL INSTALL 2011/120 VITRUVIAN WAY AT CPS CIVIL BELLA WAY 1215 CREST LANE DR. DUNCANVILLE, TEXAS 75137 $129,472.92 TRAFFIC SIGNAL INSTALL 2011/121 SH 1831 SH 121 MICA CORPORATION INTERCHANGE PO SOX 161609 FT. WORTH, TEXAS 76161 $1,300,000.00 ADVANCED TRANSPORTATION 2011/123 VARIOUS LOCATIONS DFW AIRPORT MANAGEMENT SERVICES 3003 S. SERVICE RD. DFW AIRPORT, TEXAS 75261 5285,000.00 TRAFFIC SIGNAL INSTALL 2011/125 MEMORIAL DR & CITY OF THE COLONY STANDRIDGE CIO HDR ENGINEERING, INC. 17111 PRESTON RD., 9200 DALLAS. TEXAS 75248-1232 S112,000.00 TRAFFIC SIGNAL INSTALL 2011/126 SH 199 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $182,000.00 TRAFFIC SIGNAL INSTALL 2011/127 BU 1 9O @ FM 3219 TXDOT - WACO 100 S. LOOP DR. WACO, TEXAS 76704-2858 5226.000.00 SIGNAL & INTERSECTION IMPROVEMENTS 2011/128 CANNON @ BROAD & CANNON @ MATLOCK MCCLENDON CONSTRUCTION, INC - PO BOX 996 BURLESON, TEXAS 76097 S104,500.00 TRAFFIC SIGNAL IMPROVEMENTS 2011/129 ELDORADO @ HILLCREST & CITY OF FRISCO ELDORADO @ COIT RD 6101 FRISCO SQUARE BLVD, 3RD FLOOR 78 FRISCO, TEXAS 75034 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED AMT NAME AND ADDRESS S483,350.00 IH 635 MANAGED LANES 2011/130 VARIOUS LOCATIONS TRINITY INFRASTRUCTURE, LLC 55201-635 EAST, #150 DALLAS, TEXAS 75240 5140,000.00 TRAFFIC SIGNAL INSTALL 2011/131 FM 51 TXDOT-TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $222,000.00 TRAFFIC SIGNAL 2011/136 IMPROVEMENTS $150,900.00 RICHLAND HILLS TRE 2011/137 STATION ACCESS ENHANCEMENT S142,000.00 ST. LIGHT IMPROVEMENTS 2011/140 $143,144.00 TRAF SIG INSTALL & LEFT 20111144 TURN LAN IMPRVTS $301,300.00 LAKE RIDGE PKWY 20111146 WIDENING S539,530.00 TRAFFIC SIGNAL INSTALL 2011/147 5104,000.00 9500476; DFW AIRPORT 20111148 CROSS UNDER #1 5428,000.00 TRAFFIC SIGNAL INSTALL 2011/150 AT 4 LOCATIONS 5129,177.00 COOKS CHILDREN'S 20111151 MEDICAL CENTER 5138.596.25 INTERSECTION IMRPVTS 20111154 $330,000.00 TRAFFIC SIGNAL INSTALL 2011/155 5178,000.00 TRAFFIC SIGNAL INSTALL 2011/156 GASTON AVE & WASHINGTON AVE HANDLEY-EDERVILLE @ BURNS RD/TRINITY BLVD GIFFORD ST. & BAGDAD RD. UPTOWN BLVD & S. WALMART & FM 1382 LAKE RIDGE PKWY @ VARIOUS LOCATIONS SH 171 - FM 1884 TO IH 20 NORTH SERVICE RD @ CROSS UNDER #1 VARIOUS LOCATIONS 6 TH & 7TH STREET @ PENNSYLVANIA AVE MATLOCK ROAD FM 407 NORTH BEACH ST. 79 CPS CIVIL 1215 CREST LANE DR. DUNCANVILLE, TEXAS 75137 NORTH STAR CONSTRUCTION, INC. 3210 JOYCE DR. FT. WORTH, TEXAS HAYDEN BUILDING CORPORATION 4640 E. COTTON GIN LOOP PHOENIZ, AZ 85040 CITY OF CEDAR HILL PO BOX 96 CEDAR HILL, TEXAS 75106 MCMAHON CONTRACTING, L.P, PO BOX 153086 IRVING, TEXAS 75015-3086 JAY MILLS CONTRACTING, INC. PO BOX 1669 STEPHENVILLE, TEXAS 76401 NORTH TEXAS CONTRACTING. INC. PO BOX 468 KELLER, TEXAS 76244 CITY OF GRAND PRAIRIE PO BOX 534045 GRAND PRAIRIE, TEXAS 75053-4045 CONATSER CONSTRUCTION TX., L.P PO BOX 15448 FT. WORTH, TEXAS 76119 MCMAHON CONTRACTING, L.P. PO SOX 153086 IRVING, TEXAS 75015 MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 CONATSER CONSTRUCTION TX., L.P PO BOX 15448 FT. WORTH, TEXAS 76119 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • PAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2012 80 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 197,000.00 TRAFFIC SIGNAL INSTALL 2012/203 WEST BERRY STREET MCCLENDON CONSTRUCTION PO BOX 996 BURLESON, TEXAS 76097 $ 98,000.00 INTERSECTION 2012/205 PARKER RD. SPRING VALLEY JIM BOWMAN CONSTRUCTION IMPROVEMENTS PKWY & JUPITER RD 2716 S. RIGSBEE DRIVE PLANO, TEXAS 75074 S 194,204.00 WEST BROWN STREET 20121207 COUNTRY CLUB RD TO NORTH MCMAHON CONTRACTING, LP IMPROVEMENTS BALLARD AVE PO BOX 153086 IRVING, TEXAS 75015 S 104,500.00 TRAFFIC SIGNAL INSTALL 2012/208 MILITARY PARKWAY AT LEMCO CONSTRUCTION SERVICES CEDAR LAKE DRIVE 14131 MIDWAY ROAD ADDISON, TEXAS 75001 S 173,000.00 PRESTON ROAD ADA 2012/210 GAYLORD PKWY, WARREN CITY OF FRISCO IMPROVEMENTS PKWY, LEBANON RD 6103 FRISCO SQUARE BLVD WADE BLVD FRISCO, TEXAS 75034 S 349,600.00 PLEASANT RUN RD 2012/212 PLEASANT RUN RD L.H. LACY COMPANY, LTD. RECONSTRUCTION PH 4B 1880 CROWN ROAD (PW06-0039) DALLAS, TEXAS 75234 $ 162,447.95 BLUE LINE EXPANSION 20121213 SH 66 @ MARTIN AUSTIN BRIDGE & ROAD 4817 ROWLETT ROAD ROWLETT, TEXAS 75088 S 150,000.00 ROADWAY ILLUMINATION 20121214 NORTH BEACH ST. JLB CONTRACTING, LP KELLERY HICKS TO TIMBERLAND PO BOX 24131 BLVD FT. WORTH, TEXAS 76124 $ 180,000.00 TRAFFIC SIGNAL INSTALL 2012/217 W. WINDSOR DRIVE MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 $ 120,000.00 TRAFFIC SIGNAL INSTALL 2012/218 BUI 377H @ RESORT TXDOT - TARRANT CONFERENCE CENTER PO BOX 6868 FT, WORTH, TEXAS 76115 S 140,000.00 ILLUMINATION & TRAFFIC 2012/221 JOHN HICKMAN PARKWAY MCMAHON CONTRACTING, L.P. SIGNAL INSTALL FROM WEST OF PRESTON ROAD PO BOX 153086 TO OHIO DRIVE IRVING, TEXAS 75015 S 215,000-00 TRAFFIC SIGNAL INSTALL 2012/222 DFW AIRPORT CROSSUNDER #2 PHILLIPS MAY CORPORATION 4861 SHARP STREET DALLAS, TEXAS 75247 5 202,000.00 TRAFFIC SIGNAL INSTALL 2012 / 224 SACHSE ROAD AT MILES/ CITY OF SACHSE BRYAN STREET 3815-B SACHSE ROAD SACHSE, TEXAS 75048 $ 108,000.00 TRAFFIC SIGNAL INSTALL 2012 1225 US 67 (CR 209 E. OF ALVARADO) TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 S 97.700.00 TEMP & PERM TRAFFIC SIGNAL INSTALL 2012/228 DART ORANGE LINE !-3 MASS ELECTRIC CONSTRUCTION COMPANY FREEPORT PARKWAY @ 8700 FREEPORT PARKWAY, #160 AIRFIELD DRIVE IRVING. TEXAS 75063 80 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2012 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS 5 . 129,849.75 SAW CUT LOOPS 2012/229 SH 180 APAC-TEXAS, INC 2121 €RVING BLVD DALLAS, TEXAS 75207 S 437.000.00 TEMP & PERM TRAFFIC 20121231 SH 26 AUI CONTRACTORS, LP SIGNAL INSTALL 4775 NORTH FREEWAY FT_ WORTH, TEXAS 76106 S 147.074.00 TRAFFIC SIGNAL INSTALL 2012/233 US 180 5 156,000.00 TRAFFIC SIGNAL INSTALL 2012/236 N. TARRANT PKWY @ KELLER SMITH S 456,000.00 TEMP & PERM TRAFFIC 2012/237 FM 1187 SIGNAL 3NSTALL 81 ED BELL CONSTRUCTION 10605 HARRY HINES BLVD DALLAS, TEXAS 75220-2634 L H LACY COMPANY, LTD. PO BOX 541297 DALLAS. TEXAS 75354-1297 MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 DURABLE EXHIBIT 1 SPECIALTIES, INC. Exhibit "F"" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 CONTRACT SCOPE OF WORK YEARIJOB 9 LOCATED NAME AND AMT ADDRESS S 1,679,500.00 TRAFFIC SIGNAL & 20131 301 US 287 TO MILLER AVENUE JACKSON CONSTRUCTION. LTD. ILLUMINATION MODIFICATION 5112 SUN VALLEY DRIVE FT. WORTH, TEXAS 76119 S 129,000.00 TRAFFIC SIGNAL INSTALL 20131 302 FM 1187 TXDOT -TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 5 363,000.00 PERM & TEMP TRAFFIC 20131 304 INDEPENDENCE & CUSTER TISEO PAVING COMPANY SIGNAL INSTALL PO BOX 270040 DALLAS, TEXAS 75227 S 99.628-00 TRAFFIC SIGNAL MODIFY 2013/305 FM 156 @ BASSWOOD BLVD DR HORTON , INC 6751 NORTH FREEWAY FT. WORTH, TEXAS 76131 S 417,155.00 LIGHTING PHASE It & 20131306 MAIN ST @ LAKESHORE DR. XIT PAVING & CONSTRUCTION, INC. PARKING LOT LIGHTS AND BEARD PARK 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 S 105,000.00 TRAFFIC SIGNAL INSTALL 2013/308 US 377 TXDOT - TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 5 105.000.00 TRAFFIC SIGNAL INSTALL 2013/310 ELDORADO PARKWAY (FM 2934) CITY OF FRISCO AT WAL-MART 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO, TEXAS 75034 $ 447.000.00 PERM & TEMP TRAFFIC 2013 1312 IH 35W MICA CORPORATION SIGNAL INSTALL PO BOX 161609 FT, WORTH, TEXAS 76161 S 152,875.00 TRAFFIC SIGNAL INSTALL 2013/317 HAMPTON ST: BELKNAP ST & - AUI CONTRACTORS, LP BNSF TOWERS 55 WEATHERFORD ST 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 S 111,000.00 TRAFFIC SIGNAL INSTALL 20131319 TURTLE CREEK I CEDAR SPRINGS AUI CONTRACTORS, LP AT TURTLE CREEK BLVD_ 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5 815,000.00 NON SITE SPECIFIC 2013/320 VARIOUS LOCATIONS TXDOT - TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 $ 91,300.00 MAINTENANCE 2013/321 US 287 TXDOT-WF 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302-4906 $ 170,000.00 SOLAR PWRD CROSSWALK 2013/323 VARIOUS LOCATIONS KEN -DO CONTRACTING, LP SYSTEM & SOLAR PWRD PO BOX 2001 DRIVER SPEED ASSY DESOTO, TEXAS 75123 S 135,650.90 TRAFFIC SIGNAL INSTALL 20131324 FM 548 @ KROGER DRIVE HAWKINS CONSTRUCTION, INC. PO BOX 1636 TARPON SPRING, FL 34688-1636 5 280.964.00 PERM & TEMP TRAFFIC 20131327 FM 663 ED BELL CONSTRUCTION COMPANY SIGNAL INSTALL PO BOX 540787 DALLAS, TEXAS 75354-0787 5 182,000.00 TRAFFIC SIGNAL 2013/329 FM 2499 @ LIVE OAK CITY OF HIGHLAND VILLAGE IMPROVEMENTS 1000 HIGHLAND VILLAGE RD HIGHLAND VILLAGE, TEXAS 75077 82 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-9.72-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 1,598,000.00 NON -SITE SPECIFIC 2013/330 VARIOUS LOCATIONS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 5 390,662.00 TRAFFIC SIGNAL INSTALL 20131331 KENTUCKY STREET AT NORTH TEXAS CONTRACTING VARIOUS LOCATIONS PO BOX 468 KELLER, TEXAS 76244 S 222,101.00 STREET LIGHTING & SCHOOL 20131 335 EAST BROAD STREET XIT PAVING & CONSTRUCTION, INC. ZONE FLASHER 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 S 109,100.00 TRAFFIC SIGNAL INSTALL 20131336 SH 289 REBCON, INC. 1868 W. NORTHWEST HWY DALLAS, TEXAS 75220 5 120,000.00 TRAFFIC SIGNAL INSTALL 2013 1337 FM 3029 TXDOT - TARRANT 2510 SUV LOOP 820 FT. WORTH, TEXAS 76133 5 136,900-00 TRAFFIC SIGNAL INSTALL 20131338 INDEPENCE PKWY AT KELMSCOT CITY OF FRISCO DRIVE 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO, TEXAS 75034 $ 102,650.00 2011 INTERSECTION 2013/340 VARIOUS LOCATIONS MCCLENDON CONSTRUCTION CAPACITY IMPROVEMENT PO BOX 999 BURLESON, TEXAS 76097 83 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 THE AMERICAN INSTITUTE OF ARCHITECI ibis "F" AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, THAT WE Durable Specialties, Inc. P.O. Box 535969 Grand Prairie TX 75050 as Principal, hereinafter called the Principal, and Great American Insurance Company 301 East Fourth Street Cincinnati OH 45202 a corporation duly organized under the laws of the State of OH as Surety, hereinafter called the Surety, are held and firmly bound unto City of Denton, TX TX as Obligee, hereinafter called the Obligee, in the sum of Five Percent of the Greatest Amount Bid Dollars ($ 5% GAB ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents_ WHEREAS, the Principal has submitted a bid for RFP 54421 Intersection Traffic Control Construction NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and materials furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 6th (Witness) day of February , 2014 Durable Specialties, Inc. / (Princfpa!) (seer) /-:Z'.'Z— (771sre) AIA DOCUMENT A319 • INSTT UTE OF ARCI REA wPI., KU-AnC 17/V ZLY.-1nr.AI-C.iva_ ' N.Y. AvF_ N -W., WASHINGTON, D.C. 20W 84 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 S1 029AB 12111) EXHIBIT I Exhibit "F" GREAT AMERICAN INSURANCE COMPANY® Administrative Office: 301 E 4TH STREET • CINCINNATI, OHIO 45202. 513-369-5000 • FAX 513-72:3-2740 The number of persons authorized by this power of attorney is not more than FOUR No, 019950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMEiUCAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below, each individually if more than one is named, its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below- -Name Address Limit of Power .LACI{ M. CROWLEY ALL OF ALL STEVEN R. FOSTER ADDISON, $75,000,000.00 PATRICIA A. SMITH TEXAS MARIE PERRYMAN This Power of Attorney revokes all previous powers issued in behalf of the attomey(s)-in-fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate officers and its corporate sea] hereunto affixed this 21" day of, JULY, 2011. Attest GREAT AMERICAN INSURANCE COMPANY STATE OF 01410, COUNTY OF ]'IWILTON - ss: DAVID C. xrTCHIN (513a 12-4602) On this 21" day of JULY, 2011, before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument; that he knows the seal of the said Company; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY P1J9LIC, STATE OF OHIO MY COMMISSION EXPIRES 02-20-16 '" k p, This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated June 9, 2008. RESOLVED: That the Divisional President, the several Diviyional Senior lice Presidents, Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalfof the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof- to prescribe their respective duties and the respective limits of their authority, and to revoke any such appointment at any time. RESOLVED FURYHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company maybe affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undenaiiing contract of suretyship or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature ofsuch officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION 1, STEPHEN C. BERAHA, Assistant Secretary of Creat American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of June 9, 2008 have not been revoked and are now in full force and effect. Signed and sealed this 6th day of February , 2014 LP E s1029Y ti Oros) 85 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "F" I CITY CO F DENTON Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM # 1 RFP # 5442 For Construction of Traffic Control Intersections for the City of Denton Issue Date: January 31, 2014 Response due Date and Time (Central Time): Thursday, February 6,2014,2:00 p.m. 86 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 RFP # 5442 ADDENDUM # 9 Addendum # 1 to be returned with Proposal The following are changes to the specifications: NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal. Name: iA�lrGfl �� Signature: Company: -D,)r, L le 5c,aI -h`e-s� , In c Title: V;ee - ires,deit Date: Z - 6 -0 2 87 Exhibit "F" DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE 1. Contractor Name: Durable Specialties, Inc. 2. Address (Principle Place of Business: 2302 Paddock Nk'ay Dr.. Grand Prairie, TX 75050 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes. in the State of Texas 4. Tax Payer 1D#: 75-1963459 5. Email Address of Primary contact: Patrick udurablespeeialties.com 6. Website Address: N/A 7. Telephone: 972-296-6324 8. Fax: 972-780-7411 9- Other Locations: NIA 10. Organization Class: Corporation 11- Date Established: June 15, 1984 12. Former Business Name: NIA 13. Date of Dissolution: N/A 14. Subsidiary of: NWA 15. Historically Underutilized Business: No 16- Principals and Officers: See attached sheet Please detail responsibilities with the name of each principal or officer. 17- Key Personnel and Responsibilities: See attached sheet Please detail responsibilities with the name of each key personnel. Page 92 of RFP 4 5442 88 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-7B[1-7411 February 6'h 2014 Contractor Name & Address: Durable Specialties, Inc. PO Box 535969 Grand Prairie, Texas 75030 Kev Personnel: Jeff Bryan, Owner 38 years experience in traffic signalization construction 29 years as owner of the company Zeferino Luna, Superintendent 29 years experience in traffic signalization construction 29 years with the company Kevin Holter, Superintendent 20 years experience in traffic signalization construction 19 years with the company Durable Specialties has constructed traffic signalization projects for 29 years with in- house crews. We have done about 1,200 traffic signalization projects with our in-house crews and in the last three years we have done about 150 traffic signalization projects. Safety Record: All or our traffic signal projects were completed, turned on and passed the required 30 day test period without any safety problems. 89 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS 18. Number of Personnel by Discipline: 19. Discipline Number of Staff # Licensed or Certified 20. Services Provided by Firm: Please provide a detailed listing of all services that your company provides. Please detail your prior experience working on similar projects with Texas governmental entities. Please detail your similar services provided over the past two (2) years. Detail documented proof of at least three (3) projects in the past two (2) years. Please detail these services, including, the nature of the services provided, and the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 21. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No. 22. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed- See attachment F. 23. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 24. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s)- No. 25. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? httn://www.osha.Qov/Dis/oshaweb/owasreh_search form?v doc tyke—STANDARDS&p toe level=l&p kevvalue=1926 26. Please indicate the total number of projects your Firm has undertaken within the last five years? 27. Insurance Information a. Name of Insurance Carrier: Continental Casualty Ins. Co. b. Agent Name: Frank Siddons c. Address of Agency: 2900 Marquita Drive d. City/State: Fort Worth, TX 76116 e. Phone Number: 817-737-4943 £ Email address of Agent: hgravenor`&.fsifw.com Page 93 of RFP # 5442 90 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS 28. List all subcontractors whom respondent estimates will fulfill 15% or more of the contract: 29. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Proposing firms principle place of business: 2 302 Paddock Way Dr., Grand Prairie, TX 75050 b. Company's majority owner principle place of business: 2302 Paddock Way Dr., Grand Prairie. TX 75050 c. Ultimate Parent Company's principle place of business: 2302 Paddock Way Dr., Grand Prairie, TX 75054 Page 94 of RFP 4 5442 91 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT E SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a bidder prior to awarding bids on City contracts. The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OS14A regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to perform the services or goods required by the bid documents in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. In order to obtain proper information from bidders so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: Page 102 of RFP # 5442 92 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS QUESTION ONE Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO X If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. UESTION TWO Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past rive years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the bidder, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. Pale 103 of AFP # 5442 93 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6824 • EAX 1-972-780-7411 DURABLE SPECIALTIES, INC. REFERENCES CITY OF FT. WORTH 5001 JAMES AVE., #301 FT. WORTH, TEXAS 76115 ATTN' MARK MATHIS-ENGINEER, KEN BROCK-INSPECTOR 817-392-7974 OFC 817-392-2533 FAX CITY OF ALLEN 305 CENTURY PARKWAY ALLEN, TEXAS 75013 ATTN: DAVID WHITEHEAD -ENGINEER, MIKE KEALY-INSPECTOR 214-509-4580 OFC 214-509-4590 FAX TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 ATTN: CHRIS BLAIN -ENGINEER, GREG PERKINS-INSPECTOR 214-320-6100 OFC 214-320-4492 FAX CITY OF DENTON 801 TEXAS ST. DENTON, TEXAS 76209 ATTN: SCOTT WILSON 940-349-8491 OFC 940-349-7307 FAX CITY OF DUNCANVILLE 330 SHADY TRAIL DUNCANVILLE, TEXAS 75138 STEVE MILLER -ENGINEER, JOHN BORCHARDT-INSPECTOR 972-780-5059 OFC 972-780-6461 FAX C[TY OF DALLAS 1500 MARILLA STREET DALLAS, TEXAS 75201 STEVE CHERRYROLMFS-ENGINEER, JOHN THOMPSON-ENGINEER 214-670-3113 QFC 214-670-3292 FAX CITY OF MESQUITE 1515 NORTH GALLOWAY AVENUE MESQUITE, TEXAS 75185 SRINI MAN DAYAM-ENGI NEER, FRANK CANTRELL-INSPECTOR 972-216-6357 OFC 972-216-6360 FAX 94 CITY OF FRISCO 6990 MAIN STREET FRESCO, TEXAS 75034 ATTN: BRIAN MOEN-ENGINEER, TRACY NICHOLS-INSPECTOR 972-335-5586 CFC 972-731-4945 FAX CITY OF GRAND PRAIRIE 206 CHURCH ST GRAND PRAIRIE, TEXAS 75053 ATTN: SHOLEH KARIMI-ENG€NEER, PETER JOYCE-fNSPECTOR 972-237-8053 OFC 972-237-8116 FAX CITY OF MCKINNEY 1550 S. COLLEGE MCKINNEY, TEXAS 75070 ATTN: SCOTTY STEWART 972-547-7350 OFC 972-548-1052 FAX CITY OF UNIVERSITY PARK 2525 UNIVERSITY BLVD UNIVERSITY PARK, TEXAS 75000 ATTN: RANDY BROWN 214-363-1644 OFC 214-987-5438 FAX CITY OF DESOTO 809 WEST SPINNER ROAD DESOTO, TEXAS 75115 MATT MISER -SUPERVISOR, BRAD RUSSELL -INSPECTOR 972-230-5714 OFC 972-223-9518 FAX TOWN OF ADDISON 16801 WEST GROVE DRIVE ADDISON. TEXAS 75001 ROBIN JONES -ENGINEER, BRANDON GRAHAM -INSPECTOR 972-450-2871 OFC 972-450-2837 FAX CITY OF MANSFIELD 1200 EAST BROAD STREET MANSFIELD, TEXAS 76063 DAVID BOSKI-ENGINEER 817-276-4208 OFC 817-477-1416 FAX DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT J ACKNOWLEDGEMENT The undersigned agrees this Proposal becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a proposal. In submitting a proposal the undersigned further understands that the work required is to provide construction of the project that functions as described in the specification. The undersigned understands that all requirements of the construction may not be described in every detail and agrees to provide labor, tools, material and equipment necessary to complete all construction to make the fence functional as described in the specification and drawings before submitting a proposal. The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are offered, at the prices) and upon the terms and conditions contained in the specification. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Proposer, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this bid. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus_ & Com. Code, Section 15.0 1, et sea. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: littp://www.cityofdenton.corr!indexasnx?pap-e=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. I certify that i have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. Acknowledge receipt of following addenda to the proposal: Addendum No I Dated Received Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY: R )rc,b le hi%a LG PC Tel. No. ?'72- Z 96-63Z Email. 4-jri,K �d��.. �e ec�c�Itres, com AUTHORIZE PR SEN TIVE: Sig-- Date ignDate Name t�af�1cK C AleyaA Title Vice-PrcS���r+ Fax No. �7Z- M9- 711 Page 113 of RFP 4 5442 95 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this farmat. Product Proposal Pricing: We are estimading on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item 1ANINtALProduct Fsr. Crry conn Description Description 2 Unit Price Extended Prue 1 840 LF Trench 2" PVC Schedule 80 Furnish and Install S 10.00 $ 8,400.00 2 1,700 LF Trench 2" PVC Schedule 40 Furnish and Install $ 9.00 $ 15,300.00 3 900 LF Trench 3" PVC Schedule 40 Furnish and Install $ 11.00 $ 9,900.00 4 1,820 LF Trench 4" PVC Schedule 40 Furnish and Install $ 10.00 S 18,200.00 5 1 460 LF Trench 6" PVC Schedule 40 Furnish and Install $ 17.00 $ 7,820.00 6 600 LF Directional bore 2" PVC Schedule 80 Furnish and Install $ 21.00 $ 12,600.00 7 600 LF Directional bore 2" PVC Schedule 40 Furnish and Install $ 20.04 $ 12,000.00 8 1,650 LF Directional bore 3" PVC Schedule 40 Furnish and Install $ 20.00 $ 33,000.00 9 1,650 LF Directional bore 4" PVC Schedule 40 Furnish and Install $ 21.00 $ 34,650.00 10 500 LF Directional bore 6" PVC Schedule 40 Furnish and Install $ 30.00 1 $ 15,004.00 11 160 LF Rigid Metallic Conduit (RM) I" Furnish and Install $ 12.00 S 1,920.00 12 160 LF Rigid Metallic Conduit (RM)1.5" Furnish and Install S 14.00 S 2,240.00 13 210 LF Rigid Metallic Conduit (RM) 2" Furnish and Install S 15.00 $ 3,150.00 14 320 LF Rigid Metallic Conduit (RM) 3" Furnish,and install S 23.00 $ 7,360.00 15 320 LF Rigid Metallic Conduit (RM) 4" Furnish and Install $ 25.00 $ 3,000.00 16 24 EA Rigid Metallic Conduit (RM) various sizes on timber poles Remove $ 100.00 $ 2,400.00 17 12 EA Ground box Type B with apron Furnish and Install $ 780.00 S 9,360.00 18 12 EA Ground box (cit) supplied box only°) Type B with apron Furnish and Install S 600.00 $ 7,200.00 19 40 EA Ground box Type D with apron Furnish and Install $ 800.00 $ 32,000.00 20 40 EA Ground box (city supplied box onl ) Type D with apron Furnish and Install S 600.00 S 24,000.00 21 48 EA Ground box with apron Remove $ 100.00 S 4,800.00 22 4 EA Traffic sign ea met vn terminations p moue no concrete or base Install $ 7,500.00 $ 30,000.00 23 10 EA ralfic signalca met breakaway base and concrete p 8'Wx6" Furnish and Install S 2,400.00 $ 24,000.00 24 3 EA Traffic signal cabinet concrete pad (8'x9'x6") Furnish and Install $ 2,100.00 $ 6,300.00 25 4 EA Traffic si cabinet ad mounted with base Remove $ 500.00 $ 2,000.00 26 4 EA Traffic signal cabinet (_pad mounted with base and concrete ad Remove $ 900.00 $ 3,604.00 27 3 EA Traffic signal cabinet concrete ad Remove $ 400.00 $ 1,200.00 28 10 EA Battery backup unit xterna Cabinet on tra is signs cabinet Install S 600.00 S 6,000.00 29 2 EA terminations pa m meter es service vA oue no concrete pad install $ 2,000.00 S 4,000.00 30 14 EA Meter pedestalservice wt terminations pa mount wi concrete ad Furnish and Install $ 5,000.00 S 50,000.00 96 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifrcatt— The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item .EST. ANNUAL 4n UOM Product Description Description 2 Unit Price Extended Price 31 2 EA Meter pedestal service concrete pad Furnish and Install $ 900.00 $ 1,800.00 32 4 EA Meter pedestal electrical service and concrete pad Remove $ 500.00 1 $ 2,000.00 33 4 EA Electrical service, overhead Remove $ 500.00 $ 2;000.00 34 320 LF 24-A Si alpole foundation with ground rod, Class C concrete Furnish and Install $ 175.00 $ 56,000.00 35 48 LF 30-A Signal pole foundation with ground rod, Class C concrete Furnish and Install $ 200.00 $ 9,600.00 36 52 LF 36-A Sipal le foundation withgromd rod, Class C Concrete Furnish and Install $ 225.00 $ 11,700.00 37 72 LF 42-A Sipal pole foundation with grmmdrod, Class C concrete Furnish and Install $ 245.00 $ 17,640.00 38 528 LF 48-A Signal pole foundation with ground rod, Class C concrete Furnish and install $ 275.00 $ 145,200.00 39 12 EA Signal pole foundation 18" below gromd minumum Remove $ 500.00 $ 6,000.00 40 16 EA Long, lytast Arta bly) with 50'-65' mast arm Install $ 1,800.00 $ 28,800.00 41 4 EA Long ast Ann {Ass s�bl�) vA - marm ast , no ummaire or ILSN arm Install $ 900.00 $ 3,600.00 42 6 EA Long Mast Amo Pole Install $ 900.00 $ 5,400.00 43 6 EA Long klast Ann 50'-65' Install $ 900.00 $ 5,400.00 44 8 EA Long Roast Arra (Arsembl ) with 50'-65' mast arm Remove $ 1,100.00 $ 8,800.00 45 8 EA Long Mast Anti 50'-65' Remove $ 600.00 $ 4,800.00. 46 Sin lc Mast ,Arm Assembly with 36'-48` mast arm install $ 1,200.00 $ 9,600.00 47 _L_..EA 4 EA Single; Mast Arm (Assenrbly) with 36'-48' mast arm, no luminaire or ILSN arm Install $ 650.00 1 $ 2,600.00 48 4 EA Ssnglc Mast Arm Vole for a 36'-48' arm Install $ 650.00 $ 2,600.00 49 4 EA Sitz le Mast ,Arca 36'-48' Install $ 650.00 $ 2,600.00 50 8 EA Sin-lIe Mast :Arm(Assembly) with a 36'-48' mast arm Remove $ 900.00 $ 7,200.00 51 1 8 EA Single Mast Ann 36-48' Remove $ 450.00 $ 3,600.00 52 2 EA Single Mast Arm (Assembly) with 20'-32' mast arm install $ 1,100.00 $ 2,200.00 53 2 EA Single utast Arm (Asses€blv) with 20'-32'mast arm, no luminaire or ILSN arm Install $ '1,100.00 $ 2,200.00 54 2 EA Sing"Ic %last Anus Pale for a 20'-32' arra Install $ 550.00 $ 1,100.00 55 2 EA Sinvle iMasi. Ant 20'-32' ln5tall $ 550.00 $ 1,100.00 56 4 EA Sin is Rust Arne (Assembly) with a 20'-32' mast arm Remove $ 500.00 $ 2,000.00 57 4 EA Single Mast ,Arm 29-32' Remove $ 500.00 $ 2,000.00 58 4 EA Strain Pole .Assernbl) 34' Install $ 800.00 $ 3,200.00 59 2 EA Strain Pole (AssvniH ), 34, no luminaire or ILSN arms Install $ 800.00 $ 1,600.00 60 4 1 EA IStrain Pole (Assembly) Remove $ 400.00 $ 1,600.00 97 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contactor shall not make changes to this format. Product Proposal Pricing: We are estirtlatling on 10 intersections a year for 3 years - 30 intersections for the total estimated_atnount. M. ]tem ANNUAL cay UOM Product Description Description 2 unit Price Extended price 61 16 EA Luminaire Arm 8-1W Install $ 150.00 $ 2,400.00 62 24 EA Luminaire Arm 25' Install S 200.00 $ 4,800.00 63 40 EA USN Arm 7'-9' Install $ 100.00 $ 4,000.00 64 4 EA Luminaire Ain Remove $ 50.00 $ 200.00 65 4 EA iLSN A D Remove $ 50.00 $ 200.00 66 12 EA 50Class 1 timber ale Install S 775.00 $ 9Z300.00 67 2 EA 50', Class l timber pole Furnish and Install I $ 1,800.00 $ 3,600.00 68 4 EA 50', Class 1, timber pie assembly, one anchor "gn Furnish and Install $ 2,100.00 S 8,400.00 69 16 EA 50', Class 1, timber pole assembl , two anchor design Furnish and Install S 2,400.00 S 38,400.00 70 8 EA Timber pole anchor assembly Furnisb and Install S 275.00 $ 2,290.00 71 4 EA ITimber pole entire ole Remove $ 375.00 $ 1,500.00 72 4 EA Timber pole 18" below and Remove $ 375.00 $ 1,50 73 8 EA 5 -mon siggo head assembly install $ 700.00 $ 5,600.00 74 20 EA 5 -section cluster si head 11se-bly Install $ 700.00 S 14,000.00 75 36 EA 4 -section si head assembly Install $ $75.00 $ 20,700.00 76 72 EA 3 -section signal head assembly Install $ 450.00 S 32,400.00 77 8 EA 5 -section (citti supplied) signal head le mounted Furnish and Install $ 850.00 $ 6,800.00 78 20 EA 5 -section cluster city su _ lid:d) signalhead le mountod Furnish and hwtall $ 950.00 $ 19,000.00 79 64 EA 4 -section curt , .;u lied) signal head le mounted Furnish and Install S 750.00 $ 48,000.00 80 72 EA 3 -section (cite su lied) si head a mounted Furnish and Install S 650.00 S 46,800.00 81 8 EA 5 -section (city supplied) signal head mounted Furnish and Install $ 1,100.00 S 8,800.00 82 8 EA 5 -section cluster (cit-,° supplied) sigral hemi an mounted Furnish and Install $ 1,100.00 $ 8,800.00 83 16 EA 4 -section (cite supplied) signal head mounted] Furnish and Install $ 1000.00 $ 16,000.00 84 48 EA 3 -section (c itN supolied) signal head (span mounted) Furnish and Install $ 850.00 $ 40,800.00 85 48 EA Signal head assembly Remove $ 150.00 $ 7,200.00 86 20 EA Regullatoty sign Install $ 70.00 $ 1,400.00 87 88 48 36 EA EA Re lato sign (city su lied) le mounted) RegWaturysign city su lied) (Span mountedi Furnish and Install Furnish and install $ $ 100.001S 235.00 $ 4,800.00 8,460.00 89 4 EA Street name sign Install $ 140.00 $ 560.00 90 4 EA Street name sign (city supplied) le mountui Furnish and ]install $ 200.00 S 800.00 91 4 EA Street name sign (city supplied) (span mounted Furnish and Install $ 300.00 $ 1,200.00 92 24 1 Si R 1 /Street name Remove S 70.001S 1,680.00 93 40 EA Il SN sign 6' Instal] 1 $ 300.001$ 12,000.00 98 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the follawing section, which directly corresponds to the specifications. The contractor shall not make changes to this font. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. EST. Item ANNUAL QTY UOM Product Description Description 2 Unit Price Extended Price 94 12 EA ILSN Si2 6' Remove $ 200.00 $ 2,400.00 95 40 EA Luminaire head Install $ 70.00 $ 2,800.00 .96 4 EA Luminaire head Remove $ 70.00 $ 280.00 97 40 EA Wind dampener (Citi ,,ueplied sign) for mast arm Furnish and Install $ 250.00 $ 10,000.00 98 4 EA Wind dampener for mast arm Remove $ 70.00 $ 280.00 99 8 EA VIVIDS (video detection camera) install $ 250.00 $ 2,000.00 100 12 FA Pan/l'iIVZoom camera PTZ Install $ 250.00 $ 3,000.00 101 20 EA Advance radar detection Install $ 350.00 S 7,000.00 102 40 EA 1presence radar detection Install $ 350.00 $ 14,000.00 103 20 EA ticom detector Install $ 200.00 $ 4,000.00 104 1 10 EA Wireless radio with antenna(s) Install $ 200.00 $ 2,000:00 105 2 EA Spread S ctrum Radio SSR antenna Install $ 125.00 $ 250.00 106 12 EA VIVIDS video detection camera) Remove $ 125.00 $ 1,500.00 107 4 EA 1pantratizoom camera PTZ Remove $ 125.00 $ 500.00 108 4 EA Advance radar detection Remove $ 125.00 $ 500.00 109 8 EA, presence radar detection Remove $ 125.001$ 1,000.00 110 8 EA Optitorn detector Remove $ 125.00 $ 1,000.00 111 4 EA Wireless radio with antenna(s) Remove $ 125.00 $ 500.00 112 4 EA ISpread S ectr m Radio SSR antenna Remove $ 60.00 $ 240.00 113 2 EA Roadside flasher beacon assembly solarpowered) Install $ 2,500.00 $ 5,000.00 114 2 EA Roadside flasher beacon assembly Remove $ 650.00 $ 1,300.00 115 48 EA pedestrian head with LED insert on metal pole Install $ 255.00 $ 12,240A0 116 32 EA Pedestrian head with LED insert on timber pole Install $ 500.00 $ 16,000.00 117 48 EA pedestrian button station assembly on metal pole install $ 70.00 $ 3,360.00 118 32 EA Pedestrian button station assembly on timber ale Install $ 125-00 $ 4,000.00 119 24 EA pedestrian pusli button pole assembly Install $ 375.00 $ 9,000.00 120 36 EA pedestrian push button pole assembly with 4' le Furnish and Install $ 725.00 $ 26,100.00 121 12 EA I pedestrian push button pole assembly with 16' pole Furnish and Install $ 1,200.00 IS 14,400.00 122 24 EA Pedestrian head Remove $ 125.00 $ 3,000.00 123 24 EA Pedestrain button station Remove $ 60.00 S 1,440.00 124 8 EA pedestrain push button pole assembly Remove $ 255.00 S 2,040.00 125 600 LF Zinc -coat steel wire strand 3116 in Furnish and install $ 2.00 $ 1,200.00 126 1,600 LF Zinc -coat steel wire strand (114 in) Fumish and install $ 2.00 IS 3,200.00 99 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. EST. Item ANNUAL QTY UOM Product Oescription Description 2 Unit Price Extended Price 127 600 LF Zinc -coat steel wire strand 5116 in Furnish and install $ 2.00 $ 1,200.00 128 6,800 LF Zinc -coat steel wire strand 318 in) Furnish and install $ 2.00 $ 13,600.00 129 1,200 LF Zinc -coat steel wire strand Remove S 1.00 $ 1,200.00 130 2 EA Entire mast arm pole intersection, 3 Role design Remove $ 2,100.00 $ 4,200.00 131 2 EA Entire mast arm pole intersection, 4 poe design Remove $ 2,700.00 $ 5,400.00 132 1 EA Entire timber pole intersection, 3 pole design Remove $ 1,390.00 $ 1,390.00 133 2 EA Entire timber pie intersection, 4 pole design. Remove $ 1,800.001$ 3,600.00 134 14,200 LF Traffic Signal Cable gM A 14 AWG 7 conductor Furnish and Install $ 1.00 $ 14,200.00 135 400 LF Traffic Signal Cable (T A) 14 AWG (9 conductor) Furnish and Install $ 1.00 $ 400.00 136 400 LF Traff�e Si al Cable (T A 14 AWG (10 conductor) Furnish and Install $ 2.00 $ 800.00 137 4,800 LFTraffic Si 1 Cable T A 14 AWG (21 conductor Furnish and install $ 3.00 $ 14,400.00 138 4,800 LF Traffic Signal Cable A 14 AWG (25 conductor) Furnish and Install $ 3.50 $ 16,800.00 139 300 LF Trafl-ic SieLa Cable C I2 AWG (2 conductor) Furnish and Install $ 1.00 $ 300.00 140 300 LF Traffic Signaj Cable (T C 14 AWG 2 conductor) Furnish and Install $ 1.00 $ 300.00 141 300 LF Traffic signal Cable C 18 AWG 2 conductor Furnish and Install $ 1.00 $ 300.00 142 950 LF Electric conductor stranded o. 4 AWG insulated Furnish and install S 2.00 $ 1,900.00 143 200 LF Electric conductor stranded o. 4 AWG bare Furnish and Install $ 2.00 $ 400.00 144 600 LF Electric conductor stranded No. 6 AWG insulated Furnish and Install $ 1.00 $ 600.00 145 200 LF Electric conductor stranded (No. 6 AWG bare Furnish and Install $ 1.00 $ 200.00 146 200 LF Electric conductor solid o. 6 AWG bare Furnish and Install $ 1.00 $ 200.00 147 325 LF Electric conductor stranded o. 8 AWG insulated Furnish and Install $ 1.00 $ 325.00 148 125 LF Electric conductor stranded (No. 8 AWG) bare Furnish and Install $ 1.00 $ 125.00 149 4,600 LF 11my Cable 12 AWG (3 conductor Furnish and Install $ 1.00 is 4,600.00 150 4,600 LF Tray Cable 14 AWG (3 conductor) Furnish and Install $ 1.00 $ 4,600.00 151 720 LF Tra Cable I6 AWG (3 conductor) Furnish and Install $ 1.00 $ 720.00 152 450 LF Tray Cable 12 AWG 4 conductor Furnish and Install $ 1.00 $ 450.00 153 320 LF Tray Cable 14 AWG (4 conductor) Fumish and Install $ 1.00 $ 320.00 154 2,400 LF GTT Opticom System Cable 20 AWG (3 conductor) black sheilded Furnish and Install $ 1.00's 2,400.00 155 1,000 LF Belden 7919A Cat 5E black sheilded or ual Furnish and Install $ 3.50 1 S 3,500.00 156 1,500 LF Multicondutor cable (114" O.D. and smaller) Install $ 1.001$ 1,500.00 157 1,800 LF Multicondutor cable 5/16 "- 318" O.D. Install $ 1,00 $ 1,800.00 158 1,200 LF Multicondutor cable (7116" - 518" O.D.) Install $ 1.50 $ 1,800.00 159 1,200 LF Multicondutor cable (I I/16" -7/8" O.D.) Tnstall $ 1.50 $ 1,800.00 100 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Street for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following sectiom which directly corresponds to the specifications. The contracror shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item. EST. AIZI a" I UoM Product Description Description 2 Unit Price Extended Price 160 1,500 LF Single or multicoudutor cable 114" O.D. and smaller) Remove $ 0.50 $ 750.00 161 1,500 LF Single or multicondutor cable (5116 "- 318" O.D.) Remove $ 0.50 $ 750.00 162 1,500 LF Sin a ormulticondutor cable 7116" - 5/8" O.D. Remove $ 0.50 $ 750.00 163 1,500 LF. Sin 1c ormulticondutor cable 11/16" -7/8" O.D.+-- Remove $ 0.50 $ 750.00 Total Cost of Products (Annual) $ 1,396,500.00 Additional Services Item LOOM Product Description Description 2 Unit Price 164 Hour Contractor Services Price Per Hour with Aerial Truck This includes aerial & ground services $200.00 This includes aerial, ground, and span 165 Hourly Contractor Services Price Per Hour fors an wire intersections pole installation/removal services. $400.00 lContractor-Services this includes aerial, ground, and mast 166 Hourly Price Per Hour for mast arm pole intersections arm pole instalkatiowremoval services. $400.00 Percent oftotal purchase order amount 167 % Mobilization (Smaller projects) not w exceed I -i% 20 168 Ea Mobilization ar Intersection For complete intersection builds $2,500.00 Scheduled time contractor can sten a signal project in Deaton afwr 3wtiw Eo 169 Days Timeline to start Project proceed through a purchaxe order 5o Emergency response for a contractor to 170 l lrs Arris al time to start F,tnergency Project repairheplaoe signals in Denton 1 Q 101 Ell DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 RFP #5442 EXHIBIT 1 Exhibit "F" Addendum # 1 GENERAL NOTES FOR BID LINE ITEMS: All materials shall be of the latest City of Denton / TXDOT specifications with their corresponding item codes Install items shall be with city supplied materials unless otherwise noted on line item Furnish and install items shall be with contractor supplied materials unless otherwise noted on line item All bid line item installations shall be completed with terminations and fully operational after installation Ground box, signal cabinet pad, and meter pedestal pad installations shall include conduit stub ups and tie-ins with bell ends at the end of each conduit. Traffic signal cabinet base shall be Armorcast A600184SX24TXDT or a predetermined city approved equal. Meter pedestal service shall be Electrol systems, TXDOT standard green powder coated aluminum type D pedestal, TYD 120/240 070 (NS)AL(E)PS(U): 1-50a/1p for traffic signal, 2- 20a/1p for lighting, 1-15a/1p for control circuit, interior photo cell with windows, 30 amp lighting contactor, and HOA selector switch. All mast arm or timber pole assemblies shall include pickup and delivery from and to job site in Denton unless contractor supplied. Timber poles shall be creosote -treated southern yellow pine and shall be set using approved expanding foam method. Furnish and Install timber pole assemblies include a one or two anchor design, and in each case, shall contain all connecting hardware for each strand wire support and each pole anchor guy. Some installations may include a guy spreader. Timber pole anchors shall be set using Class C concrete and contain all guy cable and connecting hardware from anchor to timber pole. Pedestrian head installations on timber poles shall include a NEMA type 3R junction box with a liquid tight conduit to each pedestrian head and associated mounting hardware. Pedestrian push button station installations on timber poles shall include a liquid tight conduit to pedestrian head junction box with associated mounting hardware. Pedestrian push button pole assembly furnish and installs shall contain Pelco parts consisting of 1 EA: P&5335 -GL -PNC, PS -5306, P13-5325, PS -5401, AND P&5100 11 KIN DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "F" RFP #5442 Addendum #1 GENERAL NOTES FOR BID LINE ITEMS: Rigid metallic (RM) conduit shall contain appropriate weather head and mounting hardware. Salvage existing traffic signals and equipment as shown on plans and as directed by the City of Denton. Removal of each intersection shall include all above and below ground traffic signal related items except for electrical services. Conduit stub ups and concrete foundations must be removed 18" below ground and then can be abandoned. ADA ramps and pavement markings are excluded. Wind dampener (dampening plate) only will be supplied by the city; all other mounting hardware shall be provided and installed by the contractor. Traffic signal pole foundation anchor bolts will be supplied by the city at time of foundation installation. Long and single mast arm assemblies will contain a vertical pole assembly, a mast arm, a luminaire arm, an ILSN arm, and an anchor bolt base cover. Strain pole assemblies will contain the vertical pole, a luminaire arm, an IL5N arm, and an anchor bolt base cover. Install signal head items shall include labor only for a complete assembly using LEDs, visors, backplates, and mounting hardware. Furnish and Install signal head items shall include labor only except for contractor supplied Pelco AS-0125/AS-0138 signal head mounting hardware for pole mount or SP-3058-TX-ALO/AS- 01:38 signal head mounting hardware for span mount. Furnish and Install Regulatory and Street name sign items shall be a city supplied sign andline item cost will only include the sign's mounting hardware and labor. Timeline to complete each workorder, after notice to proceed through a purchase order, will be 30 working days for a 4 pole intersection, and 45 days for a 6 pole intersection. City supplied materials to signal contractor that will need to be programmed for signal operation, will be the responsibility of the City of Denton. installation/mounting and mounting adjustments of such items will be a pay item to the signal contractor. 12 103 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Texas Franchise Tax Public Information Report c : 05-102 To be filed by Corporations, Limited Liability Companies (LLQ andirinanciallnstitutions ti` c (Rev_9-11130) This report MUST be signed and filed to satisfy franchise tax requirements vert w Tcode 13196 Franchise ■ Taxpayer number N Report year You have certain rights under Chapter 552 and 559, Government Code, 7 rJ 1 6 4 Q 0 'z 1011 3 to review, request, and correct information we have on file about you. Contact us at (800)151-1381 or (511) 463-4600. Taxpayer name DURABLE SPECIALTIES, INC. Mailing address Secretary of State (SOS) file number or PO BOX 535969 Comptrol€erfile number City GRAND PRAIRIE State TX ZIP 750053 Plus 4 0070837900 aBlacken circle if there are currently no changes from previous year, if no information is displayed, complete the applicable information in Sections A, B and C, rrindpal office 2302 Paddock Way Dr. Grand Prairie, Texas 75050 lrincipal place of business 2302 Paddock Way Dr. Grand Prairie, Texas 75050 r /Officer, director and manager information is reported as of the date a Public Information 1�OsI 1! p iAV/ Report is completed. The information is updated annually as part of the franchise tax T report. There is no requirement or procedure for supplementing the information as officers, directors, or managers change throughout the year. SECTION A Name, title and mailino address of each officer. director or mananer. NameTitle State of formation Texas SOS file number, if any Director Name of owned (subsidiary} corporat€on or limited liability company m in d d y y CAROL RICHTER TREASURER O YES Term 1 2 3 1 1 5 expiration Mailing address aty Stare I? Code PO BOX 535969 GRAND PRAIRIE TX r 75053 Name Title Director m m d d y y Jennifer A Warnaek VP Finance O YES Term 1 2 $ 1 1 5 expiration Mailinaddress City State IP Code PO Box 535969 Grand Prairie TX 75053 Name Title Director m m d d y y O YES Term expiration Mailing address City State 1P Code SECTION B Enter the information required for each corporation or LLC, if any, in which this entity owns an interest of 10 percent or more. Name of awned (subsidiary) corporation or limited liability company State of formation Texas SOS file number, if any Percentage of ownership Name of owned (subsidiary} corporat€on or limited liability company State of formation Texas SOS file number, if any Percentage of ownership SECTION C Enter the information required for each corporation or LLC, if any, that owns an interest of 10 percent or more in this entity or limited liability company. Name of owned (parent) corporation or limited liability company State offormation exas SOS file number, if any Percentage of ownership legistered agent and registered office currently on file_ (see instructions ifyou need to make changes) Blacken circle if you need forms to change %gent: JEFFREY C BRYAN O the registered agentor registered office information ]ffice: 5208 BYERS AVENUE r�y FORT WORTH State TX 1 zipC,Qrfe107 The above information is required by Section 171203 of the Tax Code for each corporation or limited habi€iry company that files a Texas franchise Tax Report. Use additional sheets u r,, o, e, w �, a 11—n ary. i nc mi unnaunn wiel ue dVdiiable for public inspection. declare that the information in this document and any attach mems is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has beer marled to each person named in this report who is an officer, director or manager and who is not currently employed by this, ur a related, corporation or limited liability company. o9ri ole Date Area code and phone number sere)` CAROL A RICHTER Electronic 08-12-2013 ( 972 ) 296- 6324 Texas Comptroller Official Use Only I I I I I 1 I 104 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 ❑ Check this box if you are tiling an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the T" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? No Yes B_ Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? = No Yes D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date 105 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Certificate Of Completion Envelope Id: AC64910E154F495BAEOEB3556CC431C8 Subject: Please DocuSign: 5442 - Contract Amendment #2.pdf Source Envelope: Document Pages: 120 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 5 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/13/2017 7:00:13 AM Signer Events Patrick Bryan Patrick@durablespecialties.com VP of Operations Durable Specialties, Inc. Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/14/2017 4:26:21 AM ID:8d39e99b-22ca-4c12-888d-e0bc8ccdfdff Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 1 Holder: Jody Word jody.word@cityofdenton.com Signature Ell—Sig"ed by: A7123D0849E84D7 . Using IP Address: 50.84.141.26 pllSigned �o�c{u."Xby:d 296E603A0" Using IP Address: 129.120.6.150 Signature Status Status Status Status Status Status: Completed Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 4/13/2017 7:22:54 AM Viewed: 4/14/2017 4:26:21 AM Signed: 4/14/2017 4:26:35 AM Sent: 4/14/2017 4:26:37 AM Viewed: 4/14/2017 6:38:26 AM Signed: 4/14/2017 6:38:56 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/14/2017 6:38:58 AM Carbon Copy Events Melissa Hedgepeth Melissa@durablespecialties.com Administrative Asst Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed EXHIBIT 1 Status � COPIED Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 4/14/2017 6:38:59 AM Viewed: 4/14/2017 6:52:30 AM Timestamp Timestamps 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Patrick Bryan EXHIBIT 1 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. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind 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, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. 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. EXHIBIT 1 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: kevin.gunn@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 electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, Netscape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 1 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT I DocuS(gn Envelope ID: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 TI -II: STATI OF TEXAS § S COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. RFP NO. 5442 THIS FIRST AMENDMENT TO CONTRACT 5442 ("Amendment") by and between the City of Denton, Texas ("City") and Durable Specialties, Inc. ("Supplier"); The CITY deems it necessary to further expand the goods/services provided by SUPPLIER to the CITY; NOW THEREFORE, 1. Exhibit B "Special Terms and Conditions", Total Contract Amount of the Agreement is hereby amended to read as follows: "Total Contract Amount for services shall not exceed $4,500,000 per term. Pricing shall be per Exhibit C attached, the contract amount remains the same. 2. Exhibit A "City of Denton Request for Proposal", of the contract we are wanting to extend this contract for additional six (6) months which will be extended till October 1, 2017" All other provisions of the contract 5442, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this the day of 3/16/217 2017. RFP 5442 — Amendment 41 Page I of 2 DocuSign Envelope 11D: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 EXHIBIT I "CITY" CITY OF DENTON, TEXAS ATexas Municipal Corporation By: 1�Do—Signed by: fVo, f?r6& FBACF935410 ELTON BROCK PURCHASING MANAGER "SUPPLIER" DURABLE SPECIALTIES, INC. A Corporation DocuSigned by: �3/16/2017 By: �dn& by � z AUTHORIZED SIGNATURE, TITLE RFP 5442 — Amendment 41 Page 2 of 2 EXHIBIT 1 cru_ ` Stcup to Certificate Of Completion Envelope Id: 1065C76FEAD84D4A952D4FB823D1F7B1 Status: Completed Subject: 5442 -Construction of Traffic Intersections with Durable Specilties Inc. - Amendment #1 Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jody Word Certificate Pages: 5 AutoNav: Enabled Payments: 0 jody.word@cityofdenton.com Envelopeld Stamping: Enabled IP Address: 129.120.6.150 Time Zone. (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Jody Word Location: DocuSign 3/10/2017 9:28:11 AM jody.word@cityofdenton.com Timestamp Signer Events Signature ..... Timestamp Patrick Bryan o ��siy�eaby: Sent: 3(1012017 9:37:20 AM Patrick@durablespecialties.com Status I '] ttt Resent: 3/14/2017 8:33:22 AM VP of Operations A123o°849E84D7 Resent: 3/15/2017 2:30:40 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 3/16/2017 3:40:14 AM ID:293fd9f5-7526-4a07-a4fb-9aab3691c32e Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Using IP Address: 50.84.141.26 �D... Signed by: �bU1, ijVbGjC 4E9FEBACE935410... Using IP Address: 129.120.6.150 Viewed: 3/16/2017 3:40:14 AM Signed: 3/16/2017 3:40:27 AM Sent: 3/16/2017 3:40:28 AM Viewed: 3/16/2017 6:52:09 AM Signed: 3/16/2017 6:52:22 AM 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 Jody Word Sent: 3/16/2017 6:52:23 AM jody.word@cityofdenton.com COPI_ED_______] Resent: 3/16/2017 6:52:27 AM Buyer Viewed: 3/16/2017 7:09:23 AM City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 1 Carbon Copy Events Status Timestamp Julia Winkley Sent: 3/16/2017 6:52:24 AM julia.winkley@cityofdenton.com L -COPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mark Nelson mark. nelson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Wilson scott.wilson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sent: 3/16/2017 6:52:25 AM [.Ya'iii[c7f[:�i���ZtZ:iF�aFll/t1Pi: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/16/2017 6:52:26 AM Certified Delivered Security Checked 3/16/2017 6:52:26 AM Signing Complete Security Checked 3/16/2017 6:52:26 AM Completed Security Checked 3/16/2017 6:52:26 AM Payment Events Status ,, 'Timestamps Electronic Record and Signature Disclosure EXHIBIT I Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Patrick Bryan 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. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the J agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind 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, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' orm on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. 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, EXHIBIT I 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: kevin.gunn@cltyofdeiiton.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 electronically to you, you must send an email message to us at kevin.gunn(&-cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full narne, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.coi-n and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Renuired hardware and software Operating Systems: Windows2000? or WJndowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, Net ca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing'the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT I Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the'l agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 1 EXHIBIT ORIGINAL CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. (RFP 5442) THIS CONTRACT is made and entered into this 1 day of April, 2014, by and between Durable Specialties, Inc. a corporation, whose address is 2302 Paddock Way Dr., Grand Prairie, TX 75050, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home -Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide construction services in accordance with the City's RFP # 5442, for Construction of Traffic Intersections, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as "Exhibit A". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Request for Proposal #5442 in the office of the Purchasing Manager (Exhibit "A"); (b) City of Denton Standard Terms and Conditions (Exhibit "B"); (c) Insurance Requirements (Exhibit "C"); (d) Payment and Performance Bond (Exhibit "D"); (e) Contractor's Pricing and Information (Exhibit "F"); (f) Conflict of Interest (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to this written Contract, and then to the contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." EXHIBIT I IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: B, �wi zzt ledr �kYl� u ATTEST: JENNIFER WALTERS, CITY SECRETARY B r APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By "CONTRACTOR" Durable Specialties, Inc. By: lJ1 TORI CD SI NAYURI TYPED NAME:_... PHONE NUMBER w E-MAIL ADDII AS CITY OF DENTON, TEXAS A Texas Municipal Corporation By: GEORGE C. CAMPBELL CITY MANAGER DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "B" CITY OF DENTON GENERAL CONDITIONS FOR BUILDING CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: (1) between the Engineer and Contractor; (2) between the Owner and a Subcontractor or Sub -subcontractor; or (3) between any persons or entities other than the Owner and Contractor. The Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Engineer's duties, DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 c) THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Contractor, or any Subcontractors, Sub - subcontractors, material suppliers, or any other entity for whom the Contractor is responsible, to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Contractor's Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non - friable; DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum. products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001 (1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Contractor shall not perform such Work without having obtained a clarification from the Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) addenda, with those addenda of later date having precedence over those of an earlier date; (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) the Specifications and Drawings. 1.3 OWNERSHIP AND USE OF ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c) Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Contractor as scheduled and Contractor is not prepared to accept or act on such information or services, then Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article b (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 1 I (Insurance and Bonds). (f) The Owner shall forward all instructions to the Contractor through the Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Engineer in the performance of the Engineer's duties and to verify the Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of notice from the Owner, the Owner may correct the Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Contractor from payments then or thereafter due to the Contractor. The cost of correction is subject to verification (but not approval) by the Engineer. If payments then or thereafter DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 due the Contractor are not sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written notice to proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 THE CONTRACTOR 31 DEFINITION OF CONTRACTOR The Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Contractor may discover. The Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition as is in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12.. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 any other persons performing portions of the Work under a subcontract with the Contractor or with any Subcontractor, and all other persons or entities for which the Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Contractor. (c) The Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Engineer in the Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Contractor. (d) The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Contractor's responsibility under this paragraph will not in any way eliminate the Engineer's responsibility to the Owner under the Engineer/Owner Agreement. (e) Any Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or separate contractor without the Contractor having given written notice to the Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Contractor. The Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor for his own Work shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other 10 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 facilities and services necessary for proper execution and completion of the Work; whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) to bona fide residents of the City of Denton, Texas; (2) to bona fide residents of the County of Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN ONE (1) YEAR AFTER DISCOVERY BY THE OWNER OF THE LATENT DEFECT. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories 11 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (b) Except as provided in Subparagraph (d) below, it is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Contractor shall promptly notify the Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (c) If the Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Engineer and the Owner, the Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the. Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor's costs under Clause (b) (3); (5) the Owner retains the right to review and approve Subcontractors selected by the Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT (PROJECT MANAGER -ONSITE SUPERVISOR) 12 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Contractor replace its superintendent at any time and the Contractor will replace said superintendent at the Owner's direction. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Contractor; and (ii) the latest date for approval by the Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Contractor shall prepare and submit to the Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. 13 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 The updated schedule must be submitted with the Contractor's Application for Payment. No application will be certified without a satisfactory update to the construction schedule. (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Contractor shall also prepare and keep current, for the Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Engineer reasonable time to review submittals. (c) The Contractor shall conform to the most recent schedules approved as to form by the Engineer and the Owner. Any subsequent revisions made by the Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Contractor shall take such steps as may be necessary to improve his progress, and the Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required .above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Engineer and shall be delivered to the Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. 14 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) 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 Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Engineer is subject to the limitations of Paragraph 4.2. (e) The Contractor shall review, approve and submit to the Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. (f) The Contractor 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 Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Engineer, subject to a formal Change Order signed by the Owner, Engineer and Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Engineer's approval thereof Further, 'notwithstanding any approval of a submittal by the Engineer, the Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Contractor to the Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Engineer on previous submittals. In the absence of such written notice, the Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Engineer is not expected to take responsive action may be so identified in the Contract Documents. 15 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (k) When professional certification of performance criteria of materials, systems, or. equipment is required by the Contract Documents, the Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CLEANING UP (a) The Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. 3.15 ACCESS TO WORK The Contractor shall provide the Owner and the Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.16 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Contractor shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Engineer timely notice of when and where tests and inspections are to be made so the Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(x), the Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Engineer of when and where tests and inspections are to be made so that the Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Engineer's services and expenses, if any. The Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. 16 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (d) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.17 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ENGINEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE INFRINGEMENT. In the event the Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Contractor shall immediately notify the Owner and the Engineer of same. 3.18 INDEMNIFICATION (a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph .3.19 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers compensation acts, disability benefit acts or other employee benefit acts. 17 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Engineer under the above-mentioned laws and regulations are secondary to those of the Contractor. ARTICLE 4 CONTRACT ADMINISTRATION 41 THE DESIGN PROFESSIONAL (ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Engineer" means the Engineer or the Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Engineer shall apply to the Owner -designated Engineer representative and the Owner -designated Engineer representative shall be accorded that same status by the Contractor. (b) In the event the Engineer is an outside person or firm and the Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Engineer to replace the former, or may designate a qualified Owner representative to serve as the Engineer. The replacement Engineer, whether an Owner representative, an independent Engineer or any other qualified person or entity, shall be regarded as the Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Engineer, with the Owner notifying the Contractor of any such changes. The Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes 18 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, MUST BE MADE BY WRITTEN NOTICE TO THE ENGINEER AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from. concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Contractor by his signature) of the Contractor, verifying the truth and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Engineer. Claims, disputes, and other matters in question between the Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Engineer for recommendation to the Owner, which recommendation the Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Contractor to submit the Claim to the Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed;. provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) .a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of .the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. 19 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT THE CONTRACTOR'S OWN RISK. THE OWNER AND THE ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (fl Claims for Additional Cost. If the Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Engineer; (2) a written order for a minor change in the Work issued by the Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Contractor asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Contractor to submit and assert the claim against the Owner shall be subject to: (1) the requirements of Paragraph 4.3 of these General Conditions; and 20 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Contractor to seek and assert such claim against the Owner: (ii) The Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Contractor has agreed to be legally responsible to the Subcontractor for pursing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Contractor's included markup (subject to .the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Contractor in the claim submittal materials. (ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed to be valid. (iii) The Subcontractor making the claim to the Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Contractor in the claim submittal materials. (3) Any failure of the Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part_ The Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). 21 0 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) In the event that the Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Contractor provided within fourteen (14) days after receipt of the Contractor's Claim. If the Owner denies the Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, W141CH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. 22 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Contractor and the Owner, the Contractor shall furnish to the Engineer in writing, for acceptance by the Owner and the Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Contractor shall not contract with a proposed person or entity to whom the Owner or Engineer has made reasonable and timely objection. (c) Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Contractor shall not change a Subcontractor previously selected if the Owner or Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents (including but not limited to 23 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 these General Conditions), and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and the Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project_ RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. (2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE 24 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 OWNER OR THE ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. ARTICLE 6 CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make a claim as provided elsewhere in and in accordance with the Contract Documents. (b) When separate contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them.. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Contractor's Change Order proposal is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to. have the same rights which apply to the Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 25 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 6.2 MUTUAL RESPONSIBILITY (a) The Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Engineer. Should any interference occur between the Contractor and a separate contractor, the Engineer or the Owner may furnish the Contractor with written instructions designating priority of effort or change in methods, whereupon the Contractor shall immediately comply with such direction. In such event, the Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Engineer; no increase in the Contract Sum, however, shall be due to the Contractor. (d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Contractor cause damage to the work or property of any separate contractor on the Project, the Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Contractor who shall defend such proceedings, at the Contractor's expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Engineer recommends to be just. KI DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT I ARTICLE 7 AMENDMENTS 71 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Engineer,. issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(x) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a not -to -exceed lump sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; (2) unit prices stated in the Contract Documents or subsequently agreed upon; 27 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Contractor for whatever reason refuses to sign the Change Order in question, the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed 15%. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the 28 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Engineer a minimum of thirty (30) calendar days after receipt by the Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary, All of the Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (b) All Amendments require approval by either the City Council or, where authorized by the state law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of 29 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 30 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Contractor shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop 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 or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Contractor shall not suspend the Work in whole or in part without written authority from the Engineer or the Owner, and shall resume the Work promptly when notified by the Engineer or the Owner to resume operations. 31 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (g) In the event of a delay that is the responsibility of the Contractor or any of the Subcontractors, for which the Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Contractor is entitled to a time extension, as determined by the Engineer, Owner may similarly direct acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Contractor shall submit to the Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, when approved by the Engineer and the Owner, shall be used as a basis for the Contractor's Application for -Payment. The schedule of values shall follow the trade division of the Specifications. Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Contractor's right to payment as the Owner or Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred 32 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 in storage of materials or equipment away from the Project site will NOT he made by Owner unless: (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims,. security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials; and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a) The Engineer will, within ten (10) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Engineer determines is properly due, or notify the Contractor and Owner in writing of the Engineer's reasons for withholding certification in whole or in part as provided in (a) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. 33 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) The issuance of a Certificate for Payment will constitute a representation by the Engineer to the Owner, based on the Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Engineer has: (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (c) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (d) The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. (e) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if Kul DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 in the Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Engineer or the Owner is unable to certify payment in the amount of the Application, the Engineer or the Owner will notify the Contractor as provided in Subparagraph 9.4(a). If the Contractor and Engineer or the Owner cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which the Engineer is able to make the required representations to the Owner. The Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Engineer's or Owner's opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (S) mathematical or other errors that are discovered in the Application for Payment. (b) When each of the above reasons that existed for withholding certification are removed or remedied, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for 35 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Contractor default remains uncured. (b) The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractors portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in similar manner. (c) The Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Contractor or, in the event of the Contractor's failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Contractor shall prepare and submit to the Engineer a comprehensive list of remaining items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. if the Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Engineer. The Contractor shall then submit a request for another inspection by the Engineer to determine Substantial Completion. When the 36 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Work or designated portion of the Work is Substantially Complete, the Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit a list to the Engineer as provided under Subparagraph 9.7(b). Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the (a) progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Contractor, and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Engineer will promptly issue a final Certificate for Payment stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Engineer's final Certificate for Payment will constitute a further representation .that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor's being entitled to final payment have been fulfilled. Owner will normally make 37 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit under Clause (b)(1) shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion and the Engineer confirms the delay, the Owner shall, upon application by the Contractor and certification by the Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been fumished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 38 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements; roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) USE OF EXPLOSIVES IS PROHIBITED - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract,. this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Contractor shall furnish the Owner and the Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the 39 ■ DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Owner and the Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Engineer. (e) The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (f) The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Engineer. (g) The Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Contractor's neglect shall be deducted from the Contract Sum. The Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to 40 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 postpone or prohibit any closure or obstruction of any streets .or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Contractor shall, when directed by the Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Contractor shall, at the Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work_ Whenever evidence is found of such damage, the Engineer may order the damaged portion immediately removed and replaced by the Contractor at Contractor's cost and expense. The Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Contractor. 10.7 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) Traffic Department will supply contractor with Electricity through coordination with DME. 10.8 USE OF FIRE HYDRANTS The Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.9 ENVIRONMENTAL COMPLIANCE 41 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (a) The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separatf contractor or through a Change Order with the Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible for remediating the condition at the sole expense of the Contractor in accordance with the Contractor's APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c) The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Engineer so that they may observe the activities; provided, however, that it shall be the Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d) The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon 42 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 request to the Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (e) The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such ashydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. (f) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SP.RP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected; or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.2 PROPERTY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.3 `UMBRELLA' LIABILITY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.6 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.3(b), the Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by ,the Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.3(c) and approved by the Owner. The surety bonds shall be 43 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 accompanied by an appropriate Power -of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) year from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $100,000, Performance in 100% of the Contract Sum are mandatory and shall be provided by the Contractor. If the Contract Sum is greater than $50,000 but less than or equal to $100,000, only a Payment Bond in 100% of the Contract amount is mandatory; provided, however, that the Contractor may elect to furnish a Performance Bond in the same amount if the Contractor so chooses. If the Contract Sum is less than or equal to $25,000, the Contractor may elect not to provide Performance and Payment Bonds; provided that in such event, no money will be paid to the Contractor until final completion and acceptance of all work by Owner. If the Contractor elects to provide Performance and Payment Bonds 100% of the total Contract Sum, progress payments in accordance with these General Conditions shall be disbursed. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) The person or persons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after such award, sign the required Contract with the Owner and provide the necessary surety bonds and evidence of insurance as required under the Contract Documents. No Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed for the Owner by the City Manager, the performance and payment bonds and evidence of insurance have been furnished as required by the Contract Documents, and the fully executed contract has been delivered to the Contractor. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds and evidence of insurance within ten (10) days after the Contract is awarded or as soon thereafter as the Owner can assemble and deliver the Contract shall constitute a material breach of the Contractor's bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Contractor's failure to execute and furnish the statutory bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.3(e). In the event the Owner should re -advertise for bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re -advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Engineer, be uncovered for the Engineer's observation and be replaced at the Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Engineer has not specifically requested to observe prior to it being covered, the Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Contractor shall promptly correct Work rejected by the Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Engineer's services and expenses made necessary thereby. (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Engineer or the Owner to do so unless the Owner has previously given the Contractor a written acceptance or waiver of the defect or nonconformity. The Contractor's 'obligation to correct defective or nonconforming Work remains in effect for: (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or 45 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (3) the stipulated duration of any applicable special warranty required by the Contract Documents. (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the ability of the Owner to require the Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. (f) If the Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Contractor, including compensation for the Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are not sufficient to cover the deficiency, the Contractor shall pay the difference to the Owner. (g) The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 46 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided .in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Engineer will make a detailed inspection of the Work and will advise the Contractor and the Contractor's Surety of the items that require correction. The Engineer will make a subsequent inspection and if the corrections have been properly performed, the Engineer will issue a letter of release on the maintenance stipulations to the Contractor and the Surety. If for any reason the Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Contractor, including but not limited to the following causes: (1) Failure or refusal of the Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. 47 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (b) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Engineer or the Owner as provided for in the Contract Documents. (7) failure or refusal of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(c), the Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Contractor for the Work or that portion of the Work which the Owner has ordered the Contractor to discontinue and may: (1) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Engineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the 48 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Contractor, then the Owner may pay to the Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Contractor, then the Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The right to terminate this Contract for the convenience of the Owner (including but not limited to nonappropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written. notice of termination for convenience to the Contractor. Upon the Contractor's receipt of such written notice, the Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; 49 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3) situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4) other unforeseen conditions or circumstances. (b) The Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Contractor under Subparagraph 4.3 of these General Conditions: (1) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 50 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 14.2 SUCCESSORS AND ASSIGNS The Owner and the Contractor respectively bind themselves, their partners, successors, assigns; and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 51 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require- the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services 52 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended., relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. Should a conflict arise between the PO, RFP document, supplier__ termer or contract; the terms and conditions set forth in the negotiated contract shall prevail, 53 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "C" INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposallbid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposabUd. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. 54 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. • Concerning the insurance to be furnished by the Contractor, it is a condition precedent to acceptability that: (1) All policies must comply with the applicable requirements and special provisions of Attachment A. (2) Any policy evidenced by a certificate of insurance or submitted for review shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements set forth herein, and the Owner's decision regarding whether any policy contains such provisions, contrary to this requirement, shall be final. • The Contractor agrees to the following special provisions: (1) The Contractor hereby waives subrogation rights for loss or damage to the extent .same are covered by insurance. Insurers shall have no right of recovery or subrogation against the Owner, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies. This waiver of subrogation shall be included, by endorsement or otherwise, as a provision of all policies required under Attachment A. (2) Insurance companies issuing the insurance policies and the Contractor shall have no recourse against the Owner for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of Contractor. (3) Approval, disapproval or failure to act by the Owner regarding any insurance supplied by the Contractor (or any Subcontractors) shall not relieve the Contractor of any responsibility or liability for damage or accidents as set forth in the Contract Documents. The bankruptcy, insolvency or denial of liability of or by the Contractor's insurance company shall likewise not exonerate or relieve the Contractor from liability. (4) The Owner reserves the right to review the insurance requirements of this Attachment A during the effective period of this Contract and to modify insurance coverage's and their limits when deemed necessary and prudent by the Owner's Risk Management Division, based upon economic conditions, the recommendation of professional insurance advisors, changes in statutory law, court decisions or other relevant factors. The Contractor agrees to make any reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either party to this Contract or upon the underwriter of any such policy provisions). Upon request by the Owner, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage's and shall pay the cost thereof 55 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 (5) No special payments shall be made for any insurance policies that the Contractor and Subcontractors are required to carry; all are included in the stated Contract value. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability Form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCL>) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer`s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). 56 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,0004000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $_1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. 57 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 [ ] Builders' Risk Insurance Builders` Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [ ] Umbrella Liability Insurance Depending on the size of the project, the City may require the Contractor to obtain, pay for, and maintain umbrella liability insurance during the Contract term, insuring Contractor for an amount of not less than $3,000,000 per occurrence combined limit for Bodily Injury (including death) and Property Damage, that follows form and applies in excess of the primary coverage required hereinabove. The Owner and Engineer shall be named as additional insureds using the broadest form of endorsement available, with such status extended to include the extension of the completed operations coverage as described in this Attachment. The policy shall provide "drop down' coverage where underlying primary insurance coverage limits are insufficient or exhausted. 58 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 ATTACHMENT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC781, TWCC-82, TWCC-83,.or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 59 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the. project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 60 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 61 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "D" PERFORMANCE BOND Bond#3375534 STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: That Durable Specialties, lnc.t4evhose address is 2302 Paddock Way Dr Grand Prairie, TX* hereinafter called Principal, and Great American Insurance Company ,of New York a corporation organized and existing under the laws of the State of r-- NY , and folly authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, in the penal sum of Two Hundred and Fifty Thousand and no/] 00 DOLLAR 50,000.00 lawful money of the United States, to be paid in Denton County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, funa.ly by these presents. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond. *75050 THE OBLIGATION TO PAY SAME is conditioned as follows: Whereas, the Principal entered into a certain. Contract, identified by Ordinance'Nber 2014- 089, with the City of Denton, the Owner, dated the 1 day of April A.D. 2014,✓a copy of whichis he eto attached and made a part hereof, for RFP # 5442 Construction of Traffic Intersections NOW, TIJEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original term thereof and any extension thereof which may be granted by the Owner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in Denton County, State of Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instr meet is executed in four copies, each one of which shall be deemed an original, this the 1 day of April, 2014. ATTEST: PRINCIPAL w r Durabl/SDeCialties. Inc. BY: �✓�1.. SECRETARY BY: /"Sff)EDfT ATTEST: SURETY Great American Insurance C parry ew York BY: m` BY: ATTORNEY-IN-FACT .lack M Crowley �.- The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurance Group, Inc. Bret Tomlinson STREET ADDRESS: 124 Old Town Blvd. #200 Argyle, TX 76226 (NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name.) 63 p� �¢� !,Q DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK'S New York Administrative Office: 301 E 4TH STREET - CINCINNATI, OHIO 45202 - 513-369-5000 - FAX 513-723-2740 The number of persons authorized by this power of attorney is not more than FOUR No. O 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shalt not exceed the limit stated below. Na a Address Limit of Power JACK M. CROWLEYL7 PATRICIA A. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADDISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attorneys) -in -fact named above. IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK ppIVOMTE , SEAL Assistant Secretary STATE OF OHIO, COUNTY OF HAMILTON -ss: Divisional Senior Vice Presidenr DAVID C. KrrCHIN (877-377=2405) On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY PUBLIC, STATE OF OH1O W COMMIBNIN IWIRE6 02-20.16 • N � This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisional lice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attomeys-in-Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary orAssistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 have not been revoked and are now in full force and effect. - Signed and sealed this 1 st day of Apra.. 2014 OGNGNA7E - •' SEAL A.rsrsiaw Secretary 511851 (4151) ���� DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT I Exhibit "D" PA171 ERT BOND Bond#3375534 STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: That Durable Specialties. Tic_✓whose address is 2302 Paddock Way Drive, Grand rairie TX 15050 hereinafter called PrincipaL and Great American Insurance Co of NY , a corporation organized and existing under the laws of the State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of the State of Texas, hereinafter called Owner, and unto all persons, firms, and corporations who may furnish materials for, or perform labor upon, the building or improvewen s hereinafter r ferred to, in the penal sum of Two Hundred and Fifty Thousand and no/100 DOLLARS`(1250,000.00Km money of the United Stales, to be paid in Denton, County, Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall automatically be increased by the amount of any Charge Order or Supplemental Agreement which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement which reduces the Contract pace decrease the penal sura of this Bond. THE OBLIGATION TO PAY SARIS is conditioned as follows: Whereas, the Principal entered into a certain Contract, identified by�inance Number 2014-- 089, with the City of Denton, the Owner, dated the 1 day of April A.D. 2014 copy of which ismhereto attached and made a part hereof. for RFI' 5442 -Construction of Traffic Control Intersections.,,/ NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties and make prompt payment to all persons, fns, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of the Work provided for in said Contract and any and all duly authorized modifications of said Contract that may hereafter by wade, notice of which modifications to the Surety being hereby expressly waived, then this obligation shall be void, otherwise it shall remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, exclusive venue shall lie in Denton County, Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc-, accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such surety, as provided by Article 7.19-1 of the Insurance Code, Vernons Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrument' executed in four copies, each one of which shall be deemed an original, this the 1 day of April, 2014.../ ATTEST: PRINCIPAL - DuTable Specialties, Inc. BY: C /Ct/I,o�PJ r SECRETARY BY. P ID T ATTEST: law SURETY: / G V/ 'York BY: ATT Y -1N- ACT ac row ey ` The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurazrce Group, Inc./ Bret Tomlinson. STREET ADDRESS: 124 Old Town Blvd., #200, Argyle, TX 76226 (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name) 65 `ile S DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK New York Administrative Office: 301 E 4TH STREET • CINCINNATI, OHIO 45202 • 513-369-5000 • FAX 513-723-2744 The number of persons authorized by this power of attorney is not more than FOUR No. 0 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attomey-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Na a Address Limit of Power JACK M. CROWLEY7 PATRICIAA. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADOISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attomey(s)-in-fact named above, IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK w SEAL Assistant Secretary Divisional Senior Vice President DAV113 0. KITCHIN (877-377-2405) - STATE OF OHIO, COUNTY OF HAMILTON -ss: On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, tome known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he Knows the seal; that it was so affixed by authority of his office under the By -taws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM •�• NOTARY PUBLIC, STATE OF OHIO MY C{I�WM EIfPIRES o2-�18 This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED. That the Divisional President, the several Divisional Senior Ince Presidents, Divisional Vice Presidents and Divisional Assistant Ince Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER. That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company maybe affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 h e not been revoked and are now in full force and effect. Signed and sealed this 1 St day of April 2014 n SEAL Assistant Secretary - 811851(4/11) DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Great American Insurance Company of New York GREATAGreat American Alliance Insurance Company ME�tFCA2� INSURANCE GROUP Great American Insurance Company IMPORTANT NOTICE: To obtain information or make a complaint: You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-890-252-3439 You may write the Texas Departnent of Insurance at: P.O. Box 149104 Austin, TX 78714-9104 FAX# 1-512-475-1771 Your notice of claim against the attached bond may be given to the surety company that issued the bond by sending it by certified or registered mail to the following address: Mailing Address: Great American Insurance Company Claim P.O. Box 2575 Cincinnati, Ohio 45201-2575 Physical Address: Great American Insurance Company Claim 580 Walnut Street 7th Floor Cincinnati, Ohio 45202-3180 You may also contact the Great American Insurance Company Claim office by telephone at: Telephone Number. 1-513-369-5069 PREMIUM OR CLAIM DISPUTES: If you have a dispute concerning a premium, you should contact the agent first. If you have a dispute concerning a claim, you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR BOND: This notice is for information only and does not become a part or condition of the attached document F_9667A (12!02) DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 BLANK PAGE DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE dIPECIALTIES, INC, Exhibit "F" P.Q. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-295-6324 • FAX 1-972-780-7411 RFP #5442 CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS FOR THE CITY OF DENTON 67 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F w P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 City of Denton: RFP 5442 Statement of the Contractor's Understands of the Project Requirements • It is Durable Specialties, Inc. understanding we will be providing a turnkey construction of new traffic signals, modification to existing traffic signals and span wire traffic signal installations. Pavement markings to be performed by others. • Installation of traffic signals will be on a work order basis with a work. • The contract is for one year with an option for renewal after one year. • The goal is to perform installation of traffic signals in a timely manner and to the standards and expectations of the City of Denton. • The unique and long lead items will be supplied by the City of Denton; i.e- controller cabinets, vehicle detection equipment, preemption equipment, communication equipment, surveillance equipment, signal housings & LFDs, traffic signal pole assemblies and etc. • Durable Specialties, Inc. will supply the concrete, conduit, wire, cable, pull boxes, signal head mounting hardware, sign mounting hardware, electrical services, wood poles and down guys where indicated by their corresponding pay item. IX-NO20614 DENTON \O\ SITE: STATEMENT Of MF CONTRACTORS UNDERSTANDING OF THE PROJECT 68 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE. TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 City of Denton: RFP 5442 Organization A. Durable Specialties, Inc. Physical Address: 2302 Paddock Way Drive Grand Prairie, TX 75050 -Mailing Address: PO BOX 535969 Grand Prairie, TX 75053-5969 B. Durable Specialties, Inc. has been in business since 1984 as a traffic signal contractor providing turnkey traffic signal installation for North Texas Municipalities and TxDot. C. Business Profile: 1) Corporation 2) Established in 1984, 30 years doing business 3) 65 Employees 4) Specializing in traffic signal installation 5) 972-296-6324 Phone; 972-780-7411 Fax 6) 30 Years in business 7) Not Applicable 8) Single office location 9) Single office location 10) We provide turnkey traffic signal installation and own all of own equipment to provide this service. 11) Drew Shipman; 817-401-3070 Cell; drewriNurablespecialties.com Attached is our previous work experience and references. DUN020614 DENTON NON SITE: DSI ORGANIZATION 69 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 750353-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 WISE TXDOT -TARRANT MAJOR CONTRACTS 2007 FM 51 & PRESKITT RD CONTRACT SCOPE OF WORK YEARMOB # LOCATED NAME AND AMT $ 201,149.20 TRAFFIC SIGNAL 2071720 ADDRESS g 215,250.00 TRAFFIC SIGNAL 2007/702 AUSTIN MICA CORPORATION PO BOX 161609 183A - TURNPIKE PO BOX 161609 FT. WORTH, TEXAS 76161 S 385,700.00 TRAFFIC SIGNAL 2007/721 FT. WORTH, TEXAS 76161 S 219,500.00 TRAFFIC SIGNAL 2007/704 CITY OF DESOTO CITY OF DESOTO SYSTEM UPGRADE VARIOUS LOCATIONS 211 E. PLEASANT RUN RD FT. WORTH, TEXAS 76161 S 4,234.419.95 TRAFFIC SIGNAL 2007!723 DESOTO, TEXAS 75115 5 102,750.00 TRAFFIC SIGNAL 2007/706 GRAND PRAIRIE SPRING VALLEY CONSTRUCTION 2121 AVENUE J, #103 DORYN DR. & MAGNA 10950 ALDER CIRCLE ARLINGTON, TEXAS 76006 CARTA DALLAS_ TEXAS 75238-1353 S 357,900.00 ADAPTIVE CONTROL .20071708 TYLER CITY OF TYLER SIGNAL SYS U5 69 PO BOX 2039 3010 W. MAIN ST. TYLER, TEXAS 75710 $ 120,921.50 TRAFFIC SIGNAL 2007/710 SEAGOVILLE DUKE CONSTRUCTION ED A. WILSON DIVIDEND DR. & POINT 5495 BELTLINE RD #360 PO BOX 11423 WEST BLVD DALLAS, TEXAS 75254 $ 122,750.00 TRAFFIC SIGNAL 2007/711 DENTON ED BELL CONSTRUCTION JIM BOWMAN CONSTRUCTION FM 407 PO BOX 540787 1111 SUMMIT AVE, #1 DALLAS, TEXAS 75354-0787 $ 206,150.00 TRAFFIC SIGNAL 2007/712 DALLAS REBCON, INC. L H LACY CONSTRUCTION N. GALLOWAY AVE 1868 W. NORTHWEST HWY PO BOX 541297 TO BELTLINE RD DALLAS, TEXAS 75220 S 107,500.00 TRAFFIC SIGNAL 2007/714 WISE TXDOT -TARRANT FM 51 & PRESKITT RD PO BOX 6868 FT. WORTH, TEXAS 76115 $ 201,149.20 TRAFFIC SIGNAL 2071720 TARRANT MICA CORPORATION IH 30 & CENTER ST. PO BOX 161609 FT. WORTH, TEXAS 76161 S 385,700.00 TRAFFIC SIGNAL 2007/721 TARRANT MICA CORPORATION SH 199 PO BOX 161609 FT. WORTH, TEXAS 76161 S 4,234.419.95 TRAFFIC SIGNAL 2007!723 DALLAS ARCHER WESTERN VARIOUS LOCATIONS 2121 AVENUE J, #103 DART- CMGC-3 LINE ARLINGTON, TEXAS 76006 NW -2, NW -3, NW -4 $ 299,800.00 TRAFFIC SIGNAL 2007/725 DALLAS TRI -CON SERVICES, INC. NAAMAN SCHOOL RD 3010 W. MAIN ST. ROWLETT, TEXAS 75088 S 397,350.00 TRAFFIC S{GNAL 2007/729 WEATHERFORD ED A. WILSON MAIN ST. - DOWNTOWN PO BOX 11423 FT. WORTH, TEXAS 75110-0423 $ 103,600.00 TRAFFIC SIGNAL 2007/732 PLANO - VARIOUS LOC JIM BOWMAN CONSTRUCTION 1111 SUMMIT AVE, #1 PLANO, TEXAS 75074 S 117,300.00 TRAFFIC SIGNAL IMPRVTS 2007/735 HOLLAND RD & BROAD L H LACY CONSTRUCTION STREET PO BOX 541297 DALLAS,TEXAS 70 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRANO PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2007 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 136,715.00 TRAFFIC SIGNAL MODIFY 2007/737 LUNA RD & VALLEY VIEW JFG CONCRETE, INC. (RACETRAC) PO BOX 550 PRINCETON, TEXAS 75407 $ 164,000.00 TRAFFIC SIGNAL 2007/739 SH 170 & PARK VISTA CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 S 123,300.00 TRAFFIC SIGNAL 2007/743 AMARILLO BLVD & BRAD DRAKE CONSTRUCTION LOWES LANE 3737 LAMAR AVE, #700 PARIS, TEXAS 75462 5 566,720.00 TRAFFIC SIGNAL 2007/744 MOCKINGBIRD LANE GIBSON & ASSOCIATES, INC. PO BOX 800579 BALCH SPRINGS, TEXAS 75180 S 101,000.00 TRAFFIC SIGNAL 2007!745 BU 287P & FM 157 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $ 117,453.00 STREET LIGHTS/ 2007/746 TCCD SOUTH CAMPUS ROEBUCK CONCRETE CONTRACTORS TRAFFIC SIGNALS CAMPUS & JOE B PO BOX 301 RUSHING FT. WORTH, TEXAS 76.101 $ 462,568.80 TRAFFIC ISIGNALS 2007/751 FM 2499 MICA CORPORATION PO BOX 161609 FT, WORTH, TEXAS 76161 $ 2,835,000.00 TRAFFIC SIGNALS 2007/755 US 80 TXDOT - TYLER 15986 SH 155 TYLER, TEXAS 75703 S 254,500.00 RECONSTRUCT 2007/757 VARIOUS LOCATIONS CITY OF WACO TRAFFIC SIGNALS PO BOX 2570 WACO, TEXAS 76072 $ 334,800.00 TRAFFIC SIGNALS 2007/761 EXCHANGE PKWY LACY CONSTRUCTION TWIN CREEKS & SH 121 PO BOX 541297 DALLAS, TEXAS 75354 $ 369,165.00 TRAFFIC SIGNAL 20071762 SHADY OAKS & BRINKER LACY CONSTRUCTION IMPROVEMENTS PO BOX 541297 DALLAS, TEXAS 75354 $ 923.807.02 TRAFFIC SIGNAL 2007/763 IH 30 MICA CORPORATION INSTALL PO BOX 161609 FT. WORTH, TEXAS 76161 71 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969.* GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 644,378.30 TRAFFIC SIGNAL 2008/801 PANTHER CREEK PKWY MARIO SINACOLA & SONS IMPROVEMENTS AND LEGACY DR. PO BOX 2329 CITY OF FRISCO FRISCO, TEXAS 75034 $ 103,400.00 TRAFFIC SIGNAL 2008/805 SH 198 TEXAS STERLING TXDOT KAUFMAN COUNTY 2100 N. HWY 360, #106A GRAND PRAIRIE; TEXAS 75050 $ 130,375.00 TRAFFIC SIGNAL 2008/806 ROUTH CREEK PKWY L H. LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 $ 142,000.00 TRAFFIC SIGNAL 2008/807 BRIARGROVE TO REBCON NTTA RAILROAD NORTH TO 1868 W. NORTHWEST HWY PGBT DALLAS, TEXAS 75220 S 559,000.00 TRAFFIC SIGNAL 2008/808 VARIOUS LOCATIONS CITY OF GRAND PRAIRIE 206 W. CHURCH ST_ GRAN PRAIRIE, TEXAS 75050 5 454,250.00 TRAFFIC SIGNAL 2008/809 PLEASANT RIDGE RD. L. H. LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 $ 111,000.00 TRAFFIC SIGNAL 2008/811 WINSCOTT RD. & OLD CITY OF BENBROOK BENBROOK RD/BECKMAN 911 WINSCOTT RD. DRIVE BENBROOK, TEXAS 76126 S 413,022.00 TRAFFIC SIGNAL 2008/812 BELTLINE RD, ARAPAHO REBCON CITY OF RICHARDSON RD, CAMPBELL RD & COIT 1868 W. NORTHWEST HWY RD DALLAS, TEXAS 75220 S 379,290.00 TRAFFIC SIGNAL 2008/819 SH 360 @ SH 180(DIVIS€ON MICA CORPORATION TXDOT TARRANT STREET) PO BOX 161609 FT. WORTH, TEXAS 76161 S 420,483.00 TRAFFIC SIGNAL 2008/821 FM 2934 (ELDORADO MICA CORPORATION TXDOT COLLIN PKWY) PO BOX 161609 FT. WORTH, TEXAS 76161 S 651,165.00 TRAFFIC SIGNAL 2008/825 IH 30 TEXAS STERLING TXDOT DALLAS 2100 N. HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 $ 124,500.00 TRAFFIC SIGNAL 2008/826 SH 183 APAC-TEXAS, INC. TXDOT TARRANT PO BOX 1807 FT. WORTH, TEXAS 76101 $ 899,397.00 TRAFFIC SIGNAL 2008/827 FM 1171 GLENN THURMAN TXDOT DENTON PO BOX 850842 MESQUITE, TEXAS 75185-0842 S 472,400.00 TRAFFIC SIGNAL 2008/828 STADIUM DR. - DIVISION JACKSON CONSTRUCTION CITY OF ARLINGTON STREET TO RANDOL MILL 5112 SUN VALLEY DR. ROAD FT. WORTH, TEXAS 76119 S 365.037.50 TRAFFIC SIGNAL 20081829 MAYFIELD DR. JACKSON CONSTRUCTION CITY OF GRAND PRAIRIE 5112 SUN VALLEY DR. FT. WORTH, TEXAS 76119 72 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" 73 P 0. BOX 535969 • GRANO PRAMIE, TX 75053-5869 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 1,145,000.00 NON -SITE 2008/830 VARIOUS LOCATIONS TXDOT - DALLAS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 S 656,000.00 TRAFFIC SIGNAL 2008/831 BARNETT RD & JOHNSON TXDOT - WICHITA ROAD 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302 S 328,000.00 TRAFFIC SIGNAL 20081832 VARIOUS LOCATIONS TXDOT - DALLAS PO BOX 133067 DALLAS, TEXAS 75313 $ 125,600.00 TRAFFIC SIGNAL 20081835 TEASLEY LN & HICKORY C D HENDERSON CITY OF DENTON CREEK 1985 FOREST LANE GARLAND, TEXAS 75042 S 398:600,00 TRAFFIC SIGNAL 20081837 MOUNTAIN CREEK PKWY TEXAS STERLING TXDOT DALLAS 2100 N. HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 S 168,500.00 VIDEO DETECTION 2008/838 VARIOUS LOCATIONS CITY OF HALTOM CITY 4200 HOLLIS ST. HALTOM CITY, TEXAS 76111 $ 471,009.00 TRAFFIC SIGNAL 2008/845 GEORGE BUSH TURNPIKE MICA CORPORATION PO BOX 169609 FT. WORTH, TEXAS 76161 S 167,192.13 TRAFFIC SIGNAL 2008/845 US 75 UNDERPASS @ MICA CORPORATION TXDOT DALLAS PARKER RD PO BOX 161609 FT- WORTH, TEXAS 76161 $ 98,800.00 TRAFFIC SIGNAL 2008/849 DENTON TAP RD @ UNITED COMMERCIAL DEVELOPMENT CITY OF LEWISVILLE HIGHLAND DR_ 7001 PRESTON RD., #500 DALLAS, TEXAS 75205 $ 148,700.00 TRAFFIC SIGNAL 2008/850 IH 20 (FM 3325/FM 1187) MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 $ 124,300.00 TRAFFIC SIGNAL 2008/852 BELKNAP ST & GROVE ST. CITY OF FT. WORTH GROVE ST. & WEATHERFORE 5001 JAMES AVE, #301 ST. FT. WORTH, TEXAS 76115 $ 383,500.00 TRAFFIC SIGNAL 2008/856 FM 544 - WOODBRIDGE L. H. LACY CROSSING IMPRVMT PO BOX 541297 DALLAS, TEXS 75354 S 1,117,000.00 TRAFFIC SIGNAL 2008/857 1H 35E TXDOT-DALLAS PO BOX 133067 DALLAS, TEXAS 75313 5 302,000.00 TRAFFIC SIGNAL 2008/858 SH 121 - NTTA MICA CORPORATION PO SOX 161609 FT. WORTH, TEXAS 76161 73 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2009 $ 471,658.40 INSTALL 4 NEW TRAFFIC CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT 305 CENTURY PARKWAY ADDRESS $ 129,849.00 SIGNAL MODIFICATION 2009/901 W. 7TH & CURRIE ST. CONATSER CONSTRUCTION CITY OF FORT WORTH ELM ST - FROM AKARD TO TEXAS STANDARD CONSTRUCTION 5327 WICHITA ST. ERVAY PO BOX 210768 FT. WORTH, TEXSA 76102 5 260,077.00 TRAFFIC SIGNAL 2009/902 IH 20 (GREAT SOUTHWEST MCMAHON CONTRACTING TXDOT TARRANT COUNTY SOUTH OF MAIN ST. TO PARKWAY) PO BOX 153086 NORTH OF SHOR OF LAKE PO BOX 161609 IRVING, TEXAS 75015-3086 $ 302,700.00 TRAFFIC SIGNAL 2009/904 VARIOUS LOCATIONS CITY OF NORTH RICHLAND HILSS IMPROVEMENTS BELTLINE RD TO CASH CONSTRUCTION CO., INC. 7200 A DICK FISHER DR. S WHEATLAND RD.. PO BOX 1279 NORTH RICHLAND HILLS, TEXAS 76182-0609 S 1,098,700.00 TRAFFIC SIGNAL 2009/906 LOOP 12 MICA CORPORATION TXDOT DALLAS DEBBIE LANE @ BEN CITY OF MANSFIELD PO BOX 161609 BARBER ACADEMY 1200 E. BROAD ST_ FT. WORTH, TEXAS 76161 S 367,900.00 TRAFFIC SIGNAL 2009/910 VARIOUS LOCATIONS TOWN OF ADDISON SYSTEM IMPROVEMENTS SARAJANE @ GREAT MCMAHON CONTRACTING PO BOX 9010 SOUTHWEST PARKWAY PO BOX 153086 ADDISON, TEXAS 75001-9010 $ 149,000.00 TRAFFIC SIGNAL 2009/911 SH 171 PRATER EQUIPMENT CO.. INC TXDOT PARKER COUNTY FM 1382 REBCON, INC - PO BOX 746 1868 W. NORTHWEST HWY COMANCHE, TEXAS 76442 S 585,148.00 VITRUVIAN PARK PUBLIC 2009/914 VITRUVIAN PARK NORTH TEXAS CONTRACTING INFRASTRUCTURE W. PIPELINE RD @ AUI CONTRACTORS PO BOX 468 PHASE 18 FUTURE RD 4775 N. FREEWAY KELLER, TEXAS 76244 TOWN OF ADDISON $ 471,658.40 INSTALL 4 NEW TRAFFIC 2009/915 VARIOUS LOCATIONS CITY OF ALLEN SIGNALS 305 CENTURY PARKWAY ALLEN, TEXAS 75013-8042 $ 122,660.00 STREETSCAPE 20091916 ELM ST - FROM AKARD TO TEXAS STANDARD CONSTRUCTION IMPROVEMENTS ERVAY PO BOX 210768 CITY OF DALLAS DALLAS, TEXAS 75211 $ 315,517.00 0213 -PGB -06 -CN -EN 2009/918 SOUTH OF MAIN ST. TO MICA CORPORATION SECTION XXXI NORTH OF SHOR OF LAKE PO BOX 161609 NTTA RAY HUBBARD FT. WORTH, TEXAS 76161 $ 482,330.00 TRAFFIC SIGNAL 2009/919 BELTLINE RD TO CASH CONSTRUCTION CO., INC. DALLAS COUNTY WHEATLAND RD.. PO BOX 1279 FLUGERVILLE, TEXAS 78691 $ 122,820.00 TRAFFIC SIGNAL 2009/920 DEBBIE LANE @ BEN CITY OF MANSFIELD BARBER ACADEMY 1200 E. BROAD ST_ MANSFIELD, TEXAS 76063 $ 121,120.00 INTERSECTION 2009/921 SARAJANE @ GREAT MCMAHON CONTRACTING IMPROVEMENTS SOUTHWEST PARKWAY PO BOX 153086 IRVING. TEXAS 75015-3086 S 149.505.00 TRAFFIC SIGNAL 2009/922 FM 1382 REBCON, INC - TXOOT DALLAS 1868 W. NORTHWEST HWY DALLAS, TEXAS 75220 5 150,700.00 TRAFFIC SIGNAL 2009/924 W. PIPELINE RD @ AUI CONTRACTORS CITY OF HURST FUTURE RD 4775 N. FREEWAY FT. WORTH, TEXAS 76106 $ 1,016,435.20 REVERSIBLE LANE SYS 2009/927 ROAD TO SIX FLAGS, CITY OF ARLINGTON COLLINS & DIVISON ST- 1011 W. MAIN ST. ARLINGTON, TEXAS 76013 74 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" PO. BOX535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2009 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS $ 169,819,45 INTERSECTION IMPRVTS 2009/929 TOWN EAT BLVD & NORTH JIM BOWMAN CONSTRUCITON PHASE 1 B GALLOWAY AVE 1111 SUMMIT AVE, #1 PLANO, TEXAS 75074 S 233.000.00 TRAFFIC SIGNAL INSTALL 2009/930 FM 1378 & COUNTRY CLUB L H. LACY COMPANY, LTD. DRIVE PO BOX 541297 DALLAS, TEXAS 75354-1297 5 590.113.80 TRAFFIC SIGNAL INSTALL 2009/931 RIDGEVIEW DR. & ALMA CITY OF ALLEN AT 4 LOCATIONS EXCHANGE PKWY & 305 CENTURY PARKWAY RIDGEVIEW DR. ALLEN, TEXAS 75013 RIDGEVIEW DR. & WALNUT SPRINGS DR. EXCHANGE PKWY & TWIN CREEKS DR. S 128.807.50 TRAFFIC SIGNAL INSTALL 2009/937 SH 289 & LEGACY DR. S S S 241,150.00 RED OAK RD STREET & 2009!940 RED OAK RD & VARIOUS UTILITY IMPROVEMENTS LOCATIONS 469,000.00 TRAFFIC SIGNAL INSTALLTATION 102,000-00 TRAFFIC SIGNAL INSTALLATION 2009/944 VARIOUS LOCATIONS 2009/946 US 180 & TOWN CREEK & UPPR (WB & EB) 75 MICA CORPORATION PO BOX 161609 FT. WORTH. TEXAS 76161 XIT PAVING & CONSTRUCTION 3934 S. HWY 287 WAXAHACHIE, TEXAS 75165 CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH. TEXAS 76115 MICA CORPORATION PO BOX 161609 FT_ WORTH, TEXAS 76161 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRANO PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2010 CONTRACT SCOPE OF WORT( YEARIJOB # LOCATED NAME AND AMT ADDRESS S445;380.00 TRAFFIC SIGNAL INSTALL 2010/001 VARIOUS LOCATIONS CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 $630,000.00 TRAFFIC SIGNAL INSTALL 2010/002 VARIOUS LOCATIONS IN TXDOT - AUSTIN GEORGETOWN PO BOX 15426 AUSTIN, TEXAS 78761-5426 553,000-00 ANNUAL LOOP INSTALL 20101003 VARIOUS LOCATIONS CITY OF GARLAND 409 FOREST GATE GARLAND, TEXAS 75041 $135,000.00 TRAFFIC SIGNAL INSTALL 2010/004 PLEASANT RUN RD L. H. LACY COMPANY PO BOX 541297 DALLAS, TEXAS 75354-1297 $73,000.00 TRAFFIC SIGNAL INSTALL 2010/005 ALSBURY BLVD & CITY OF BURLESON SUMMERCREST BLVD 141 W. RENFRO ST. BURLESON, TEXAS 76028 $82,000.00 TRAFFIC SIGNAL INSTALL 2010/006 BARR RD. MCCLENDON CONSTRUCTION PO BOX 999 BURLESON, TEXAS 76097 $105,960.00 TRAFFIC SIGNAL INSTALL 2010/007 FM 407 & CHIN CHAPEL TISEO PAVING PO BOX 270040 DALLAS, TEXAS 75227-0040 $219,375.00 TRAFFIC SIGNAL INSTALL 20101008 OLD DECATUR TO BUSINESS AUI CONTRACTORS, INC. 287 4775.NORTH FREEWAY FT. WORTH, TEXAS 76106 $90,101.95 TRAFFIC SIGNAL INSTALL 2010!011 CEDAR SPRINGS - DALLAS MICA CORPORATION LOVE FIELD PO BOX 161609 FT. WORTH, TEXAS 76161 $115,500.00 TRAFFIC SIGNAL INSTALL 20101012 N. COUNTRY CLUB RD. & GLENN THURMAN W. BROWN ST. PO BOX 850842 MESQUITE, TEXAS 75185-0842 $132,000.00 TRAFFIC SIGNAL INSTALL 20101013 US 380 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $192,000.00 TRAFFIC SIGNAL INSTALL 2010/014 VARIOUS LOCATIONS CITY OF WACO PO BOX 2570 WACO, TEXAS 76702-2570 S315,165.00 PAVING & DRAINING 20101017 DIRKS RD - FROM BRYANT JACKSON CONSTRUCTION IMPROVEMENTS IRVIN RD TO HARRIS PKWY 5112 SUN VALLEY DR. FT. WORTH, TEXAS 76119 $151,245.00 WAL-MART TRAF SIG 2010/018 EXCHANGE PKWY & EMJ CORPORATION IMPROVEMENTS WALMART DR 5525 N. MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $828,000.00 TRAF SIGNAL INSTALL 20101021 IH 30 & FERGUSON RD. TXDOT DALLAS PO BOX 133067 GALLAS, TEXAS 75313 S105.500.00 TRAF SIGNAL INSTALL 2010/023 CS (MONTFORT DR.) MCMAHON CONTRACTING PO BOX 153086 76 IRVING, TEXAS 75015-3086 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. 13OX 535969 • GRAND PRAIRIE, TX 75053-5969 o RHONE 1-972-296-6324 • FAX 1-972-760-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2010 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT EXCHANGE PKW TO STACY ADDRESS $938,300.00 PREVENTATIVE 2010/024 IH 35-E @ VARIOUS TXDOT DALLAS MAITENANCE 20101045 LOCATIONS PO BOX 133067 DALLAS, TEXAS 75313 $233,500.75 TRAFFIC SIGNAL INSTALL 2010/028 GRENNVILLE AVE & HIGH CITY OF ALLEN $415,900.00 CITY WIDE TRAFFIC 20/0/047 POINT TRAIL RD AND 305 CENTURY PKWY SIGNAL IMPRVTS MCDERMOTT DR & ALLEN, TEXAS 75013 SHALLOWATER DR BEDFORD, TEXAS 76021 $760,234.00 TRAFFIC SIGNAL INSTALL 2010130 FM 720 (ELDORADO PKWY) MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 S1,358,000.00 2010 GRAND TASK ORDER 2010/031 VARIOUS LOCATIONS CITY OF FT. WORTH CONSTRUCTION SVCS WALMART DRIVEWAY 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 $147,760.00 VIDEO IMAGE DETECTION 2010/032 FM 1171 @ VAR LOCATIONS CITY OF LEWISVILLE PO BOX 299002 77 LEWISVILLE, TEXAS 75029-9002 S198,400.00 VIVDS AT TEN LOCATIONS 2010/033 VARIOUS LOCATIONS CITY OF LEWISVILLE PO BOX 299002 LEWISVILLE, TEXAS 75029-9002 $354,000:00 TRAFFIC SIGNAL INSTALL 2010/039 SPRING VALLEY NORTH TEXAS CONTRACTING WIDENING PO BOX 468 KELLER, TEXAS 76244 $116,400.00 TRAFFIC SIGNAL INSTALL 2010/040 IH 35 AT HERTIAGE TRACE TXDOT - TARRANT PKWY PO BOX 6868 FT. WORTH, TEXAS 76115 $1,255,000.00 NON -SITE SPECIFIC 20101041 VARIOUS LOCATIONS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 5137,000.00 INSTALLATION OF STREETLIGHTING 20101042 GREENVILLE FROM CITY OF ALLEN EXCHANGE PKW TO STACY 305 CENTURY PKWY ROAD ALLEN, TEXAS 75013 $365,735.00 TRAFFIC SIGNAL INSTALL 20101045 ARKANSAS LANE REBUILD JACKSON CONSTRUCTION 5112 SUN VALLEY DR_ FT. WORTH, TEXAS 76119 $415,900.00 CITY WIDE TRAFFIC 20/0/047 VARIOUS LOCATIONS CITY OF BEDFORD SIGNAL IMPRVTS 1813 RELIANCE PKWY BEDFORD, TEXAS 76021 $105.000.00 TRAFFIC SIGNAL INSTALL 20101048 CLAY RD TOWN OF SUNNYVALE 127 COLLINS RD SUNNYVALE, TEXAS 75182 $120,425.00 TRAFFIC SIGNAL INSTALL 20101049 WEBB CHAPEL @ EMJ CORPORATION WALMART DRIVEWAY 5525 N. MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $278,900.00 TRAFFIC SIGNAL INSTALL 2010/050 N. MAIN ST - PHASE 1 XIT PAVING & CONSTRUCTION 3934 S. HWY 287 77 WAXAHACHIE, TEXAS 75165 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEAR1JOS # LOCATED NAME AND AMT ADDRESS 5408;849.00 TRAFFIC SIGNAL INSTALL 2011/101 RUFF SNOW DR. AT AUI CONTRACTORS, INC. VARIOUS LOCATIONS 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5177,000.00 TRAFFIC SIGNAL INSTALL 2011/103 FM 741 ED BILL CONSTRUCTION PO BOX 540787 DALLAS, TEXAS 75354-0787 5213,252.00 TRAFFIC SIGNAL INSTALL 2011/106 INWOOD IMPROVEMENTS LEMCO CONSTRUCTION SERVICES 14131 MIDWAY RD, #600 ADDISON, TEXAS 75001 $140,940.00 TRAFFIC SIGNAL INSTALL 2011/113 FM 1187 LONE STAR CONSTRUCTION 4320 WINDSOR CENTRE TRAIL, #500 FLOWER MOUND; TEXAS 75028 $762,790.00 TRAFFIC SIGNAL INSTALL 2011/114 SOUTHEAST PKWY TO L H LACY COMPANY WEBB FERRELL PO BOX 541297 DALLAS, TEXAS 75354-1297 S405,000.00 TRAFFIC SIGNAL €NSTALL 2011/115 FM 51 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $354,000.00 TRAFFIC SIGNAL INSTALL 2011/117 SH 34 AUI CONTRACTORS, INC. 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5201,700.00 TRAFFIC SIGNAL INSTALL 2011/120 VITRUVIAN WAY AT CPS CIVIL BELLA WAY 1215 CREST LANE DR. DUNCANVILLE, TEXAS 75137 $129,472.92 TRAFFIC SIGNAL INSTALL 2011/121 SH 1831 SH 121 MICA CORPORATION INTERCHANGE PO SOX 161609 FT. WORTH, TEXAS 76161 $1,300,000.00 ADVANCED TRANSPORTATION 2011/123 VARIOUS LOCATIONS DFW AIRPORT MANAGEMENT SERVICES 3003 S. SERVICE RD. DFW AIRPORT, TEXAS 75261 5285,000.00 TRAFFIC SIGNAL INSTALL 2011/125 MEMORIAL DR & CITY OF THE COLONY STANDRIDGE CIO HDR ENGINEERING, INC. 17111 PRESTON RD., 9200 DALLAS. TEXAS 75248-1232 S112,000.00 TRAFFIC SIGNAL INSTALL 2011/126 SH 199 TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $182,000.00 TRAFFIC SIGNAL INSTALL 2011/127 BU 1 9O @ FM 3219 TXDOT - WACO 100 S. LOOP DR. WACO, TEXAS 76704-2858 5226.000.00 SIGNAL & INTERSECTION IMPROVEMENTS 2011/128 CANNON @ BROAD & CANNON @ MATLOCK MCCLENDON CONSTRUCTION, INC - PO BOX 996 BURLESON, TEXAS 76097 S104,500.00 TRAFFIC SIGNAL IMPROVEMENTS 2011/129 ELDORADO @ HILLCREST & CITY OF FRISCO ELDORADO @ COIT RD 6101 FRISCO SQUARE BLVD, 3RD FLOOR 78 FRISCO, TEXAS 75034 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 XHIBIT 1 DURABLE PECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED AMT NAME AND ADDRESS S483,350.00 IH 635 MANAGED LANES 2011/130 VARIOUS LOCATIONS TRINITY INFRASTRUCTURE, LLC 55201-635 EAST, #150 DALLAS, TEXAS 75240 5140,000.00 TRAFFIC SIGNAL INSTALL 2011/131 FM 51 TXDOT-TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $222,000.00 TRAFFIC SIGNAL 2011/136 IMPROVEMENTS $150,900.00 RICHLAND HILLS TRE 2011/137 STATION ACCESS ENHANCEMENT S142,000.00 ST. LIGHT IMPROVEMENTS 2011/140 $143,144.00 TRAF SIG INSTALL & LEFT 20111144 TURN LAN IMPRVTS $301,300.00 LAKE RIDGE PKWY 20111146 WIDENING S539,530.00 TRAFFIC SIGNAL INSTALL 2011/147 5104,000.00 9500476; DFW AIRPORT 20111148 CROSS UNDER #1 5428,000.00 TRAFFIC SIGNAL INSTALL 2011/150 AT 4 LOCATIONS 5129,177.00 COOKS CHILDREN'S 20111151 MEDICAL CENTER 5138.596.25 INTERSECTION IMRPVTS 20111154 $330,000.00 TRAFFIC SIGNAL INSTALL 2011/155 5178,000.00 TRAFFIC SIGNAL INSTALL 2011/156 GASTON AVE & WASHINGTON AVE HANDLEY-EDERVILLE @ BURNS RD/TRINITY BLVD GIFFORD ST. & BAGDAD RD. UPTOWN BLVD & S. WALMART & FM 1382 LAKE RIDGE PKWY @ VARIOUS LOCATIONS SH 171 - FM 1884 TO IH 20 NORTH SERVICE RD @ CROSS UNDER #1 VARIOUS LOCATIONS 6 TH & 7TH STREET @ PENNSYLVANIA AVE MATLOCK ROAD FM 407 NORTH BEACH ST. 79 CPS CIVIL 1215 CREST LANE DR. DUNCANVILLE, TEXAS 75137 NORTH STAR CONSTRUCTION, INC. 3210 JOYCE DR. FT. WORTH, TEXAS HAYDEN BUILDING CORPORATION 4640 E. COTTON GIN LOOP PHOENIZ, AZ 85040 CITY OF CEDAR HILL PO BOX 96 CEDAR HILL, TEXAS 75106 MCMAHON CONTRACTING, L.P, PO BOX 153086 IRVING, TEXAS 75015-3086 JAY MILLS CONTRACTING, INC. PO BOX 1669 STEPHENVILLE, TEXAS 76401 NORTH TEXAS CONTRACTING. INC. PO BOX 468 KELLER, TEXAS 76244 CITY OF GRAND PRAIRIE PO BOX 534045 GRAND PRAIRIE, TEXAS 75053-4045 CONATSER CONSTRUCTION TX., L.P PO BOX 15448 FT. WORTH, TEXAS 76119 MCMAHON CONTRACTING, L.P. PO SOX 153086 IRVING, TEXAS 75015 MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 CONATSER CONSTRUCTION TX., L.P PO BOX 15448 FT. WORTH, TEXAS 76119 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • PAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2012 80 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 197,000.00 TRAFFIC SIGNAL INSTALL 2012/203 WEST BERRY STREET MCCLENDON CONSTRUCTION PO BOX 996 BURLESON, TEXAS 76097 $ 98,000.00 INTERSECTION 2012/205 PARKER RD. SPRING VALLEY JIM BOWMAN CONSTRUCTION IMPROVEMENTS PKWY & JUPITER RD 2716 S. RIGSBEE DRIVE PLANO, TEXAS 75074 S 194,204.00 WEST BROWN STREET 20121207 COUNTRY CLUB RD TO NORTH MCMAHON CONTRACTING, LP IMPROVEMENTS BALLARD AVE PO BOX 153086 IRVING, TEXAS 75015 S 104,500.00 TRAFFIC SIGNAL INSTALL 2012/208 MILITARY PARKWAY AT LEMCO CONSTRUCTION SERVICES CEDAR LAKE DRIVE 14131 MIDWAY ROAD ADDISON, TEXAS 75001 S 173,000.00 PRESTON ROAD ADA 2012/210 GAYLORD PKWY, WARREN CITY OF FRISCO IMPROVEMENTS PKWY, LEBANON RD 6103 FRISCO SQUARE BLVD WADE BLVD FRISCO, TEXAS 75034 S 349,600.00 PLEASANT RUN RD 2012/212 PLEASANT RUN RD L.H. LACY COMPANY, LTD. RECONSTRUCTION PH 4B 1880 CROWN ROAD (PW06-0039) DALLAS, TEXAS 75234 $ 162,447.95 BLUE LINE EXPANSION 20121213 SH 66 @ MARTIN AUSTIN BRIDGE & ROAD 4817 ROWLETT ROAD ROWLETT, TEXAS 75088 S 150,000.00 ROADWAY ILLUMINATION 20121214 NORTH BEACH ST. JLB CONTRACTING, LP KELLERY HICKS TO TIMBERLAND PO BOX 24131 BLVD FT. WORTH, TEXAS 76124 $ 180,000.00 TRAFFIC SIGNAL INSTALL 2012/217 W. WINDSOR DRIVE MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 $ 120,000.00 TRAFFIC SIGNAL INSTALL 2012/218 BUI 377H @ RESORT TXDOT - TARRANT CONFERENCE CENTER PO BOX 6868 FT, WORTH, TEXAS 76115 S 140,000.00 ILLUMINATION & TRAFFIC 2012/221 JOHN HICKMAN PARKWAY MCMAHON CONTRACTING, L.P. SIGNAL INSTALL FROM WEST OF PRESTON ROAD PO BOX 153086 TO OHIO DRIVE IRVING, TEXAS 75015 S 215,000-00 TRAFFIC SIGNAL INSTALL 2012/222 DFW AIRPORT CROSSUNDER #2 PHILLIPS MAY CORPORATION 4861 SHARP STREET DALLAS, TEXAS 75247 5 202,000.00 TRAFFIC SIGNAL INSTALL 2012 / 224 SACHSE ROAD AT MILES/ CITY OF SACHSE BRYAN STREET 3815-B SACHSE ROAD SACHSE, TEXAS 75048 $ 108,000.00 TRAFFIC SIGNAL INSTALL 2012 1225 US 67 (CR 209 E. OF ALVARADO) TXDOT - TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 S 97.700.00 TEMP & PERM TRAFFIC SIGNAL INSTALL 2012/228 DART ORANGE LINE !-3 MASS ELECTRIC CONSTRUCTION COMPANY FREEPORT PARKWAY @ 8700 FREEPORT PARKWAY, #160 AIRFIELD DRIVE IRVING. TEXAS 75063 80 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2012 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS 5 . 129,849.75 SAW CUT LOOPS 2012/229 SH 180 APAC-TEXAS, INC 2121 €RVING BLVD DALLAS, TEXAS 75207 S 437.000.00 TEMP & PERM TRAFFIC 20121231 SH 26 AUI CONTRACTORS, LP SIGNAL INSTALL 4775 NORTH FREEWAY FT_ WORTH, TEXAS 76106 S 147.074.00 TRAFFIC SIGNAL INSTALL 2012/233 US 180 5 156,000.00 TRAFFIC SIGNAL INSTALL 2012/236 N. TARRANT PKWY @ KELLER SMITH S 456,000.00 TEMP & PERM TRAFFIC 2012/237 FM 1187 SIGNAL 3NSTALL 81 ED BELL CONSTRUCTION 10605 HARRY HINES BLVD DALLAS, TEXAS 75220-2634 L H LACY COMPANY, LTD. PO BOX 541297 DALLAS. TEXAS 75354-1297 MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 DURABLE EXHIBIT 1 SPECIALTIES, INC. Exhibit "F"" P.D. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 CONTRACT SCOPE OF WORK YEARIJOB 9 LOCATED NAME AND AMT ADDRESS S 1,679,500.00 TRAFFIC SIGNAL & 20131 301 US 287 TO MILLER AVENUE JACKSON CONSTRUCTION. LTD. ILLUMINATION MODIFICATION 5112 SUN VALLEY DRIVE FT. WORTH, TEXAS 76119 S 129,000.00 TRAFFIC SIGNAL INSTALL 20131 302 FM 1187 TXDOT -TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 5 363,000.00 PERM & TEMP TRAFFIC 20131 304 INDEPENDENCE & CUSTER TISEO PAVING COMPANY SIGNAL INSTALL PO BOX 270040 DALLAS, TEXAS 75227 S 99.628-00 TRAFFIC SIGNAL MODIFY 2013/305 FM 156 @ BASSWOOD BLVD DR HORTON , INC 6751 NORTH FREEWAY FT. WORTH, TEXAS 76131 S 417,155.00 LIGHTING PHASE It & 20131306 MAIN ST @ LAKESHORE DR. XIT PAVING & CONSTRUCTION, INC. PARKING LOT LIGHTS AND BEARD PARK 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 S 105,000.00 TRAFFIC SIGNAL INSTALL 2013/308 US 377 TXDOT - TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 5 105.000.00 TRAFFIC SIGNAL INSTALL 2013/310 ELDORADO PARKWAY (FM 2934) CITY OF FRISCO AT WAL-MART 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO, TEXAS 75034 $ 447.000.00 PERM & TEMP TRAFFIC 2013 1312 IH 35W MICA CORPORATION SIGNAL INSTALL PO BOX 161609 FT, WORTH, TEXAS 76161 S 152,875.00 TRAFFIC SIGNAL INSTALL 2013/317 HAMPTON ST: BELKNAP ST & - AUI CONTRACTORS, LP BNSF TOWERS 55 WEATHERFORD ST 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 S 111,000.00 TRAFFIC SIGNAL INSTALL 20131319 TURTLE CREEK I CEDAR SPRINGS AUI CONTRACTORS, LP AT TURTLE CREEK BLVD_ 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 5 815,000.00 NON SITE SPECIFIC 2013/320 VARIOUS LOCATIONS TXDOT - TARRANT 2510 SW LOOP 820 FT. WORTH, TEXAS 76133 $ 91,300.00 MAINTENANCE 2013/321 US 287 TXDOT-WF 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302-4906 $ 170,000.00 SOLAR PWRD CROSSWALK 2013/323 VARIOUS LOCATIONS KEN -DO CONTRACTING, LP SYSTEM & SOLAR PWRD PO BOX 2001 DRIVER SPEED ASSY DESOTO, TEXAS 75123 S 135,650.90 TRAFFIC SIGNAL INSTALL 20131324 FM 548 @ KROGER DRIVE HAWKINS CONSTRUCTION, INC. PO BOX 1636 TARPON SPRING, FL 34688-1636 5 280.964.00 PERM & TEMP TRAFFIC 20131327 FM 663 ED BELL CONSTRUCTION COMPANY SIGNAL INSTALL PO BOX 540787 DALLAS, TEXAS 75354-0787 5 182,000.00 TRAFFIC SIGNAL 2013/329 FM 2499 @ LIVE OAK CITY OF HIGHLAND VILLAGE IMPROVEMENTS 1000 HIGHLAND VILLAGE RD HIGHLAND VILLAGE, TEXAS 75077 82 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-9.72-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND AMT ADDRESS S 1,598,000.00 NON -SITE SPECIFIC 2013/330 VARIOUS LOCATIONS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 5 390,662.00 TRAFFIC SIGNAL INSTALL 20131331 KENTUCKY STREET AT NORTH TEXAS CONTRACTING VARIOUS LOCATIONS PO BOX 468 KELLER, TEXAS 76244 S 222,101.00 STREET LIGHTING & SCHOOL 20131 335 EAST BROAD STREET XIT PAVING & CONSTRUCTION, INC. ZONE FLASHER 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 S 109,100.00 TRAFFIC SIGNAL INSTALL 20131336 SH 289 REBCON, INC. 1868 W. NORTHWEST HWY DALLAS, TEXAS 75220 5 120,000.00 TRAFFIC SIGNAL INSTALL 2013 1337 FM 3029 TXDOT - TARRANT 2510 SUV LOOP 820 FT. WORTH, TEXAS 76133 5 136,900-00 TRAFFIC SIGNAL INSTALL 20131338 INDEPENCE PKWY AT KELMSCOT CITY OF FRISCO DRIVE 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO, TEXAS 75034 $ 102,650.00 2011 INTERSECTION 2013/340 VARIOUS LOCATIONS MCCLENDON CONSTRUCTION CAPACITY IMPROVEMENT PO BOX 999 BURLESON, TEXAS 76097 83 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 THE AMERICAN INSTITUTE OF ARCHITECI ibis "F" AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, THAT WE Durable Specialties, Inc. P.O. Box 535969 Grand Prairie TX 75050 as Principal, hereinafter called the Principal, and Great American Insurance Company 301 East Fourth Street Cincinnati OH 45202 a corporation duly organized under the laws of the State of OH as Surety, hereinafter called the Surety, are held and firmly bound unto City of Denton, TX TX as Obligee, hereinafter called the Obligee, in the sum of Five Percent of the Greatest Amount Bid Dollars ($ 5% GAB ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents_ WHEREAS, the Principal has submitted a bid for RFP 54421 Intersection Traffic Control Construction NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and materials furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 6th (Witness) day of February , 2014 Durable Specialties, Inc. / (Princfpa!) (seer) /-:Z'.'Z— (771sre) AIA DOCUMENT A319 • INSTT UTE OF ARCI REA wPI., KU-AnC 17/V ZLY.-1nr.AI-C.iva_ ' N.Y. AvF_ N -W., WASHINGTON, D.C. 20W 84 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 S1 029AB 12111) EXHIBIT I Exhibit "F" GREAT AMERICAN INSURANCE COMPANY® Administrative Office: 301 E 4TH STREET • CINCINNATI, OHIO 45202. 513-369-5000 • FAX 513-72:3-2740 The number of persons authorized by this power of attorney is not more than FOUR No, 019950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMEiUCAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below, each individually if more than one is named, its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below- -Name Address Limit of Power .LACI{ M. CROWLEY ALL OF ALL STEVEN R. FOSTER ADDISON, $75,000,000.00 PATRICIA A. SMITH TEXAS MARIE PERRYMAN This Power of Attorney revokes all previous powers issued in behalf of the attomey(s)-in-fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate officers and its corporate sea] hereunto affixed this 21" day of, JULY, 2011. Attest GREAT AMERICAN INSURANCE COMPANY STATE OF 01410, COUNTY OF ]'IWILTON - ss: DAVID C. xrTCHIN (513a 12-4602) On this 21" day of JULY, 2011, before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument; that he knows the seal of the said Company; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY P1J9LIC, STATE OF OHIO MY COMMISSION EXPIRES 02-20-16 '" k p, This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated June 9, 2008. RESOLVED: That the Divisional President, the several Diviyional Senior lice Presidents, Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalfof the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof- to prescribe their respective duties and the respective limits of their authority, and to revoke any such appointment at any time. RESOLVED FURYHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company maybe affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undenaiiing contract of suretyship or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature ofsuch officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION 1, STEPHEN C. BERAHA, Assistant Secretary of Creat American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of June 9, 2008 have not been revoked and are now in full force and effect. Signed and sealed this 6th day of February , 2014 LP E s1029Y ti Oros) 85 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "F" I CITY CO F DENTON Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM # 1 RFP # 5442 For Construction of Traffic Control Intersections for the City of Denton Issue Date: January 31, 2014 Response due Date and Time (Central Time): Thursday, February 6,2014,2:00 p.m. 86 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 RFP # 5442 ADDENDUM # 9 Addendum # 1 to be returned with Proposal The following are changes to the specifications: NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal. Name: iA�lrGfl �� Signature: Company: -D,)r, L le 5c,aI -h`e-s� , In c Title: V;ee - ires,deit Date: Z - 6 -0 2 87 Exhibit "F" DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE 1. Contractor Name: Durable Specialties, Inc. 2. Address (Principle Place of Business: 2302 Paddock Nk'ay Dr.. Grand Prairie, TX 75050 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes. in the State of Texas 4. Tax Payer 1D#: 75-1963459 5. Email Address of Primary contact: Patrick udurablespeeialties.com 6. Website Address: N/A 7. Telephone: 972-296-6324 8. Fax: 972-780-7411 9- Other Locations: NIA 10. Organization Class: Corporation 11- Date Established: June 15, 1984 12. Former Business Name: NIA 13. Date of Dissolution: N/A 14. Subsidiary of: NWA 15. Historically Underutilized Business: No 16- Principals and Officers: See attached sheet Please detail responsibilities with the name of each principal or officer. 17- Key Personnel and Responsibilities: See attached sheet Please detail responsibilities with the name of each key personnel. Page 92 of RFP 4 5442 88 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-7B[1-7411 February 6'h 2014 Contractor Name & Address: Durable Specialties, Inc. PO Box 535969 Grand Prairie, Texas 75030 Kev Personnel: Jeff Bryan, Owner 38 years experience in traffic signalization construction 29 years as owner of the company Zeferino Luna, Superintendent 29 years experience in traffic signalization construction 29 years with the company Kevin Holter, Superintendent 20 years experience in traffic signalization construction 19 years with the company Durable Specialties has constructed traffic signalization projects for 29 years with in- house crews. We have done about 1,200 traffic signalization projects with our in-house crews and in the last three years we have done about 150 traffic signalization projects. Safety Record: All or our traffic signal projects were completed, turned on and passed the required 30 day test period without any safety problems. 89 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS 18. Number of Personnel by Discipline: 19. Discipline Number of Staff # Licensed or Certified 20. Services Provided by Firm: Please provide a detailed listing of all services that your company provides. Please detail your prior experience working on similar projects with Texas governmental entities. Please detail your similar services provided over the past two (2) years. Detail documented proof of at least three (3) projects in the past two (2) years. Please detail these services, including, the nature of the services provided, and the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 21. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No. 22. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed- See attachment F. 23. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 24. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s)- No. 25. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? httn://www.osha.Qov/Dis/oshaweb/owasreh_search form?v doc tyke—STANDARDS&p toe level=l&p kevvalue=1926 26. Please indicate the total number of projects your Firm has undertaken within the last five years? 27. Insurance Information a. Name of Insurance Carrier: Continental Casualty Ins. Co. b. Agent Name: Frank Siddons c. Address of Agency: 2900 Marquita Drive d. City/State: Fort Worth, TX 76116 e. Phone Number: 817-737-4943 £ Email address of Agent: hgravenor`&.fsifw.com Page 93 of RFP # 5442 90 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS 28. List all subcontractors whom respondent estimates will fulfill 15% or more of the contract: 29. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Proposing firms principle place of business: 2 302 Paddock Way Dr., Grand Prairie, TX 75050 b. Company's majority owner principle place of business: 2302 Paddock Way Dr., Grand Prairie. TX 75050 c. Ultimate Parent Company's principle place of business: 2302 Paddock Way Dr., Grand Prairie, TX 75054 Page 94 of RFP 4 5442 91 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT E SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a bidder prior to awarding bids on City contracts. The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OS14A regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to perform the services or goods required by the bid documents in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. In order to obtain proper information from bidders so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: Page 102 of RFP # 5442 92 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS QUESTION ONE Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO X If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. UESTION TWO Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past rive years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the bidder, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. Pale 103 of AFP # 5442 93 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6824 • EAX 1-972-780-7411 DURABLE SPECIALTIES, INC. REFERENCES CITY OF FT. WORTH 5001 JAMES AVE., #301 FT. WORTH, TEXAS 76115 ATTN' MARK MATHIS-ENGINEER, KEN BROCK-INSPECTOR 817-392-7974 OFC 817-392-2533 FAX CITY OF ALLEN 305 CENTURY PARKWAY ALLEN, TEXAS 75013 ATTN: DAVID WHITEHEAD -ENGINEER, MIKE KEALY-INSPECTOR 214-509-4580 OFC 214-509-4590 FAX TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 ATTN: CHRIS BLAIN -ENGINEER, GREG PERKINS-INSPECTOR 214-320-6100 OFC 214-320-4492 FAX CITY OF DENTON 801 TEXAS ST. DENTON, TEXAS 76209 ATTN: SCOTT WILSON 940-349-8491 OFC 940-349-7307 FAX CITY OF DUNCANVILLE 330 SHADY TRAIL DUNCANVILLE, TEXAS 75138 STEVE MILLER -ENGINEER, JOHN BORCHARDT-INSPECTOR 972-780-5059 OFC 972-780-6461 FAX C[TY OF DALLAS 1500 MARILLA STREET DALLAS, TEXAS 75201 STEVE CHERRYROLMFS-ENGINEER, JOHN THOMPSON-ENGINEER 214-670-3113 QFC 214-670-3292 FAX CITY OF MESQUITE 1515 NORTH GALLOWAY AVENUE MESQUITE, TEXAS 75185 SRINI MAN DAYAM-ENGI NEER, FRANK CANTRELL-INSPECTOR 972-216-6357 OFC 972-216-6360 FAX 94 CITY OF FRISCO 6990 MAIN STREET FRESCO, TEXAS 75034 ATTN: BRIAN MOEN-ENGINEER, TRACY NICHOLS-INSPECTOR 972-335-5586 CFC 972-731-4945 FAX CITY OF GRAND PRAIRIE 206 CHURCH ST GRAND PRAIRIE, TEXAS 75053 ATTN: SHOLEH KARIMI-ENG€NEER, PETER JOYCE-fNSPECTOR 972-237-8053 OFC 972-237-8116 FAX CITY OF MCKINNEY 1550 S. COLLEGE MCKINNEY, TEXAS 75070 ATTN: SCOTTY STEWART 972-547-7350 OFC 972-548-1052 FAX CITY OF UNIVERSITY PARK 2525 UNIVERSITY BLVD UNIVERSITY PARK, TEXAS 75000 ATTN: RANDY BROWN 214-363-1644 OFC 214-987-5438 FAX CITY OF DESOTO 809 WEST SPINNER ROAD DESOTO, TEXAS 75115 MATT MISER -SUPERVISOR, BRAD RUSSELL -INSPECTOR 972-230-5714 OFC 972-223-9518 FAX TOWN OF ADDISON 16801 WEST GROVE DRIVE ADDISON. TEXAS 75001 ROBIN JONES -ENGINEER, BRANDON GRAHAM -INSPECTOR 972-450-2871 OFC 972-450-2837 FAX CITY OF MANSFIELD 1200 EAST BROAD STREET MANSFIELD, TEXAS 76063 DAVID BOSKI-ENGINEER 817-276-4208 OFC 817-477-1416 FAX DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT J ACKNOWLEDGEMENT The undersigned agrees this Proposal becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a proposal. In submitting a proposal the undersigned further understands that the work required is to provide construction of the project that functions as described in the specification. The undersigned understands that all requirements of the construction may not be described in every detail and agrees to provide labor, tools, material and equipment necessary to complete all construction to make the fence functional as described in the specification and drawings before submitting a proposal. The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are offered, at the prices) and upon the terms and conditions contained in the specification. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Proposer, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this bid. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus_ & Com. Code, Section 15.0 1, et sea. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: littp://www.cityofdenton.corr!indexasnx?pap-e=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. I certify that i have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. Acknowledge receipt of following addenda to the proposal: Addendum No I Dated Received Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY: R )rc,b le hi%a LG PC Tel. No. ?'72- Z 96-63Z Email. 4-jri,K �d��.. �e ec�c�Itres, com AUTHORIZE PR SEN TIVE: Sig-- Date ignDate Name t�af�1cK C AleyaA Title Vice-PrcS���r+ Fax No. �7Z- M9- 711 Page 113 of RFP 4 5442 95 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this farmat. Product Proposal Pricing: We are estimading on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item 1ANINtALProduct Fsr. Crry conn Description Description 2 Unit Price Extended Prue 1 840 LF Trench 2" PVC Schedule 80 Furnish and Install S 10.00 $ 8,400.00 2 1,700 LF Trench 2" PVC Schedule 40 Furnish and Install $ 9.00 $ 15,300.00 3 900 LF Trench 3" PVC Schedule 40 Furnish and Install $ 11.00 $ 9,900.00 4 1,820 LF Trench 4" PVC Schedule 40 Furnish and Install $ 10.00 S 18,200.00 5 1 460 LF Trench 6" PVC Schedule 40 Furnish and Install $ 17.00 $ 7,820.00 6 600 LF Directional bore 2" PVC Schedule 80 Furnish and Install $ 21.00 $ 12,600.00 7 600 LF Directional bore 2" PVC Schedule 40 Furnish and Install $ 20.04 $ 12,000.00 8 1,650 LF Directional bore 3" PVC Schedule 40 Furnish and Install $ 20.00 $ 33,000.00 9 1,650 LF Directional bore 4" PVC Schedule 40 Furnish and Install $ 21.00 $ 34,650.00 10 500 LF Directional bore 6" PVC Schedule 40 Furnish and Install $ 30.00 1 $ 15,004.00 11 160 LF Rigid Metallic Conduit (RM) I" Furnish and Install $ 12.00 S 1,920.00 12 160 LF Rigid Metallic Conduit (RM)1.5" Furnish and Install S 14.00 S 2,240.00 13 210 LF Rigid Metallic Conduit (RM) 2" Furnish and Install S 15.00 $ 3,150.00 14 320 LF Rigid Metallic Conduit (RM) 3" Furnish,and install S 23.00 $ 7,360.00 15 320 LF Rigid Metallic Conduit (RM) 4" Furnish and Install $ 25.00 $ 3,000.00 16 24 EA Rigid Metallic Conduit (RM) various sizes on timber poles Remove $ 100.00 $ 2,400.00 17 12 EA Ground box Type B with apron Furnish and Install $ 780.00 S 9,360.00 18 12 EA Ground box (cit) supplied box only°) Type B with apron Furnish and Install S 600.00 $ 7,200.00 19 40 EA Ground box Type D with apron Furnish and Install $ 800.00 $ 32,000.00 20 40 EA Ground box (city supplied box onl ) Type D with apron Furnish and Install S 600.00 S 24,000.00 21 48 EA Ground box with apron Remove $ 100.00 S 4,800.00 22 4 EA Traffic sign ea met vn terminations p moue no concrete or base Install $ 7,500.00 $ 30,000.00 23 10 EA ralfic signalca met breakaway base and concrete p 8'Wx6" Furnish and Install S 2,400.00 $ 24,000.00 24 3 EA Traffic signal cabinet concrete pad (8'x9'x6") Furnish and Install $ 2,100.00 $ 6,300.00 25 4 EA Traffic si cabinet ad mounted with base Remove $ 500.00 $ 2,000.00 26 4 EA Traffic signal cabinet (_pad mounted with base and concrete ad Remove $ 900.00 $ 3,604.00 27 3 EA Traffic signal cabinet concrete ad Remove $ 400.00 $ 1,200.00 28 10 EA Battery backup unit xterna Cabinet on tra is signs cabinet Install S 600.00 S 6,000.00 29 2 EA terminations pa m meter es service vA oue no concrete pad install $ 2,000.00 S 4,000.00 30 14 EA Meter pedestalservice wt terminations pa mount wi concrete ad Furnish and Install $ 5,000.00 S 50,000.00 96 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifrcatt— The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item .EST. ANNUAL 4n UOM Product Description Description 2 Unit Price Extended Price 31 2 EA Meter pedestal service concrete pad Furnish and Install $ 900.00 $ 1,800.00 32 4 EA Meter pedestal electrical service and concrete pad Remove $ 500.00 1 $ 2,000.00 33 4 EA Electrical service, overhead Remove $ 500.00 $ 2;000.00 34 320 LF 24-A Si alpole foundation with ground rod, Class C concrete Furnish and Install $ 175.00 $ 56,000.00 35 48 LF 30-A Signal pole foundation with ground rod, Class C concrete Furnish and Install $ 200.00 $ 9,600.00 36 52 LF 36-A Sipal le foundation withgromd rod, Class C Concrete Furnish and Install $ 225.00 $ 11,700.00 37 72 LF 42-A Sipal pole foundation with grmmdrod, Class C concrete Furnish and Install $ 245.00 $ 17,640.00 38 528 LF 48-A Signal pole foundation with ground rod, Class C concrete Furnish and install $ 275.00 $ 145,200.00 39 12 EA Signal pole foundation 18" below gromd minumum Remove $ 500.00 $ 6,000.00 40 16 EA Long, lytast Arta bly) with 50'-65' mast arm Install $ 1,800.00 $ 28,800.00 41 4 EA Long ast Ann {Ass s�bl�) vA - marm ast , no ummaire or ILSN arm Install $ 900.00 $ 3,600.00 42 6 EA Long Mast Amo Pole Install $ 900.00 $ 5,400.00 43 6 EA Long klast Ann 50'-65' Install $ 900.00 $ 5,400.00 44 8 EA Long Roast Arra (Arsembl ) with 50'-65' mast arm Remove $ 1,100.00 $ 8,800.00 45 8 EA Long Mast Anti 50'-65' Remove $ 600.00 $ 4,800.00. 46 Sin lc Mast ,Arm Assembly with 36'-48` mast arm install $ 1,200.00 $ 9,600.00 47 _L_..EA 4 EA Single; Mast Arm (Assenrbly) with 36'-48' mast arm, no luminaire or ILSN arm Install $ 650.00 1 $ 2,600.00 48 4 EA Ssnglc Mast Arm Vole for a 36'-48' arm Install $ 650.00 $ 2,600.00 49 4 EA Sitz le Mast ,Arca 36'-48' Install $ 650.00 $ 2,600.00 50 8 EA Sin-lIe Mast :Arm(Assembly) with a 36'-48' mast arm Remove $ 900.00 $ 7,200.00 51 1 8 EA Single Mast Ann 36-48' Remove $ 450.00 $ 3,600.00 52 2 EA Single Mast Arm (Assembly) with 20'-32' mast arm install $ 1,100.00 $ 2,200.00 53 2 EA Single utast Arm (Asses€blv) with 20'-32'mast arm, no luminaire or ILSN arm Install $ '1,100.00 $ 2,200.00 54 2 EA Sing"Ic %last Anus Pale for a 20'-32' arra Install $ 550.00 $ 1,100.00 55 2 EA Sinvle iMasi. Ant 20'-32' ln5tall $ 550.00 $ 1,100.00 56 4 EA Sin is Rust Arne (Assembly) with a 20'-32' mast arm Remove $ 500.00 $ 2,000.00 57 4 EA Single Mast ,Arm 29-32' Remove $ 500.00 $ 2,000.00 58 4 EA Strain Pole .Assernbl) 34' Install $ 800.00 $ 3,200.00 59 2 EA Strain Pole (AssvniH ), 34, no luminaire or ILSN arms Install $ 800.00 $ 1,600.00 60 4 1 EA IStrain Pole (Assembly) Remove $ 400.00 $ 1,600.00 97 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contactor shall not make changes to this format. Product Proposal Pricing: We are estirtlatling on 10 intersections a year for 3 years - 30 intersections for the total estimated_atnount. M. ]tem ANNUAL cay UOM Product Description Description 2 unit Price Extended price 61 16 EA Luminaire Arm 8-1W Install $ 150.00 $ 2,400.00 62 24 EA Luminaire Arm 25' Install S 200.00 $ 4,800.00 63 40 EA USN Arm 7'-9' Install $ 100.00 $ 4,000.00 64 4 EA Luminaire Ain Remove $ 50.00 $ 200.00 65 4 EA iLSN A D Remove $ 50.00 $ 200.00 66 12 EA 50Class 1 timber ale Install S 775.00 $ 9Z300.00 67 2 EA 50', Class l timber pole Furnish and Install I $ 1,800.00 $ 3,600.00 68 4 EA 50', Class 1, timber pie assembly, one anchor "gn Furnish and Install $ 2,100.00 S 8,400.00 69 16 EA 50', Class 1, timber pole assembl , two anchor design Furnish and Install S 2,400.00 S 38,400.00 70 8 EA Timber pole anchor assembly Furnisb and Install S 275.00 $ 2,290.00 71 4 EA ITimber pole entire ole Remove $ 375.00 $ 1,500.00 72 4 EA Timber pole 18" below and Remove $ 375.00 $ 1,50 73 8 EA 5 -mon siggo head assembly install $ 700.00 $ 5,600.00 74 20 EA 5 -section cluster si head 11se-bly Install $ 700.00 S 14,000.00 75 36 EA 4 -section si head assembly Install $ $75.00 $ 20,700.00 76 72 EA 3 -section signal head assembly Install $ 450.00 S 32,400.00 77 8 EA 5 -section (citti supplied) signal head le mounted Furnish and Install $ 850.00 $ 6,800.00 78 20 EA 5 -section cluster city su _ lid:d) signalhead le mountod Furnish and hwtall $ 950.00 $ 19,000.00 79 64 EA 4 -section curt , .;u lied) signal head le mounted Furnish and Install S 750.00 $ 48,000.00 80 72 EA 3 -section (cite su lied) si head a mounted Furnish and Install S 650.00 S 46,800.00 81 8 EA 5 -section (city supplied) signal head mounted Furnish and Install $ 1,100.00 S 8,800.00 82 8 EA 5 -section cluster (cit-,° supplied) sigral hemi an mounted Furnish and Install $ 1,100.00 $ 8,800.00 83 16 EA 4 -section (cite supplied) signal head mounted] Furnish and Install $ 1000.00 $ 16,000.00 84 48 EA 3 -section (c itN supolied) signal head (span mounted) Furnish and Install $ 850.00 $ 40,800.00 85 48 EA Signal head assembly Remove $ 150.00 $ 7,200.00 86 20 EA Regullatoty sign Install $ 70.00 $ 1,400.00 87 88 48 36 EA EA Re lato sign (city su lied) le mounted) RegWaturysign city su lied) (Span mountedi Furnish and Install Furnish and install $ $ 100.001S 235.00 $ 4,800.00 8,460.00 89 4 EA Street name sign Install $ 140.00 $ 560.00 90 4 EA Street name sign (city supplied) le mountui Furnish and ]install $ 200.00 S 800.00 91 4 EA Street name sign (city supplied) (span mounted Furnish and Install $ 300.00 $ 1,200.00 92 24 1 Si R 1 /Street name Remove S 70.001S 1,680.00 93 40 EA Il SN sign 6' Instal] 1 $ 300.001$ 12,000.00 98 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the follawing section, which directly corresponds to the specifications. The contractor shall not make changes to this font. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. EST. Item ANNUAL QTY UOM Product Description Description 2 Unit Price Extended Price 94 12 EA ILSN Si2 6' Remove $ 200.00 $ 2,400.00 95 40 EA Luminaire head Install $ 70.00 $ 2,800.00 .96 4 EA Luminaire head Remove $ 70.00 $ 280.00 97 40 EA Wind dampener (Citi ,,ueplied sign) for mast arm Furnish and Install $ 250.00 $ 10,000.00 98 4 EA Wind dampener for mast arm Remove $ 70.00 $ 280.00 99 8 EA VIVIDS (video detection camera) install $ 250.00 $ 2,000.00 100 12 FA Pan/l'iIVZoom camera PTZ Install $ 250.00 $ 3,000.00 101 20 EA Advance radar detection Install $ 350.00 S 7,000.00 102 40 EA 1presence radar detection Install $ 350.00 $ 14,000.00 103 20 EA ticom detector Install $ 200.00 $ 4,000.00 104 1 10 EA Wireless radio with antenna(s) Install $ 200.00 $ 2,000:00 105 2 EA Spread S ctrum Radio SSR antenna Install $ 125.00 $ 250.00 106 12 EA VIVIDS video detection camera) Remove $ 125.00 $ 1,500.00 107 4 EA 1pantratizoom camera PTZ Remove $ 125.00 $ 500.00 108 4 EA Advance radar detection Remove $ 125.00 $ 500.00 109 8 EA, presence radar detection Remove $ 125.001$ 1,000.00 110 8 EA Optitorn detector Remove $ 125.00 $ 1,000.00 111 4 EA Wireless radio with antenna(s) Remove $ 125.00 $ 500.00 112 4 EA ISpread S ectr m Radio SSR antenna Remove $ 60.00 $ 240.00 113 2 EA Roadside flasher beacon assembly solarpowered) Install $ 2,500.00 $ 5,000.00 114 2 EA Roadside flasher beacon assembly Remove $ 650.00 $ 1,300.00 115 48 EA pedestrian head with LED insert on metal pole Install $ 255.00 $ 12,240A0 116 32 EA Pedestrian head with LED insert on timber pole Install $ 500.00 $ 16,000.00 117 48 EA pedestrian button station assembly on metal pole install $ 70.00 $ 3,360.00 118 32 EA Pedestrian button station assembly on timber ale Install $ 125-00 $ 4,000.00 119 24 EA pedestrian pusli button pole assembly Install $ 375.00 $ 9,000.00 120 36 EA pedestrian push button pole assembly with 4' le Furnish and Install $ 725.00 $ 26,100.00 121 12 EA I pedestrian push button pole assembly with 16' pole Furnish and Install $ 1,200.00 IS 14,400.00 122 24 EA Pedestrian head Remove $ 125.00 $ 3,000.00 123 24 EA Pedestrain button station Remove $ 60.00 S 1,440.00 124 8 EA pedestrain push button pole assembly Remove $ 255.00 S 2,040.00 125 600 LF Zinc -coat steel wire strand 3116 in Furnish and install $ 2.00 $ 1,200.00 126 1,600 LF Zinc -coat steel wire strand (114 in) Fumish and install $ 2.00 IS 3,200.00 99 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. EST. Item ANNUAL QTY UOM Product Oescription Description 2 Unit Price Extended Price 127 600 LF Zinc -coat steel wire strand 5116 in Furnish and install $ 2.00 $ 1,200.00 128 6,800 LF Zinc -coat steel wire strand 318 in) Furnish and install $ 2.00 $ 13,600.00 129 1,200 LF Zinc -coat steel wire strand Remove S 1.00 $ 1,200.00 130 2 EA Entire mast arm pole intersection, 3 Role design Remove $ 2,100.00 $ 4,200.00 131 2 EA Entire mast arm pole intersection, 4 poe design Remove $ 2,700.00 $ 5,400.00 132 1 EA Entire timber pole intersection, 3 pole design Remove $ 1,390.00 $ 1,390.00 133 2 EA Entire timber pie intersection, 4 pole design. Remove $ 1,800.001$ 3,600.00 134 14,200 LF Traffic Signal Cable gM A 14 AWG 7 conductor Furnish and Install $ 1.00 $ 14,200.00 135 400 LF Traffic Signal Cable (T A) 14 AWG (9 conductor) Furnish and Install $ 1.00 $ 400.00 136 400 LF Traff�e Si al Cable (T A 14 AWG (10 conductor) Furnish and Install $ 2.00 $ 800.00 137 4,800 LFTraffic Si 1 Cable T A 14 AWG (21 conductor Furnish and install $ 3.00 $ 14,400.00 138 4,800 LF Traffic Signal Cable A 14 AWG (25 conductor) Furnish and Install $ 3.50 $ 16,800.00 139 300 LF Trafl-ic SieLa Cable C I2 AWG (2 conductor) Furnish and Install $ 1.00 $ 300.00 140 300 LF Traffic Signaj Cable (T C 14 AWG 2 conductor) Furnish and Install $ 1.00 $ 300.00 141 300 LF Traffic signal Cable C 18 AWG 2 conductor Furnish and Install $ 1.00 $ 300.00 142 950 LF Electric conductor stranded o. 4 AWG insulated Furnish and install S 2.00 $ 1,900.00 143 200 LF Electric conductor stranded o. 4 AWG bare Furnish and Install $ 2.00 $ 400.00 144 600 LF Electric conductor stranded No. 6 AWG insulated Furnish and Install $ 1.00 $ 600.00 145 200 LF Electric conductor stranded (No. 6 AWG bare Furnish and Install $ 1.00 $ 200.00 146 200 LF Electric conductor solid o. 6 AWG bare Furnish and Install $ 1.00 $ 200.00 147 325 LF Electric conductor stranded o. 8 AWG insulated Furnish and Install $ 1.00 $ 325.00 148 125 LF Electric conductor stranded (No. 8 AWG) bare Furnish and Install $ 1.00 $ 125.00 149 4,600 LF 11my Cable 12 AWG (3 conductor Furnish and Install $ 1.00 is 4,600.00 150 4,600 LF Tray Cable 14 AWG (3 conductor) Furnish and Install $ 1.00 $ 4,600.00 151 720 LF Tra Cable I6 AWG (3 conductor) Furnish and Install $ 1.00 $ 720.00 152 450 LF Tray Cable 12 AWG 4 conductor Furnish and Install $ 1.00 $ 450.00 153 320 LF Tray Cable 14 AWG (4 conductor) Fumish and Install $ 1.00 $ 320.00 154 2,400 LF GTT Opticom System Cable 20 AWG (3 conductor) black sheilded Furnish and Install $ 1.00's 2,400.00 155 1,000 LF Belden 7919A Cat 5E black sheilded or ual Furnish and Install $ 3.50 1 S 3,500.00 156 1,500 LF Multicondutor cable (114" O.D. and smaller) Install $ 1.001$ 1,500.00 157 1,800 LF Multicondutor cable 5/16 "- 318" O.D. Install $ 1,00 $ 1,800.00 158 1,200 LF Multicondutor cable (7116" - 518" O.D.) Install $ 1.50 $ 1,800.00 159 1,200 LF Multicondutor cable (I I/16" -7/8" O.D.) Tnstall $ 1.50 $ 1,800.00 100 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Street for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following sectiom which directly corresponds to the specifications. The contracror shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. Item. EST. AIZI a" I UoM Product Description Description 2 Unit Price Extended Price 160 1,500 LF Single or multicoudutor cable 114" O.D. and smaller) Remove $ 0.50 $ 750.00 161 1,500 LF Single or multicondutor cable (5116 "- 318" O.D.) Remove $ 0.50 $ 750.00 162 1,500 LF Sin a ormulticondutor cable 7116" - 5/8" O.D. Remove $ 0.50 $ 750.00 163 1,500 LF. Sin 1c ormulticondutor cable 11/16" -7/8" O.D.+-- Remove $ 0.50 $ 750.00 Total Cost of Products (Annual) $ 1,396,500.00 Additional Services Item LOOM Product Description Description 2 Unit Price 164 Hour Contractor Services Price Per Hour with Aerial Truck This includes aerial & ground services $200.00 This includes aerial, ground, and span 165 Hourly Contractor Services Price Per Hour fors an wire intersections pole installation/removal services. $400.00 lContractor-Services this includes aerial, ground, and mast 166 Hourly Price Per Hour for mast arm pole intersections arm pole instalkatiowremoval services. $400.00 Percent oftotal purchase order amount 167 % Mobilization (Smaller projects) not w exceed I -i% 20 168 Ea Mobilization ar Intersection For complete intersection builds $2,500.00 Scheduled time contractor can sten a signal project in Deaton afwr 3wtiw Eo 169 Days Timeline to start Project proceed through a purchaxe order 5o Emergency response for a contractor to 170 l lrs Arris al time to start F,tnergency Project repairheplaoe signals in Denton 1 Q 101 Ell DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 RFP #5442 EXHIBIT 1 Exhibit "F" Addendum # 1 GENERAL NOTES FOR BID LINE ITEMS: All materials shall be of the latest City of Denton / TXDOT specifications with their corresponding item codes Install items shall be with city supplied materials unless otherwise noted on line item Furnish and install items shall be with contractor supplied materials unless otherwise noted on line item All bid line item installations shall be completed with terminations and fully operational after installation Ground box, signal cabinet pad, and meter pedestal pad installations shall include conduit stub ups and tie-ins with bell ends at the end of each conduit. Traffic signal cabinet base shall be Armorcast A600184SX24TXDT or a predetermined city approved equal. Meter pedestal service shall be Electrol systems, TXDOT standard green powder coated aluminum type D pedestal, TYD 120/240 070 (NS)AL(E)PS(U): 1-50a/1p for traffic signal, 2- 20a/1p for lighting, 1-15a/1p for control circuit, interior photo cell with windows, 30 amp lighting contactor, and HOA selector switch. All mast arm or timber pole assemblies shall include pickup and delivery from and to job site in Denton unless contractor supplied. Timber poles shall be creosote -treated southern yellow pine and shall be set using approved expanding foam method. Furnish and Install timber pole assemblies include a one or two anchor design, and in each case, shall contain all connecting hardware for each strand wire support and each pole anchor guy. Some installations may include a guy spreader. Timber pole anchors shall be set using Class C concrete and contain all guy cable and connecting hardware from anchor to timber pole. Pedestrian head installations on timber poles shall include a NEMA type 3R junction box with a liquid tight conduit to each pedestrian head and associated mounting hardware. Pedestrian push button station installations on timber poles shall include a liquid tight conduit to pedestrian head junction box with associated mounting hardware. Pedestrian push button pole assembly furnish and installs shall contain Pelco parts consisting of 1 EA: P&5335 -GL -PNC, PS -5306, P13-5325, PS -5401, AND P&5100 11 KIN DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Exhibit "F" RFP #5442 Addendum #1 GENERAL NOTES FOR BID LINE ITEMS: Rigid metallic (RM) conduit shall contain appropriate weather head and mounting hardware. Salvage existing traffic signals and equipment as shown on plans and as directed by the City of Denton. Removal of each intersection shall include all above and below ground traffic signal related items except for electrical services. Conduit stub ups and concrete foundations must be removed 18" below ground and then can be abandoned. ADA ramps and pavement markings are excluded. Wind dampener (dampening plate) only will be supplied by the city; all other mounting hardware shall be provided and installed by the contractor. Traffic signal pole foundation anchor bolts will be supplied by the city at time of foundation installation. Long and single mast arm assemblies will contain a vertical pole assembly, a mast arm, a luminaire arm, an ILSN arm, and an anchor bolt base cover. Strain pole assemblies will contain the vertical pole, a luminaire arm, an IL5N arm, and an anchor bolt base cover. Install signal head items shall include labor only for a complete assembly using LEDs, visors, backplates, and mounting hardware. Furnish and Install signal head items shall include labor only except for contractor supplied Pelco AS-0125/AS-0138 signal head mounting hardware for pole mount or SP-3058-TX-ALO/AS- 01:38 signal head mounting hardware for span mount. Furnish and Install Regulatory and Street name sign items shall be a city supplied sign andline item cost will only include the sign's mounting hardware and labor. Timeline to complete each workorder, after notice to proceed through a purchase order, will be 30 working days for a 4 pole intersection, and 45 days for a 6 pole intersection. City supplied materials to signal contractor that will need to be programmed for signal operation, will be the responsibility of the City of Denton. installation/mounting and mounting adjustments of such items will be a pay item to the signal contractor. 12 103 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 Exhibit "F" Texas Franchise Tax Public Information Report c : 05-102 To be filed by Corporations, Limited Liability Companies (LLQ andirinanciallnstitutions ti` c (Rev_9-11130) This report MUST be signed and filed to satisfy franchise tax requirements vert w Tcode 13196 Franchise ■ Taxpayer number N Report year You have certain rights under Chapter 552 and 559, Government Code, 7 rJ 1 6 4 Q 0 'z 1011 3 to review, request, and correct information we have on file about you. Contact us at (800)151-1381 or (511) 463-4600. Taxpayer name DURABLE SPECIALTIES, INC. Mailing address Secretary of State (SOS) file number or PO BOX 535969 Comptrol€erfile number City GRAND PRAIRIE State TX ZIP 750053 Plus 4 0070837900 aBlacken circle if there are currently no changes from previous year, if no information is displayed, complete the applicable information in Sections A, B and C, rrindpal office 2302 Paddock Way Dr. Grand Prairie, Texas 75050 lrincipal place of business 2302 Paddock Way Dr. Grand Prairie, Texas 75050 r /Officer, director and manager information is reported as of the date a Public Information 1�OsI 1! p iAV/ Report is completed. The information is updated annually as part of the franchise tax T report. There is no requirement or procedure for supplementing the information as officers, directors, or managers change throughout the year. SECTION A Name, title and mailino address of each officer. director or mananer. NameTitle State of formation Texas SOS file number, if any Director Name of owned (subsidiary} corporat€on or limited liability company m in d d y y CAROL RICHTER TREASURER O YES Term 1 2 3 1 1 5 expiration Mailing address aty Stare I? Code PO BOX 535969 GRAND PRAIRIE TX r 75053 Name Title Director m m d d y y Jennifer A Warnaek VP Finance O YES Term 1 2 $ 1 1 5 expiration Mailinaddress City State IP Code PO Box 535969 Grand Prairie TX 75053 Name Title Director m m d d y y O YES Term expiration Mailing address City State 1P Code SECTION B Enter the information required for each corporation or LLC, if any, in which this entity owns an interest of 10 percent or more. Name of awned (subsidiary) corporation or limited liability company State of formation Texas SOS file number, if any Percentage of ownership Name of owned (subsidiary} corporat€on or limited liability company State of formation Texas SOS file number, if any Percentage of ownership SECTION C Enter the information required for each corporation or LLC, if any, that owns an interest of 10 percent or more in this entity or limited liability company. Name of owned (parent) corporation or limited liability company State offormation exas SOS file number, if any Percentage of ownership legistered agent and registered office currently on file_ (see instructions ifyou need to make changes) Blacken circle if you need forms to change %gent: JEFFREY C BRYAN O the registered agentor registered office information ]ffice: 5208 BYERS AVENUE r�y FORT WORTH State TX 1 zipC,Qrfe107 The above information is required by Section 171203 of the Tax Code for each corporation or limited habi€iry company that files a Texas franchise Tax Report. Use additional sheets u r,, o, e, w �, a 11—n ary. i nc mi unnaunn wiel ue dVdiiable for public inspection. declare that the information in this document and any attach mems is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has beer marled to each person named in this report who is an officer, director or manager and who is not currently employed by this, ur a related, corporation or limited liability company. o9ri ole Date Area code and phone number sere)` CAROL A RICHTER Electronic 08-12-2013 ( 972 ) 296- 6324 Texas Comptroller Official Use Only I I I I I 1 I 104 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC43lC8 EXHIBIT 1 ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 ❑ Check this box if you are tiling an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the T" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? No Yes B_ Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? = No Yes D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date 105 DocuSign Envelope ID: AC64910E-154F-4958-AEOE-B3556CC431C8 EXHIBIT 1 Certificate Of Completion Envelope Id: AC64910E154F495BAEOEB3556CC431C8 Subject: Please DocuSign: 5442 - Contract Amendment #2.pdf Source Envelope: Document Pages: 120 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 5 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/13/2017 7:00:13 AM Signer Events Patrick Bryan Patrick@durablespecialties.com VP of Operations Durable Specialties, Inc. Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/14/2017 4:26:21 AM ID:8d39e99b-22ca-4c12-888d-e0bc8ccdfdff Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 1 Holder: Jody Word jody.word@cityofdenton.com Signature Ell—Sig"ed by: A7123D0849E84D7 . Using IP Address: 50.84.141.26 pllSigned �o�c{u."Xby:d 296E603A0" Using IP Address: 129.120.6.150 Signature Status Status Status Status Status Status: Completed Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 4/13/2017 7:22:54 AM Viewed: 4/14/2017 4:26:21 AM Signed: 4/14/2017 4:26:35 AM Sent: 4/14/2017 4:26:37 AM Viewed: 4/14/2017 6:38:26 AM Signed: 4/14/2017 6:38:56 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/14/2017 6:38:58 AM Carbon Copy Events Melissa Hedgepeth Melissa@durablespecialties.com Administrative Asst Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed EXHIBIT 1 Status � COPIED Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 4/14/2017 6:38:59 AM Timestamp Timestamps 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM 4/14/2017 6:38:59 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Patrick Bryan EXHIBIT 1 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. 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EXHIBIT 1 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT I DocuS(gn Envelope ID: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 TI -II: STATI OF TEXAS § S COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DURABLE SPECIALTIES, INC. RFP NO. 5442 THIS FIRST AMENDMENT TO CONTRACT 5442 ("Amendment") by and between the City of Denton, Texas ("City") and Durable Specialties, Inc. ("Supplier"); The CITY deems it necessary to further expand the goods/services provided by SUPPLIER to the CITY; NOW THEREFORE, 1. Exhibit B "Special Terms and Conditions", Total Contract Amount of the Agreement is hereby amended to read as follows: "Total Contract Amount for services shall not exceed $4,500,000 per term. Pricing shall be per Exhibit C attached, the contract amount remains the same. 2. Exhibit A "City of Denton Request for Proposal", of the contract we are wanting to extend this contract for additional six (6) months which will be extended till October 1, 2017" All other provisions of the contract 5442, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this the day of 3/16/217 2017. RFP 5442 — Amendment 41 Page I of 2 DocuSign Envelope 11D: 1065C76F-EAD8-4D4A-952D-4FB823D1F7B1 EXHIBIT I "CITY" CITY OF DENTON, TEXAS ATexas Municipal Corporation By: 1�Do—Signed by: fVo, f?r6& FBACF935410 ELTON BROCK PURCHASING MANAGER "SUPPLIER" DURABLE SPECIALTIES, INC. A Corporation DocuSigned by: �3/16/2017 By: �dn& by � z AUTHORIZED SIGNATURE, TITLE RFP 5442 — Amendment 41 Page 2 of 2 EXHIBIT 1 cru_ ` Stcup to Certificate Of Completion Envelope Id: 1065C76FEAD84D4A952D4FB823D1F7B1 Status: Completed Subject: 5442 -Construction of Traffic Intersections with Durable Specilties Inc. - Amendment #1 Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jody Word Certificate Pages: 5 AutoNav: Enabled Payments: 0 jody.word@cityofdenton.com Envelopeld Stamping: Enabled IP Address: 129.120.6.150 Time Zone. (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Jody Word Location: DocuSign 3/10/2017 9:28:11 AM jody.word@cityofdenton.com Timestamp Signer Events Signature ..... Timestamp Patrick Bryan o ��siy�eaby: Sent: 3(1012017 9:37:20 AM Patrick@durablespecialties.com Status I '] ttt Resent: 3/14/2017 8:33:22 AM VP of Operations A123o°849E84D7 Resent: 3/15/2017 2:30:40 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 3/16/2017 3:40:14 AM ID:293fd9f5-7526-4a07-a4fb-9aab3691c32e Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Using IP Address: 50.84.141.26 �D... Signed by: �bU1, ijVbGjC 4E9FEBACE935410... Using IP Address: 129.120.6.150 Viewed: 3/16/2017 3:40:14 AM Signed: 3/16/2017 3:40:27 AM Sent: 3/16/2017 3:40:28 AM Viewed: 3/16/2017 6:52:09 AM Signed: 3/16/2017 6:52:22 AM 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 Jody Word Sent: 3/16/2017 6:52:23 AM jody.word@cityofdenton.com COPI_ED_______] Resent: 3/16/2017 6:52:27 AM Buyer Viewed: 3/16/2017 7:09:23 AM City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 1 Carbon Copy Events Status Timestamp Julia Winkley Sent: 3/16/2017 6:52:24 AM julia.winkley@cityofdenton.com L -COPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mark Nelson mark. nelson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Wilson scott.wilson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sent: 3/16/2017 6:52:25 AM [.Ya'iii[c7f[:�i���ZtZ:iF�aFll/t1Pi: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/16/2017 6:52:26 AM Certified Delivered Security Checked 3/16/2017 6:52:26 AM Signing Complete Security Checked 3/16/2017 6:52:26 AM Completed Security Checked 3/16/2017 6:52:26 AM Payment Events Status ,, 'Timestamps Electronic Record and Signature Disclosure EXHIBIT I Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Patrick Bryan 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. 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EXHIBIT 1 EXHIBIT 1 Exhibit "B" CITY OF DENTON GENERAL CONDITIONS FOR BUILDING CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1) a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2) a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3) a written order for a minor change in the Work issued by the Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner's Instructions to Bidders, sample forms, the Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1. 1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the "Contract"). The Contract Documents represent the entire and integrated agreement between the Owner and the Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: (1) between the Engineer and Contractor; (2) between the Owner and a Subcontractor or Sub -subcontractor; or (3) between any persons or entities other than the Owner and Contractor. The Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Engineer's duties. EXHIBIT 1 c) THE !' The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and Sub - subcontractors, or other entity for♦Contractor♦ •' to fulfill the t ♦ obligations. The W♦ • or part of . • d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term "Project," notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the "Plans") are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Contractor's Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non - friable; EXHIBIT 1 (2) any polychlorinated biphenyls ("PCBs"), or PCB -containing materials, or fluids; (3) radon; (4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5) any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6) any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001 (1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1) "provide" means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2) "shall" means the action of the party to which reference is being made is mandatory; (3) "as required" means as prescribed in the Contract Documents; and (4) "as necessary" means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT 5 EXHIBIT 1 (a) The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Contractor as provided in the Agreement. (b) Execution of the Building Construction Services Agreement by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c) The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d) Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. (e) Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f) The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Contractor shall not perform such Work without having obtained a clarification from the Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g) Deviations from Contract Documents shall be made only after written approval is obtained from Engineer and Owner, as provided in Article 7. (h) The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i) The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (l) Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2) the Building Construction Services Agreement; EXHIBIT 1 (3) addenda, with those addenda of later date having precedence over those of an earlier date; (4) the Supplementary General Conditions and Special Provisions, if any; (5) the General Conditions for Building Construction; (6) the Specifications and Drawings. 1.3 OWNERSHIP AND USE OF ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), which terms are of common grammatical usage and are not normally capitalized); (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3) the titles of other documents published or used by the Owner as manuals or official policy statements; or (4) proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a) The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for EXHIBIT 1 construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c) Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Contractor as scheduled and Contractor is not prepared to accept or act on such information or services, then Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. (d) Unless otherwise provided in the Contract Documents, the Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e) The obligations described above are in addition to.other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f) The Owner shall forward all instructions to the Contractor through the Engineer, except for the Owner's Notice to Proceed and the Owner's decision to carry out Work as described in Paragraph 2.4. (g) The Owner's employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Engineer in the performance of the Engineer's duties and to verify the Contractor's record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Contractor's Applications for Payment. 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner's rights under Paragraph 12.2. 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of notice from the Owner, the Owner may correct the Contractor's failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner's termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Contractor from payments then or thereafter due to the Contractor. The cost of correction is subject to verification (but not approval) by the Engineer. If payments then or thereafter 8 EXHIBIT 1 due the Contractor are not sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner. 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written notice to proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a) The Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Contractor may discover. The Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition as is in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b) The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a) The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b) The Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's employees, Subcontractors, Sub -subcontractors, and their respective agents and employees, and 9 EXHIBIT 1 any other persons performing portions of the Work under a subcontract with the Contractor or with any Subcontractor, and all other persons or entities for which the Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Contractor. (c) The Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Engineer in the Engineer's administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Contractor. (d) The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Contractor's responsibility under this paragraph will not in any way eliminate the Engineer's responsibility to the Owner under the Engineer/Owner Agreement. (e) Any Contractor, Subcontractor, Sub -subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub -subcontractor or separate contractor without the Contractor having given written notice to the Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre -approved by the Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. (f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Contractor. The Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor for his own Work shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a) Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other 10 EXHIBIT 1 facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b) The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c) The Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1) to bona fide residents of the City of Denton, Texas; (2) to bona fide residents of the County of Denton, Texas; (3) to bona fide residents of the State of Texas; (4) to bona fide residents of the United States. 3.5 WARRANTY (a) General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor's warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE -EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF ONE (1) YEAR AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT DEFECT, WITHIN ONE (1) YEAR AFTER DISCOVERY BY THE OWNER OF THE LATENT DEFECT. (b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories M EXHIBIT 1 and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a) The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (b) Except as provided in Subparagraph (d) below, it is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Contractor shall promptly notify the Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. (c) If the Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Engineer and the Owner, the Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a) The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection. (b) Unless otherwise provided in the Contract Documents: (1) materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2) the amount of each allowance shall cover the cost to the Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3) the amount of each allowance includes the Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4) whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor's costs under Clause (b) (3); (5) the Owner retains the right to review and approve Subcontractors selected by the Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT (PROJECT MANAGER -ONSITE SUPERVISOR) 12 EXHIBIT 1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Contractor replace its superintendent at any time and the Contractor will replace said superintendent at the Owner's direction. 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES (a) The Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Contractor; and (ii) the latest date for approval by the Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the "predecessor") of all the major construction activities of the Work in a logical and sequential order (the "project network") which requires completion prior to commencement of the task next following (the "successor"). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Contractor shall prepare and submit to the Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. 13 EXHIBIT 1 The updated schedule must be submitted with the Contractor's Application for Payment. No application will be certified without a satisfactory update to the construction schedule. (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor's status schedules reflect that the Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b) The Contractor shall also prepare and keep current, for the Engineer's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Engineer reasonable time to review submittals. (c) The Contractor shall conform to the most recent schedules approved as to form by the Engineer and the Owner. Any subsequent revisions made by the Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d) If the Work falls behind the approved construction schedule, the Contractor shall take such steps as may be necessary to improve his progress, and the Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Engineer and shall be delivered to the Engineer for submittal to the Owner upon completion of the Work. 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. 14 EXHIBIT 1 (b) Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c) Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d) 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 Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Engineer is subject to the limitations of Paragraph 4.2. (e) The Contractor shall review, approve and submit to the Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action. (f) The Contractor 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 Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Engineer. (g) By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h) The Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Contractor has specifically informed the Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Engineer, subject to a formal Change Order signed by the Owner, Engineer and Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Engineer, the Contractor shall be responsible for all associated Project costs, including costs of coordination's, modifications, or impacts, direct or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Contractor to the Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Engineer on previous submittals. In the absence of such written notice, the Engineer's approval of a resubmission shall not apply to the additional revisions not requested. (j) Informational submittals upon which the Engineer is not expected to take responsive action may be so identified in the Contract Documents. 15 EXHIBIT 1 (k) When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CLEANING UP (a) The Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Contractor's tools, construction equipment, machinery, and surplus materials. (b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner's cost of cleaning up shall be charged to the Contractor. 3.15 ACCESS TO WORK The Contractor shall provide the Owner and the Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.16 TESTS AND INSPECTIONS (a) Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Contractor shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Engineer timely notice of when and where tests and inspections are to be made so the Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b) If the Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(a), the Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Engineer of when and where tests and inspections are to be made so that the Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Engineer's services and expenses, if any. The Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. 16 EXHIBIT 1 (d) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.17 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ENGINEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE INFRINGEMENT. In the event the Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Contractor shall immediately notify the Owner and the Engineer of same. 3.18 INDEMNIFICATION (a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB -SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. (b) In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers compensation acts, disability benefit acts or other employee benefit acts. 17 EXHIBIT 1 (c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Engineer under the above-mentioned laws and regulations are secondary to those of the Contractor. ARTICLE 4 CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ENGINEER) (a) The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Engineer" means the Engineer or the Engineer's authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Engineer shall apply to the Owner -designated Engineer representative and the Owner -designated Engineer representative shall be accorded that same status by the Contractor. (b) In the event the Engineer is an outside person or firm and the Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Engineer to replace the former, or may designate a qualified Owner representative to serve as the Engineer. The replacement Engineer, whether an Owner representative, an independent Engineer or any other qualified person or entity, shall be regarded as the Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c) Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Engineer's Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner's delegation of powers to the Engineer, with the Owner notifying the Contractor of any such changes. The Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor's responsibility. The Owner will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 CLAIMS AND DISPUTES (a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a "Claim" means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes 18 EXHIBIT 1 between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, MUST BE MADE BY WRITTEN NOTICE TO THE ENGINEER AND THE OWNER WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Contractor by his signature) of the Contractor, verifying the truth and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b) Referral to the Engineer. Claims, disputes, and other matters in question between the Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Engineer for recommendation to the Owner, which recommendation the Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Contractor to submit the Claim to the Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c) Continuing Contract Performance. Pending final resolution of a claim the Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1) a concealed subsurface condition is encountered in the course of performance of the Work; (2) a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3) an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4) a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5) the Owner and the Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. 19 EXHIBIT 1 (e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE CONTRACTOR AT THE CONTRACTOR'S OWN RISK. THE OWNER AND THE ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (f) Claims for Additional Cost. If the Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Contractor believes that additional cost is involved for reasons including but not limited to: (1) a written interpretation from the Engineer; (2) a written order for a minor change in the Work issued by the Engineer; (3) failure of payment by the Owner; (4) termination of the Contract by the Owner; (5) the Owner's temporary suspension of all or any portion of the Work where the Contractor was not at fault; or (6) other reasonable grounds. (g) Injury or Damage to Person or Property. If the Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn -to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Engineer and the Owner to investigate the matter. (h) Subcontractor Pass -Through Claims. In the event that any Subcontractor of the Contractor asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Contractor to submit and assert the claim against the Owner shall be subject to: (l) the requirements of Paragraph 4.3 of these General Conditions; and 20 EXHIBIT 1 (2) the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Contractor to seek and assert such claim against the Owner: (ii) The Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (13) the Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Contractor has agreed to be legally responsible to the Subcontractor for pursing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Contractor's included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Contractor in the claim submittal materials. (ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed to be valid. (iii) The Subcontractor making the claim to the Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Contractor in the claim submittal materials. (3) Any failure of the Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim. (4) Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or law. (i) Owner's Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1) If the Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner's sole discretion, to order the Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). PA EXHIBIT 1 (2) In the event that the Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner's sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Contractor provided within fourteen (14) days after receipt of the Contractor's Claim. If the Owner denies the Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3) If the Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1) claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2) defective or nonconforming Work appearing after Substantial Completion; (3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4) the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. (1) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. 22 EXHIBIT 1 ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Contractor by purchase or lease for use in performance of or incorporation into the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. (b) A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub -subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a) Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Contractor and the Owner, the Contractor shall furnish to the Engineer in writing, for acceptance by the Owner and the Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Engineer to reply promptly shall constitute notice of no reasonable objection. (b) The Contractor shall not contract with a proposed person or entity to whom the Owner or Engineer has made reasonable and timely objection. (c) Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a basis for any claim for additional time or money on the part of the Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d) The Contractor shall not change a Subcontractor previously selected if the Owner or Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a) By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents (including but not limited to 23 EXHIBIT 1 these General Conditions), and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Owner and the Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub -subcontractors. (b) The Contractor is solely responsible for making payments properly to the Contractor's Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: (1) The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. (2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. (3) The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. (4) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE 24 EXHIBIT 1 OWNER OR THE ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. ARTICLE 6 CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a) The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make a claim as provided elsewhere in and in accordance with the Contract Documents. (b) When separate contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c) The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Contractor's Change Order proposal is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d) Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 25 EXHIBIT 1 6.2 MUTUAL RESPONSIBILITY (a) The Contractor shall afford the Owner and separate contractors' reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Contractor's construction and operations with the separate contractors as required by the Contract Documents. (b) If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Contractor to so report shall constitute an acknowledgment that the Owner's or separate contractors completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. (c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Engineer. Should any interference occur between the Contractor and a separate contractor, the Engineer or the Owner may furnish the Contractor with written instructions designating priority of effort or change in methods, whereupon the Contractor shall immediately comply with such direction. In such event, the Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Engineer; no increase in the Contract Sum, however, shall be due to the Contractor. (d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e) Should the Contractor cause damage to the work or property of any separate contractor on the Project, the Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Contractor who shall defend such proceedings, at the Contractor's expense, and if any judgment or award against the Owner arises from the separate contractor's claim, the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorney's fees and costs which the Owner has incurred. (f) The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Paragraph 3.14. 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up and allocate the cost among those responsible as the Engineer recommends to be just. 9.1 EXHIBIT 1 ARTICLE 7 AMENDMENTS 7.1 CHANGE ORDERS (a) A Change Order is a written order to the Contractor, signed by the Owner and the Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner's City Attorney. (b) In addition to the Owner and the Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor's agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d) The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: (1) mutual acceptance of a not -to -exceed lump sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; (2) unit prices stated in the Contract Documents or subsequently agreed upon; 27 EXHIBIT 1 (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Contractor for whatever reason refuses to sign the Change Order in question, the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed 15%. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN -TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the 28 EXHIBIT 1 Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a) All of the Contractor's responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Engineer a minimum of thirty (30) calendar days after receipt by the Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. (b) All Amendments require approval by either the City Council or, where authorized by the state law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 CONTRACT TIME 8.1 DEFINITIONS (a) Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b) The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of 29 EXHIBIT 1 persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c) The date of Substantial Completion is the date certified by the Engineer in accordance with Paragraph 9.7. (d) The term "day" as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a) Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b) The Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. (c) Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Bid Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the "Stipulated Amount") as stipulated in the Bid Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor's late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor's Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor's agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 30 EXHIBIT 1 8.3 DELAYS AND EXTENSIONS OF TIME (a) If the Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the Owner pending a claim, or by other causes which the Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Engineer and Owner may determine. (b) Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE CONTRACTOR'S SOLE REMEDY. (d) The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e) The Contractor shall promptly suspend the Work when either the Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f) The Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop 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 or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Contractor shall not suspend the Work in whole or in part without written authority from the Engineer or the Owner, and shall resume the Work promptly when notified by the Engineer or the Owner to resume operations. 31 EXHIBIT 1 (g) In the event of a delay that is the responsibility of the Contractor or any of the Subcontractors, for which the Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Contractor is entitled to a time extension, as determined by the Engineer, Owner may similarly direct acceleration and the Contractor agrees to perform same on the basis that the Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Contractor shall submit to the Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, when approved by the Engineer and the Owner, shall be used as a basis for the Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a) At least ten (10) days before the date established for each progress payment, the Contractor shall submit to the Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Contractor's right to payment as the Owner or Engineer may require, including but not limited to copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b) Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Clause 5.3(b) (2) of these General Conditions and the Contractor's Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. (c) Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred 32 EXHIBIT 1 in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1) the Owner has given prior approval of such off-site storage in writing; (2) the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3) the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d) The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an "early delivery." All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor's expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f) If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a) The Engineer will, within ten (10) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Engineer determines is properly due, or notify the Contractor and Owner in writing of the Engineer's reasons for withholding certification in whole or in part as provided in (a) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. 33 EXHIBIT 1 (b) The issuance of a Certificate for Payment will constitute a representation by the Engineer to the Owner, based on the Engineer's observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Engineer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified, subject to the Owner's approval. The issuance of a Certificate for Payment is not a representation that the Engineer has: (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (c) Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner's receipt and approval of the Certificate for Payment certified by the Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (d) The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. (e) No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a) The Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner's interest, if 34 EXHIBIT 1 in the Engineer's or Owner's opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Engineer or the Owner is unable to certify payment in the amount of the Application, the Engineer or the Owner will notify the Contractor as provided in Subparagraph 9.4(a). If the Contractor and Engineer or the Owner cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which the Engineer is able to make the required representations to the Owner. The Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Engineer's or Owner's opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When each of the above reasons that existed for withholding certification are removed or remedied, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a) After the Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for 35 EXHIBIT 1 Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Contractor default remains uncured. (b) The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractors portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in similar manner. (c) The Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d) Neither the Owner nor the Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Contractor or, in the event of the Contractor's failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e) Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a) the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b) When the Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Contractor shall prepare and submit to the Engineer a comprehensive list of remaining items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the "punch list"). Failure to include an item on the punch list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. If the Engineer's inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Engineer. The Contractor shall then submit a request for another inspection by the Engineer to determine Substantial Completion. When the 36 EXHIBIT 1 Work or designated portion of the Work is Substantially Complete, the Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the punch list accompanying the Certificate. (c) The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d) Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a) The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit a list to the Engineer as provided under Subparagraph 9.7(b). Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the (a) progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Engineer. (b) Immediately prior to such partial occupancy or use, the Owner, Contractor, and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Engineer, accompanied by the Owner's representative, will promptly make final inspection and, when the Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Engineer will promptly issue a final Certificate for Payment stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Engineer's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor's being entitled to final payment have been fulfilled. Owner will normally make 37 EXHIBIT 1 final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. (b) Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Engineer: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety to final payment; and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c) As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit under Clause (b)(1) shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d) If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion and the Engineer confirms the delay, the Owner shall, upon application by the Contractor and certification by the Engineer, 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 for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 38 EXHIBIT 1 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a) The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and (3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b) The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c) The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. (d) USE OF EXPLOSIVES IS PROHIBITED - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre -approve the use of any explosives on the Project; the Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Contractor shall furnish the Owner and the Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the 39 EXHIBIT 1 Owner and the Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Engineer. (e) The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 3.19. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (f) The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Engineer. (g) The Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a) The Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b) The Owner reserves the right to remedy any neglect on the part of the Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours notice in writing to the Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Contractor's neglect shall be deducted from the Contract Sum. The Contractor shall notify the City Traffic Control Department when any street is to be closed or obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to 40 EXHIBIT 1 postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Contractor shall, when directed by the Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Contractor's responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Contractor shall, at the Contractor's own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Contractor's name and shall be illuminated by lights from sunset to sunrise. The term "lights," as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Engineer may order the damaged portion immediately removed and replaced by the Contractor at Contractor's cost and expense. The Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Contractor. 10.7 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a) Traffic Department will supply contractor with Electricity through coordination with DME. 10.8 USE OF FIRE HYDRANTS The Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.9 ENVIRONMENTAL COMPLIANCE 41 EXHIBIT 1 (a) The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b) In the event the Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible for remediating the condition at the sole expense of the Contractor in accordance with the Contractor's A[1111�QVI' D Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c) The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Engineer so that they may observe the activities; provided, however, that it shall be the Contractor's sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d) The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor's records for reference purposes, to be provided upon 42 EXHIBIT 1 request to the Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (e) The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non -friable. (f) The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1) suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; (2) if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 11 INSURANCE AND BONDS 11.1 CONTRACTOR'S INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.2 PROPERTY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.3 `UMBRELLA' LIABILITY INSURANCE Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Contractors shall refer to Attachment A for all City of Denton insurance requirements. 11.6 PERFORMANCE AND PAYMENT BONDS (a) Subject to the provisions of Subparagraph 11.3(b), the Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.3(c) and approved by the Owner. The surety bonds shall be 43 EXHIBIT 1 accompanied by an appropriate Power -of -Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) year from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. (b) If the Contract Sum, including Owner -accepted alternates and allowances, if any, is greater than $100,000, Performance in 100% of the Contract Sum are mandatory and shall be provided by the Contractor. If the Contract Sum is greater than $50,000 but less than or equal to $100,000, only a Payment Bond in 100% of the Contract amount is mandatory; provided, however, that the Contractor may elect to furnish a Performance Bond in the same amount if the Contractor so chooses. If the Contract Sum is less than or equal to $25,000, the Contractor may elect not to provide Performance and Payment Bonds; provided that in such event, no money will be paid to the Contractor until final completion and acceptance of all work by Owner. If the Contractor elects to provide Performance and Payment Bonds 100% of the total Contract Sum, progress payments in accordance with these General Conditions shall be disbursed. (c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d) The person or persons, partnership, company, firm, Limited Liability Company, association, corporation, or other business entity to whom the Contract is awarded shall, within ten (10) days after such award, sign the required Contract with the Owner and provide the necessary surety bonds and evidence of insurance as required under the Contract Documents. No Contract shall be binding on the Owner until it has been approved as to form by the City Attorney, executed for the Owner by the City Manager, the performance and payment bonds and evidence of insurance have been furnished as required by the Contract Documents, and the fully executed contract has been delivered to the Contractor. 44 EXHIBIT 1 (e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds and evidence of insurance within ten (10) days after the Contract is awarded or as soon thereafter as the Owner can assemble and deliver the Contract shall constitute a material breach of the Contractor's bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Contractor's failure to execute and furnish the statutory bonds and to sign the Contract within ten (10) days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.3(e). In the event the Owner should re -advertise for bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re -advertisement shall be the bid referred to in this Paragraph. ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a) If a portion of the Work is covered contrary to the Engineer's request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Engineer, be uncovered for the Engineer's observation and be replaced at the Contractor's expense without change in the Contract Time. (b) If a portion of the Work has been covered which the Engineer has not specifically requested to observe prior to it being covered, the Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a) The Contractor shall promptly correct Work rejected by the Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Engineer's services and expenses made necessary thereby. (b) If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Engineer or the Owner to do so unless the Owner has previously given the Contractor a written acceptance or waiver of the defect or nonconformity. The Contractor's obligation to correct defective or nonconforming Work remains in effect for: (1) one year after the date of Substantial Completion of the Work or designated portion of the Work; (2) one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or 45 EXHIBIT 1 (3) the stipulated duration of any applicable special warranty required by the Contract Documents. (c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. (d) The obligations of the Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the ability of the Owner to require the Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e) The Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. (f) If the Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Contractor, including compensation for the Engineer's services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Contractor then or thereafter are not sufficient to cover the deficiency, the Contractor shall pay the difference to the Owner. (g) The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 46 EXHIBIT 1 (i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner's sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Engineer will make a detailed inspection of the Work and will advise the Contractor and the Contractor's Surety of the items that require correction. The Engineer will make a subsequent inspection and if the corrections have been properly performed, the Engineer will issue a letter of release on the maintenance stipulations to the Contractor and the Surety. If for any reason the Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a) Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Contractor, including but not limited to the following causes: (1) Failure or refusal of the Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2) A reasonable belief that the progress of the Work being made by the Contractor is insufficient to complete the Work within the specified time. (3) Failure or refusal of the Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4) A reasonable belief that the Contractor has abandoned the Work. (5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. 47 EXHIBIT 1 (6) Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Engineer or the Owner as provided for in the Contract Documents. (7) Failure or refusal of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Engineer. (8) A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9) Repeated and flagrant violation of safe working procedures. (10) The filing by the Contractor of litigation against the Owner prior to completion of the Work. (b) When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Contractor and the surety or its authorized agents, assume the obligations of the Contractor for the Work or that portion of the Work which the Owner has ordered the Contractor to discontinue and may: (1) perform the Work with forces employed by the surety; (2) with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3) with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Contractor's default. In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or liquidated or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Engineer and attorneys fees, as a result of such termination. (c) The balance of the Contract Sum remaining at the time of the Contractor's default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the 48 EXHIBIT 1 Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Engineer and attorney's fees), and liquidated or actual damages incurred as a result of the termination. (d) The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner's expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Contractor, then the Owner may pay to the Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Contractor, then the Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. (e) The right to terminate this Contract for the convenience of the Owner (including but not limited to nonappropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Contractor. Upon the Contractor's receipt of such written notice, the Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a) The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Contractor for any reason, including but not limited to: (1) the causes described in Clauses 13.1(a)(1) through (a)(10) above; 49 EXHIBIT 1 (2) where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3) situations where the Work is threatened by, contributes to, or causes an immediate threat • public health, safety, or security; or (4) other unforeseen conditions or circumstances. (b) The Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Contractor under Subparagraph 4.3 of these General Conditions: (l) an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Engineer and the Owner; (2) an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3) if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a) This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. (b) This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 50 EXHIBIT 1 14.2 SUCCESSORS AND ASSIGNS The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner's written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 51 EXHIBIT 1 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor's employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 14.9 NONDISCRIMINATION As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a) The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b) For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, the Owner may require the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services 52 EXHIBIT 1 performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City's rights as may be disclosed by an audit under this section. ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. Should a conflict arise between the :110RFP document su a Ilier ter"Is or r(Infi-nd ! time termns and conditions set forth in the ne xotia ted con Iract shah 53 EXHIBIT 1 Exhibit "C" INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below.recommended respondents rnfer with their respective insuranceor determine in advanceof rr : r submission the availability of insurance certificates r endorsements as prescribed provided herein. Ifan apparentr respondent failscomply r be disqualified ftoin award of the contract.r r award, become contractual obligations, r duty to maintain throughout the courseof contract.this STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time, however, Contractors are strongly advised to make such requests prior to proposaUbid opening, since the insurance requirements may not be modified or waived after proposaUbid opening unless a written exception has been submitted with the proposaUbid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A -M, Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. 54 EXHIBIT 1 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. • Concerning the insurance to be furnished by the Contractor, it is a condition precedent to acceptability that: (i) All policies must comply with the applicable requirements and special provisions of Attachment A. (2) Any policy evidenced by a certificate of insurance or submitted for review shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements set forth herein, and the Owner's decision regarding whether any policy contains such provisions, contrary to this requirement, shall be final. • The Contractor agrees to the following special provisions: (1) The Contractor hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no right of recovery or subrogation against the Owner, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies. This waiver of subrogation shall be included, by endorsement or otherwise, as a provision of all policies required under Attachment A. (2) Insurance companies issuing the insurance policies and the Contractor shall have no recourse against the Owner for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of Contractor. (3) Approval, disapproval or failure to act by the Owner regarding any insurance supplied by the Contractor (or any Subcontractors) shall not relieve the Contractor of any responsibility or liability for damage or accidents as set forth in the Contract Documents. The bankruptcy, insolvency or denial of liability of or by the Contractor's insurance company shall likewise not exonerate or relieve the Contractor from liability. (4) The Owner reserves the right to review the insurance requirements of this Attachment A during the effective period of this Contract and to modify insurance coverage's and their limits when deemed necessary and prudent by the Owner's Risk Management Division, based upon economic conditions, the recommendation of professional insurance advisors, changes in statutory law, court decisions or other relevant factors. The Contractor agrees to make any reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either party to this Contract or upon the underwriter of any such policy provisions). Upon request by the Owner, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage's and shall pay the cost thereof. 55 EXHIBIT 1 (5) No special payments shall be made for any insurance policies that the Contractor and Subcontractors are required to carry; all are included in the stated Contract value. All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000,0+ll shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability Form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than , 500,00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). 56 EXHIBIT 1 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,,000.00 combined bodily injury and property damage per occurrence with a $1,0,0f),000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than11,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. 57 EXHIBIT 1 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [ ] Umbrella Liability Insurance Depending on the size of the project, the City may require the Contractor to obtain, pay for, and maintain umbrella liability insurance during the Contract term, insuring Contractor for an amount of not less than $3,000,000 per occurrence combined limit for Bodily Injury (including death) and Property Damage, that follows form and applies in excess of the primary coverage required hereinabove. The Owner and Engineer shall be named as additional insureds using the broadest form of endorsement available, with such status extended to include the extension of the completed operations coverage as described in this Attachment. The policy shall provide "drop down" coverage where underlying primary insurance coverage limits are insufficient or exhausted. 58 EXHIBIT 1 ATTACHMENT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 59 EXHIBIT 1 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: I . provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 60 EXHIBIT 1 By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 61 EXHIBIT I Exhibit "D" PERFORMANCE BOND Bond#3375534 STATE OFTEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: That Durable Specialties, Inc, whose address is2302 Paddock Way Dr Grand Prairie, TX* hereinafter called Principal, and Great American Insurance Company of New York a corporation organized and existing under the laws of the State of — NY and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound to the City of Denton, a municipal corporation organized and existincruncier the laws of the State of Texas, hercirw,.ilter (,,alled 0\vricrr. in ilii Aerial surra of Two Hundred and Fifty Thousand and no/100 la\0'Ll"I Tric"ney ofti'le United States, to be paid in Denton County, Texas, for the payment of which surn well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. This Bond shall automatically be increased by the amount of any Change Order or Supplemental Agreement, which increases the Contract price, but in no event shall a Change Order or Supplemental Agreement, which reduces the Contract price, decrease the penal sum of this Bond. *75050 THE OBLIGATION TO PAYS is conditioned as follows: Whereas, the Principal entered into a certain Contract, identified by Ordinance Number 2014- 089, with the City of Denton, the Owner, dated the 1 day of April A.D. 2014opy of which is hereto attached and made a part hereof, for RFP # 5442 Construction of Traffic Intersections,"Z NOW, THEREFORE, if the Principal shall well, truly and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of said Contract in accordance with the Plans, Specifications and Contract Documents during the original to thereof and any extension thereof which may be granted by the Ov'rner, with or without notice to the Surety, and during the life of any guaranty or warranty required under this Contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said Contract that may'hereafter be made, notice of which modifications to the Surety being hereby waived; and, if the Principal shall repair and/or replace all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and final acceptance of the Work by the Owner; and, if the Principal shall fully indemnify and save harmless the Owner from all costs and damages which Owner may suffer by reason of failure to so perform herein and shall fully reimburse and repay Owner all outlay and expense which the Owner may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it shall remain in full force and effect, EXHIBIT 1 This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such surety, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN MINES WHEREOF, this instrument is,executed in four copies, each one of which shall be deemed an original, this the Iday of April, 2014. ATTEST: PRINCIPAL t� �tllec omaltigs, _. ..... SECRETARY BY ATTEST: SURETY: 'mLtgAmm� 7n,�, �, _ja1ew York w* n � .. .c c Cf—d rey A`fTNE"�- The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurance Group n / Bret Tomlinson STREET ADDRESS: 124 Old Town Blvd., #200, Argyle, TX 7622 (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a col poration, give a person's nanxe) 65r" BY: : ........� SURETY: 'mLtgAmm� 7n,�, �, _ja1ew York w* n � .. .c c Cf—d rey A`fTNE"�- The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: NAME: Southwest Assurance Group n / Bret Tomlinson STREET ADDRESS: 124 Old Town Blvd., #200, Argyle, TX 7622 (NOTE: Date of Payment Bond must be date of Contract. If Resident Agent is not a col poration, give a person's nanxe) 65r" EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORKa'�� New York Administrative Office: 301 E 4TH STREET - CINCINNATI, OHIO 45202 - 513-369-5000 - FAX 513-723-2740 The number of persons authorized by this power of attorney is not more than FOUR No. 0 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceedthe limit stated below. Nac Address Limit of Power JACK M. CROWLEY PATRICIA A. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADDISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK �Uq%�tl+dI1NeAd � n Assistant Secrelmy Divisional Senior lice Presideni DAVID C. KITCHIN (877-377-2405) STATE OF OHIO, COUNTY OF HAMILTON -ss: On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY PUBLIC, STATE OF OHIO MY COMMISSION EXPIRES 02-20-16 This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority, and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary orAssistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 have not been revoked and are now in full force and effect. Signed and sealed this 1st day of April 2014 (SEAL MT A.rsislani Secretary 511851(4/11) EXHIBIT I Exhibit "D'5 PAYMENT BOND Bond#3375.534 STATE OF` TEXAS CDU]�'-TY OF D1,,NT0N KNOW ALL MEN BY TEESE PRFS.F-INTS: That [)urable address is 2302 Paddock �Tav Drive. (1 -and Yra.irie.. TX 75050, hereinafter called PrMicipal, and ............... Great America ......... .n. Insurance Co of NY,,,,' a corporation oTcran.ized and existino- under the laws of the .--, , ---- -'-- r, ,State of Texas, and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Denton, a municipal corporation organized and existing under the laws of C, the State of Texas, hereinafter called Owner, and unto all persons, firms, and corporations -,Nrho may fUj'j1i,s,,h f,,")rr al perforlan upon, the building or heTtjnAfiL',',r pef"cJT,al to, iri ibk f,)vnal svrn of Two Hkiridrc�,d and Fifty Jliou.,�,irid andno/100 R'� '— T3 Of the United States, to be paid in Denton, County, 'Texas, :for the payment of which surra well and f-mly to be made, we hereby bind ourselves, our heirs, executors, adrazuistrators, successors, and loin.t.1 .1 and ty severally, firmly by these presents. ]..his Bond shall automatically be increased by'the amount Of axiv Change OFd-ar Or Supplemental Agreement which increases the Contract price, but in no event shall a I Change (--)rder or Supplemental Agreement which. reduces the Contract price decrease the penal SUM of' this Bond. T'H1-.- OBLIGATION TO PAY SAN/1E is conditioned as follows: Whereas, the Principal entered iuuacurtaija CoMract. identil'."ied by Ordlwfnce 1wu.mbtr 2014- 089, with the Cify of Denton, the Owrjer, doled Ili e ' I 'day ofApril A.D. 2110 1 4(,,,,",L 00F).)1 Ofwl:iial-i is,,)rcreto attached and.r.nade L parhereof, for RR'41 54 -42 -Construction of Traffic, Control Intersections. /" NOW, THEREFORE, if the Principal shall well, truly and. faithfully perform. its duties and make prompt payinent to all persons, fums, subcontractors, corporations and claimants supplying labor and/or material in the prosecution of theWork. provided for in. said Contract and any and all duly authorized modifications of said Contract that may herea.f.ter be made, notice of which modifications to the Surety being bereby expressly waived, Chen this obligation shall be void; other -wise it shall remain in full force and effect. PROVFDED FURTFM"R, that if any legal. action be filed on. this .Bond, exclusive venue shall lie in Denton County, Teas. A.M.) PROVIDED FURTHE& that the said Surety, for value received, hereby sdulates and P agrees that Do change, extansion of time, alteration or addition to the terms of the Contract, or to the Work - to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in. anywi.se affect its obligation on this Bond, and it does bem-by waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be per -formed thereunder, or to the Plans, Specifications, Drawings, etc. EXHIBIT 1 PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue shall lie in Denton County, State of Texas. AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc., accompanying the same, shall in anywise affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work to be performed thereunder, or to the Plans, Specifications, Drawings, etc. This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government Code, as amended, and any other applicable statutes of the State of Texas. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Denton County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by Article 7.19-1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas. IN WITNESS WHEREOF, this instrty-oent is executed in four copies, each one of which shall be deemed an original, this the I day of April, 2014., ATTEST: PRINCIPAL - �Dur:abS d-eCialties,�1::...e BY SECRETARY 13Y: ��_.. 1WS.1 I ATTEST: BY SURETY Great American Insurance C I� A17TO EY -IN any of M Crowley The Resident Agent of the Surety in Denton County, Texas for delivery of notice and service of the process is: York NAME: ____Southwest Assurance ('roUn- Tnwr„ / Rret Tnmlin,nn�ITmmm m _� A .. _ . STREET ADDRESS: 124 Old Town Blvd 2pQ rgvle. TX 76226 ITm,m_ (NOTE: Date of Performance Bond must be date of Contract. If Resident Agent is not a corporation, give a person's name.) 63 EXHIBIT 1 GREAT AMERICAN INSURANCE COMPANY OF NEW YORK New York Administrative Office: 301 E 4TH STREET • CINCINNATI, OHIO 45202 • 513-369-5000 • FAX 513-723-2740 The number of persons authorized by this power of attorney is not more than FOUR No. 0 19950 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons namedbelow its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provident that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed' the limit stated below. l'ilre Address Limit of Power JACK M. CROWL.EY�,'� PATRICIA A. SMITH ALL OF ALL STEVEN R. FOSTER MARIE PERRYMAN ADDISON, $75,000,000.00 TEXAS This Power of Attorney revokes all previous powers issued on behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF, the GREATAMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 29TH day of NOVEMBER , 2012 . Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK rpwnnaat � SEAL' Assistant Secretary Divisional Senior Tice President DAVID C. KITCHIN (877-377-2405) STATE OF OHIO, COUNTY OF HAMILTON -ss: On this 29TH day of NOVEMBER , 2012 , before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. KAREN L. GROSHEIM NOTARY PUBLIC, STATE OF OHIO MY COMMIS8101111 EXPIRES 02-20.16 This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated May 14, 2009. RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, • to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION I, STEPHEN C. BERAHA, Assistant Secretary of Great. American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of May 14, 2009 have not be jt``revoked and are now in full force and effect. Signed and sealed this I sty day of April 2014 p, Assistant Secretary S11851(4/11) 47") ,,EXHIBIT I Exhibit "F" ;; P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 67 EXHIBIT I DURABLE SPECIALTIES, INC. Exhibit "F" RVIIJIUM ........... . . . . . .1 1 1 111111111,112MVEM • It is Durable Specialties. Inc. understanding we will be providing a turnkey construction of new traffic signals, modification to existing traffic signals and span wire traffic signal installations. Pavement markings to be performed by others. • Installation of traffic signals will be on a work order basis with a work. • The contract is for one year with an option for renewal after one year. • The goal is to perform installation of traffic signals in a timely manner and to the standards and expectations of the City of Denton. • The unique and long lead items will be supplied by the City of Denton; i.e. controller cabinets, vehicle detection equipment, preemption equipment, communication equipment, surveillance equipment, signal housings & LEDs, traffic signal pole RMT406161MM, Durable Specialties, Inc. will supply the concrete, conduit, wire, cable, pull boxes. signal head mounting hardware, sign mounting hardware, electrical services, wood poles and down guys where indicated by their corresponding pay iten-i. Dl:'Q20614 DI :N ION NON SHF� STATF.MI.-NTOF IJ ff.-.('0N'1RA('I'0RS CNIMA61AM)ING OF FIIE'PROJECI ,JEXHIBIT I Exhibit 'T" D V I U�RABL,E PECIALTIES, INC. an= A. Durable Specialties, Inc. Physical Address: 2302 Paddock Way Drive Grand PrairicjX 75050 klmmmw= M -U PO BOX 535969 Grand Prairie, TX 75053-5969 B. Durable Specialties, Inc. has been in business since 1984 as a traffic signal contractor providing turnkey traffic signal installation for North Texas Municipalities and TxDot. C. Business Profile: I ) Corporation 2) Established in 1984, 30 years doing business 3) 65 Employees 4) Specializing in traffic signal installation 5) 972-296-6324 Phone, 972-780-7411 Fax 6) 30 Years in business 7) 'Not Applicable 8) Single office location 9) Single office location 10) We provide turnkey traffic signal installation and own all of own equipment to provide this service. 11) Drew Shipman,- 817-401-3070 Cell;jallies,coni .. . .. .............. -- ------ --- -- Attached is Our previous work experience and references. DFN020614 DEN MN NON YTI:� DS1 ORGANIZA I ION ME EXHIBIT 1 DURA13LE SPECIALTIES, INC. Exhibit r. P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 MAJOR CONTRACTS 2007 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT ADDRESS _..,. $ 215,250.00 TRAFFIC SIGNAL 2007/702 AUSTIN _.A MICA CORPORATION 183A -TURNPIKE PO BOX 161609 FT WORTH, TEXAS 76161 $ 219,500.00 TRAFFIC SIGNAL 2007/704 CITY OF DESOTO CITY OF DESOTO SYSTEM UPGRADE VARIOUS LOCATIONS 211 E PLEASANT RUN RD DESOTO, TEXAS 75115 S 102,750.00 TRAFFIC SIGNAL 2007/706 GRAND PRAIRIE SPRING VALLEY CONSTRUCTION DORYN DR. & MAGNA 10950 ALDER CIRCLE CARTA DALLAS, TEXAS 75238-1353 S 357,900 00 ADAPTIVE CONTROL 2007/708 TYLER CITY OF TYLER SIGNAL SYS US 69 PO BOX 2039 TYLER, TEXAS 75710 S 120,921.50 TRAFFIC SIGNAL 2007/710 SEAGOVILLE DUKE CONSTRUCTION DIVIDEND DR. & POINT 5495 BELTLINE RD #360 WEST BLVD DALLAS, TEXAS 75254 $ 122,750.00 TRAFFIC SIGNAL 2007/711 DENTON ED BELL CONSTRUCTION FM 407 PO BOX 540787 DALLAS, TEXAS 75354-0787 S 206,150.00 TRAFFIC SIGNAL 2007/712 DALLAS REBCON, INC. N. GALLOWAY AVE 1868 W. NORTHWEST HWY TO BELTLINE RD DALLAS, TEXAS 75220 $ 107,500.00 TRAFFIC SIGNAL 2007/714 WISE TXDOT -TARRANT FM 51 & PRESKITT RD PO BOX 6868 FT. WORTH. TEXAS 76115 $ 201,149.20 TRAFFIC SIGNAL 207/720 TARRANT MICA CORPORATION IH 30 & CENTER ST PO BOX 161609 FT. WORTH, TEXAS 76161 S 385,700 00 TRAFFIC SIGNAL 20071721 TARRANT MICA CORPORATION SH 199 PO BOX 161609 FT WORTH, TEXAS 76161 S 4,234,419.95 TRAFFIC SIGNAL 2007/723 DALLAS ARCHER WESTERN VARIOUS LOCATIONS 2121 AVENUE J. #103 DART- CMGC-3 LINE ARLINGTON, TEXAS 76006 NW -2, NW -3, NW -4 $ 299,800.00 TRAFFIC SIGNAL 2007/725 DALLAS TRI -CON SERVICES, INC. NAAMAN SCHOOL RD 3010 W. MAIN ST. ROWLETT, TEXAS 75088 S 397,350 00 TRAFFIC SIGNAL 2007/729 WEATHERFORD ED A WILSON MAIN ST -DOWNTOWN PO BOX 11423 FT WORTH, TEXAS 76110-0423 S 103,600 00 TRAFFIC SIGNAL 2007/732 PLANO - VARIOUS LOC JIM BOWMAN CONSTRUCTION 1111 SUMMIT AVE, #1 PLANO, TEXAS 75074 S 117,300.00 TRAFFIC SIGNAL IMPRVTS 2007/735 HOLLAND RD & BROAD L H LACY CONSTRUCTION STREET PO BOX 541297 DALLAS, TEXAS 70 EXHIBIT 1 Exhibit D, . " " URABLE P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 'attftll _ A1`TPE'S`,"`MC. VVCrRK-f-"APrRlrNS. MAJOR CONTRACTS 2007 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT ADDRESS _—._ u.. .......... ,aC 136,715.00 �_�� -- ._ a TRAFFIC SIGNAL MODIFY_ _ .. 2007/737 LUNA RD & VALLEY VIEW JFG CONCRElt'.', INC, (RACETRAC) PO BOX 550 PRINCETON, TEXAS 75407 $ 164,000.00 TRAFFIC SIGNAL 2007/739 SH 170 & PARK VISTA CITY OF FT. WORTH 5001 JAMES AVE, #301 FT, WORTH, TEXAS 76115 $ 123,300 00 TRAFFIC SIGNAL 2007/743 AMARILLO BLVD & BRAD DRAKE CONSTRUCTION LOWES LANE 3737 LAMAR AVE, #700 PARIS, TEXAS 75462 S 666..720.00 TRAFFIC SIGNAL 2007/744 MOCKINGBIRD LANE GIBSON & ASSOCIATES, INC. PO BOX 800579 BALCH SPRINGS, TEXAS 75180 S 101,000.00 TRAFFIC SIGNAL 2007/745 BU 287P & FM 157 TXDOT — TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $ 117,453.00 STREET LIGHTS/ 2007/746 TCCD SOUTH CAMPUS ROEBUCK CONCRETE CONTRACTORS TRAFFIC SIGNALS CAMPUS & JOE B PO BOX 301 RUSHING FT. WORTH, TEXAS 76101 $ 462,568.80 TRAFFIC ISIGALS 2007/751 FM 2499 MICA CORPORATION PO BOX 161609 FT WORTH, TEXAS 76161 $ 2,835,000 00 TRAFFIC SIGNALS 2007/755 US 80 TXDOT — TYLER 15986 SH 155 TYLER, TEXAS 75703 S 254,500.00 RECONSTRUCT 2007/757 VARIOUS LOCATIONS CITY OF WACO TRAFFIC SIGNALS PO BOX 2570 WACO, TEXAS 76072 $ 334,800 00 TRAFFIC SIGNALS 2007/761 EXCHANGE PKWY LACY CONSTRUCTION TWIN CREEKS & SH 121 PO BOX 541297 DALLAS, TEXAS 75354 $ 369,165.00 TRAFFIC SIGNAL 2007/762 SHADY OAKS & BRINKER LACY CONSTRUCTION IMPROVEMENTS PO BOX 541297 DALLAS. TEXAS 75354 $ 923,80702 TRAFFIC SIGNAL 2007/763 IH 30 MICA CORPORATION INSTALL PO BOX 161609 FT. WORTH, TEXAS 76161 71 EXHIBIT I DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 - GRAND PRAIRIE, TX 75053-5969 - PHONE 1-972-296-6324 - FAX 1-972-780-7411 ...... . .... NC7WCYRK-FXPFR` MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEAR/JOB LOCATED NAME AND AMT. ADDRESS 644,378 30 - TRAFFIC SIGNAL 2008/801 ..... PANTHER CREEK PKWY MARIO SINACOLA - & SONS IMPROVEMENTS AND LEGACY DR. PO BOX 2329 CITY OF FRISCO FRISCO, TEXAS 75034 $ 103,400.00 TRAFFIC SIGNAL 20081805 SH 198 TEXAS STERLING TXDOT KAUFMAN COUNTY 2100 N. HWY 360, #1 06A GRAND PRAIRIE, TEXAS 75050 S 130.37500 TRAFFIC SIGNAL 2008/806 ROUTH CREEK PKWY L H LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 142.00000 TRAFFIC SIGNAL 2008/807 BRIARGROVE TO REBCON NTTA RAILROAD NORTH TO 1868 W. NORTHWEST HWY PGBT DALLAS, TEXAS 75220 S 559,00000 TRAFFIC SIGNAL 2008/808 VARIOUS LOCATIONS CITY OF GRAND PRAIRIE 206 W CHURCH ST GRAN PRAIRIE, TEXAS 75050 5 454,25000 TRAFFIC SIGNAL 2008/809 PLEASANT RIDGE RD L H. LACY CITY OF ARLINGTON PO BOX 541297 DALLAS, TEXS 75354 $ 111,000.00 TRAFFIC SIGNAL 2008/811 WINSCOTT RD. & OLD CITY OF BENBROOK BENBROOK RD/BECKMAN 911 WINSCOTT RD DRIVE BENBROOK, TEXAS 76126 S 413,02200 TRAFFIC SIGNAL 20081812 BELTILINE RD, ARAPAHO REBCON CITY OF RICHARDSON RD, CAMPBELL RD & COIT 1868 W- NORTHWEST HWY RD DALLAS, TEXAS 75220 $ 379,290.00 TRAFFIC SIGNAL 2008/819 SH 360 @ SH 180(DIVISION MICA CORPORATION TXDOT TARRANT STREET) PO BOX 161609 FT WORTH, TEXAS 76161 S 420,483-00 TRAFFIC SIGNAL 2008/821 FM 2934 (ELDORADO MICA CORPORATION TXDOT COLLIN PKWY) PO BOX 161609 FT. WORTH, TEXAS 76161 S 651,165.00 TRAFFIC SIGNAL 2008/825 IH 30 TEXAS STERLING TXDOT DALLAS 2100 N. HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 $ 124,50000 TRAFFIC SIGNAL 2008/826 SH 183 APAC-TEXAS, INC. TXDOT TARRANT PO BOX 1807 FT. WORTH, TEXAS 76101 s 899,39700 TRAFFIC SIGNAL 2008/827 FM 1171 GLENN THURMAN TXDOT DENTON PO BOX 850842 MESQUITE, TEXAS 75185-0842 S 472,40000 TRAFFIC SIGNAL 2008/828 STADIUM DR. - DIVISION JACKSON CONSTRUCTION CITY OF ARLINGTON STREET TO RANDOL MILL 5112 SUN VALLEY DR ROAD FT. WORTH, TEXAS 76119 S 365,037.50 TRAFFIC SIGNAL 2008/829 MAYFIELD DR JACKSON CONSTRUCTION CITY OF GRAND PRAIRIE 5112 SUN VALLEY DR FT WORTH, TEXAS 76119 W, &N EXHIBIT 1 DURABLE SPECIALTIES, INC. Exhibit " P.O. BOX 535969 • GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 :1A11ES MAJOR CONTRACTS 2008 CONTRACT SCOPE OF WORK YEARMOB # LOCATED NAME AND AMT ADDRESS _ .........._........� ..........-.. S 1,145,000.00 NON -SITE - � - 2008/830 ......... ...... .. . VARIOUS LOCATIONS TXDOT -DALLAS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 $ 656,000.00 TRAFFIC SIGNAL 2008/831 BARNETT RD & JOHNSON TXDOT - WICHITA ROAD 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302 $ 328,000.00 TRAFFIC SIGNAL 2008/832 VARIOUS LOCATIONS TXDOT - DALLAS PO BOX 133067 DALLAS, TEXAS 75313 $ 125,600 00 TRAFFIC SIGNAL 2008/835 TEASLEY LN & HICKORY C D HENDERSON CITY OF DENTON CREEK 1985 FOREST LANE GARLAND, TEXAS 75042 $ 398,600.00 TRAFFIC SIGNAL 2008/837 MOUNTAIN CREEK PKWY TEXAS STERLING TXDOT DALLAS 2100 N, HWY 360, #106A GRAND PRAIRIE, TEXAS 75050 S 168,500,00 VIDEO DETECTION 2008/838 VARIOUS LOCATIONS CITY OF HALTOM CITY 4200 HOLLIS ST. HALTOM CITY, TEXAS 76111 S 471,009,00 TRAFFIC SIGNAL 2008/845 GEORGE BUSH TURNPIKE MICA CORPORATION PO BOX 161609 FT, WORTH, TEXAS 76161 $ 167,192 13 TRAFFIC SIGNAL 2008/845 US 75 UNDERPASS @ MICA CORPORATION TXDOT DALLAS PARKER RD PO BOX 161609 FT WORTH, TEXAS 76161 S 98,800 00 TRAFFIC SIGNAL 2008/849 DENTON TAP RD @ UNITED COMMERCIAL DEVELOPMENT CITY OF LEWISVILLE HIGHLAND DR. 7001 PRESTON RD„ #500 DALLAS, TEXAS 75205 S 148,700.00 TRAFFIC SIGNAL 2008/850 IH 20 (FM 3325/FM 1187) MICA CORPORATION PO BOX 161609 FT WORTH, TEXAS 76161 $ 124,300.00 TRAFFIC SIGNAL 2008/852 BELKNAP ST & GROVE ST. CITY OF FT. WORTH GROVE ST. & WEATHERFORE 5001 JAMES AVE, #301 ST FT. WORTH, TEXAS 76115 S 383,50000 TRAFFIC SIGNAL 2008/856 FM 544 - WOODBRIDGE L. H LACY CROSSING IMPRVMT PO BOX 541297 DALLAS, TEXS 75354 $ 1,117,000.00 TRAFFIC SIGNAL 2008/857 IH 35E TXDOT - DALLAS PO BOX 133067 DALLAS, TEXAS 75313 S 302.000,00 TRAFFIC SIGNAL 2008/858 SH 121 - NTTA MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 &N EXHIBIT I DURABLE SPECIALTIES, P.O. BOX 535969 -GRAND PRAIRIE, TX 75053-5969 • PHONE 1-972-296-6324 • FAX 1-972-780-7411 .. . ...... MAJOR CONTRACTS 2009 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT ADDRESS _ $ 129,849.00 SIGNAL MODIFICATION 2009/901 ._,m W 7TH & CURRIE ST. CONATSER CONSTRUCTION CITY OF FORT WORTH 5327 WICHITA ST. FT, WORTH, TEXSA 76102 $ 260,077.00 TRAFFIC SIGNAL 2009/902 IH 20 (GREAT SOUTHWEST MCMAHON CONTRACTING TXDOT TARRANT COUNTY PARKWAY) PO BOX 153086 IRVING, TEXAS 75015-3086 $ 302,700,00 TRAFFIC SIGNAL 2009/904 VARIOUS LOCATIONS CITY OF NORTH RICHLAND HILSS IMPROVEMENTS 7200 A DICK FISHER DR, S NORTH RICHLAND HILLS, TEXAS 76182-0609 $ 1,098,700.00 TRAFFIC SIGNAL 2009/906 LOOP 12 MICA CORPORATION TXDOT DALLAS PO BOX 161609 FT, WORTH, TEXAS 76161 $ 367,900,00 TRAFFIC SIGNAL 2009/910 VARIOUS LOCATIONS TOWN OF ADDISON SYSTEM IMPROVEMENTS PO BOX 9010 ADDISON, TEXAS 75001-9010 $ 149,000.00 TRAFFIC SIGNAL 2009/911 SH 171 PRATER EQUIPMENT CO., INC TXDOT PARKER COUNTY PO BOX 746 COMANCHE, TEXAS 76442 $ 585,148.00 VITRUVIAN PARK PUBLIC 2009/914 VITRUVIAN PARK NORTH TEXAS CONTRACTING INFRASTRUCTURE PO BOX 468 PHASEIB KELLER, TEXAS 76244 TOWN OF ADDISON $ 471,658,40 INSTALL 4 NEW TRAFFIC 2009/915 VARIOUS LOCATIONS CITY OF ALLEN SIGNALS 305 CENTURY PARKWAY ALLEN. TEXAS 75013-8042 $ 122,660.00 STREETSCAPE 2009/916 ELM ST - FROM AKARD TO TEXAS STANDARD CONSTRUCTION IMPROVEMENTS ERVAY PO BOX 210768 CITY OF DALLAS DALLAS, TEXAS 75211 $ 315,517 00 0213 -PGB -06 -CN -EN 2009/918 SOUTH OF MAIN ST. TO MICA CORPORATION SECTION XXXI NORTH OF SHOR OF LAKE PO BOX 161609 NTTA RAY HUBBARD FT. WORTH. TEXAS 76161 $ 482,330.00 TRAFFIC SIGNAL 2009/919 BELTLINE RD TO CASH CONSTRUCTION CO, INC, DALLAS COUNTY WHEATLAND RD.. PO BOX 1279 FLUGERVILLE, TEXAS 78691 $ 122,820 00 TRAFFIC SIGNAL 2009/920 DEBBIE LANE @ BEN CITY OF MANSFIELD BARBER ACADEMY 1200 E. BROAD ST. MANSFIELD, TEXAS 76063 $ 121,120,00 INTERSECTION 2009/921 SARA JANE @ GREAT MCMAHON CONTRACTING IMPROVEMENTS SOUTHWEST PARKWAY PO BOX 153086 IRVING TEXAS 75015-3086 $ 149,505 00 TRAFFIC SIGNAL 2009/922 FM 1382 REBCON, INC TXDOT DALLAS 1868 W NORTHWEST HWY DALLAS, TEXAS 75220 $ 150,700 00 TRAFFIC SIGNAL 2009/924 W PIPELINE RD @ AUI CONTRACTORS CITY OF HURST FUTURE RD 4775 N FREEWAY FT. WORTH, TEXAS 76106 $ 1,016,435.20 REVERSIBLE LANE SYS 2009/927 ROAD TO SIX FLAGS, CITY OF ARLINGTON COLLINS & DIVISON ST 1011 W, MAIN ST ARLINGTON, TEXAS 76013 74 EXHIBIT 1 DU�RABLE SPECIALTIES, INC. Exhibit "" DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2009 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT AL)DRES _S IJ.J,819.45 INTERS....... ..... .. �.._---- R"Ill .._...... -- �� ��ECTION IMPRVTS 2009/929 TOWN EAT BLVD & NOR�119 JIM BOWMAN �,�&N�'�`iI��1C1T`fJN PHASE 1 B GALLOWAY AVE 1111 SUMMIT AVE, #1 PLANO. TEXAS 75074 S 233,000 00 TRAFFIC SIGNAL INSTALL 2009/930 FM 1378 & COUNTRY CLUB L H. LACY COMPANY, LTD. DRIVE PO BOX 541297 DALLAS. TEXAS 75354-1297 S 590,113 80 TRAFFIC SIGNAL INSTALL 2009/931 RIDGEVIEW DR. & ALMA CITY OF ALLEN AT 4 LOCATIONS EXCHANGE PKWY & 305 CENTURY PARKWAY RIDGEVIEW DR. ALLEN, TEXAS 75013 RIDGEVIEW DR & WALNUT SPRINGS DR. EXCHANGE PKWY & TWIN CREEKS DR. $ 128,807.50 TRAFFIC SIGNAL INSTALL 2009/937 SH 289 & LEGACY DR 241,150.00 RED OAK RD STREET & 2009/940 RED OAK RD & VARIOUS UTILITY IMPROVEMENTS LOCATIONS S 469,000 00 TRAFFIC SIGNAL INSTALLTATION S 102,000 00 TRAFFIC SIGNAL INSTALLATION 2009/944 VARIOUS LOCATIONS 2009/946 US 180 & TOWN CREEK & UPPR (WB & EB) 1119 XIT PAVING & CONSTRUCTION 3934 S. HWY 287 WAXAHACHIE, TEXAS 75165 CITY OF FT. WORTH 5001 JAMES AVE, #301 FT. WORTH. TEXAS 76115 MICA OPO., • •• BOX 161609 FT, WORTH, TEXAS 76161 EXHIBIT I aft Exhibit "F" DURABLE ZOPE�CIAL,TIES, INC. DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2010 CONTRACT SCOPE OF WORK YEARMOB # LOCATED NAME AND AMT ADDRESS $445,380.00 TRAFFIC SIGNAL INSTALL 2010/001 VARIOUS LOCATIONS CITY OF FT WORTH 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 $630,000-00 TRAFFIC SIGNAL INSTALL 2010/002 VARIOUS LOCATIONS IN TXDOT - AUSTIN GEORGETOWN PO BOX 15426 AUSTIN, TEXAS 78761-5426 $53,000.00 ANNUAL LOOP INSTALL 2010/003 VARIOUS LOCATIONS CITY OF GARLAND 409 FOREST GATE GARLAND, TEXAS 75041 $135,000.00 TRAFFIC SIGNAL INSTALL 2010/004 PLEASANT RUN RD L. H. LACY COMPANY PO BOX 541297 DALLAS, TEXAS 75354-1297 $73,000.00 TRAFFIC SIGNAL INSTALL 2010/005 ALSBURY BLVD & CITY OF BURLESON SUMMERCREST BLVD 141 W, RENFRO ST. BURLESON, TEXAS 76028 $82,000.00 TRAFFIC SIGNAL INSTALL 2010/006 BARR RD MCCLENDON CONSTRUCTION PO BOX 999 BURLESON, TEXAS 76097 $105,960.00 TRAFFIC SIGNAL INSTALL 2010/007 FM 407 & CHIN CHAPEL TISEO PAVING PO BOX 270040 DALLAS, TEXAS 75227-0040 $219,375.00 TRAFFIC SIGNAL INSTALL 2010/008 OLD DECATUR TO BUSINESS AUI CONTRACTORS, INC 287 4775 NORTH FREEWAY FT. WORTH. TEXAS 76106 $90,101.95 TRAFFIC SIGNAL INSTALL 2010/011 CEDAR SPRINGS - DALLAS MICA CORPORATION LOVE FIELD PO BOX 161609 FT WORTH, TEXAS 76161 S115,500.00 TRAFFIC SIGNAL INSTALL 20101012 N. COUNTRY CLUB RD, & GLENN THURMAN W BROWN ST. PO BOX 850842 MESQUITE, TEXAS 75185-0842 $132,000.00 TRAFFIC SIGNAL INSTALL 2010/013 US 380 TXDOT-TARRANT PO BOX 6868 FT WORTH, TEXAS 76115 S192,00000 TRAFFIC SIGNAL INSTALL 2010/014 VARIOUS LOCATIONS CITY OF WACO PO BOX 2570 WACO, TEXAS 76702-2570 $315,165 00 PAVING & DRAINING 2010/017 DIRKS RD - FROM BRYANT JACKSON CONSTRUCTION IMPROVEMENTS IRVIN RD TO HARRIS PKWY 5112 SUN VALLEY DR FT WORTH, TEXAS 76119 5151,245.00 WAL-MART TRAF SIG 2010/018 EXCHANGE PKWY & EMJ CORPORATION IMPROVEMENTS WALMART DR 5525 N MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $828.000 00 TRAF SIGNAL INSTALL 2010/021 IH 30 & FERGUSON RD. TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 S105,50000 TRAF SIGNAL INSTALL 2010/023 CS (MONTFORT DR) MCMAHON CONTRACTING PO BOX 153086 76 IRVING TEXAS 75015-3086 EXHIBIT I DURABLE SPECIALTIES,Exhibit "F" L1 A... CONTRACTS 2010 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT ADDIRESS.....",,", - ,suo-6615F PREVENTATIVE T 6VW c MAITENANCE LOCATIONS PO BOX 133067 DALLAS, TEXAS 75313 S233.500 75 TRAFFIC SIGNAL INSTALL 2010/028 GRENNVILLE AVE & HIGH CITY OF ALLEN POINT TRAIL RD AND 305 CENTURY PKWY MCDERMOTT DR & ALLEN, TEXAS 75013 SHALLOWATER DR S760,234.00 TRAFFIC SIGNAL INSTALL 2010/30 FM 720 (ELDORADO PKWY) MICA CORPORATION PO BOX 161609 FT WORTH, TEXAS 76161 S1,358,000.00 2010 GRAND TASK ORDER 2010/031 VARIOUS LOCATIONS CITY OF FT WORTH CONSTRUCTION SVCS 5001 JAMES AVE, #301 FT. WORTH, TEXAS 76115 S147,76000 VIDEO IMAGE DETECTION 2010/032 FM 1171 @ VAR LOCATIONS CITY OF LEWISVILLE PO BOX 299002 LEWISVILLE, TEXAS 75029-9002 $198,400,00 VIVIDS AT TEN LOCATIONS 2010/033 VARIOUS LOCATIONS CITY OF LEWISVILLE PO BOX 299002 LEWISVILLE, TEXAS 75029-9002 S354,000.00 TRAFFIC SIGNAL INSTALL 2010/039 SPRING VALLEY NORTH TEXAS CONTRACTING WIDENING PO BOX 468 KELLER, TEXAS 76244 $116,400.00 TRAFFIC SIGNAL INSTALL 2010/040 IH 35 AT HERTIAGE TRACE TXDOT-TAR RANT PKWY PO BOX 6868 FT WORTH, TEXAS 76115 $1,255,000.00 NON -SITE SPECIFIC 2010/041 VARIOUS LOCATIONS TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313 $137,000.00 INSTALLATION OF STREETLIGHTING 2010/042 GREENVILLE FROM CITY OF ALLEN EXCHANGE PKW TO STACY 305 CENTURY PKWY ROAD ALLEN, TEXAS 75013 S365.735 00 TRAFFIC SIGNAL INSTALL 2010/045 ARKANSAS LANE REBUILD JACKSON CONSTRUCTION 5112 SUN VALLEY DR FT WORTH, TEXAS 76119 $415,900.00 CITY WIDE TRAFFIC 2010/047 VARIOUS LOCATIONS CITY OF BEDFORD SIGNAL IMPRVTS 1813 RELIANCE PKWY BEDFORD, TEXAS 76021 $105,000,00 TRAFFIC SIGNAL INSTALL 2010/048 CLAY RD TOWN OF SUNNYVALE 127 COLLINS RD SUNNYVALE, TEXAS 75182 S120,425,00 TRAFFIC SIGNAL INSTALL 20101049 WEBB CHAPEL @ EMJ CORPORATION WALMART DRIVEWAY 5525 N MACARTHUR BLVD, #400 IRVING, TEXAS 75038 $278,900.00 TRAFFIC SIGNAL INSTALL 2010/050 N MAIN ST - PHASE 1 XIT PAVING & CONSTRUCTION 3934 S HWY 287 77 WAXAHACHIE, TEXAS 75165 EXHIBIT I DURABLE SPECIALITIES, INC. Exhibit "F" 0 al� 171 MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMT ADDRESS $408,64900 TRAFFICSIGNAL KSTALL 2011/10 i"' ff SNW DR AT AUI CONTRACTOR N INC VARIOUS LOCATIONS 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 S177,00000 TRAFFIC SIGNAL INSTALL 2011/103 FM 741 ED BELL CONSTRUCTION PO BOX 540787 DALLAS, TEXAS 75354-0787 $213,252.00 TRAFFIC SIGNAL INSTALL 2011/106 INWOOD IMPROVEMENTS LEMCO CONSTRUCTION SERVICES 14131 MIDWAY RD, #600 ADDISON, TEXAS 75001 $140,940.00 TRAFFIC SIGNAL INSTALL 20111113 FM 1187 LONE STAR CONSTRUCTION 4320 WINDSOR CENTRE TRAIL, #500 FLOWER MOUND, TEXAS 75028 $7621790 00 TRAFFIC SIGNAL INSTALL 2011/114 SOUTHEAST PKWY TO L H LACY COMPANY WEBB FERRELL PO BOX 541297 DALLAS, TEXAS 75354-1297 $405,000,00 TRAFFIC SIGNAL INSTALL $354,000.00 TRAFFIC SIGNAL INSTALL $201,700.00 TRAFFIC SIGNAL INSTALL $129,472,92 TRAFFIC SIGNAL INSTALL $1,300,000.00 ADVANCED TRANSPORTATION MANAGEMENT SERVICES 5285,000.00 TRAFFIC SIGNAL INSTALL $112,000,00 TRAFFIC SIGNAL INSTALL WilwoToTivoll IMPROVEMENTS molly"1N 190TI&S wommamll 2011/120 VITRUVIAN WAY AT BELLA WAY 20111123 VARIOUS LOCATIONS 2011/126 SH 199 9 Ai WYA V 2011/128 CANNON @ BROAD & CANNON @ MATLOCK TXDOT-TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 . �10 �'� Imillmowill. - , CPS CIVIL 1215 CREST LANE DR. javL;AfflTT=' MICA CORPORATION PO BOX 161609 FT WORTH, TEXAS 76161 DFW AIRPORT 3003 S, SERVICE RD. CITY OF THE COLONY 17111 PRESTON RD., #200 DALLAS. TEXAS 75248-1232 TXDOT-TARRANT PO BOX 6868 FT WORTH, TEXAS 76115 TXDOT - WACO 100 S. LOOP DR. WACO, TEXAS 76704-2859 PO BOX 996 BURLESON, TEXAS 76097 $104,50000 TRAFFIC SIGNAL IMPROVEMENTS 2011/129 ELDORADO @ HILLCREST & CITY OF FRISCO ELDORADO @ COIT RD 6101 FRISCO SQUARE BLVD, 3RD FLOOR 78 FRISCO, TEXAS 75034 EXHIBIT I DURABLE SPECIAL -TIES, INC. Exhibit "F" VURABLE SPECIALTIES, INC. WORK EXPERIEAC4 MAJOR CONTRACTS 2011 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMTADDRESS .. - -- .. . . . ......-------- S483,350 00 IH 635 MANAGED LANES . ........... .. 2011/130 ....... ------ . ....... VARIOUS LOCATIONS TRINITY INFRASFRUCTURE, LLC 5520 1-635 EAST, #150 DALLAS, TEXAS 75240 $140,000.00 TRAFFIC SIGNAL INSTALL 2011/131 FM 51 TXDOT-TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 $222,000 00 TRAFFIC SIGNAL 2011/136 GASTON AVE & CPS CIVIL IMPROVEMENTS WASHINGTON AVE 1215 CREST LANE DR. DUNCANVILLE, TEXAS 75137 $150,900,00 RICHLAND HILLS TRE 2011/137 HANDLEY-EDERVILLE @ NORTH STAR CONSTRUCTION, INC STATION ACCESS BURNS RD/TRINITY BLVD 3210 JOYCE DR ENHANCEMENT FT WORTH, TEXAS $142.000,00 ST. LIGHT IMPROVEMENTS 2011/140 GIFFORD ST. & BAGDAD RD HAYDEN BUILDING CORPORATION 4640 E COTTON GIN LOOP PHOENIZ, AZ 85040 $143,144 00 TRAF SIG INSTALL & LEFT 2011/144 UPTOWN BLVD& S WALMART CITY OF CEDAR HILL TURN LAN IMPRVTS & FM 1382 PO BOX 96 CEDAR HILL, TEXAS 75106 $301,300 00 LAKE RIDGE PKWY 2011/146 LAKE RIDGE PKWY @ MCMAHON CONTRACTING, L.P WIDENING VARIOUS LOCATIONS PO BOX 153086 IRVING, TEXAS 75015-3086 S539,530.00 TRAFFIC SIGNAL INSTALL 2011/147 SH 171 - FM 1884 TO IH 20 JAY MILLS CONTRACTING, INC PO BOX 1669 STEPHENVILLE, TEXAS 76401 S104,00000 9500476; DFW AIRPORT 2011/148 NORTH SERVICE RD @ NORTH TEXAS CONTRACTING. INC, CROSS UNDER #1 CROSS UNDER #1 PO BOX 468 KELLER. TEXAS 76244 S428,00000 TRAFFIC SIGNAL INSTALL 20111150 VARIOUS LOCATIONS CITY OF GRAND PRAIRIE AT 4 LOCATIONS PO BOX 534045 GRAND PRAIRIE, TEXAS 75053-4045 $129,177.00 COOKS CHILDREN'S 2011/151 6 TH & 7TH STREET @ CONATSER CONSTRUCTION TX L P MEDICAL CENTER PENNSYLVANIA AVE PO BOX 15448 FT WORTH, TEXAS 76119 5138,596.25 INTERSECTION IMRPVTS 2011/154 MATLOCK ROAD MCMAHON CONTRACTING, LP PO BOX 153086 IRVING, TEXAS 75015 S330,00000 TRAFFIC SIGNAL INSTALL 2011/155 FM 407 MICA CORPORATION PO BOX 161609 FT. WORTH. TEXAS 76161 S178,00000 TRAFFIC SIGNAL INSTALL 2011/156 NORTH BEACH ST CONATSER CONSTRUCTION TX, L P, PO BOX 15448 FT. WORTH, TEXAS 76119 EXHIBIT I DURA13LE SMPECIALTIES, INC. Exhibit "F" . ...... . . . P.O. BOX 535969 -GRAND PRAIRIE, TX 75053-5969 -PHONE 1-972-296-6324 -FAX 1-972-780-7411 CONTRACT SCOPE OF WORK AMT -167,000.00 TRAFFIC SIGNAL INSTALL S 98,000 00 INTERSECTION IMPROVEMENTS $ 194,204 00 WEST BROWN STREET IMPROVEMENTS S 104.500.00 TRAFFIC SIGNAL INSTALL 173,000.00 PRESTON ROAD ADA IMPROVEMENTS S 349.600 00 PLEASANT RUN RD RECONSTRUCTION PH 4B (PW06-0039) $ 162,447,95 BLUE LINE EXPANSION S 150,000.00 ROADWAY ILLUMINATION S 180,000 00 TRAFFIC SIGNAL INSTALL $ 120,000 00 TRAFFIC SIGNAL INSTALL S 140,00000 ILLUMINATION& TRAFFIC SIGNAL INSTALL S 215,000 00 TRAFFIC SIGNAL INSTALL S 108,00000 TRAFFIC SIGNAL INSTALL MAJOR CONTRACTS 2012 YEAR/JOB # LOCATED NAME AND ADDRESS ................ ll'.1' 2012/203 --- ----- - ------ . ..... . ..... - ------ WEST BERRY STREET - -- -__- - __ -- - _.- ------- MC(,',I-[,-NDON CONSTRUCTION PO BOX 996 BURLESON, TEXAS 76097 2012/205 PARKER RD, SPRING VALLEY JIM BOWMAN CONSTRUCTION PKWY & JUPITER RD 2716 S RIGSBEE DRIVE PLANO. TEXAS 75074 2012/207 COUNTRY CLUB RD TO NORTH MCMAHON CONTRACTING, LP BALLARD AVE PO BOX 153086 IRVING, TEXAS 75015 2012/208 MILITARY PARKWAY AT LEMCO CONSTRUCTION SERVICES CEDAR LAKE DRIVE 14131 MIDWAY ROAD ADDISON, TEXAS 75001 2012/210 GAYLORD PKWY, WARREN CITY OF FRISCO PKWY, LEBANON RD 6101 FRISCO SQUARE BLVD WADE BLVD FRISCO, TEXAS 75034 2012/212 PLEASANT RUN RD L,H. LACY COMPANY, LTD 1880 CROWN ROAD DALLAS. TEXAS 75234 20121213 SH 66 @ MARTIN AUSTIN BRIDGE & ROAD 4817 ROWLETT ROAD ROWLETT, TEXAS 75088 2012/214 NORTH BEACH ST JLB CONTRACTING, LIP KELLERY HICKS TO TIMBERLAND PO BOX 24131 BLVD FT. WORTH, TEXAS 76124 2012/217 W, WINDSOR DRIVE MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 2012/218 BU 377H @ RESORT TXDOT-TARRANT CONFERENCE CENTER PO BOX 6868 FT WORTH, TEXAS 76115 2012/221 JOHN HICKMAN PARKWAY MCMAHON CONTRACTING, L.P FROM WEST OF PRESTON ROAD PO BOX 153086 TO OHIO DRIVE IRVING, TEXAS 75015 2012/222 DFW AIRPORT CROSSUNDER #2 PHILLIPS MAY CORPORATION 4861 SHARP STREET DALLAS, TEXAS 75247 2012/224 SACHSE ROAD AT MILES/ CITY OF SACHSE BRYAN STREET 3815-B SACHSE ROAD SACHSE, TEXAS 75048 2012/225 US 67 (CR 209 E. OF ALVARADO) TXDOT-TARRANT PO BOX 6868 FT. WORTH, TEXAS 76115 97,700,00 TEMP & PERM TRAFFIC SIGNAL INSTALL 2012/228 DART ORANGE LINE 1-3 MASS ELECTRIC CONSTRUCTION COMPANY FREEPORT PARKWAY @ 8700 FREEPORT PARKWAY, #160 AIRFIELD DRIVE IRVING, TEXAS 75063 80 EXHIBIT I DuRABLE SPECIALTIES, INC. Exhibit "F" DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2012 CONTRACT SCOPE OF WORK YEAR/JOB # LOCATED NAME AND AMTADDRESS $ 126-,8-49 75 SAW CUT LOOPS 2012/229 SH 180 APAC-TEXAS, INC 2121 IRVING BLVD DALLAS, TEXAS 75207 $ 437,000 00 TEMP & PERM TRAFFIC 2012/231 SH 26 AUI CONTRACTORS, LP SIGNAL INSTALL 4775 NORTH FREEWAY FT. WORTH, TEXAS 76106 S 147.074.00 TRAFFIC SIGNAL INSTALL 2012/233 US 180 $ 156,000.00 TRAFFIC SIGNAL INSTALL 2012/236 N. TARRANT PKWY @ KELLER SMITH 456,000 00 TEMP & PERM TRAFFIC 2012/237 FM 1187 SIGNAL INSTALL 81 ED BELL CONSTRUCTION 10605 HARRY HINES BLVD DALLAS. TEXAS 75220-2634 L H LACY COMPANY, LTD. PO BOX 541297 DALLAS, TEXAS 75354-1297 MCMAHON CONTRACTING, L.P. PO BOX 153086 IRVING, TEXAS 75015 EXHIBIT I DURABLE SPECIALTIES, INC. Exhibit "F" P.O. BOX 535969 *GRAND PRAIRIE, TX 75053-5969 -PHONE 1-972-296-6324 -FAX 1-972-780-7411 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 YEARIJOB # LOCATED NAME AND ADDRESS . .... . ........... . . 2013/301 . . .. . .. ......... .. . .......... . . . . . . AVENUE US 287 TO MILLER AVENUE JACKSON CONSTRUCTION. LTD. 5112 SUN VALLEY DRIVE FT WORTH, TEXAS 76119 20131302 FM 1187 TXDOT-TARRANT 2510 SW LOOP 820 FT WORTH. TEXAS 76133 2013/304 INDEPENDENCE & CUSTER TISEO PAVING COMPANY PO BOX 270040 DALLAS, TEXAS 75227 2013/305 FM 156 @ BASSWOOD BLVD DR NORTON INC 6751 NORTH FREEWAY FT WORTH, TEXAS 76131 2013/306 MAIN ST @ LAKESHORE DR XIT PAVING & CONSTRUCTION, INC, AND BEARD PARK 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 20131308 US 377 TXDOT-TARRANT 2510 SW LOOP 820 FT WORTH, TEXAS 76133 2013/310 ELDORADO PARKWAY (FM 2934) CITY OF FRISCO AT WAL -MART 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO. TEXAS 75034 2013/312 IH 35W MICA CORPORATION PO BOX 161609 FT. WORTH, TEXAS 76161 2013/317 HAMPTON ST: BELKNAP ST & AUI CONTRACTORS, LP WEATHERFORD ST 4775 NORTH FREEWAY FT, WORTH, TEXAS 76106 2013/319 TURTLE CREEK / CEDAR SPRINGS AUI CONTRACTORS, LP AT TURTLE CREEK BLVD 4775 NORTH FREEWAY FT WORTH, TEXAS 76106 2013/320 VARIOUS LOCATIONS TXDOT-TARRANT 2510 SW LOOP 820 FT WORTH, TEXAS 76133 20131321 US 287 TXDOT - WF 1601 SOUTHWEST PKWY WICHITA FALLS, TEXAS 76302-4906 2013/323 VARIOUS LOCATIONS KEN -DO CONTRACTING, LP PO BOX 2001 DESOTO, TEXAS 75123 2013/324 FM 548 @ KROGER DRIVE HAWKINS CONSTRUCTION, INC. PO BOX 1636 TARPON SPRING, FL 34688-1636 2013/327 FM 663 ED BELL CONSTRUCTION COMPANY PQ BOX 540787 DALLAS, TEXAS 75354-0787 2013/329 FM 2499 @ LIVE OAK CITY OF HIGHLAND VILLAGE 1000 HIGHLAND VILLAGE RD HIGHLAND VILLAGE, TEXAS 75077 CONTRACT SCOPE OF WORK $ 1,679,500,00 TRAFFIC SIGNAL & ILLUMINATION MODIFICATIO�. S 129,000.00 TRAFFIC SIGNAL INSTALL 363,000 00 PERM & TEMP TRAFFIC SIGNAL INSTALL s 417,155,00 LIGHTING PHASE 11 & PARKING LOT LIGHTS $ 105,000.00 TRAFFIC SIGNAL INSTALL $ 447,000 00 PERM & TEMP TRAFFIC SIGNAL INSTALL S 152,875 00 TRAFFIC SIGNAL INSTALL BNSF TOWERS 55 $ 111,000,00 TRAFFIC SIGNAL INSTALL $ 91,300 00 MAINTENANCE 170,000.00 SOLAR PWRD CROSSWALK SYSTEM & SOLAR PWRD DRIVER SPEED ASSY 135,650,00 TRAFFIC SIGNAL INSTALL $ 280,964.00 PERM & TEMP TRAFFIC SIGNAL INSTALL 182,000 00 TRAFFIC SIGNAL IMPROVEMENTS gm EXHIBIT I DURABLE SPECIALTIES, INC. Exhibit "F1' -5969 - PHONE 1-972-296-6324 - FAX 1-972-780-7411 BOX 535969 - GRAND PRAIRIE, TX 75053 DURABLE SPECIALTIES, INC. WORK EXPERIENCE MAJOR CONTRACTS 2013 CONTRACT SCOPE OF WORK YEARIJOB # LOCATED NAME AND A7 AG110RE:SS 5 1 j98,000 00 NON -SITE w. flI GI[ K 2013/330 VARIOUS...............".. _ _..._ � �_._.. LOCATIONS 1'X{,0411 DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 S 390,662.00 TRAFFIC SIGNAL INSTALL 2013/331 KENTUCKY STREET AT NORTH TEXAS CONTRACTING VARIOUS LOCATIONS PO BOX 468 KELLER. TEXAS 76244 S 222.101.00 STREET LIGHTING & SCHOOL 2013/335 EAST BROAD STREET XIT PAVING & CONSTRUCTION, INC GONE FLASHER 3934 S. HIGHWAY 287 WAXAHACHIE, TEXAS 75165 5 109,100.00 TRAFFIC SIGNAL INSTALL 20131336 SH 289 REBCON, INC 1868 W NORTHWEST HWY DALLAS, TEXAS 75220 5 120,000.00 TRAFFIC SIGNAL INSTALL 2013/337 FM 3029 TXDOT - TARRANT 2510 SW LOOP 820 FT WORTH, TEXAS 76133 5 136,900 00 TRAFFIC SIGNAL INSTALL 2013/338 INDEPENCE PKWY AT KELMSCOT CITY OF FRISCO DRIVE 6101 FRISCO SQUARE BLVD 3RD FLOOR EAST FRISCO, TEXAS 75034 S 102,650.00 2011 INTERSECTION 2013/340 VARIOUS LOCATIONS MCCLENDON CONSTRUCTION CAPACITY IMPROVEMENT PO BOX 999 BURLESON, TEXAS 76097 m EXHIBIT 1 AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, THAT WE Durable Specialties, Inc. P.O. Box 535969 Grand Prairie TX 75050 as Principal, hereinafter called the Principal, and Great American Insurance Company 301 East Fourth Street Cincinnati OH 45202 a corporation duly organized under the laws of the State of OH as Surety, hereinafter called the Surety, are held and firmly bound unto City of Denton, TX TX as Obligee, hereinafter called the Obligee, in the sum of Five Percent of the Greatest AnioG Nnt Bid Dollars ($ 5% GAB ), for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. _ n WHEREAS, the Principal has submitted a bid for RFP 5442/ Intersection Traffic Control Construction NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and materials furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 6th day of February 2014 Durable Specialties Inc, (F) ' i .t�sairance Com a .M 0n)ey na a aew& Jack M. Crowley �. ..y ...._.. .. --- AIA DOCUMENT A310 • • FEBRUART 1970 ED. • THE AMERICAN INSTITUTE Of .,t "rI1TEC . , 3:, N.Y. AYE., N.W., WASIIINGTON, D.C. 20006 84 (Ptde ) 0-00) S 1029AR (;?/11) EXHIBIT I Exhibit "F" GREAT AMERICAN INSURANCE COMPANY@ Ad I Tie number of persons authorized by fl -tis power of attorney is not mom than FOUR ffr$W10*Q%( POWER OFA EY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below, each individually if more than one is named, its true and lawful attorney-in-fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Name Address Limit of Power JACK M. CROWLEY ALL OF ALL STEVEN R. FOSTER ADDISON, $75,000,000.00 PATRICIA A. SMITH TEXAS MARIE PERRYMAN This Power of Attorney revokes all previous powers issued in behalf of the attomey(s)-in -fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate officers and its corporate sea] hereunto affixed this 216t day of, JULY, 2011. Attest • yj STATE OF OHIO, COUNTY OF HAMILTON - ss: DAVID C KITCMN (513-412-4602) On this 21" day of JULY, 2011, before me personally appeared DAVID C. KITCHIN, to me known, being duly swum, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument; that he knows the sea] of the said Company; that the sea] affixed to the said instrument is such corporate seal; that it was so affixed by authority of his office under the By -Laws of said Company, and that he signed his name thereto by like authority. WIN 1, G1101111M NOTARY PUBLIC, STATE OF OHIO MY COMMISSION EXPIRES 02-20-16 This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated June 9, 2008. RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys -in -Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof- to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seat and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract of suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature ofsuch officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. NX-fiff 00�1� 1, STEPHEN C. BERAHA, Assistant Secretary of Great American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of June 9, 2008 have not been revoked and are now in full force and effect. Signed and sealed this 6th day of February 1 2014 85 EXHIBIT 1 Exhibit "F" Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com For Construction of Tra ic'Control Intersections for the City of Denton Issue Date: January 31, 2014 Response due Date and Time (Central Time): Thursday, February 6, 2014, 2:00 p.m. 86 EXHIBIT 1 RFP # 5442 ADDENDUM # 1 Addendum # 1 to be returned with Proposal The following are changes to the specifications: NO OTHER CHANGES AT THIS TIME. This form should be signed and returned with your proposal, Name:a I;C k G t Signature: Company: L)r . D Title: V l ee - Pres h d, Date: / 87 Exhibit "F" EXHIBIT I CITY • DENTON Exhibit "F" CONSTRUCTION • TRAFFIC INTERSECTIONS ATTACHMENT C WUSINESS OVERVIEW QUESTIONNAIRE 1. Contractor Name : Durable Specialties, Inc. 2. Address (Principle Place of Business: 2302 Paddock Way Dr., Grand Prairie, TX 75050 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes, in the State of Texas 4. Tax Payer ID#: 75-1963459 5. Email Address of Primary contact: Pati,ick4i,durablespecialties.com 9-1VOTRITRZ-FEWITIT M-ANINW51 7. Telephone: 972-296-6324 8. Fax: 972-780-7411 9. Other Locations: N/A 10. Organization Class: Corporation 11. Date Established: 3 Line 15, 1984 12. Former Business Name: N/A 13. Date of Dissolution: N/A 14. Subsidiary of: N/A 15. Historically Underutilized Business: No 16. Principals and Officers: See attached sheet Please detail responsibilities with the name of each principal or officer. 17. Key Personnel and Responsibilities: See attached sheet Please detail responsibilities with the name of each key personnel. Page 92 of RFP # 5442 88 EXHIBIT I Exhibit "F" -1-MRABLE SPECIALTIES, INC. !I III gg;;yp 11111 lipligill, February 6`h 2014 ContractorName & Address: Durable Specialties., Inc. PO Box 535969 Grand Prairie, Texas 75030 Key Personnel: Jeff Bryan., Owner 38 years experience in traffic signalization construction 29 years as owner of the company Zeferino Luna, Superintendent 29 years experience in traffic signalization construction 29 years with the company Kevin Holter, Superintendent 20 years experience in traffic signalization construction 19 years with the company Durable Specialties has constructed traffic signalization projects for 29 years with in- house crews. We have done about 1,200 traffic signalization projects with our in-house crews and in the last three years we have done about 150 traffic signalization projects. Safety Record: All or our traffic signal projects were completed, turned on and passed t] required 3 )0 day test period without any safety problerns. M EXHIBIT 1 CITY OF DENTON Exhibit "F11 f�OVSTI'UCTION OF TRAFFICINTERSECTIONS 18. Number of Personnel by Discipline: 19. Discipline Number of Staff # Licensed or Certified 20. Services Provided by Firm: Please provide a detailed listing of all services that your company provides. Please detail your prior experience working on similar projects with Texas governmental entities. Please detail your similar services provided over the past two (2) years. Detail documented proof of at least three (3) projects in the past two (2) years. Please detail these services, including, the nature of the services provided, and the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. 21. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No. 22. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. 23. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 24. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No. 25. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? leve l&jp°Mv 1ug_-M 26. Please indicate the total number of projects your Firm has undertaken within the last five years? 27. Insurance Information a. Name of Insurance Carrier: Continental Casualty ins. Co. b. Agent Name: Frank Siddons c. Address of Agency: 2900 Marquita Drive d. City/State: tort Worth, TX 76116 e. Phone Number: 817-737-4943 f. Email address of Agent: hgravenor@fisifw.com Page 93 of RFP # 5442 90 EXHIBIT I CITY OF DENTON Exhibit 'IF" CONSTRUCTION OF TRAFFIC INTERSECTIONS 29. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the i.ilalme, addr6gs�;,and_phone twinber of - a. Proposing firms principle place of business: 2302 Paddock Way Dr., Grand Prairie, TX 75050 b. Company's majority owner principle place of business: 2302 Paddock Way Dr.., Grand Prairie, TX 75050 c. Ultimate Parent Company's principle place of business: 2302 Paddock lVay—Dr Grand Prairie, TX 75050 EXHIBIT 1 CITY OF DENTON . Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT E SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding bids on City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a bidder prior to awarding bids on City contracts. The definition and criteria for determining the safety record of a bidder for this consideration shall be: The City of Denton shall consider the safety record of the bidders in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the bidder for violations of OSHA regulations within the past three (3) years. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the bidder and his or her ability to perform the services or goods required by the bid documents in a safe environment, both for the workers and other employees of bidder and the citizens of the City of Denton. In order to obtain proper information from bidders so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that bidders answer the following three (3) questions and submit them with their bids: Page 102 of RFP # 5442 92 EXHIBIT 1 CITY OF DENTON Exhibit "F" CONSTRUCTION OF TRAFFIC INTERSECTIONS Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES, .—._................. -.__..... ..m NO„,....... X If the bidder has indicated YES for question number one above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. QUESTION TWO Has the bidder, or the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES ..... _._-...... .... NO, ---X If the bidder has indicated YES for question number two above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. 4 t JFS'I'lON Tllll!Y I. Has the bidder, or the firm, corporation, partnership, or institution represented by bidder, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES.....................__..... --- — NO....... X -----.. If the bidder has indicated YES for question number three above, the bidder must provide to City of Denton, with its bid submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. Pa.ge 103 of RFP # 5442 93 EXHIBIT I Exhibit "F" DURABLE SPECIALTIES, INC. P.O. BOX 535969 -GRAND PRAIRIE, TX 75053-5969 -PHONE 1-972-296-6324 -FAX 1-972-7130-7411 DURABLE SPECIALTIES, INC, REFERENCES CITY OF FT WORTH CITY OF FRISCO 5001 JAMES AVE , #301 6990 MAIN STREET FT. WORTH, TEXAS 76115 FRISCO, TEXAS 75034 ATTN: MARK MATHIS-ENGINEER, KEN BROGK-INSPECTOR ATTN: BRIAN MOEN-ENGINEER, TRACY NICHOLS-1 N SPECTOR 817-392-7974 OFC 972-335-5586 OFC 817-392-2533 FAX 972-731-4945 FAX CITY OF ALLEN 305 CENTURY PARKWAY ALLEN, TEXAS 75013 ATTN: DAVID WHITEHEAD -ENGINEER, MIKE KEALY-INSPECTOR 214-509-4580 OFC 214-509-4590 FAX TXDOT DALLAS PO BOX 133067 DALLAS, TEXAS 75313-3067 ATTN: CHRIS BLAIN -ENGINEER, GREG PERKINS-INSPECTOR 214-320-6100 OFC 214-320-4492 FAX CITY OF DENTON 801 TEXAS ST. DENTON, TEXAS 76209 ATTN: SCOTT WILSON 940-349-8491 OFC 940-349-7307 FAX CITY OF DUNCANVILLE 330 SHADY TRAIL DUNCANVILLE, TEXAS 75138 STEVE MILLER -ENGINEER, JOHN BORCHARDT-INSPECTOR 972-780-5059 OFC 972-780-6461 FAX CITY OF DALLAS 1500 MARILLA STREET DALLAS, TEXAS 75201 STEVE CHERRYHOLMES-ENGINEER, JOHN THOMPSON-ENGINEER 214-670-3113 OFC 214-670-3292 FAX CITY OF MESQUITE 1515 NORTH GALLOWAY AVENUE MESQUITE, TEXAS 75185 SRINI MANDAYAM-ENGINEER, FRANK CANTRELL-INSPECTOR 972-216-6357 OFC 972-216-6360 FAX CITY OF GRAND PRAIRIE 206 CHURCH ST GRAND PRAIRIE, TEXAS 75053 ATTN: SHOLEH KARIMI-ENGINEER 972-237-8053 OFC 972-237-8116 FAX CITY OF MCKINNEY 1550 S. COLLEGE MCKINNEY, TEXAS 75070 ATTN: SCOTTY STEWART 972-547-7350 OFC 972-548-1052 FAX CITY OF UNIVERSITY PARK 2525 UNIVERSITY BLVD UNIVERSITY 1PARK, TEXAS 75000 ATTN: RANDY BROWN 214-363-1644 OFC 214-987-5438 FAX PETER JOYCE -INSPECTOR CITY OF DESOTO 809 WEST SPINNER ROAD DESOTO, TEXAS 75115 MATT MISER -SUPERVISOR, BRAD RUSSELL -INSPECTOR 972-230-5714 OFC 972-223-9518 FAX TOWN OF ADDISON 16801 WEST GROVE DRIVE ADDISON, TEXAS 75001 ROBIN JONES -ENGINEER, BRANDON GRAHAM -INSPECTOR 972-450-2871 OFC 972-450-2837 FAX CITY OF MANSFIELD 1200 EAST BROAD STREET MANSFIELD, TEXAS 76063 DAVID BOSKI-ENGINEER 817-276-4208 OFC 817-477-1416 FAX EXHIBIT Exhibit "F" CITY OF DENTON CONSTRUCTION OF TRAFFIC INTERSECTIONS ATTACHMENT J The undersigned agrees this Proposal becomes the property nythe City ofDenton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings and other documents; the local conditions under which the work iomhnperformed; satisfied himself of the conditions ofdelivery, handling and storage of materials and equipment; and all other matters that will he required for the work before submitting a proposui In submitting a proposal the undersigned further understands that the work required is to provide construction of the project that functions oadescribed in the specification. The undersigned understands that all requirements o[the construction may not budescribed in every detail and agrees to provide labor, tools, material and equipment necessary wcomplete all construction tomake the fence functional axdescribed inthe opocifioatinnand drawings before ouhmiuin8oproposal. The undersigned agrees, i[this proposal iuaccepted, mfurnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period /or acceptance of this Proposal will boninety (AO)calendar days unless udifferent period iunoted. The undersigned offinno that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Proposer, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this Despondent hereby assigns mthe City any and all claims for overcharges associated with this contract which arise under the antitrust laws ofthe United States, |SUSCASection let seq.,and which arise under the antitrust laws ofthe State uf Texas, Tex. Bus. & Com. Code, Section \5.Ol,e���. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted onthe website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be moponoi6|o for monitoring the City of Denton Purchasing VVchdtc at: to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. I certify that l have made no willful misrepresentations in this Proposal Submission, nor have | withheld infbnnudou in my statements and onnvvom to questions. ( am uvvurx that the information given by mo in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may ouuoo my proposal to be rejected. Acknowledge receipt offollowing addenda tothe propooaL Addendum No ) Dated keooived____ Addendum 0o2 Dated Rconivnd_____________ Addendum Nn3 Dated Received NAME AND ADDRESS OF COMPANY; ANT"ORl T)/ h J b ' Signature oy Date --'--------' IL �am� ��� ���� Title Vie e -Pt,.5'r ToiNn Fax No. Cmoi Page 113 of RFP # 5442 95 EXHIBIT 1 Exhibit "F" Respondent'sDurable The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. EST. ItemANNUAL Product Description Description 2 QTY uom Unit Price Extended Price 1 840 LF Trench 2" PVC Schedule 80 Furnish and Install $ 10.00 $ 8,400.00 2 1,700 LF Trench 2" PVC Schedule 40 Furnish and Install $ 9.00 $ 15,300.00 3 900 LF Trench 3" PVC Schedule 40 Furnish and Install 1$ 11.00 $ 9,900.00 4 1,820 LF Trench 4" PVC Schedule 40 Furnish and Install $ 10.00 $ 18,200.00 5 460 LF Trench 6" PVC Schedule 40 Furnish and Install $ 17.00 $ 7,820.00 6 600 LF Directional bore 2" PVC Schedule 80 Fumish and Install $ 21.00 $ 12.600.00 7 600 LF Directional bore 2" PVC Schedule 40 Furnish and Install $ 20.00 $ 12,000.00 8 1,650 LF Directional bore 3" PVC Schedule 40 Furnish and Install $ 20.00 $ 33,000.00 9 1,650 LF Directional bore 4" PVC Schedule 40 Furnish and Install $ 21.00 $ 34,650.00 10 500 LF Directional bore 6" PVC Schedule 40 Fumish and Install $ 30.00 $ 15,000.00 11 160 LF Rigid Metallic Cond�ITuit RM ( ) 1" Furnish and Install $ 12.00 $ 1,920.00 12 160 LF 'Rigid Metallic Conduit (RM) 1.5" Famish and Install $ 14.00 $ 2,240.00 13 ........... 210 LF Rigid Metallic Conduit (RM) 2" Furnish and Install $ 15.00 $ 3,150.00 14 320 LF Rigid Metallic Conduit (RM) 3" Furnish and Install $ 23.00 $ 7,360.00 15 320 LF Rigid Metallic Conduit (RM) 4" Fumish and Install $ 25.00 $ 8.000.00 16 24 EA ,Rigid Metallic Conduit (RM) various sizes on timber poles wm Remove mm..... $ 100.00 $ 2,400.00 17 12 EA Ground box Type B with apron Fumish sh and install $ 780.00 $ 9,360.00 18 12 EA Ground box (cite supplied box only) Type B with apron Furnish and Install $ 600.00 $ 7.200.00 19 40 EA Ground box Type D with apron Furnish and Install $ 800.00 $ 32,000.00 20 40 EA iGround box (cil, sss 7 hcd base only) Type D with apron _ { I �..: D YP p Furnish and Install � $ 60 0.00 $ 24,000.00 21 48 EA 'Ground box with apron Remove $ 100.00 $ 4.800.00 Tra lc signs cabinet wt tertnmattons pa mounted)no 22 4 EA concrete or base Install $ 7.500.00 $ 30,000_.00 ,1'rra tc sii" ignal cabinet breikaway ase an concrete pa 23 10 EA f8'x9'x6") Fumish and Install $ 2,400.00 $ 24,000.00 24 3 EA Traffic signal cabinet concrete pad (8'x9'x6") Fumish and Install $ 2.100.00 $ 6,300.00 25 4 EA Traffic sinalcabinet ad mounted with base Remove $ 500.00 $ 2„000.00 26 4 EA Traffic signal cabinet (pad mounted) with base and concrete pad Remove $ 900.00 $ 3.600.00 27 3 EA Traffic sicnal cabinet concrete Dad Remove $ 400.00 $ 1,200.00 _ _� _ Battery backup tett (BB extemai ca"6met on tra sc signs . .._..... 28 10 EA cabinetInstall $ 600.00 $ 6.000.00 service withterminations pa mounte j no 29 2 i EA concrete Dada Install $ 2,000.00 $ 4,000.00 Meter pe este service wt terminations pa mounte ) wf 30 10 EA concrete pad m 1 Furnish and Instal $ 5,000.00 $ 50,000.00 96 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this formal. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years — 30 intersections for the total estimated amount. ESLANNUAL LItern Product Description Description 2 QTY UOM Unit Price Extended Price 31 2 EA Meter pedestal service concrete pad Furnish and Install $ 900.00 $ 1.�800.00 32 4 EA Meter pedestal electrical service and concrete pad Remove $ 500.00 $ 2,000.00 33 4 service, overhead Remove $ 500.00 $ 2,000.00 34 320 rEAElectrical 24-A Sianal pole foundation with around rod. Class C concrete Furnish and Install $ 175.00 $ 56,000.00 35 48 30-A Sianal pole foundation with around rod, Class C concrete Furnish and Install $ 200.00 $ 9.600.00 36 52 LF 36-A Signal pole foundation with around rod, Class C concrete Furnish and Install $ 225.00 $ 11,700.00 37 72 LF 42-A Signal nole foundation with ground rod.. Class C concrete Furnish and Install $ 245.00 $ 17,640.00 38 528 LF 48-A Signal pole foundation with around rod, Class C concrete Furnish and Install $ 275.00 $ 145.200.00 39 12 EA Signal pole foundation (18" below ground minumum) Remove $ 500.00 $ 6,000.00 40 l6 EA I 50'-65' $ 1,800.00 $28,800.00 .—. with Tong Mast Arm (Assemhl� mast � L41 4 T A rm or ILS a42 Install $ 900.00 $1600*.00tall 6 EA TonL, Mast Arm Pole Install $ 900.00 $43 6 EA Lean, Mast Arm 50'-65' Install $ 900.00 $44 8 EA Long M x t Ann (Assembi ) with 50'-65' mast arm Remove $ 1.100.00 $ st Arm Remove 900.00 46 8 EA sembIN-) with 36'-48' mast Sri Mast An- s nstall� $ 1,200.00 6 $ 600.00 Single `hist Ari, (Assembly) with 36-48" mast arm, no 47 1 4 EA lununaire or ILSN arm Install $ 650.00 $ 2,600.00 48 4 EA Sim -le Mast Arm Pole (for a 36-48' a ) Install $ 650.00 $ 2,600.00 49 4 EA ,Siiioc Mast Arm 36-48' Install $ 650.00 $ 2,600.00 50 8 EA _-A Sinalc Mast Arne (Assembly) with a 36-48' mast arm Remove $ 900.00 $ 7,200.00 51 8 EA Sim:lc. Mast Arm 36'-48' Remove $ 450.00 $ 3,600.00 52 EA Sinale Mast Arm (Assembl. i with 20'-32' mast arm Install $ 1,100.00 $ 2,200.00 Single Mast Arm (Assembl}) with 20'-32' mast arm, no 53 2 EA luminaire or ILSN arm Install $ 1,100.00 $ 2,200.00 54 2 EA Sint -11C Mast Arm Pole (for a 20'-32' ) Install $ 550.00 $ 1.100.00 55 2 EA Sin,0c Ma.;t Arm 20'-32' Install $ 550.00 $ 1,100.00 56 4 EA Si.h. « I ai ,sn d %,r,,o of rd,) with a 20'-32' mast arm Remove $ 500.00 $ 2,000.00 57 4 EA i Single fvt,rst .Arm 20"-32' Remove ._.� $ 500.00 $ 2,000.00 58 4 EA Strain Pole (Assembly), 34' Install $ 800.00 $ 3.200.00 59 _ 2 EA Strain Pole (Assembly), 34', no luminaire or ILSN arms Install $ 800.00 $ 1,600.00 60 4 EA Strain Pole (Asscmhld) Remove $ 400.00 $ 1,600.00 WE EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corry,,sponcis to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. 98 EST. Item ANNUAL ' Product Description Description 2 QTY UOM Unit Price Extended Price 61 16 EA Luminaire Arm 8-10' Install $ 150.00 $ 2,400.00 62 24 EA Luminaire Arm 25' Install $ 200.00 $ 4,800.00 63 40 EA ILSN Arm T-9' Install $ 100.00 $ 4,000.00 64 4 EA �EA Luminaire Arm Remove $ 50.00 $ 200.00 65 4 ',ILSN Arm Remove $ 50.00 $ 200.00 66 12 EA 50'. Class 1 timber Dole Install $ 775.00 $ 9,300.00 67 2 EA 50', Class 1 timber Dole Furnish and Install $ 1,800.00 $ 3,600.00 68 4 EA 50', Class 1, timber pole assembly, one anchor design Furnish and Install $ 2,100.00 $ 8,400.00 69 16 EA 50'. Class 1, timber Dole assembly, two anchor designFurnish _ and Install $ 2,400.00 $ 38,400.00 70 8 EA ,Timber Dole anchor assembly Furnish and Install $ 275.00 $ 2.200.00 71 4 EA ''timber Dole (entire Dole) Remove $ 375.00 $ 1,500.00 72 4 EA Timber Dole (18" below ground) Remove $ 375.00 $ 1,500.00 73 8 EA 5 -section signal head assembly Install $ 700.00 $ 5,600.00 74 20 EA 5 -section (cluster) signal head assembly Install $ 700.00 $ _ 14000.00 75 36 EA 4 -section signal head assemblv Install $ 575.00 $ 20,700.00 76 72 EA '3 -section signal head assembly Install $ 450.00 $ 32.400.00 77 8 EA 5 -section (city snnnlied) signal head (Dole mounted) Furnish and Install $ 850.00 $ 6,800.00 78 20 EA n wa.tvp:iort (cluster 6 i alk �Pu r 11jcLd I s�t nal head Dle mDupt� til' . ��L1 Furnish and Install $ 950.00 $ 19,000.00 79 64 EA 4 -section (city supplied) signal head (pole mounted) Furnish and Install $ 750.00 $ 48,000.00 80 72 EA 3 -section feit� surnilicdI signal head (Dole mounted) Furnish and Install $ 650.00 $ 46.800.00 81 8 EA ''5 -section (ci(v sup)lied) signal head (span mounted) Furnish and Install $ 1,100.00 $ 8,800.00 82 8 EA 5 -section (cluster) (ci(y supplied) signal head (span mounted) Furnish and Install $ 1,100.00 $ 8,800.00 83 _. 16 EA 4 -section (city sunnIiedI signal head (spanmounted) Furnish and Install $ 1,000.00 $ 16,000.00 8. 4 48 EA 3 -section (city supplied) signal head (span mounted) Furnish and Install $ 850.00 $ 40,800.00 8548 . _ ........ . EA Signal head assembly Remove $ 150.00 $ 7,200.00 86 20 EA 'Reeulatory Bien Install $ 70.00 $ 1,400.00 7 48 EA I Regulatory sign (citN supplied) (Dole mounted) Furnish and Install $ 100.00 $4.800.00 88 36 kEA Regulatory sign(cr(�� aunplicd) (spanmounted) Furnish and Install $ 235.00 $ 8,460.00 89 4 Street name sign Install $ 140.00 $ 560.00 90 4 EA Street name sign (cinv supplied) (pole mounted) Furnish and Install mmmITIT m$ 200.00 $ITIT mmITITITmmm 800.-00 91 4 EA 'Street name sign (city supplied) (span mounted) Furnish and Install $ 300.00 $ 1,200.00 92 . 24 EA Sign (Reeulatory/Street name) �. Remove $ 70.00 $ 1.680.00 93 40 EA ILSN Sign 6' Install 1 $ 300.00 1 $ 12,000.00 98 EXHIBIT I Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly cot -responds to the specifications. The contractor shall not make changes to this format Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. 99 ES 1, itern ANNUAL Product Description Description 2 J QTY UOM Unit Price Extended Price 94 12 EA ILSN Sign 6' Remove $ 200.00 2.400.00 95 40 EA Luminaire head Install $ 70.00 2.800.00 96 4 EA Luminaire head Remove $ 70.00 280.00 97 40 EA Wind dampener (cii\ -SLIP111 ied sign) for mastarm ........ . . .... . Fumish and Install $ 250.00 $ 10.000.00 98 4 EA Wind damnener for mast arm Remove $ 70.00 $ 280.00 99 8 EA VIVIDS (video detection camera) Install $ 250.00 $ 2.000.00 100 12 EA Pan/Tilt/Zoom camera (PTZ) Install $ 250.00 $ 3,000.00 101 20 EA Advance radar detection Install $ 350.00 $ 7.000.00 102 40 EA Presence radar detection Install $ 350.00 $ 14.000.00 103 20 EA Opticom detector Install $ 200.00 $ 4,000.00 104 10 EA Wireless radio with antenna(s) Install $ 200.00 $ 2.000.00 105 2 EA Spread Spectrum Radio (SSR) antenna Install $ 125.00 $ 250.00 106 12 EA VIVIDS (video detection camera) Remove $ 125.00-1.$ 1,500.00 107 4 EA Pan/Tilt/Zoom camera (PTZ) Remove $ 125.00 $ 500.00 108 4 EA Advance radar detection Remove $ 125.00 $ 500.00 109 8 EA Presence radar detection Remove $ 125.00 $ 1,000.00 110 8 EA Opticom detector Remove $ 125.00 $ 1.000.00 111 4 EA Wireless radio with anlcind-Ls)- Remove $ 125.00 500.00 112 4 EA Spread Spectrum Radio (SSR) antenna Remove $ 60.00 $ 240.00 113 2 1 EA Roadside flasher beacon assembly (solar powered)Install $ 2,500.00 $ 5,000.00 114 2 EA Roadside flasher beacon a sctrrirl Remove $ 650.00 $ 1.300.00 115 48 EA Pedestrian head with LED insert on metal vole Install $ 255.00 $ 12,240.00 116 32 EA Pedestrian head with LED insert on timber pole Install $ 500.00 $ 16,000.00 117 48 EA Pedestrian button station assembly on metal Dole Install . $ 70.00 . ....... . . ......... $ 3.360.00 118 32 EA Pedestrian button station assembly on timber vole Install $ 125.00 $ 4.000.00 119 24 EA Pedestrian push button vole assembly Install $ 375.00 $ 9,000.00 120 36 EA Pedestrian push button pole assembly with 4' pole Furnish and Install $ 725.00 $ 26,100.00 121 12 EA Pcdestrian jxWi button jx)lc Furnish and Install . . . $ 1,200.00 ....... ....... $ 14.400.00 122 24 EA Pedestrian head Remove $ 125.00 $ 3.000.00 123 24 EA Pedestrain button station Remove $ 60.00 $ 1,440.00 124 8 EA Pedestrain push button pole assembly Remove $ 255.00 1 $ 2,040.00 125 600 LF Zine -coat steel %vire strand (3/16 in) Furnish and install ........... $ 2.00 $ 1.200.00 126 1,600 [TF zin-coat steel wire strand (1/4 . ......... Furnish and install $ 2.00 $ 3.200.00, 99 EXHIBIT 1 Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years - 30 intersections for the total estimated amount. EST. Item 'ANNUALProduct Description Description 2 QTY UOM .......... _...... Unit Price. Extended Price 127 600 LF ,Zinc -coat steel wire strand (5/16 in) ish and install Furnish 2 .00 $ 1,200.00 128 6,800 LF 'Zinc -coal steel wire strand (3/8 in) Furnish and install $ 2.00 $ 13,600.00 129 1,200 LF Zinc -coat steel wire strand Remove $ 1.00 $ 1.200.00 130 2 EA Entire mast arm pole intersection, 3 Dole design 1 Remove $ 2,100.00 $ 4,200.00 131 2 EA Entire mast arm Dole intersection. 4 Dole design Remove $ 2,700.00 $ 5,400.00 132 1 EA Entire timber Dole intersection, 3 Dole design Remove $ 1,390.00 $ 1.390.00 133 2 EA Entire timber Dole intersection, 4 Dole design Remove $ 1.800.00 $ 3,600.00 134 14,200 LF Traffic Signal Cable (Type A) 14 AWG (7 conductor) Furnish and Install $ 1.00 $ 14,200.00 135 400 LF Traffic Signal Cable (Type A) 14 AWG (9 conductor) Furnish and Install $ 1.00 $ 400.00 136 400 LF Traffic Signal Cable (Type A) 14 AWG (10 conductor) Furnish and Install $ 2.00 1 $ 800.00 137 4,800 LF Traffic Siena] Cable (Tvne A) 14 AWG (21 conductor) Furnish and Install $ 3.00 $ 14,400.00 138 4,800 LF Traffic Signal Cable (Tvne A) 14 AWG (25 conductor) _ Furnish and Install $ 3.50 $ 16,800.00 139 300 LF Traffic Signal Cable (Type C) 12 AWG (2 conductor) Furnish and Install $ 1.001.$- 300.00 140 300 LF Traffic Signal Cable (Type C) 14 AWG (2 conductor) Furnish and Install $ 1.00 $ 300.00 141 300 LF Traffic Signal Cable (TvDe C) 18 AWG (2 conductor) Furnish and Install $ 1.00 $ 300.00 142 950 LF Electric conductor stranded (No. 4 AWG) insulated Furnish and Install $ 2.00 1 $ 1,900.00 143 200 LF Electric conductor stranded (No. 4 AWG) bare Furnish and Install $ 2.00 $ 400.00 144 600 LF Electric_ conductor stranded (No. 6 AWG) insulatedFurnish _ and Install $ 1.00 $ 600.00 145 200 LF Electric conductor stranded (No. 6 AWG) bare Furnish and Install i $ 1.00 $ 200.00 146 200 LF Electric conductor solid (No. 6 AWG) bare Furnish and Install $ 1.00 $ 200.00 147 325 LF Electric conductor stranded (No. 8 AWS insulated ( Install Furnish and I $ 1.00 $ 325.00 148 ..-...® 125 ..... -... LF Electric conductor stranded (No. 8 AWG) bare Furnish and Install $ 1.00 $ 125.00 149 4,600 LF Tray Cable 12 AWG (3 conductor) Furnish and Install $ 1.00 $ 4,600.00 150 .....�... 4,600 ..... .,. LF Tray Cable 14 AWG (3 conductor) ..........-X16.................................w............... .......... ...,,,..........�,�...--...... Furnish and Install .,..w..,,.. .............,�.„.�.��....__ .............. $ 1.00 .....W....... $ 4,600.00 ......�..... 151 720 LF Tray Cable 16 AWG (3 conductor) Furnish and Install $ 1.00 $ 720.00 152 450 LF Tray Cable 12 AWG (4 conductor) Furnish and Install $ 1.00 1 $ 450.00 153 320 LF Tray Cable 14 AWG (4 conductor) Furnish and Install $ 1.00 $ 320.00 GTT Opticom System Cable 20 AWG (3 conductor) black 154 2,400 LF sheilded Furnish and Install $ 1.00 $ 2,400.00 155 1,000 LF 113elden 7919A Cat 5E black sheilded or equal- Furnish and Install $ 3.50 $ 3,500.00 156 1,500 LF Multicondutor cable (1/4" O.D. and smaller) Install $ 1.00 $ 1,500.00 157 1,800 LF Multicondutor cable (5/16 "- 3/8" O.D.) Install $ 1.00 $ 1,800.00 158 1,200 LF Multicondutor cable (7/16" - 5/8" O.D.) Install $ 1.50 $ 1,800.00 159 1,200 LF Multicondutor cable (11/16" -7/8" O.D.) Install $ 1.50 $ 1,800.00 100 EXHIBIT I Exhibit "F" Respondent's Name: Durable Specialties, Inc. RFP 5442 - Pricing Sheet for CONSTRUCTION OF TRAFFIC CONTROL INTERSECTIONS The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing: We are estimatling on 10 intersections a year for 3 years —30 intersections for the total estimated amount. Item ANNUAL Services Product Description Description 2 Item uom Product Description I QTY Uom 164 HOUTIY Unit Price Extended Price 160 1,500 LF Single ormulticondutor cable (1/4" O.D. and smaller) Remove $ 0.50 750.00 161 .......... 1,500 LF Single ormulticondutor cable (5/16 "- 3/8" O.D.) Remove $ 0.50-.-$ 750.00 162 1,500 LF Nin f,lc or multi condutor cable (,7116" - 5/8" O.D.) Remove $ 0.50 $ 750.00 :16:3U;5HLLFLoi ),L multicondutor cable fl 1/16" -7/8" (L.L Remove 050 $ , 750.00 Mobilization (Smaller projects) not to exceed 15'1„ 10 168 Total Cost of Products (Annual) Additional Services Item uom Product Description Description 2 Unit Price 164 HOUTIY Contractor Services Price Per Hour with Aerial Truck I chis includes aerial & ground services 9200.00 This m.kidts aerial, ground, and span 165 Hood Contractor Services Price Per Hour for span wire intersections pole installation/removal services. S400.00 This includes aerial, ground, and mast 166 J lourly Contractor Services Price Per Hour for mast arm pole intersections arm pole installation/removal services. S400.00 Percent of total purchase order amount 167 % Mobilization (Smaller projects) not to exceed 15'1„ 10 168 Ea Mobilization net Intersection For complete intersection builds �a $2,500.00 '4 Tc =1�et 11 j9Tmjt �50-t-ac—j Cm can swarf sitp,ial project in Denton Oer no6cc N, 169 Days Timeline to start Project through apulCINO;e ovdul so Elo [.—— Emergency response for a contractor to hs Emergency Project Arrival time to start repair/replace signals in Denton 4 101 EXHIBIT 1 Exhibit "" RFP #5442 Addendum # 1 All materials shall be of the latest City of Denton / TXDOT specifications with their corresponding item codes Install items shall be with city supplied materials unless otherwise noted on line item Furnish and install items shall be with contractor supplied materials unless otherwise noted on line item All bid line item installations shall be completed with terminations and fully operational after installation Ground box, signal cabinet pad, and meter pedestal pad installations shall include conduit stub ups and tie-ins with bell ends at the end of each conduit. Traffic signal cabinet base shall be Armorcast A6001848X24TXDT or a predetermined city approved equal. Meter pedestal service shall be Electrol systems, TXDOT standard green powder coated aluminum type D pedestal, TYD 120/240 070 (NS)AL(E)PS(U): 1-50a/1p for traffic signal, 2- 20a/1p for lighting, 1-15a/1p for control circuit, interior photo cell with windows, 30 amp lighting contactor, and HOA selector switch. All mast arm or timber pole assemblies shall include pickup and delivery from and to job site in Denton unless contractor supplied. Timber poles shall be creosote -treated southern yellow pine and shall be set using approved expanding foam method. Furnish and Install timber pole assemblies include a one or two anchor design, and in each case, shall contain all connecting hardware for each strand wire support and each pole anchor guy. Some installations may include a guy spreader. Timber pole anchors shall be set using Class C concrete and contain all guy cable and connecting hardware from anchor to timber pole. Pedestrian head installations on timber poles shall include a NEMA type 311 junction box with a liquid tight conduit to each pedestrian head and associated mounting hardware. Pedestrian push button station installations on timber poles shall include a liquid tight conduit to pedestrian head junction box with associated mounting hardware. Pedestrian push button pole assembly furnish and installs shall contain Pelco parts consisting of 1 EA: PB -5335 -GL -PNC, P13-5306, P13-5325, 1313-5401, AND PB -5100 M `[1i'a EXHIBIT 1 Exhibit "F" RFP #5442 Addendum #1 GENERAL NOTES FOR BID LINE ITEMS: Rigid metallic (RM) conduit shall contain appropriate weather head and mounting hardware. Salvage existing traffic signals and equipment as shown on plans and as directed by the City of Denton. Removal of each intersection shall include all above and below ground traffic signal related items except for electrical services. Conduit stub ups and concrete foundations must be removed 18" below ground and then can be abandoned. ADA ramps and pavement markings are excluded. Wind dampener (dampening plate) only will be supplied by the city; all other mounting hardware shall be provided and installed by the contractor. Traffic signal pole foundation anchor bolts will be supplied by the city at time of foundation installation. Long and single mast arm assemblies will contain a vertical pole assembly, a mast arm, a luminaire arm, an ILSN arm, and an anchor bolt base cover. Strain pole assemblies will contain the vertical pole, a luminaire arm, an ILSN arm, and an anchor bolt base cover. Install signal head items shall include labor only for a complete assembly using LEDs, visors, backplates, and mounting hardware. Furnish and Install signal head items shall include labor only except for contractor supplied Pelco AS-0125/AS-0138 signal head mounting hardware for pole mount or SP-3058-TX-ALO/AS- 0138 signal head mounting hardware for span mount. Furnish and Install Regulatory and Street name sign items shall be a city supplied sign and line item cost will only include the sign's mounting hardware and labor. Timeline to complete each workorder, after notice to proceed through a purchase order, will be 30 working days for a 4 pole intersection, and 45 days for a 6 pole intersection. City supplied materials to signal contractor that will need to be programmed for signal operation, will be the responsibility of the City of Denton. Installation/mounting and mounting adjustments of such items will be a pay item to the signal contractor. 12 103 EXHIBIT I FOR RIMMI A Qr()2 To be filed by Corporations, Limited Liability Companies (LLC) rind Financial Institutions wr ri V 9, 11130) This report MUST be signed and filed to satisfy franchise tax requirements Y u Trade 13196 Franchise N Tax payer number M flupon year You have certain rights under Chapter 552 and 559, Government Code .15 910 toreview, request, and correct information wehove on file about you , 9 6j'— 4 T 138 7 or (5 12) 463-4600. -T—� F—� . ..... . ................... . ........ .. ................. . . . . . ..... 1'1iu<payN name DURABLE SPECIALTIES,INC. .... . ....... . Contact us at ffitY)) 252 iVta�ihng add—resi . ................. — ------ ecretary of State (Sb-5Tfi-1e �6ni—beror PO BOX 535969 - —r Comptroller file number City state ZIP Code lPfus 4 GRAND PRAIRIE TX 75053 0070837 0 Blacken circle ifthere are currently no changes from previous year; if no information is displayed, complete the applicable information in Sections A, BandrriirrC. 1 ................... 2302 Paddock Way Dr. Grand Prairie, Texas 75050 71�70TTT"gad �:c —oaf T—usrrtcs�i, -- . . ..................................... 2302 Paddock Way Dr. Grand Prairie, Texas 75050 Officeo, clik et, tot and rnarlaqvir it afuirn'latiun N n1wt 'r -d w, of the daw at pvjbllr' it 40 mal (on rerxxt. i here is no requii em tm ill 11?ihf0111�1111"edll 11 re nafaaaaraduon as SECTION A Name, title and malling address of each offi(er, direcwr jr rn,9jjaq(?f, 1 751 96345901 3 SECTION 13 Enter the information required for each corporation or Ll -C, if any, in which this entity owns an interest of 10 percent or more. SECTION Enter the information required for each corporation or LLC, if any, that owns an interest of 10 percent or more in this entity or limited liability company. PVarne of owned (parent) —corpo"r—atio n —or'limited liability co mpan y['7jje- —()f al rrnaFion 444 owni qleirr Registered agent arid registered office currently on—fil-e—(se-ei—n's-t-r"uction—s i(you"rieedio mokechonges) Blacken circle if you need forms to change Agent: JEFFREY C BRYAN 0 the registered agent or registered office information iumce� 5208 BYERS AVENUE FORT WORTH ..... . ............ The above information is required by Section 171 203 of the Tax Code for each corporation or limited liability company that Cites a Texas Franchise Tax Report Use additional sheets for Sections A, B, arid C, if necessary, The information will be available for public inspection, 'I declztir, that the information in this document and any attachments is true and con to the best of my knowledge and belief, as of the date below, and that a copy of this is reporthas been mailed to each person named in this report who is ars officer, director or manager and who is not currently employed by this, or a related, ccapo ration or limited liability company re�-,7oK -—ard - —phone n6iib�r �UIKP CAROL A RICHTER Electronic 08-1" � r(972 ) 296 - 6324 Texas ComptroPeeoff1dal Use Only HKI EXHIBIT 1 ►IW� - — ID101Ito] CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity ................ ........ ...._._._ This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person IDate seceNed who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. ................ ........ 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are riling an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7°i business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? E] Yes E] No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this �section AND the taxable income is not received from the local governmental entity? ffA U Yes I- p No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes El No D. Describe each affiliation or business relationship. . _ . . 4 Signature of person doing business with the governmental entity Date 105 EXHIBIT 2 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE CITY OF RICHARDSON, TEXAS UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, TO AUTHORIZE PARTICIPATION IN VARIOUS CITY OF RICHARDSON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 6441 -COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF RICHARDSON, TEXAS). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute the Cooperative Purchasing Program Agreement with the City of Richardson under Section 271.102 of the Local Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement"). SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6441 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 3 COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF RICHARDSON, TEXAS AND CITY OF DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON THIS AGREEMENT is made on the day of , 2017, between the City of Denton, and the City of Richardson; jointly referred to herein as "parties." WHEREAS, the respective parties are authorized by Local Government Code, Chapter 271, to enter into contracts and agreements for participation in cooperative purchasing programs; and WHEREAS, it is the desire of the aforesaid parties to comply with and further the policies and purpose of Local Government Code, Chapter 271; and WHEREAS, the parties cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; and WHEREAS, it is deemed in the best interest of all parties that said governments do enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, the parties agree to designate a person to act under the direction of and on behalf of the parties in all matters relating to this agreement; and WHEREAS, the parties agree to be responsible for a vendor's compliance with provisions relating to the quality of items and terms of delivery to the extent provided herein; NOW, THEREFORE, the parties hereto, inconsideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under Local Government Code, Chapter 271, promise and agree as follows: EXHIBIT 3 I. Purpose The purpose of this Agreement is to authorize the parties' mutual participation in various contracts for the purchase of various goods and services. Participation in this cooperative program will be highly beneficial to the taxpayers of the participating parties through anticipated savings to be realized. II. Duration of Agreement This Agreement shall be in effect from the date of execution until terminated by either party to the agreement. III. Relationship of Parties It is agreed that the parties, in receiving products and/or services specified in this agreement, shall act as an independent purchaser and shall have control of its needs and the manner in which they are acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the utilization and/or cooperative solicitation of any Supplier Agreement obtained in accordance with Texas law. Parties shall notify all participating entities of available contracts to include terms of contract, commodity cost, contract names and addresses, and shall keep participating parties informed of all changes to the Cooperative Purchasing list of contracts. Nothing in this agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this agreement individually and in its own behalf. The City Manager, or his designee, is hereby designated as the official representative to act for the City of Denton in all matters relating to this agreement. The City Manager, or his designee, is hereby designated as the official representative to act for the City of Richardson in all matters relating to this agreement. The parties agree to make payments to directly to a vendor under this contract as provided herein. Rev 3/9/2016 EXHIBIT 3 The parties agree to be responsible for a vendor's compliance with provisions relating to the quality of items and terms of delivery to the extent provided herein. IV. Purchase of Goods and Services All products and services shall be procured in accordance with procedures governing competitive bids and competitive proposals. The parties will be able to purchase from those contracts established by the other where notice has been given in the specifications and successful bidder has accepted terms for Cooperative Purchasing Agreements for local governments. The parties hereto agree that the ordering of products and services through this agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each parry directly, or as deemed advantageous to both parties. The parties agree to pay successful bidders or anticipating governments directly for all products or services received from current revenues available for such purchase. Each party shall be liable to the successful bidder only for products and services ordered by and received by it, and shall not by the execution of this agreement assume any additional liability. Parties do not warrant and are not responsible for the quality or delivery of products or services from successful bidder. The participating parties shall receive all warranties provided by successful bidder for the products or services purchased. In the event that any dispute arises between individual parties and a successful bidder, the same shall be handled by and between the participating party's governmental body and the bidder. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers thereon the day and the year first above written. CITY OF RICHARDSON CITY OF DENTON Titl( Rev 3/9/2016 Todd Hileman City Manager EXHIBIT 3 ATTEST: ATTEST: By: 1.i By: TitIe:CAN[.CG'Gtt,� Jennifer Walters, City Secretary APPROVED AS TO FORM APPROVED AS TO LEGAL FORM: AND CONTENT: AARON LEAL, CITY ATTORNEY By: (:�R-dm By: Title: Rev 3/9/2016 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 17-535, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management DCM: Bryan Langley AGENDA DATE: May 2, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a five (5) year contract for Tennis Instructor Services for the City of Denton Parks Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6343 -Tennis Instructor for City of Denton awarded to Gray Event Management LLC, dba Bad Dawg Tennis in the five (5) year not -to -exceed amount of $750,000). RFP INFORMATION This RFP is for a third party contractor to provide administration of tennis camps, classes, leagues, mixers, tournaments, private lessons, special events and other tennis programs. Request for Proposals (RFP) were sent to 136 prospective suppliers. In addition, notice was advertised in the local newspaper, and the specifications were placed on the City of Denton Materials Management website for prospective suppliers to download. One (1) proposal meeting specification was received from Gray Events Management LLC, dba Bad Dawg Tennis (Exhibit 1). Gray Events Management LLC, dba Bad Dawg Tennis (Gray Events) has been the City's contractor for this service since June 2009. During this time period, revenues for the tennis program have steadily increased each year as shown by the revenue history below: • FY 2008-2009 - $ 83,908 • FY 2009-2010 - $117,278 • FY 2010-2011 - $126,923 • FY 2011-2012 - $140,612 • FY 2012-2013 - $146,825 • FY 2013-2014 - $127,735 • FY 2014-2015 - $149,662 • FY 2015-2016 - $181,988 In addition to providing programs, Gray Events will use their experience with City of Denton programs to provide input regarding the design of the City's new tennis center. The center will be located at the former YMCA building at the intersection of Hinkle and Windsor drive. The project is part of the 2014 Capital Improvement Plan. Design is scheduled for Fiscal Year 2017-18 with construction to follow in Fiscal Year 2018-19. Based on this vendor's past and current performance, staff has determined that Gray Events is the best City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-535, Version: 1 value for the City of Denton. RECOMMENDATION Award a contract to Gray Event Management, dba Bad Dawg Tennis, in the not -to -exceed amount of $750,000. The actual amount to be paid will be calculated based on a percentage of the fees collected by the City of Denton Parks Department for private lessons, classes, camps, tournaments, machine ball rentals and special events as stipulated in the attached contract agreement (Exhibit 1). PRINCIPAL PLACE OF BUSINESS Gray Events Management LLC dba Bad Dawg Tennis Frisco, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. Staff will conduct a vendor performance review (annually) 90 days before the contract renews to ensure that program requirements are being met (Exhibit 2). The initial first year of this contract will begin on June 16, 2017. FISCAL INFORMATION The services will be funded from operating account 411200.7868. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1: Evaluation and Pricing Sheet Exhibit 2: Vendor Performance Evaluation Form Exhibit 3: Ordinance Exhibit 4: Contract City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI File #: ID 17-535, Version: 1 Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Emerson Vorel at 349-7460. City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI EXHIBIT 1 RFP 6343 -Pricing Sheet for TENNIS INSTRUCTORS Respondent's Business Name Principal Place of Business (City and State) Pricing for Services: Gray Event Management, LLC dba Bad Dawg Tennis Frisco, TX City of ITEM ITEM Type of Service Requested Fee to Citizens City of Denton will Retain 1 Quickstart I (Tennis) $59.00 20% 2 Quickstart II (Tennis) $59.00 20% 3 Championship (Tennis) $59.00 20% 4 Academy (Tennis) $69.00 20% 5 Adult Beginner (Tennis) $49.00 20% 6 Adult Leagues (Tennis) $39.00 20% Cost of Additional Services: City of ITEM DESCRIPTION FEE Denton will Retain Private Lessons (lesson fee set by instructor) All Non- management teaching pros $50.00 20% 8 Tournaments (Cost per participant) $25.00 20% Private Lessons (Management level pros: David Gray, 9 Christopher Brown, Brandon L'Heureux, Luis Valdez) $60.00 15% Parks& rx ma ion M.�G m EXHIBIT 2 Denton Parks and Recreation Gray Event Management Evaluation F-Parks&rx ma ion M.�G m Review Period: to 1- Improvement 2 - Strong (Minus) 3- Strong 4 - Strong (Plus) 5 - Leading Essential Inconsistently demonstrates Consistently Consistently demonstrates Work and behavior serves as an Misses solid performance; demonstrates solid a higher level of example for others; performance targets;performance and performance and results just performance; performance; and results surpass all defined results fail to meet meets the defined performance and results performance and results expectation; routinely required levels; additional expectations; on new meet the defined are greaterthan the demonstrates an ability to excel in development needed assignments, learning expectations; on new defined expectations: on a large variety of assignments; on progress is noted but less assignments, learning new assignments, learning new assignments, learning than expected. progress meets progress is higher than progress frequently exceeds expectations. defined expectation. expectations. Customer Servlce 1 Prepared and on time N/A 1 2 3 4 5 0 2 Interacted well with participants N/A 1 2 3 4 5 0 3 Communicated Clearly N/A 1 2 3 4 5 0 4 Community Outreach N/A 1 2 3 4 5 0 5 Knowledge of the skills taught N/A 1 2 3 4 5 0 Comments: Average Score 0 1 Number of tournaments offered 2 Number of participants in tournaments Comments: EXHIBIT 2 Additional Comments: Contractor's comments (optional): Contractor's Signature Date Center Supervisor Signature Date Page 2 EXHIBIT 3 ORDINANCE NO. 2017 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A FIVE (5) YEAR CONTRACT FOR TENNIS INSTRUCTOR SERVICES FOR THE CITY OF DENTON PARKS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6343 -TENNIS INSTRUCTOR FOR CITY OF DENTON AWARDED TO GRAY EVENT MANAGEMENT, DBA BAD DAWG TENNIS IN THE FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $750,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for Tennis Instructor Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6343 Gray Event Management, dba Bad Dawg Tennis $750,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby EXHIBIT 3 authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6343 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN GRAY EVENT MANAGEMENT, LLC (dba BAD DAWG TENNIS) RFP 6343 - TENNIS INSTRUCTOR THIS CONTRACT is made and entered into this date , by and between Gray Event Management, LLC (dba Bad Dawg Tennis) a corporation, whose address is 6010 Osage Place, Frisco, TX 75034, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City's document RFP 6343 -Tennis Instructor, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) Request for Proposal (Exhibit `B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F") (g) Contractor's Proposal. (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Page 1 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR DOCUSigned by: [P C -41a+ BY: F1909AF347DF49A..... AUTHORIZED SIGNATURE 4/21/2017 Date: Name: Gray Event Management Title: Owner 469-774-4560 PHONE NUMBER GrayEventManagement@yahoo.com EMAIL ADDRESS grayeventmanagement@yahoo.com TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER Date: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY pOCUSIgned. by: bit rn. 64.O BY: C&2199K2AM439... Page 2 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $750,000. Pricing shall be per Exhibit G attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Performance Evaluation The Parks Department will conduct a yearly performance evaluation to ensure that the vendor is meeting all of their proposed goals and objectives of this contract. The performance measure scoring will be used to: document the City's the assessment of the vendor's performance, obtain information regarding program operation and growth, and to address any areas requiring improvement during the subsequent contract renewal period. 4. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricinu sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Page 3 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Fxhihit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fiully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, riles, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Page 4 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery sinless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fiully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, riles, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Page 5 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was tinder the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services tinder the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fiilly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, riles and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will fiurnish a tax exemption certificate upon request. Page 6 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of fiends. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic fiends transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of fiends, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Page 7 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. 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 period and 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 available, within ten (10) business days of 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 a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. 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 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. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. Page 8 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples fiurnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. Page 9 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. Page 10 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refiinded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faith illy perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawfiil rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fiirther work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. Page 11 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Page 12 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. Page 13 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Page 14 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services Page 15 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Page 16 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith Page 17 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) Page 18 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refiused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally fiunded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, phis allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactLured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. Page 19 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 iv. "End product" means those articles, materials, and supplies to be acquired tinder the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget Page 20 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any fiirther performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement 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. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the fiiture. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Page 21 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Page 22 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Page 23 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB IN EXHIBIT 4 Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. Professional Liability Insurance Professional liability insurance with limits not respect to negligent acts, errors or omissions required under this Agreement. Page 24 of 31 less than $1,000,000.00 per claim with in connection with professional services is DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 25 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Page 26 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Page 27 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Page 28 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an oriuinal notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : l'itlps://www.ethics.state.tx.us/whatsnew/elf info f6rm1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing (c cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Page 29 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 Exhibit F CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of Local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? E-1 Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer selves as an officer or director, or holds an ownership of one percent or more? E-1 Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. nocusig ned by: 5 g� 'I tC4rau 4/21/2017 t190'9AF347DF40A... Signature of vendor doing business with the governmental entity Date Page 30 of 31 DocuSign Envelope ID: 8579CCF4-C1AF-4341-A474-759BA03157CB EXHIBIT 4 RFP 6343 Pricing Sheet for TENNIS INSTRUCTORS Exhibit 1 Respondent's Business Name Gray Event Management Principal Place of Business (City and State) Denton, TX Services Proposal Pricing: ITEM ttuu a EStudent Sdentnt Type of Service Requested FEE to Citizens City of Denton's will Retain Estimated Total for City of Denton 1 100 Quickstart I (Tennis) $59.00 20% $1,180.00 2 150 Quickstart 11 (Tennis) $59.00 20% $1,770.00 3 100 Championship (Tennis) $59.00 20% $1,180.00 4 200 Academy (Tennis) $69.00 20% $2,760.00 5 25 Adult Beginner (Tennis) $49.00 20% $245.00 6 1 25 1 Adult Leagues (Tennis) $39.00 20% $195.00 Cost of Additional Services: Page 31 of 31 Est. Per City of ITEM Student DESCRIPTION FEE Denton'swill Estimated Total for Yearly Retain City of Denton Private Lessons (lesson fee set by instructor) All Non- ? 1200 $50.00 20% $12,000.00 management teaching pros Tournaments (Estimates by number of participants in all 8 1500 $25.00 20% $7,500.00 tournaments throughout the year) Private Lessons (Management level pros: David Gray, 9 500 $60.00 15% $4,500.00 Christopher Brown, Brandon L'Heureux, Luis Valdez) Page 31 of 31 Certificate Of Completion Envelope Id: 8579CCF4ClAF434lA474759BA03157CB Subject: City Council Docusign Item - 6343 - Tennis Instructors Source Envelope: Document Pages: 32 Signatures: 3 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/19/2017 6:24:50 AM Signer Events Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: David Gray GrayEventManagement@yahoo.com Owner Gray Event Management Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 4/21/2017 1:00:06 PM ID:b39bb22c-9bd5-460d-ae1c-6b6166892cef John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 4 Holder: Jody Word jody.word@cityofdenton.com Signature = Using IP Address: 129.120.6.150 IDG4W�WMBtE �1R": a'4 A19 EF 3a Using IP Address: 99.125.122.21 o��qro4�a ��: E �a cm Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Jody Word jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 4/19/2017 6:29:34 AM Viewed: 4/19/2017 6:29:43 AM Signed: 4/19/2017 6:30:55 AM Sent: 4/19/2017 6:30:58 AM Viewed: 4/21/2017 1:00:06 PM Signed: 4/21/2017 2:44:45 PM Sent: 4/21/2017 2:44:51 PM Viewed: 4/21/20172:51:32 PM Signed: 4/21/2017 2:51:40 PM Sent: 4/21/2017 2:51:44 PM Viewed: 4/24/2017 6:07:47 AM EXHIBIT 4 Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Timestamp Editor ❑eliver❑ Events Status Timestamp ❑gent ❑eliver❑ Events Status Timestamp rntermediar❑ ❑eliver❑ Events Status Timestamp Certified ❑eliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Julia Winkley Sent: 4/21/2017 2:44:49 PM julia.winkley@cityofdenton.com COPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Sent: 4/21/2017 2:44:50 PM EXHIBIT 4 Caron Cop[] Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Heather Gray heather.gray@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jason Barrow jason.barrow@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summar❑Events Status Timestamps Envelope Sent Hashed/Encrypted 4/21/2017 2:51:44 PM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: David Gray, Todd Hileman, Robin Fox EXHIBIT 4 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. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWON File #: ID 17-543, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Todd Hileman Date: May 2, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing a waiver for the Texas Municipal Power Agency's (TMPA) decommissioning plan deadline for the Gibbons Creek power plant, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned; and providing an effective date. The Public Utilities Board recommends approval (6-0). BACKGROUND The City of Denton is a member of the Texas Municipal Power Agency that owns transmission, generation, and related assets that deliver electric power to TMPA member cities (City of Denton, City of Bryan, City of Garland, City of Greenville). On June 28, 2016, the City Council of Denton, as a member city of the TMPA, authorized adoption of a Joint Operations Agreement (JOA), as did the other TMPA member cities on various dates. The JOA sets forth the governance rules for how the member cities wish TMPA to conduct its business. Section 5.3.1 of the JOA requires TMPA to develop a decommissioning plan for its Gibbons Creek power plant within 12 months of the adoption of the agreement. Based on the effective date of the JOA, that deadline is on or about September 1, 2017. Due to the ongoing negotiations between TMPA and a potential buyer of the Gibbons Creek plant, the decommissioning plan development may not be necessary. Therefore, the deadline for decommissioning should be delayed via waiver authorized by the TMPA member cities. A deadline waiver would constitute a modification of the JOA. The agreement states that such a modification may be accomplished only upon the mutual consent of all of the member cities, in writing. TMPA is requesting that its member cities authorize a waiver of the power plant decommissioning deadline, pending TMPA's ongoing efforts to sell the power plant. OPTIONS 1. Adopt an ordinance that the City of Denton authorize a waiver of the deadline for TMPA to develop a decommissioning plan for Gibbons Creek power plant, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned. 2. Do not adopt an ordinance that the City of Denton authorize a waiver of the deadline for TMPA to develop a decommissioning plan for Gibbons Creek power plant. City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-543, Version: 1 RECOMMENDATION DME staff recommends authorizing a waiver of the deadline for TMPA to develop the decommissioning plan, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 24, 2017 - The Public Utilities Board recommended adoption of an ordinance authorizing a waiver of the deadline for TMPA to develop the decommissioning plan, and authorizing TMPA to develop a decommissioning plan within a reasonable time if its efforts to sell the plant are abandoned by a vote of 6-0. FISCAL INFORMATION No appropriation is requested. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Ordinance Respectfully submitted: Phil Williams General Manager Prepared by: Smith L. Day Compliance Manager City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI ORDINANCE NO. 2017 - AN ORDINANCE APPROVING THE WAIVER OF SECTION 5.3.1 ("ADOPTION OF DECOMMISSIONING PLAN") OF THE TEXAS MUNICIPAL POWER AGENCY'S JOINT OPERATING AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton is a member of the Texas Municipal Power Agency ("TMPA"); WHEREAS, the TMPA owns and operates the Gibbons Creek Steam Electric Station ("Gibbons Creek Plant") in Grimes County, Texas; WHEREAS, under the section 5.3.1 of the Joint Operating Agreement, TMPA was to adopt a decommissioning plan for the Gibbons Creek Plant no later than September 1, 2017; WHEREAS, TMPA, in light of the current efforts to sell the Gibbons Creek Plant, is reluctant to expend funds on the development of the decommissioning plan at this time; WHEREAS, the TMPA board has requested its member cities to waive the requirements of section 5.3.1 of the Joint Operating Agreement until the efforts to sell the Gibbons Creek Plant have ceased; WHEREAS, the other member cities, the City of Garland, the City of Bryan, and the City of Greenville, have each agreed to waive the requirements of section 5.3.1 of the Joint Operating Agreement as requested by TMPA; and WHEREAS, the City Council of the City of Denton deems it is in the public interest and serves a municipal and public purpose to authorize the waiver of Section 5.3.1 of the Texas Municipal Power Agency's Joint Operating Agreement; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Council finds that the waiver the requirements of section 5.3.1 of the Joint Operating Agreement serves a valid municipal and public purpose and is in the public interest. SECTION 3. The City Manager, or his designee, is authorized to execute the letter attached as Exhibit "A" and deliver the same to the Texas Municipal Power Agency. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day or , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: AARON LEAL, INTERI ITY ATTORNEY BY: *7.I1-.1 TO ORDINANCE 215 E. McKinney Street, Denton, Texas 76201 April 18, 2017 Mr. Bob Kahn General Manager Texas Municipal Power Agency 12824 F.M. 244 Anderson, Texas 77830 Re: Joint Operating Agreement ("JOA") Decommissioning Plan Dear Mr. Kahn, Section 5.3.1 of the JOA requires that the TMPA Board adopt a decommissioning plan by September 1, 2017 (the "Decommissioning Plan Deadline"). It is our understanding that, in light of current efforts to sell the power plant, TMPA is reluctant to expend funds on development of a decommissioning plan at this time. Consequently, it is possible that the Decommissioning Plan Deadline will be missed. The City of Denton is agreeable to waiving and does waive the Decommissioning Plan Deadline provided that, in the event the effort to sell TMPA's power plant is abandoned, TMPA will, within a reasonable period of time after such effort is abandoned, cause to be developed a decommissioning plan and obtain approval of the plan by the TMPA Board as contemplated by the JOA. Sincerely, Mayor Chris Watts E N T* N wk ,- City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-549, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Todd Hileman, City Manager Date: May 2, 2017 SUBJECT Consider approval of a resolution re -appointing a member to the Board of Directors of the Texas Municipal Power Agency, a Joint Powers Agency, representing the City of Denton, Texas; and declaring an effective date. BACKGROUND Chris Watts has served as one of the two Directors appointed by the City of Denton to the Texas Municipal Power Agency (TMPA) for the last two years. His term will expire July 18, 2017. After careful consideration, the Council has invited Chris Watts to serve for an additional two-year term as a Director for the City of Denton on the TMPA Board. Mr. Watts has accepted the invitation for re -appointment. The term for which he is re -appointed will commence effective July 18, 2017, and end on July 18, 2019. Pursuant to concurrent Ordinance No. 75-22, TMPA requires that a resolution be passed by each member city that supports the nomination of a Director to the TMPA Board of Directors. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Chris Watts was originally appointed to the TMPA Board in October 2009. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Letter from TMPA 2. Resolution Respectfully submitted: Phil Williams City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-549, Version: 1 General Manager Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI SIf:.:::.FRVIING CIL III:::: CI FHF.:::.S OF::: l::3IF RAIN, II...)If:::::IN C,o1N, GAFU...ANE :;b March 24, 2017 Mr. Todd Hileman, City Manager City of Denton 215 E. McKinney Denton, TX 76201 RE: TMPA Board Member Appointment Dear Mr. Hileman: Our records indicate that Chris Watts's term as a Member of the Board of Directors of the Texas Municipal Power Agency expires on July 18, 2017. The City of Denton will need to reinstate Mr. Watts or select a new member to serve for the next 2 -year term. After the City Council reaches a decision on this matter, please send me a certified resolution or certified meeting minutes specifying the person selected to represent your City on the TMPA Board of Directors. Your cooperation is appreciated. Sincerely, Tracy Stracener Assistant Secretary TMPA Board of Directors Cc: Bill Cheek Chris Watts Phil Williams TEXAS N IUNICI::%L. Il'OWER AGENCY I1 0. I13ox 7000 I:FRYAbp, T r.vs 77805 7000 (936) 873'2013 RESOLUTION NO. A RESOLUTION APPOINTING A MEMBER TO THE BOARD OF DIRECTORS OF THE TEXAS MUNICIPAL POWER AGENCY, A JOINT POWERS AGENCY, REPRESENTING THE CITY OF DENTON, TEXAS; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the term of office of Chris Watts, Mayor, City of Denton, Texas, as a member of the Board of Directors of the Texas Municipal Power Agency ("TMPA") will expire on July 18, 2017; and WHEREAS, the City Council of the City of Denton, Texas, after due consideration, has selected Chris Watts, Mayor, City of Denton, for re -appointment for an additional two-year term to the TMPA Board of Directors; and WHEREAS, effective on July 18, 2017, the City Council hereby re -appoints Chris Watts as a member of the Texas Municipal Power Agency Board of Directors; NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Pursuant to the terms and provisions of concurrent Ordinance No. 75-22 of the City of Denton, Texas, Chris Watts is hereby appointed to an additional two-year term of office as a Director representing the City of Denton, Texas on the Board of Directors of the Texas Municipal Power Agency, his term of office beginning on July 18, 2017 and ending on July 18, 2019. SECTION 2. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY 1 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-558, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Enterprise Airport DCM: Bryan Langley Date: May 2, 2017 SUBJECT Consider approval of a resolution specifying the intent of the City of Denton, Texas to designate a 25.630 acre tract out of a 340.469 acre tract previously purchased by the City of Denton in November 2016 for Denton Enterprise Airport use; and providing and effective date. (Denton Enterprise Airport: West Parallel Runway Project (Eagle Farms, Inc. and John Porter Auto Sales, Inc.) BACKGROUND The Denton Enterprise Airport has received grant funding from the Texas Department of Transportation, Aviation Division (TxDOT) for the purpose of designing a second runway and other related improvements known as the West Parallel Runway Project. Upon completion of the final design, TxDOT will offer a second grant not to exceed $5.9 million to assist in the construction of the proposed west runway. Resolution No. R2014-025, accepting a grant from TxDOT for the above stated purposes, was passed and approved by City Council on June 17, 2014. Ordinance No. 2014-304 authorized the City Manager to execute on behalf of the City of Denton the Airport Project Participation Agreement ("APPA") with the Texas Department of Transportation Aviation Division (TxDOT Aviation) relating to certain improvements at the Denton Enterprise Airport, as identified in the APPA, as TxDOT Contract No. 5XXAV003 (the "Agreement") and to expend funds as provided for in the Agreement. On September 21, 2016, the acquisition of this 25.630 tract was incorporated into the larger transaction of 340.459 acres authorized by Ordinance 2016-302. This 340.459 acre tract is planned for various municipal purposes including DEC siting, electric substation and transmission line infrastructure, future Loop 288 roadway reservation and runway protection zone for Denton Enterprise Airport. In order to close out the grant and receive reimbursement for 85% of the funds used to purchase the 25.630 acre tract, the tract must be explicitly dedicated for airport purposes. The smaller, 25.630 acre tract was previously identified by TxDOT and the airport to provide the federally required Runway Safety Area and to manage the runway approach airspace of the proposed west runway. OPTIONS 1. Approve the proposed Resolution. 2. Not approve the proposed Resolution. City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-558, Version: 1 3. Table for future consideration. RECOMMENDATION Recommend approval of the Resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) June 14, 2014, Resolution No. R2014-025, acceptance of TxDOT grant for second runway September 16, 2014, Ordinance No. 2014-304, authorization to expend funds related to grant September 21, 2016, Ordinance No. 2016-302, authorization to acquire Eagle Farms/Porter FISCAL INFORMATION TxDOT Airport Project Participation Agreement (APPA), a Federally Assisted Airport Development Grant, with the TxDOT will be offered to reimburse the Denton Airport for 85 -percent of the acquisition costs, or $345,133.79 of the $416,627.99 purchase price. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Related Goal: needs EXHIBITS 1. Location Map 2. Site Map 3. Resolution Prepared by: Amy B. Parish Senior Real Estate Analyst Public Infrastructure 2.5 Develop Capital Improvement Program (CIP) based on community Respectfully submitted: Mark Nelson Director of Transportation/Aviation City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI 0 M ------------- ................................ - - - - - -------Mga - .ER i. 0 Cal Mil I Exhibit 3 RESOLUTION NO. A RESOLUTION SPECIFYING THE INTENT OF THE CITY OF DENTON, TEXAS TO DESIGNATE A 25.630 ACRE TRACT OUT OF A 340.469 ACRE TRACT PREVIOUSLY PURCHASED BY THE CITY OF DENTON IN NOVEMBER 2016 FOR DENTON ENTERPRISE AIRPORT USE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance 2016-302, the City of Denton acquired the 340.469 acres of land referenced above for municipal uses, including Denton Energy Center siting, electric substation and transmission line infrastructure, future Loop 288 roadway reservation, and runway protection zone for Denton Enterprise Airport; and WHEREAS, it is necessary to formally designate airport use land areas for Federal Aviation Administration reporting requirements and to facilitate the reimbursement process of the Aviation Division, Texas Department of Transportation; NOW THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The 25.630 acre tract referenced above, as more fully described and depicted in Exhibits A and B attached hereto, is designated for airport use. SECTION 2. The City Manager, or his designee, is directed to file this resolution in the Real Property Records, Denton County, Texas and execute any and all documentation required by the Aviation Division, Texas Department of Transportation, in order to facilitate the City's participation in its reimbursement process. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTER CITY ATTORNEY BY: Exhibit "A" BEING 25.630 acres of land, situated in the Wm. Wilburn Survey, A-1419, Denton County, Texas, and being of a called 691.64 acre tract which was conveyed to Eagle Farms, Inc., et al, by an instrument recorded under Document Number 93-077959, Denton County Deed of Records (DCDR), and 25.630 acres of land being more particularly described by metes and bounds as follows: BEGINNING at % inch iron rod with a plastic cap found at the most Easterly corner of the above mentioned called 691.64 acre tract, the same being the Southwest corner of a 19.97 acre tract (Tract 2) which was conveyed to the City of Denton by an instrument recorded in Volume 871, Page 147, DCDR, the same also being in the North boundary line of a 11.54 acre tract (Tract 1) which was also conveyed to the City of Denton by said Volume 871, Page 147, DCDR; THENCE North 89 degrees 27 minutes 12 seconds West, along the North boundary line of said Tract 1, the same being the most easterly South boundary line of said called 691.64 acre tract, a distance of 50.14 feet to a % inch iron rod with a plastic cap found for corner; THENCE South 24 degrees 52 minutes 01 second West, along the West boundary line of said Tract 1, the same being the Southeast boundary line of said called 691.64 acre tract, a distance of 659.89 feet to a % iron rod found at the Southwest corner of said Tract 1, the same being the Southeast corner of said 691.64 acre tract, and also being in the North boundary line of a 147.26 acre tract which was conveyed to the City of Denton by an instrument recorded in Volume 1675, Page 546, DCDR; THENCE North 89 degrees 27 minutes 59 seconds West, along a South boundary line of said called 691.64 acre tract, the same being the North boundary line of said 147.26 acre tract, a distance of 353.89 feet to a % inch iron rod with a plastic cap stamped "KSA ENG' set for corner, a % inch iron rod found at the Northwest corner of said 147.26 acre tract bears, North 89 degrees 27 minutes 59 seconds West, 1087.72 feet; THENCE North 07 degrees 10 minutes 42 seconds West, a distance of 1671.18 feet to a % inch iron rod with a plastic cap stamped "KSA ENG' set for corner; THENCE South 89 degrees 39 minutes 47 seconds East, a distance of 752.49 feet to a % inch iron rod with a plastic cap stamped "KSA ENG' set at the point of intersection with the East boundary line of said called 691.64 acre tract, the same being the West boundary line of said Tract 2, a % inch iron rod (bent) found at the Northwest corner of said Tract 2 bears, North 07 degrees 25 minutes 06 seconds West, 442.37 feet; THENCE South 07 degrees 25 minutes 06 seconds East, along the West boundary line of said Tract 2, the same being the West boundary line of said called 691.64 acre tract, 1067.65 feet to the PLACE OF BEGINNING and containing 25.630 acres of land, more or less. Exhibit "B" Eagle Forms, Inc., et al Doc. No. 93-077959 TRACT 2 19.97 Ac City of Denton Vol. 871 Pg. 142 rn 25.630 AC. TRACT 1 11.54 Ac CO City of Denton Vol. 871 Pg. 142 0 Indicates 1/2" IR w/ "KSA ENO" cap Set Unless otherwise noted. 147.26 Ac City of Denton Vol 1675 Pg 546 The Bearings and Distances shown hereon are "GRID" and based on the C', Texas State Plane Coordinate System (NAD 83), North Central Zone, using, This plot and corresponding metes and bounds description were prepared�, from a survey made on the ground under my supervision. Date Texas Registration No. 4850 KSA Wm. WILBURN SURVEY A-1419 ENGINEERS 25.630 ACRES CITY OF DENTON DENTON COUNTY, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IEN' `IN File #: ID 17-565, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Utility Administration CM/ ACM: Jon Fortune Date: April 24, 2017 SUBJECT Consider approval of a resolution reappointing Timothy S. Fisher as the City's representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District. The Public Utilities Board recommends approval (6-0). BACKGROUND Timothy S. Fisher, General Manager Water Utilities, was first appointed to the Board of the Upper Trinity Regional District (UTRWD) by the Public Utilities Board on April 16, 2001 and by the City Council on May 1, 2001. Mr. Fisher's current four-year term will expire on May 31, 2017 and is eligible to be reappointed to another four-year term. During the past 16 years, Mr. Fisher has represented the City of Denton on the UTRWD Board of Directors and has served on several committees, including the Water Supply Committee, the Finance Committee, the Rates and Charges Committee, the Investor Owned Utilities Committee and the Watershed Protection Committee. Mr. Fisher has also served as an officer for the UTRWD Board as Secretary, Treasurer, and as Board President. Mr. Fisher has indicated an interest and desire to continue to serve as Denton's representative on the UTRWD Board. EXHIBITS 1. March 24, 2017 Letter from UTRWD 2. Resolution 3. April 24, 2017 PUB Minutes Respectfully submitted: Kenneth Banks Utilities Director City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I._eggl;>karI REGIONAL WATER DISTRICT March 24, 2017 Mr. Todd Hileman, City Manager City of Denton 215 East McKinney Denton, TX 76201 Subject: Appointment of Board Member Dear Mr. Hileman: P.O. Drawer 305 - Lewisville, TX 75067 (972) 219-1228 - Fax (972) 221-9896 The City of Denton is a Member of Upper Trinity Regional Water District, a State -chartered conservation and reclamation district for the Denton County area. The City Council appointed Mr. Timothy S. Fisher to the Board of Directors of Upper Trinity to serve the current term that ends May 31, 2017. Mr. Fisher is eligible for reappointment, or the City Council may make a new appointment, for a four-year term. An appointee must be a qualified voter, must reside within the boundaries of Upper Trinity, may not be an elected official and may not be an employee of another member - entity of Upper Trinity. The Board of Directors of Upper Trinity has regional responsibilities for developing, funding and implementing regional water and wastewater systems - - services which are vital to the cities, towns and utilities of this region. A high priority mission of the Board is to plan ahead for a secure water supply, adequate for the next 50 years. The work of the Board is strategic and challenging. The Board oversees extensive regional programs as a utility enterprise, with some thirty cities, towns and utilities cooperating to achieve the mandate. Therefore, your appointment to the Board of Directors should be carefully considered - - for your interest as well as for the region. As soon as the reappointment (or new appointment) is made, please let us know by forwarding a copy of the approved Resolution or Motion. Board Members are scheduled to take the oath of office on June 1 at the regular meeting of the Upper Trinity Board. Please call me or Nancy Tam (972-219-1228) if you have any questions. Sincerely, Thomas E. Taylor Executive Director TET:bhs c: Tim Fisher, Board Member, UTRWD Jennifer Walters, City Secretary A conservation and reclarnation district of the State of Texas, With vision and courage, vveplan.. .., ff'ith cooperation andcoatmitment. we serve. S1Lega1\0ur Documents\Resolutions\17\Fisher Reappointment to UTRWD Resolution.doe RESOLUTION NO. A RESOLUTION RE -APPOINTING TIMOTHY S. FISHER AS THE CITY'S REPRESENTATIVE TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF THE UPPER TRINITY REGIONAL WATER DISTRICT; AND PROVIDING AN EFFECTIVE DATE, WHEREAS, Timothy S. Fisher ("Fisher"), the Division Manager of Water Administration of the Water Utility Department of the City of Denton, is presently serving as the appointed City of Denton representative to the Board of Directors of the Upper Trinity Regional Water District ("UTRWD"), as well as serving as President of that Board. Fisher is scheduled to complete his term of office, effective May 31, 2017; and WHEREAS, Fisher has served in the capacity as the City of Denton representative to the Board of UTRWD continuously since May 31, 2001; Fisher has demonstrated a thorough knowledge and history of the water issues brought up by the UTRWD and is likewise involved with the management and the day-to-day activities involving the Water Utility Department of the City of Denton; he has represented the City of Denton before the UTRWD very well; and the City Council finds that Fisher has met the qualifications of eligibility for re -appointment to the UTRWD Board; and WHEREAS, after due consideration, the City Council of the City of Denton, Texas re- appoints, as its representative to the UTRWD Board of Directors, Timothy S. Fisher, to serve on the UTRWD Board of Directors for a term of four (4) years, effective May 31, 2017; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Timothy S. Fisher is hereby re -appointed as the City of Denton's representative, to serve as a member of the Upper Trinity Regional Water District ("UTRWD") Board of Directors, effective May 31, 2017. SECTION 2. The City Manager, or his designee, is hereby directed to transmit a true and correct copy of this Resolution to the Assistant Secretary, UTRWD Board of Directors. SECTION 3. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: Page 2 1 2 3 Monday, April 24, 2017 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 DRAFT MINUTES PUBLIC UTILITIES BOARD 9:00a.m. City Council Work Session Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, April 24, 2017 at 9:00a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Barbara Russell, Charles Jackson, Brendan Carroll and Lilia Bynum Ex Officio Members: Todd Hileman, CM and Jon Fortune, ACM Absent: Allen Bishop OPEN MEETING CONSENT AGENDA D. PUB17-103 - Consider recommending approval of a resolution reappointing Timothy S. Fisher as the City's representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District. Board Member Russell motioned to approve item D. There was a second by Board Member Parker. Vote 6-0 approved. Adjournment 9:43 a.m. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com I..NTO File #: ID 17-566, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of April 18 and April 25, 2017. City of Denton Page 1 of 1 Printed on 4/28/2017 powered by I-eg;gl;>karI CITY OF DENTON CITY COUNCIL MINUTES April 18, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, April 18, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: None Citizen Comments on Consent Agenda Items Willie Hudspeth spoke about removing Consent Agenda Item A for separate consideration; Item C questioned if minority businesses were considered; Item D suggested discussing again; Item G questioned if minority hiring was considered; and Item L stated that he did not like alcohol sales and suggested discussing separately. 2. Requests for clarification of agenda items listed on the agenda for April 18, 2017. Staff responded to Council requests for clarification on the following items: Council Member Hawkins - Consent Agenda H Council Member Gregory - Consent Agenda F Council Member Wazny - Consent Agenda A -provide an explanation due to a request from a citizen Mayor Pro Tem Roden - Consent Agenda U - remove for individual consideration Mayor Watts - Consent Agenda Item S — there would be a Council recusal so the item would be pulled for individual consideration Mayor Watts - Consent Agenda C - pull for individual consideration Work Session Reports A. ID 17-500 Receive a report, hold a discussion, and give staff direction regarding Downtown Reinvestment Grants for 112 W. Oak and 421 E. Oak. Julie Glover, Economic Development Program Administrator, presented information and requested direction on two pending Reinvestment Grant applications. She provided fiscal information on the current status of the grant funds with $30,000 currently in the fund. The two proposed requests totaled $50,000. The request from 112 W. Oak for reinvestment funds was presented along with the amount requested. Council discussed the time line for the projects already scheduled for the receipt of funds; actual balance in the Reinvestment Fund; and that the prior discussion also considered whether to use the funds just in the Downtown area or consider other parts of the City. Glover continued with the request for 421 E. Oak which was a request for an event center. The scoring for the projects and the recommendations from the EDP Board were reviewed. The staff City of Denton City Council Minutes April 18, 2017 Page 2 request was for a budget amendment for an additional $20,000 to cover the total for both projects. The options for funding were reviewed. Council discussed the possibility of using TIF funds for one of the renovations; parking requirements for the Monroe building; and how funding would be allocated if Council had not put a cap on the funding for the current fiscal year. Mayor Pro Tem Roden stated that he was in favor of funding both requests due to the historic nature of the renovations. Council Member Hawkins stated that he was a member of the EDP Board and the hope was that due to two projects already started in the prior year and the taking of funds from this current fiscal year that the Council would agree to fund both projects at the full amount. Council Member Gregory was in favor of following the EDP Board recommendation and fund the full $50,000. He suggested scheduling a Work Session to discuss other districts that might be targeted for grant money for renovations similar to what was done Downtown. Mayor Watts stated that he could support the full funding due to the timing element of the two projects from the prior budget cycle. Consensus of the Council was to move forward preparing the grants for the full funding for both projects. Staff was also to provide additional information on parking for 421 Hickory and investigate if any of the projects qualified for any other type of grant incentives. B. ID 17-503 Receive a report hold a discussion and give staff direction regarding fire sprinkler tap fees. Ken Banks, Director of Utilities, reviewed the definition of a fire sprinkler tap, the fees involved, and fees based on average installation costs. The history of the charging for the fees was presented along with results of a current survey regarding fire tap fees and staff recommendations. Council discussed the amount of fees collected in terms of average costs; if waivers had been received for the payment of the fees; that this was a housekeeping issue as Denton was in line with other cities in terms of the charges; whether there was a written policy regarding access costs for water line taps; and consider a policy to differentiate fire tap fees from water line fees. Consensus of the Council was to clear up the current language and work on memorizing policy objectives for different types of fees. C. ID 17-514 Receive a report and hold a discussion regarding an update from the Capital Projects department on the status of key projects and overall program update. Galen Gillum, Interim Director of Capital Projects, presented information on selected specific projects, the status of projects, changes to Capital Projects methodology and next steps. Specific projects reviewed included Bell Ave. north through the TWU Campus; Bell Ave. sidewalk; the City of Denton City Council Minutes April 18, 2017 Page 3 Hickory Street project; Bonne Brae Road widening; Mayhill Road widening; and McKinney Street project. A list recent completions of projects were reviewed along with in progress projects. Council discussed updating the information on the city's website in terms of project completion and public communication opportunities. Gillum continued with a review of capital project methodology that included process review, process improvement, improve communications and project management minimum standards. John Cabrales, Director of Community Affairs, provided an update on communications regarding capital projects. Council discussed adding the DISD to the entities that were notified about projects and consider changing the notice wording from Public Works to streets and sidewalks projects. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific item listed below under the Closed Meeting section of this agenda. Closed Meeting: A. ID 17-457 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff and discuss, deliberate, and provide staff with direction regarding real estate matters related to DME Hickory substation, and the potential acquisition of certain real property located at the intersection of W. Hickory St. and S. Bonnie Brae St.; where discussions had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the City in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the potential condemnation or acquisition of the real property interests where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [Hickory Substation] Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS 3. PRESENTATION FROM MEMBERS OF THE PUBLIC City of Denton City Council Minutes April 18, 2017 Page 4 A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. C. Additional Citizen Reports 1. Willie Hudspeth commented on the good job the new City Manager, Interim City Attorney and City Auditor were doing. He was still concerned about the Closed Session meetings and the number of people attending those meetings. 2. Ginger Cain thanked the City for the protected crosswalk at North Lake Park and questioned when the walk would be extended near the model airplane field. 4. CONSENT AGENDA Mayor Watts noted that Consent Agenda Items C, S and U would be pulled for separate consideration. Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Items C, S and U which would be pulled for separate consideration. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-115 A. ID 17-359 Consider adoption of an ordinance authorizing the City Manager to execute an agreement by and between the City of Denton, Texas and the Texas Municipal Power Agency (TMPA), that provides for terms and conditions under which The City of Denton and TMPA are electrically interconnected between each of their respective transmission assets located within Denton County, Texas, in substantial conformity with the attached exhibits; authorizing the expenditure of funds therefor; and providing an effective date. The Public Utilities Board recommends approval (6-0). Ordinance NO. 2017-116 B. ID 17-407 Consider adoption of an ordinance abandoning and vacating 0.025 acre of Hickory Street, as dedicated by The Original Town of Denton Texas plat as recorded in Cabinet A Page 200, Plat Records, Denton County, Texas and as conveyed to the City of Denton as recorded in Volume 341, Page 527 of the Real Property Records of Denton County, Texas, and located in the H. Cisco survey, Abstract No. 1184, to resolve the building encroachment within Hickory Street; and declaring an effective date. [Partial abandonment of Hickory Street - adjacent to and the front of the Denton Record Chronicle Building located along Hickory Street] Ordinance No. 2017-118 D. ID 17-417 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the east side of Denton Street from Oak Street to Hickory Street; providing a repealer clause, providing a savings clause; providing for a penalty not to exceed City of Denton City Council Minutes April 18, 2017 Page 5 $500 for violations of this ordinance, providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. The Traffic Safety Commission recommends Option 1(6-0). Ordinance No. 2017-119 E. ID 17-465 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $11,000 of in-kind services and resources for the Denton Juneteenth Celebration to be held in Fred Moore Park from June 16 through 17, 2017; and providing an effective date. Ordinance No. 2017-120 F. ID 17-473 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Police Motorcycles; providing for the expenditure of funds therefor; and providing an effective date (RFP 6364 -awarded to American Eagle Harley-Davidson in the three (3) year not -to -exceed amount of $222,690). Ordinance No. 2017-121 G. ID 17-477 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the Pecan Creek Interceptor IV Project for the City of Denton which consists of the installation of a new 30" PVC sanitary sewer line from Fulton Street to Newton Rayzor Elementary; providing for the expenditure of funds therefor; and providing an effective date (IFB 6375 -awarded to the lowest responsible bidder meeting specification, Dickerson Construction Company, Inc. in the amount of $1,038,187). The Public Utilities Board recommends approval (7-0). Approved the exception listed below H. ID 17-481 Consider a request for an exception to the limitations imposed by Section 17-20 of the City of Denton Noise Ordinance for the purpose of the Fry Street Freedom Festival held on the corner of Mulberry and Avenue A on Sunday, May 21, 2017. The exception is specifically requested to increase sound levels from 70 to 75 decibels and to have amplified sound on Sunday, from noon to 9 p.m. Staff recommends approval from noon to 6 p.m. Approved the exception listed below. L ID 17-482 Consider a request for an exception to the limitations imposed by Section 17-20 of the City of Denton Noise Ordinance for the purpose of the Cinco de Mayo Festival held in Quakertown Park located at 321 E McKinney St. on Saturday, May 6, 2017, from 10 a.m. till 10 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. Approved the exception listed below. J. ID 17-483 Consider a request for an exception to the limitations imposed by Section 17-20 of the City of Denton Code Of Ordinances the City of Denton, Texas, for the purpose of hosting the Denton Arts and Jazz Festival, located at Quakertown Park, City of Denton City Council Minutes April 18, 2017 Page 6 from April 28 through April 30, 2017. The exception is specifically requested to increase hours of operation from 10 a.m. to midnight on Friday, April 28, and Saturday, April 29; and from 11 a.m. until 10 p.m. on Sunday, April 30, 2017. Approved the exception listed below. K. ID 17-484 Consider a request for an exception to the limitations imposed by Section 17-20 of the City of Denton Noise Ordinance for the purpose of The Village Church service held in North Lakes Park located at 2001. N. Windsor Dr., on Sunday, April 23, 2017. The exception is specifically requested to have amplified sound on a Sunday from 10 a.m. to 4 p.m. Resolution No. R2017-012 L. ID 17-485 Consider approval of a resolution allowing Pro -Fest, Inc., to sell alcoholic beverages for the Denton Arts and Jazz Festival from April 28 - 30, 2017, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Ordinance No. 2017-122 M. ID 17-486 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $18,000 of in-kind services and resources for the Denton Cinco de Mayo Festival to be held in Quakertown Park on Saturday May 6, 2017; and providing an effective date. Resolution No. R2017-013 N. ID 17-487 Consider approval of a resolution allowing Mi Casita's Mexican Food to sell alcoholic beverages for the Cinco de Mayo Festival to be held in Quakertown Park beginning Saturday, May 6, 2017, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Approved the exception listed below. O. ID 17-490 Consider a request for an exception to the limitations imposed by Section 17-20 of the City of Denton Noise Ordinance for the purpose of hosting the Denton Juneteenth Celebration in Fred Moore Park, located at 629 Lakey St., on Friday, June 16 and Saturday, June 17, 2017. The exception is specifically requested to increase sound levels from 70 to 75 decibels, and to extend the hours from 10 p.m. to 11:30 p.m. on Friday, and until midnight on Saturday. Ordinance No. 2017-123 P. ID 17-492 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Chamber of Commerce for the purpose of Denton Black Chamber Entrepreneurs Weekend; providing for the expenditure of funds therefor; and providing for an effective date. ($100) City of Denton City Council Minutes April 18, 2017 Page 7 Ordinance No. 2017-124 Q. ID 17-493 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Calhoun Middle School for the purpose of the Calhoun Color Run; providing for the expenditure of funds therefor; and providing for an effective date. ($300) Ordinance No. 2017-125 R. ID 17-494 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Parks Foundation for the purpose of Cyclodia 2017; providing for the expenditure of funds therefor; and providing for an effective date. ($350) Approved the minutes listed below. T. ID 17-519 Consider approval of the minutes of April 4 and April 11, 2017. The items pulled for individual considered were considered. Ordinance No. 2017-117 C. ID 17-416 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on south side of Texas Street from one hundred and fifty (150) feet east of Vine Street to one hundred fifty (15 0) feet west of Frame Street; providing a repealer clause, providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance, providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. The Traffic Safety Commission recommends Option 1(6-0). Pritam Deshmukh, Program Engineer, reviewed the background of the proposed no parking on Texas Street between Vine and Frame. This item had been discussed at the last Work Session and as a result of that discussion, a compromise was worked out to not restrict parking on the total street. Parking would be restricted 150 feet from Frame and 150 feet from Vine. Mayor Watts questioned if there was an alternate plan if this one did not pass. Laura Behrens, Fire Marshal, stated that the Fire Department would always respond and that they would make whatever accommodations were necessary in case of a fire. Willie Hudspeth questioned why it was necessary to inconvenience parking for one structure which could be protected with the existing situation. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes April 18, 2017 Page 8 Ordinance No. 2017-126 S. ID 17-511 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, authorizing the City Manager to execute a Professional Services Agreement for architectural design services in support of the design of the new City of Denton Fire Station 3 to be located at 1210 IH35E; providing for the expenditure of funds therefor; and providing an effective date (File 6318 awarded to Kirkpatrick Architecture Studio in the not -to -exceed amount of $652,200). Council Member Briggs recused herself from deliberation/vote on this item. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Council Member Briggs returned to the meeting. Resolution No. R2017-014 U. ID 17-533 Consider approval of a resolution of the City of Denton, Texas, amending Resolution No. 2017-007 by expanding the scope of review of the ad hoc City Council Committee to include all employee benefits and to advise the City Council with regard to these matters; and providing an effective date. Willie Hudspeth stated that employee benefits would be reviewed in general and not specifics during the budget process. A closer look was needed from the Ad Hoc Committee. Council Member Wazny motioned, Council Member Briggs seconded to approve the resolution. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay". Motion carried with a 6-1 vote. 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS 6. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-127 A. ID 16-1591 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, a home -rule municipal corporation, providing for, authorizing, and approving the execution by the City Manager, or his designee, of an interconnect agreement between the City of Denton and Enterprise Pipeline Texas, LLC, a Texas limited liability company, in the amount of $1,386,000.00 for the construction of gas supply and metering infrastructure in conjunction with the Denton Energy Center project; approving the execution of such other and further related documents deemed necessary to effectuate this agreement by the City Manager or his designee, which are incident or related thereto; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utilities Board recommends approval (5-0). City of Denton City Council Minutes April 18, 2017 Page 9 Phil Williams, General Manager -DME, presented topics for discussion that included the recommended fuel supplier, information on Enterprise safety record, budgeted items and cost, major fuel supply components; PUB and staff recommendation for approval. Council discussed the safety record of the company and the availability of the gas transmission line already in the area. Comment cards were submitted by: Carol Soph in opposition Michael Hennen in opposition Speaker cards were submitted by: Ed Soph spoke in opposition Willie Hudspeth spoke in opposition Council discussed the procurement process for the choice of the gas pipe line provider. Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a 5-2 vote. Ordinance No. 2017-128 B. ID 17-371 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $102,000,000 in principal amount of "City of Denton Certificates of Obligation, Series 2017" (including up to $18,940,000 for General Government activities, up to $17,600,000 for Solid Waste Fund activities, and up to $65,460,000 for Electric Fund activities); authorizing the issuance of the Certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the Certificates; approving and authorizing instruments and procedures relating to said Certificates; enacting other provisions relating to the subject; and providing an effective date. Chuck Springer, Director of Finance, summarized the item which was a proposal for the issuance of Certificates of Obligation for three city functions for General Government, Solid Waste, and Electric Utility. He presented the major projects that would be associated with the issuance. Council asked about the substation included in the bond sale, the ARCO substation update and the refunding of debt dealing with solid waste. Willie Hudspeth spoke in opposition. Council Member Wazny motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried with a 6-1 vote. City of Denton City Council Minutes April 18, 2017 Page 10 Ordinance No. 2017-129 C. ID 17-372 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $30,700,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2017"; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject; and providing an effective date. Chuck Springer, Director of Finance, presented an update on the refunding ordinance which also included GOs for various city projects. He detailed the procedures that would be used for the sale of the bonds. Council Member Briggs motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. D. A17 -0002a Conduct the first of two readings of an ordinance to annex approximately 16 acres generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road (A17-0002). Mayor Watts read the following into the record: "An ordinance of the City of Denton annexing approximately 16 acres generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 southbound Service Road, more specifically described in Exhibit "A" and illustrated in Exhibit "B", which area abuts and is adjacent to the city limits so as to include the property within the city limits; granting to all the inhabitants of the property all the rights and privileges of other citizens, and binding the inhabitants to all of the ordinances, resolutions, acts, and regulations of the city; providing for a correction to the city map to include the annexed lands; providing for a severability clause; and providing an effective date (A17-0002)". No action was required on this item at this time. 7. PUBLIC HEARINGS Ordinance No. 2017-130 A. ID 17-435 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, adopting Standards of Care for Youth/Teen Programs administered by Denton's Parks and Recreation Department pursuant to Texas Human Resources Code Section 42.041 (b) (14); and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (5-0). D'Lee Williams, Assistant Director of Parks and Recreation, presented the information regarding the standards of care for the Parks and Recreation programs. A public hearing was required by the State each year to approve the Standards. She reviewed the two changes since last year. The Mayor opened the public hearing. City of Denton City Council Minutes April 18, 2017 Page 11 Willie Hudspeth spoke off topic regarding the 16-20 year old Black males whose needs were not being addressed. The Mayor closed the public hearing. Council Member Gregory motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs suggested a discussion on developing an overlay in the Downtown area. Council Member Briggs requested a discussion on recording Closed Meeting sessions. Council Member Bagheri restated a prior request for a report on a wage study follow up and what changes were done. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 7:37 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON TEXAS CITY OF DENTON CITY COUNCIL MINUTES April 25, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, April 25, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Wazny, Council Member Briggs, Council Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: Mayor Pro Tem Roden. 1. Work Session Reports A. ID 17-414 Receive a report, hold a discussion, and give staff direction regarding the Water Works Park wave pool project schedule and associated admission fees. Emerson Vorel, Director of Parks and Recreation, presented an update on the construction of the wave pool and concession stand. He reviewed the history of the project and approval from the voters in the C1P Bond election of 2014. The estimated opening day for the wave pool and concessions stand was July 1st subject to weather delays. Staff was recommending adjusting the admission pricing until the wave pool was opened using the 2015-16 daily admissions prices. In terms of the preseason prices, the 2015-16 prices would be used. Refunds would be issued according to the type of season pass that was already purchased. Council discussed how the refunds would be made. Vorel continued with a fiscal update and forecast due to the delay in opening. The DISD would not be impacted by the deficit as staff was recommending the City absorb the deficit due to the delayed opening of the wave pool only. Council discussed the anticipated completion date with the contractor in terms of weather delays and any associated penalties; reduced revenue due to fewer sales and people attending the park; and notification to DISD regarding the delayed opening. Vorel noted that future CIP projects would be managed by Facilities Management which better aligned the coordination of all projects across the City and allowed the Parks and Recreation staff to focus on core competencies. Consensus of the Council was to move forward with staffs recommendations. B. ID 17-415 Receive a report, hold a discussion, and give staff direction regarding current notification practices and requirements for public hearings and public meetings. Alison Ream, Assistant Director of Administration, presented information on zoning related public hearing notifications in the Development Services Department. The practices included the Texas Local Government Code requirements and the current city of Denton practices. Recommendations for improvement of notifications of zoning projects were reviewed. Council discussed making the notifications easy to find on the website; consider adding FAQs on projects on the website; and differences in the legal notices now than prior publications. City of Denton City Council Minutes April 25, 2017 Page 2 Ream continued with city-wide notification standards in terms of standard tactics and optional tools. Consensus of the Council was to proceed with the staffs recommendation except for requiring the applicant to mail out the notices. The City should be responsible for sending out the notices and charge the applicant for the actual cost. Staff should continue with both certified mail and regular mailing for notices. C. ID 17-531 Receive a report, hold a discussion and give staff direction establishing an anonymous reporting mechanism as that relates to the duties of the City Auditor. Craig Hametner, City Auditor, stated that the objective of the report was to establish an anonymous reporting mechanism as it related to fraud abuse. He noted alternatives to the reporting mechanism. Methods of reports were presented such as the web, fax, email, and a toll free number. A comparison study was done for informal bids with several different companies with various services. Key points of the anonymous system were noted. Council discussed the number of fraud reports received per year for a city Denton's size; who would be responsible for the management of any complaints; number of complaints that revealed actual fraud; whether the results of the fraud investigation were public information; and whether certain parts of the investigation information would be subject to withholding. Council also discussed costs versus results; and in-house sourcing versus outside sourcing. Consensus of the Council was to implement a reporting system for fraud, waste or abuse. The program would be outsourced with a recommendation from the City Auditor to use Lighthouse. 2. Concluding Items A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Wazny requested a discussion regarding a finish early clause for construction projects and finish late clause to set policy in that area. Include Purchasing, Legal and the Internal Auditor in the discussion. City of Denton City Council Minutes April 25, 2017 Page 3 Council Member Briggs requested an update on options for solar installations in the city limits. Council Member Bagheri requested a Work Session item on fake braking in the city limits. Council Member Bagheri requested an update on her suggestion to have data collected on Election Day on where people would like to vote. Mayor Watts requested an Informal Staff report update of the splash park. With no further business, the meeting was adjourned 3:35 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IEN' `IN Legislation Text File #: ID 17-569, Version: 1 AGENDA INFORMATION SHEET AGENDA DATE: May 2, 2017 DEPARTMENT: Parks and Recreation Department DCM: Bryan Langley SUBJECT Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees and discounts in conflict with such schedule; and providing for severability and an effective date. BACKGROUND Voters approved the construction of a new wave pool and concession stand at Water Works Park as part of the 2014 CIP Bond election. This is the first addition to Water Works Park since its inception in 2003. On Sept. 20, 2016, the City Council approved the Fee Schedule based on the addition of wave pool and concession stand amenities at Water Works Park. Staff had planned for the wave pool and new amenities at Water Works Park to be open by Memorial Day weekend (May 26, 2017). However, due to delays in construction, staff now estimates the wave pool and concession stand will not be open to the public until July 1, 2017. The construction of the project has been primarily delayed due to permit delays and inclement weather days. Staff briefed the City Council on the construction schedule and a recommendation for reduced daily admission fees and season passes for the Water Works Park until the wave pool opens in a work session on April 25, 2017. In addition, the original schedule of fees approved on September 20, 2016, included a statement authorizing discounts for various promotions by Parks and Recreation. After consulting with the Legal Department, staff recommends specifying the promotional discounts for the 2017 season for patrons visiting the Natatorium, Water Works Park, and Civic Center Pool. RECOMMENDATION Wave Pool Daily Admission Fees and Season Passes Due to the delay, staff proposes daily admission fees and season passes be offered at the fiscal year 2015-2016 fees until the wave pool opens (anticipated to be July 1, 2017). The chart below proposes daily admission fees and season passes before and after the wave pool opening. City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-569, Version: 1 Befog Ware Poal Opens, After Wave Pool Opens Dail„ Admissions Daily Admissions Water Works Park',:; (Resident/Nonresident) Water Works Park: (Resident/Nonresident) •' Under 48" $7.x$9 •' Under 48" $13/$15 •' Over 48" $11.x$13 •' Over 48" $17/$19 •' Children 2 and under are free •' Children 2 and under are free. Season Passes Season Passes Water Works lark: (Resident/Nonresident) Water Works lark: (Resident/Nonresident) • Individual ea<so P',ass $a65f$7 • lndivIldual Season Pass $5180 •' Family Pass up to six family members •' Family bas's eliniinated $,x,0'0 Discounts and Promotions Parks and Recreation offer a variety of discounts and promotions throughout the year for patrons visiting the Natatorium, Water Works Park, and Civic Center Pool. Staff proposes to continue providing the following discounts, specifically for the 2017 season. Pass Perks per Season Pass Holder at Water Works Park • Two 50 percent off daily admission coupons for friends and family • $30 off a birthday party package of choice • 10 percent off concessions and gift shop purchases Pass Perks per Pass Holder at Natatorium • One free daily admission coupon for friends and family Group Sales Water Works Park: • 10-29 people, $3 off per admission • 30+ people, $4 off per admission • City of Denton Parks and Recreation camps $2.50 per admission Natatorium: • 10-19 people, $0.50 off per admission • 20+ people, $1 off per admission • City of Denton Parks and Recreation camps $0.50 per admission Civic Center Pool: • City of Denton Parks and Recreation camps $0.50 per admission Promotions Water Works Park: • "Flashback Fun" post wave pool opening, Monday -Friday, 4-7 p.m. 2016 season daily admission rates • On-going coupon, $2 off daily admission (cannot be used with any other discounts) City of Denton Page 2 of 3 Printed on 4/28/2017 powered by L.ag;gl;>karI File #: ID 17-569, Version: 1 • Mobile marketing, $1 hot dogs, 50 percent off concessions items and 50 percent off daily admission • On -duty aquatics staff incentive, 30 percent off concessions Natatorium: • "Family Fun Night" Fridays, 4-7 p.m. Buy one get one daily admission (BOGO) Civic Center Pool: • Father's Day, fathers get in free with a paid admission July 4, $1 admission Employee Wellness Incentive • City employee wellness benefit, $50 All -Access Annual Pass to Water Works Park, Natatorium, and Civic Center Pool for each immediate family member • Denton ISD wellness benefit, $90 per employee for Annual Individual Natatorium Pass FISCAL INFORMATION The temporary daily admission fees and season pass prices for Water Works Park will result in reduction of approximately $305,000 in General Fund Revenue. Staff has also reduced expenses by $174,129, therefore the anticipated deficit is $128,947. Staff recommends the additional estimated deficit be absorbed by the City so as not to impact the joint use agreement with DISD. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Liveable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS 1. April 25, 2017, Wave Pool Work Session presentation 2. Ordinance with Exhibit A Schedule of Fees Respectfully submitted: Emerson Vorel, Director Parks and Recreation Prepared by: Christine Taylor Parks and Recreation Business Manager City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI D z Q U) v ry Qz 0-O zQ OLU �ry zU LULU Dry LL U U 0 z <( M PAM 4-- 0 N z O C: w C: (/) Q O O+-+ a--+ O U U o •(/) Q� a -J a -J W =3 (/) _0 U C: c N .� O O O0 U ��0 C:o � _0 ca M U LL E p M Q C:U N N O O O ' > v 0 — } ca c = O N > (10 > O +-+ U N Q Q Q C: ca O O >; Q i Q O O QQ C6 C6 U i N E Q Q U C:>� UO C `� U x =3C6 0-:3 — f6 : =3 +-+ N N C3- N O U O 0 00 N N Q 4- >� C: M N 4 -J4 -a}, Ou � 1 U > U U ri � O N O O N O N 1 N /��1 w Q O O z cn z 4-- 0 M Q �o U --I A3 W L U O E ++ 0 O 3 -0o 4-J �C U 3 � '� CLo p ca Q c� 07 ca 0 v C: ca — .N C:N a, O D- O O C:— '� O '7 o o O a) .� i 0- N U N Q N C6 3 > C:u> U V) Ov O > _0 _0 U O O �_ Q •�_ to to E oomm CL CL o a a 0 0 u O 4-1U ca N N O u) ON O N N N � V ' ' S Q Q C6 C6 C6 C6 Q Q C C C C 4-- 0 M Q �o U --I 0 m o o m 4 M (Z rl N N N N c C: C: C: C: C: C z 0 z LU 0 LL 0 �o U --I �� (/) ate-+ O L ca O c c� O O C�0 0 0 U ca 0 .C: n 00 . cn + CSA N M U Lf) c C6 a C O r con O ' Q U t�A cN u) C '� O L a--+ v O O ro — 00 +�-+ _0 O ';j p OQ .� Q N N -0N � W N % c O fu = Q) U =3O _0 }, N N � N O N = O " O Q a o o E� L E Q O 0 O C: fu 4-a O _0 N 5 .E E o °v; J W / CL fu a- = 0 L 0- O O O 4-- 0 ci z O z LU 0 LL O M + m + r O �N �N v N C:- �4-14 i i i D i D i Z3 Z3 .� Ln Ln N tO Lni M N W i/,). 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O _0 U � � Lf) 1 III _Ln — Oo u O "' LU Q III,,,,,,, o II III 2 U 4-- 0 0 z O z LU 0 LL O �o U --I S:\LegalkOur Docuaiieiits\Ordiaiaiices\17\llarks Facility and Program Fees ordinance.docx ORDINANCE NO. THE COUNCIL OF THE CITY DENTON HEREBY ORDAINS: SECTION I. The "Schedule of Fees" effective upon signing, set forth in Exhibit attached hereto, and made a part hereof for all purposes, is hereby approved, and supersedes all r�,rior conflicting fee, and discount schedules. SECTION 2. The provisions of this ordinance are severable, and the invalidity of any phrase or part of this ordinance shall not affect the validity or effectiveness of the remainder of this ordinance. SECTION 3. This ordinance shall become effective immediately upon its passage and 1-1-1--.11, --------------------- -- approval. PASSED AND APPROVED NJ 9110 110 111911 M FAMMMOMx.Elam lam I mm' BY: VITIP"tlllrl-41�'W'Ikk,A-ON"Attw�WOVKi-Fow General Fund Only Effective May 3, 2017 TYPEFFF �rPSidPnt1nnn-rP.vidPn.t) .......................... . .. . ................... . . Daily admission fees and season passes offered at the FY 2015-16 fees until the wave pool opens. Discounts may be given through season passes purchases of four or more. ........... Before Wave Pool Opens After Wave Pool Opens Daily Admissions Daily Admissions Water Works Park: (ResidentNonresident) Water Works Park: (Resident/Nonresident) 0 Under 48" $7/$9 Under 48" $13/$15 0 Over 48" $11/$13 Over 48" $17/$19 o Children 2 and under are free Children 2 and under are free Season Passes Season Passes Water Works Park: (Resident/Nonresident) Water Works Park: (Resident/Nonresident) 0 Individual Season Pass $65/$70 0 Individual Season Pass $75/$80 0 Family Pass up to six family members 0 Family Pass eliminated $200 ................ --.- . ............ --------- . ....... .......... . .. ....... visiting the Natatorium, Water Works Park, and Civic Center Pool. Staff proposes to continu* providing the following discounts, specifically for the 2017 season. Pass Perks per Season Pass Holder at Water Works Park 0 Two 50 percent off daily admission coupons for friends and family 0 $30 off a birthday party package of choice 0 10 percent off concessions and gift shop purchases Pass Perks per Pass Holder at Natatorium Group Sales Water Works Park: 0 10-29 people, $3 off per admission 0 30+ people, $4 off per admission 0 City of Denton Parks and Recreation camps $2.50 per admission 0 10-19 people, $0.50 off per admission 0 20+ people, $1 off per admission 0 City of Denton Parks and Recreation camps $0.50 per admission Civic Center Pool: 'raw Promotio ns "Flashback Fun" post wave pool opening, on ®7 p.m. 2016 season daily admission rates On-going coupon, $2 off daily admission (cannot be used with any other discounts) Mobile marketing, $1 hot dogs, 50 percent off concessions items and 50 percent off dail", admission i , li 7--momra * Father's Day, fathers get in free with a paid admission admission Employee Wellness Incentive • City employee wellness benefit, $50 All -Access Annual Pass to Water Works Park, Natatorium, and Civic Center Pool for each immediate family member • Denton ISD wellness benefit, $90 per employee for Annual Individual Natatorium Pass City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: ID 17-584, Version: 1 DEPARTMENT: CM/ ACM: Date: Water Utilities Jon Fortune, 8535 May 2, 2017 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a water main cost participation agreement between the City of Denton, Texas and Love's Travel Stops & Country Stores, Inc. for the City's participation in the oversizing of water mains and in accordance with the terms and conditions of this ordinance; authorizing the expenditure of funds therefore; and providing an effective date. (In the not -to - exceed amount of $80,322.16) BACKGROUND Love's Travel Stops & Country Stores, Inc. ("Developer") is in the process of installing approximately 2,532 feet of water line within the City Limits of Denton (see Exhibit 1). This line is part of the public improvements they are installing as part of their Love's Travel Stop Development project. The Development project requires a 12" water line to be installed along I35N from FM 1173 to Barthold Road. The City sought to oversize the pipeline from a 12" to a 16" in accordance with the City's oversize participation policies and procedures outlined in the Denton Development Code. The purpose of the oversize is to increase the water transmission line capacity along the I -35N corridor. The 16" water line size is consistent with the recently Water Distribution System Master Plan. The Developer presented the City with their tabulated calculation of the Oversize Participation Amount (see Exhibit 2). Staff has reviewed the entire tabulation and determined that 1) the quantities are correct, and 2) the unit prices are not unreasonable, based on similar work on other recent projects. Thus, Staff takes no exceptions to the oversize participation cost as prepared by the Developer. Staff has prepared a corresponding Water Main Cost Participation Agreement (see Exhibit 3). OPTIONS 1. Approve the Water Main Cost Participation Agreement as prepared and submitted by Staff. 2. Reject the Water Main Cost Participation Agreement. RECOMMENDATION Staff recommends approval of the Water Main Cost Participation Agreement as prepared and submitted. ESTIMATED SCHEDULE OF PROJECT This project is currently under construction with completion date of October 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I-eg;gl;>karI File #: ID 17-584, Version: 1 At the April 24, 2017 Public Utilities Board Meeting recommended approval of the Development Agreement 6- 0. FISCAL INFORMATION The City's financial obligation regarding this item is $80,322.16. There is $200,000 budgeted for oversize participation in the FY 2017 (see Exhibit 4). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Location Map 2. Tabulated Calculation of the Oversize Participation Amount 3. Water Main Cost Participation Agreement 4. FY 2017 CIP Detail Sheet 5. Ordinance Respectfully submitted: Dr. Kenneth E. Banks Director of Utilities Prepared by: Earl A. Escobar, P.E. Engineering Development Review Manager City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI as LO O LU U) Z LU of LU cl LU Cl) 0 0- 0 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII .............. . .............. ............ . .................... - — — — — ---------- - ---------- . .......... SE -1 . .................... . ........... ........... . .......... ....... ............. . ........... . ........... ......... ...................... ........... . ........... . ........... . ........... ........ . ........ . ...... . ... . ... . . ........... . ....... ........ .nn.... . . ... . ........ ... . ............ ..... mnnnuumnnnoumn . .. . .. noumn . .... . ..... . .......... . .......... . .......... . .......... . .......... . IWIIIW�II III 'O^ a) E U) Co 0- t LU > > 0 —i LU 10, CY) Cl) ~ LU < x LU L11 ENb PUBLIC IMPROVEMENTS (OVERSIZE PARTICIPATION ESTIMATES) Exhibit Prepared by: Unit Prices Provided by: Jeremy Reese, PE Gabe Harman Chipola Engineering Group, Inc. Harman Construction, Inc. 4420 Jackson Street 1633 Rogers Road Marianna, FL 32448 Fort Worth, TX 76107 LOVE'S TRAVEL STOP 6421 N. 1-35 DE'NTON, TX 76207 DATE: MARCH 15, 2017 Item Description Quantity Unit Unit Cost Total POTABLE WATER (AS DESIGNED) 16" C-150 D.I.P. Special Thickness Class 51 2532 LF $73.03 $184,911.96 8" DR -18 P.V.C. 12 LF $36.42 $437.04 16" Gate Valve 14 EA $2,737.00 $38,318.00 8" Gate Valve 1 EA $2,590.00 $2,590.00 Type 2 Air Release Valve 1 EA $1,870.00 $1,870.00 Fire Hydrant Assembly (incl. 6" P.V.C. lead & 6" Gate Valve) 9 EA $3,800.00 $34,200.00 Direct Bury 30" Steel Casing 121 LF $185.00 $22,385.00 Jack & Bore 30" Steel Casing (0.5" Thickness) 90 LF $593.00 $53,370.00 16"x12" Reducer 1 1 EA $549.00 $549.00 Connection to existing 16" water main 1 EA $2,495.00 $2,495.00 TOTAL (1611) $341,126.00 POTABLE WATER (OVERSIZE COMPARISON) 12" DR -18 P.V.C. AWWA C-900 (150 Pressure Class) 2532 LF $44.90 $113,686.80 8" DR -18 P.V.C. 12 LF $36.42 $437.04 12" Gate Valve 14 EA $2,650.00 $37,100.00 8" Gate Valve 1 EA $2,590.00 $2,590.00 Type 2 Air Release Valve 1 EA $1,870.00 $1,870.00 Fire Hydrant Assembly (incl. 6" P.V.C. lead & 6" Gate Valve) 9 EA $3,800.00 $34,200.00 Direct Bury 24" Steel Casing 121 LF $175.00 $21,175.00 Jack & Bore 24" Steel Casing (3/8" Thickness) 90 LF $525.00 $47,250.00 Connection to existing 16" water main 1 1 EA $2,495.00 $2,495.00 TOTAL (12") $260,803.84 Exhibit Prepared by: Unit Prices Provided by: Jeremy Reese, PE Gabe Harman Chipola Engineering Group, Inc. Harman Construction, Inc. 4420 Jackson Street 1633 Rogers Road Marianna, FL 32448 Fort Worth, TX 76107 Exhibit 3 THE STATE OF TEXAS § COUNTY OF DENTON § WATER MAIN COST PARTICIPATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND LOVE'S TRAVEL STOP WHEREAS, Love's Travel Stops & Country Stores, Inc., hereinafter referred to as "Developer", whose business address is 10601 N. Pennsylvania, Oklahoma City, Oklahoma 73120, wishes to develop and improve certain real property named the "Love's Travel Stop Addition" (as shown in Exhibit A, attached hereto and incorporated herein by reference), located in the City of Denton, Texas; and is required to provide such real property with adequate collection capacity by designing, constructing and installing a water line of an inside diameter of twelve inches (12"), hereinafter referred to as the "Required Facilities"; and WHEREAS, the City of Denton, Texas, a Texas home rule municipal corporation with its offices located at 215 East McKinney Street, Denton, Texas 76201, hereafter referred to as the "City," in accordance with its ordinances, wishes to participate in the cost of the construction and installation of said water main to provide for an "oversized" water main to expand its utility system and insure adequate utility service to other customers; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein the Developer and the City do hereby AGREE as follows: 1. Developer shall design, install, and construct, approximately 2,532 linear feet of sixteen inch (16") water distribution line, and all necessary appurtenances thereto, hereafter referred to as the "Oversized Facilities" as shown on Exhibit B, attached hereto and incorporated herein by reference. 2. As required by Subchapters 35.21.9, 35.21.9.1 and 35.21.9.2 of the Denton Development Code, Developer will enter into a Development Contract with the City prior to the beginning of construction of the Oversized Facilities. This Development Contract is attached hereto as Exhibit C and is incorporated herewith by reference. This Agreement is subject to and governed by said Development Contract and any other applicable ordinances of the City of Denton, Texas. 3. Prior to beginning of construction of the Oversized Facilities, Developer shall obtain, at Developer's sole cost and expense, all necessary permits, licenses and easements. The easements, deeds, and plats therefor obtained by Developer shall be reviewed and approved as to form and substance by City prior to the beginning of construction. If Developer is unable to acquire needed easements, Developer shall provide City with any requested documentation of efforts to obtain such easements, including evidence of negotiations and reasonable offers made to the affected property owners. Any easements for the Oversized Facilities obtained by the Developer shall be assigned to City, if not taken in City's name, prior to acceptance of the Oversized Facilities, and Developer warrants clear title to such easements and will defend City against any adverse claim made against such title. 4. City's share in the cost of the Oversized facilities is based upon the difference in the cost of installing Required facilities, as determined by City, and the cost of the Oversized Facilities, as determined by City, shall be in an amount not to exceed Eighty -Thousand Time- Hundired Twenty Two and 16/100 Dollars ($80,322.16), the maximum participation cost allowed 1lerein. 5. The Director of Water Utilities, or his designee, shall determine the appropriate level of cost participation by the City based upon the incremental cost between the Developer Required facilities and the City's requested oversized facilities. This cost determination shall be based upon recent bids for similar facilities and/or cost estimates prepared by the City's engineering staff. If the City cannot justify the costs involved in any such contract where City funds or pro -rata repayment is involved, the City shall have the option and right to submit the proposal for sealed bids, and the Developer shall pay his proportionate share of the acceptable bid. Final approval of all oversize participation agreements between the City and the Developer shall come from the City Council after recommendation from the Public Utilities Board unless the participation amount is less than the expenditure level authorized by the City Manager. 6. The City shall not, in any case, be liable for any additional cost because of delays in beginning, continuing, or completing construction; changes in the price or cost of materials, supplies, or labor; unforeseen or unanticipated cost because of topography, soil, subsurface, or other site conditions; differences in the calculated and actual per linear feet of pipe or materials needed for the Oversized facilities; Developer's decision as to the contractors or subcontractors used to perform the work; or any other reason or cause, specified or unspecified, relating to the construction of the Oversized facilities. 7. Final payment to the Developer for oversize participation by the City shall occur within sixty (60) days of the City's final acceptance of the installed Oversized Facilities. 8. To determine the actual cost of the Oversized Facilities, City shall have the right to inspect any and all records of Developer, its agents, employees, contractors or subcontractors, and shall have the right to require Developer to submit any necessary information, documents, invoices, receipts or other records to verify the actual cost of the Oversized facilities. 9. All notices, payments or communications to be given or made pursuant to this Agreement by the parties hereto, shall be sent to Developer at the business address given above and to the Manager for Water Utilities for City at the address given above. 10. Developer shall indemnify and hold City harmless from any and all claims, damages, loss or liability of any kind whatsoever, by reason of injury to property or person occasioned by any act or omission, neglect or wrongdoing of Developer, its officers, agents, employees, invitees, contractors or other persons with regard to the performance of this Agreement; and Developer shall, at its own cost and expense, defend and protect City against any and all such claims and demands. 11. If Developer does not begin construction of the Oversized Facilities within twelve (1 i) months of the date of execution of this Agreement, this; Agreement shall autonl< ti 11y terrnimzte, without further action of e,iEl7cr p lrty. 12. This instrument embodies the entire agreement ofthcoarties hereto and there are no promises, (unnx, conditions or obligations other than Uu,sc contained o, incorporated herein. This /\grcunnuni yhu|| ouperscdc all previous coonnuuoioo1iouo, rcprcoonbUunu uragroconun{u, whether verbal or written, bc1vvocn the parties hereto with respect to the mu|Jco{ rnoltoro[this &greorncnL 13. This Agreement shall not be assigned by Developer without the express written conacoiof|hcCity. 14. This Agreement iuentered into and able in Denton C'ounty,1exox. Any and all suits for any b,cuuh of this AgrcorncnL o, any other suit pertaining to or arising out of [his &groonnonL xhui| be brought in oCourt ofcnnopntent 'udxdintioo in Don1on County, Texas. This Agreement shall be governed byand construed in accordance with [lie iuw'u of tile 0(o(eof1exon. Nothing in this Agreement aho|| be docnncd to, or is intended to, waive any defense u party may have at law, including but not limited to immunity. EXECUTED induplicate original Counterparts bvtile undersigned du| izcdnfOoio|a and oOiooco of the City and the Developer, on this the day of 2017. CITY 0PDDNT0N,TDXA8 A rLxas Home Rule Municipal Corporation By: &]`[DST: BY: &pPROVCD&Sll)LEGAL FORM: AARON LEAL|NTkR|MCITY AlT(RNBY LOVE'S TRAVEL STOPS & COUNTRY STORES, INC. RIM STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me, the undersigned authority on this day of 1 2017, by , the of Love's Travel Stops & Country Stores, Inc., in the capacity herein stated and as an act of the company. Notary Public in and for the State of Texas K011K)OI IMMad BIR 8 ggm. TlRRw Is I TI Wo SCkVMHOIH 31)VIS H" Tz-7- D(Fi D B D 1" A c� E S m ING KE ;Hhh A I fz11---L L------------------ ;Hhh A (FII D Bi � 1" Bi �q A. aap q MNzb� - -�s 3 -0� 0 To� -M— oi, 0 tg —5MR. 6-4 o�aH ar p, M H- . ...... . hq-m- H 0' -----HW t --g o-- nX, p S., N—M ... ... . .. wsa mea .4-2-M WtR-14 Sw YS J -Em' Mo- o< < M.N., V 3NIl HO1VV4 FA V1 I j G, 0- CA 0 F- Of C/) 0 F- U) Ch QF- F- Z (A D OU II II I fl 0 it II Ai 1 Egg > Hl .2 Y 0 &o V 's AI I LH Ain YA - ----- - --- ------- — - - -- ----- ----- 'I, ---------- ------ - q M 11111 IT1111111, ,-p ....... j,, 4 I ITIITI�-- 111TI-11\1 1" ------------ P �--_ co R w U a O N I 8 3±]HOLVItiV 3NIlIdOiII 6 J r � b. ffs tril w w0020 N�O II II �3 n � ... o o I � I I I w 3 J I �I ISI 3 I U I I I I w v 3 I o I I r 0 z w I $S I X � II I d m v w I J I li II I I =a 1 m I � - + y e w m fi f, o o o� 5 � o o of OF— a �,✓ Boa w a s w h � Q d' �z W g � Z II - r Bo WIP51i V I g 5 I II II e O �' 9e3 o I I' SII WIP u m \ \zea\ All ¢$; � «_ e I O F i AllS II 111111 I — n O I Y � WIP 8 WIP b r II o txrv� 0e ` R I Qi m a n z � a� WIP O II 9 1 111111 wlu ft WIP m a )) 0 m _ w, id6F wor s W"dffz r i ��k _�____ HQ, 3NIl71 ,, �'. V 3WHOiVW �_ wz 93'.jV r „w 8 n wd 1,10, ") i, -.,anti'.",w.......... y, S o�o a£d I 1 S� 3^ .o I / , I I I i z I I � a3m --------------- II I,,. B}I II II 9 9 E zgae �r o wo rN j. -L li II f p �p I I I 6 11 S I I 3 w 0 2 I rl ^ I U3 I r I II I I I I I I Il I I I I I � I I I I I I I �I I r m I I = - I I s II a II I ' o I � II ,at II a z I a m � w zo $n N dQ_o . _ Spz U O II I I 4 I I I 3 I I I I I I I I I I I I I I IL I m � -------------- I I I I f 1 I r s I I —ILI I I o4" II I I 1 = I I I I I �9 31i11��-1�1VWIU °p, II li I Iii I II L� I II 1. I I I I U 1,10,m.....ooo«......vd a ExNNA C PROJECT NO. FP16-0011 CONTRACT TYPE SW, SS, UT, PV, DR DEVELOPMENT CONTRACT FOR PUBLIC IMPROVEMENTS WHEREAS, Love's Travel Stops & Country Stores, Inc. , (the "Developer), whose business address is 10601 N. Penn. Ave., Oklahoma City, OK 73120 , is the owner and developer of real property located in the corporate limits of the City of Denton being described as see attached legal description an addition to the City of Denton, Texas (the "Development'); and WHEREAS, Developer wishes to enter into this agreement with the City of Denton, Texas (the "City) to provide for the construction of certain public improvements generally described as the Love's Travel Stop as further described in Exhibit A attached hereto and made a part hereof by reference (the "Public Improvements"), which, among other things, are necessitated by and will serve the Development; and WHEREAS, this agreement is entered into pursuant to Subchapter C of Chapter 212 of the Texas Local Government Code as a condition of plat approval and the Public Improvements are roughly proportional to the benefits received and burdens imposed by the Development; and WHEREAS, this agreement is required to ensure that the Public Improvements are constructed in accordance with the City's standard specifications for public works projects, applicable ordinances and design criteria manuals ("Standard Specifications"), and the plans and specifications prepared by Developer's engineer, Chipola Engineering Group, Inc. ("Developer's Engineer") datedOctober 18, 201.6which were approved by the City and are on file in the office of the City Engineer, which may be amended with the written approval of the City Engineer or his designee (the Pagel of R\3-Wayl)evelopment Conhucts\Updated Forms\131ank Mvelopment Agreement -12 -2009 -Indemnification in bold,caps.docx DEVELOPMENT CONTRACT I "Project Specifications"), such Standard Specifications and Project Specifications being incorporated herein by reference and herein called the "Plans and Specifications"; and WHEREAS, the Developer understands and agrees that it is responsible for and has retained at its sole expense, the Developer's Engineer to design the Public Improvements in accordance with the Standard Specifications, taking into consideration the specific site conditions that may impact the Public Improvements; and WHEREAS, the Developer shall provide for the construction of the Public Improvements by and through Harman Construction, Inc. 1633 Rogers Rd., Fort Worth, TX 76107 whose address is .(the "Contractor"), a construction contractor experienced in the construction of improvements similar to the Public Improvements, and WHEREAS, Developer and Contractor recognize that the City has an interest in ensuring that the Public Improvements, which will, upon completion and acceptance by the City, become public property, are properly constructed in accordance with the Plans and Specifications and that payment by Developer is provided therefor; NOW, THEREFORE, The Developer, Contractor, and City (the "Parties") in consideration of their mutual promises and covenants contained herein agree as follows: 1. Covenants of Developer and Contractor. (a) Construction. Contractor shall construct the Public Improvements in accordance with the Plans and Specifications and complete the Public Improvements on or before October 18, 2017 Developer shall be responsible for all monies due to the Contractor for construction of the Public Improvements. In no event shall the City be responsible for payment of any of the expenses or costs to construct the Public Improvements. The City Page 2 of 9 I 1111MMM13 MUCO)MMMM Engineer in his discretion may require the Developer to provide security for payments to the Contractor, which may be in the form of a cash deposit with the City, a letter of credit, a dedicated construction account with a lending institution approved by the City Engineer, or other security that the City Engineer in his discretion deems adequate to ensure that the Developer does not default in its payment obligations to the Contractor. (b) Authority of City Engineer, Inspections, Tests and Orders, Developer and Contractor Warranty. All work on the Public Improvements shall be performed in a good and workmanlike manner and to the satisfaction of the City Engineer or his representative. The City Engineer shall decide all questions, which arise as to the quality and acceptability of materials furnished, work performed, and the interpretation of the Plans and Specifications and may reject any work not performed in accordance with the Plans and Specifications. The Contractor, its surety on the performance bond required herein and the Developer, warrant that the Public Improvements will be free from defects in materials and workmanship and that they will pay to remedy same for a period of two years after the completion of the Public Improvements and final acceptance by the City. This warranty shall not constitute a limitation on the duty to remedy latent defects in construction that were not known at the time of final acceptance or within said two year warranty period. The Contractor shall famish the City Engineer or his representative with every reasonable facility for ascertaining whether or not the work performed was in Page 3 of 9 111 VATA 91 XG) a UV 191 z I KKII Z 0 0 MM I accordance with the Plans and Specifications applicable thereto. Any work done or materials used without suitable inspection by the City may be ordered removed and replaced at Contractor's expense. The City Engineer or his designee shall perform periodic inspections of the work and shall perform a final inspection prior to final acceptance by the City and an inspection 30 days prior to the expiration of two years from the date of final completion and acceptance of the work by the City. Upon failure of the Contractor to allow for inspection, to test materials furnished, to satisfactorily repair, remove or replace, if so directed, rejected, unauthorized or condemned work or materials, or to follow any other request or order of the City Engineer or his representative, the City Engineer shall notify the Developer of such failure and may suspend inspections of such work until such failure is remedied. If such failure is not remedied to the satisfaction of the City Engineer, the City shall have no obligation under this agreement to approve or accept the Public Improvements and the City may withhold, suspend or revoke any permits or other approvals for the Development until such matter is remedied to the satisfaction of the City Engineer. (c) Insurance. Contractor shall provide for insurance in form and in substance in accordance with the City's standard insurance requirements for public works projects, which are on file in the Office of the City Engineer and which are incorporated herein by reference. (d) Means and Methods of Construction. The means and methods of construction shall be such as Contractor may choose; subject, however, to the Page 4 of 9 I DEVELOPMENT CONTRACT City's right to reject the Public Improvements for which the means or method of construction does not, in the judgment of the City Engineer, assure that the Public Improvements are constructed in accordance with Plans and Specifications. (e) Books and Records. All of the Developer's and the Contractor's books and other records related to the construction of the Public Improvements shall be available for inspection by the City. (f) Performance Bonds. The Contractor shall execute a perfon-nance bond in the full amount of the cost to construct the Public Improvements in favor of the City ensuring completion of the Public Improvements in accordance with the Plans and Specifications and warranting against defects in materials and workmanship for a period of two years from the date of final acceptance by the City as provided in 1(b) herein. The performance bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the City's standard farm, and shall contain a local resident agent for service of process. The Developer may be a co -obligee on the performance bond with regard to the Contractor's obligations. (g) Payment Bonds. The Contractor shall execute a payment bond in the full amount of the cost to construct the Improvements in favor of the City insuring against claims from suppliers and subcontractors. The payment bond shall be executed by a corporate surety authorized to do business in Texas in accordance with Chapter 2253 of the Texas Government Code, shall be on the IMIATA a _•'S 01 a KKOJ a IMITM City's standard form, and shall contain a local resident agent for service of process. Owner and Developer may be co -obligees on the payment bond. (h) Retainage: Final Payments. As security for the faithful completion of the Public Improvements, Contractor and Developer agree that the Developer shall retain ten (10) percent of the total dollar amount of the contract price until after final approval or acceptance of the Public Improvements by the City. The Developer shall thereafter pay the Contractor the retainage, only after Contractor has furnished to the Developer satisfactory evidence including an affidavit that all indebtedness has been paid, that all indebtedness connected with the work and all sums of money due for labor, materials, apparatus, fixtures or machinery furnished for and used in the performance of the work have been paid or otherwise satisfied. In addition, Contractor shall provide Developer with a consent to final payment from the payment bond surety. (i) Encumbrances. Upon completion and final acceptance of the Public Improvements by the City, the Public Improvements shall become the property of the City free and clear of all liens, claims, charges or encumbrances of any kind. If, after acceptance of the Public Improvements, any claim, lien, charge or encumbrance is made, or found to exist against the Public Improvements, or land dedicated to the City, to which they are affixed, the Developer and Contractor shall upon notice by the City promptly cause such claim lien, charge or encumbrance to be satisfied and released or promptly post a bond with the City in the amount of such claim, lien, charge or Page 6 of 9 N DEVELOPMENT CONTRACT encumbrance, in favor of the City, to ensure payment of such claim, lien, charge or encumbrance. INDEMNIFICATION. THE DEVELOPER AND CONTRACTOR SHALL AND HEREBY DO INDEMNIFY, DEFEND AND SAVE HARMLESS, THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY M-T.""Y"MY MT77�' �Irjowsukrfift 7 -F -107A' ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED AS SUSTAINED BY ANY PERSON, PERSONS OR PROPERTY ON ACCOUNT OF THE OPERATIONS OF THE CONTRACTOR, HIS AGENTS, EMPLOYEES OR SUBCONTRACTORS; OR ON ACCOUNT OF ANY NEGLIGENT ACT OF FAULT OF THE �11 0 1-1410e IN IMITIN 101 IMPROVEMENTS; AND SHALL PAY ANY JUDGMENT, WITH COSTS, WHICH MAY BE OBTAINED AGAINST THE CITY GVOVJ-VG OUT OF SUCV'NJtfk",Y OR-R4-,U.4,GE. (k) Agreement Controlling. The provisions of this agreement shall control over any conflicting provision of any contract between the Developer and Contractor as to the construction of the Public Improvements. 2. Covenants of City of Denton. Upon proper completion of the Public Improvements in accordance with this agreement, the City agrees to accept the Public Improvements. Page 7 of 9 DEVELOPMENT CONTRACT I 3. Nexus and Rough Proportionality. The Developer acknowledges and agrees that there is a reasonable nexus between the demands created by the Development and the Public Improvements, and that the costs associated with the construction and dedication of land for the Public Improvements is roughly proportional to the benefits received and the burdens imposed by the Development. The Developer shall indemnify and hold the City harmless against any claim by it or others claiming through it, that the required Public Improvements and associated dedication of land are unlawful exactions. 4. Venue and Governini! Law. The Parties herein agree that this agreement shall be enforceable in Denton County, Texas, and if legal action is necessary in connection therewith, exclusive venue shall lie in Denton County, Texas. The terms and provisions of this agreement shall be construed in accordance with the laws and court decisions of the State of Texas. 5. Successor and Assigns. This contract shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Executed in triplicate this, I 8th day of October 2016 . DEVELOPER Name: Love's Travel Stops,&, Country Stores, Inc. By: J.T. Ross Title: Vice President, Construction Address 10601 N. Penn Ave. Oklahoma City, OK 73120 Page 8 of 9 DEVELOPMENT CONTRACT CONTRACTOR Name: Harman ConstructionAnc. By: Name: 4abe 1 tarn an Title: President Address 1633 Rogers Rd. Ft. Worth. TX 76107 ATTEST: JENNIFER WALTERS, CITY SECRETARY VED AS W LEGAL FORM: BURGESS, CITY ATTORNEY BY: CITY OF DENTON, TEXAS BY: CITY MANAGER Page 9 of 9 F.Y. ENb City of Denton "f`"` 2017-2021 CIP Improvements Projects 2017 40100 -CONSTRUCTION 1360 -Sub Contract 1 ter utili�"� Project Title: Oversize Waterlines $200,000 Description: Money allocated to pay the difference in construction cost of increasing a waterline size from the minimum required design size indicated in the subdivision regulations to a larger diameter line size needed in the future for increased growth. Utility Bonds Business Unit: 630200 -Water -Distribution $200,000 Project Type: Growth $200,000 Project Scope: Every Year Project 1360 -Sub Contract Category Code: 029 -OVERSIZE LINES IL F.Y. Cost Code Cost Type Funding Source11 Comment Amount 2017 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds $200,000 2017 Total: $200,000 2018 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds IL $200,000 2018 Total: $200,000 201J401 1360 -Sub Contract Utility Bonds IL $200,000 2019 Total: $200,000 2020 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds IL $200,000 2020 Total: $200,000 2021 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds $200,000 2021 Total: $200,000 Project Total. $1,000,000 Comments: Subdivision regulations specify the minimum required waterline for new development based on projected usage for newly platted area. During Development Review, the City will agree to pay for additional costs to increase the line size for additional growth. ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTIIORIZING THE CITY MANAGER TO EXECUTE A WATER MAIN COST PARTICIPATION AGREEMENT BETWEEN TIIE CITY OF DENTON, TEXAS AND LOVE'S TRAVEL STOPS & COUNTRY STORES, INC. FOR TIIE, CITY'S PARTICIPATION IN TIIE OVERSIZING OF WATER MAINS; AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS ORDINANCE; AUTHORIZING THE EXPENDITURE OF FUNDS 'THEREFORE; AND PROVIDING AN EFFECTIVE DATE (NOT -TO -EXCEED $80,332.16). WHEREAS, the City desires to participate in the cost of oversizing water mains to be designed, installed, and constructed by the owner of the real property, Love's Travel Stops & Country Stores, Inc., in an amount not to exceed Eighty -Thousand Three -Hundred Thirty -Two and 16/100 Dollars ($80,332.16), in accordance with the provisions of Section 35.21.9.1 of the Denton Development Code, as amended, and Texas Local Government Code §212.072; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is authorized to execute a "Water Main Cost Participation Agreement between the City of Denton, Texas and Love's Travel Stops & Country Stores, Inc., for the oversizing of approximately 2,532 linear feet of twelve -inch (12") to sixteen -inch (16") water mains; substantially in the form of the attached Agreement, which is incorporated herewith and made a part of this ordinance for all purposes; subject however, to Love'sTravel Stops & Country Stores, Inc. entering into a Development Contract with the City of Denton, in accordance with Section 35.16.20.8 of the Denton Development Code, as amended, of the City of Denton, 'Texas. SECTION 2. The City Manager is hereby authorized to make the expenditures as set forth in the attached Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: AARON DEAL,, INTERIM CITY AT-fORNEY By:__ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: ID 17-369, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Todd Hileman, City Manager Date: May 2, 2017 SUBJECT Hold a public hearing, and discuss, deliberate and provide staff with direction regarding the proposed site for construction, expansion, and use of an electric power transmission substation generally located in the northeast corner of East Sherman Drive and Hartlee Field Road; as part of Denton Municipal Electric's service territory. [Hartlee Field Substation] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Program includes a project to reconstruct its electric transmission system. Its current capacity is inadequate for expected future load. The need for a substation in the vicinity of the above described area (Exhibit 1), in the City of Denton, Texas, has been identified and shared with closely impacted landowner representatives. DME held an open house and meetings to discuss the siting of the proposed substation and transmission routes with the landowner representatives of the potential site area and has received feedback from them. OPTIONS 1. Provide staff with direction PRIOR ACTION/REVIEW (Council, Boards, Commissions) Options were presented in Closed Session to the Public Utilities Board on March 27, 2017, and to the City Council on December 6, 2016. A Public Hearing was held at the Public Utilities Board meeting on April 10, 2017, at which time the PUB recommended the yellow site option. (vote 7-0) STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities City of Denton Page 1 of 2 Printed on 4/28/2017 powered by I._eggl;>karI File #: ID 17-369, Version: 1 EXHIBITS 1. DME Substation Locations Map 2. Hartlee Field Substation Options Map 3. Revised Yellow Site Option 4. Project Information Sheet Respectfully submitted: Phil Williams General Manager Prepared by: William A. Bunselmeyer Interim Executive Manager City of Denton Page 2 of 2 Printed on 4/28/2017 powered by I._ag;gl;>karI I I �M �; �. I �I � i! 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Construction of the Hartlee Field Substation is one project that is necessary. Information on the project is presented herein. Several alternatives have been considered as possible locations for reconstruction of the Hartlee Field Substation. A map is attached that shows location; options that have been identified at this time. One of those possible sites is owned by the city. A substation location could be chosen that is different from those locations shown on the map. - All facilities will be owned and operated by DME. Whv is the Proiect needed? State an ,���I Vu1Y4iluiVmi����IYilQliii�p� i�V�iuYt�°I��I�BdIIdVIi�l�'IIYII�I�VI VIuI��lu �i�Qli ���II��i�IIVtlIpIV II�IIIVii'��i�6�Di�V� 4li ���,1���� y 9 �federalaws mandate specific and wellM VV defined performance requirements for utility systems. DME must comply with these requirements not only to ensure regulatory compliance, but more importantly, to maintain the best reliability of electric service to our �� f customers. Annual studies are completed to determine whether or not each transmission line segment and substation section provide the performance required by the rules. If deficiencies are identified, projects must be defined and constructed that resolve the deficits. In determining a solution for a deficiency, alternatives are considered that take into account benefits, impacts, and costs. In the case of Hartlee Field Substation, it has been determined with the growth in North Texas, the capacity of adjacent substations will not be sufficient to accommodate growth in northeast Denton at some point in the future. It is the intention of the City of Denton to purchase the land and build the substation in a future year as the City expands to the north and northeast. This site provides DME with great flexibility both in maintaining City-wide system reliability and in meeting the growing electrical demands of the City's electrical system. DME has investigated five alternatives for the Hartlee Field Substation. The attached map shows the five options. Project Information Hartlee Field Substation The Site Selection Process The analysis phase of project development only identifies that a project is needed, what the project should accomplish, and a potential area for the needed project. It does not mandate the use of a specific site. The site selection process, which includes requesting public input, is employed to assist with determining the location for the new substation. Alternatives have been identified for the substation construction and are depicted on the attached map. Identification of these sites is the starting point for the selection process. This open house is intended to communicate the need for the project and to provide an opportunity for individuals to learn about the project and make comments. Potentially affected land owners and those within 500 feet of any of the alternative sites have been notified by mail of the project and the public open house. The City Council has approved the substation site selection process. This process presents the public with several opportunities to provide input. The first step is for DME to conduct an open house where information is made available on the proposed project, questions may be asked, recommendations can be made, and written or verbal comments may be provided. Interested individuals may also contact DME at any time. Contact information for DME is provided below andat the open, house. All comments received for a project will be compiled, DME will consider all comments, complete additional reviews as appropriate, and will provide a recommendation to the Public, Utilities Board (PUB). During its consideration of DME's proposal, the PUB will conduct a public hearing and direct DME to take additional actions or recommend a site for consideration by the City Council. During its consideration of the PUB's findings, the City Council will again conduct a public hearing to receive comments from interested residents. Ultimately, the City Council will select the site for the proposed substation. DME's practice is to provide notices by mail for the open house and for the PUB and City Council public hearings. January 26, 2017 DME's contact for questions: Brian Daskam Energy Services Development Officer Phone: (940) 349-7567 Email: Brian.Daskam@cityofdenton.com Timeline for the Proposed Facilities Following recommendation by the Public Utilities Board and approval by the City Council of a site, DME will undertake procurement of land for the proposed substation should a site other than the one already owned by the City of Denton be selected. The time required for purchase of the land is unknown at this time. Construction of the substation will be undertaken when 2 Project Information Hartlee Field Substation January 26, 2017 development or other load growth in northeast Denton increases to the point where it is needed or should other reliability considerations arise. DME has no timetable for actual construction but anticipates that the station will be needed four to ten years after the site is selected by City Council and the land is acquired. Procurement of Land and Easements Land and easement procurement processes are governed by state laws and local ordinances such as Senate Bill 18. Once the City Council has approved the substation site, if procurement actions are required, the process will follow these requirements. The City will pay fair market prices for land and land rights. Fair market value is determined by conducting market studies and appraisals. Attachment: Location Map 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEYlf `IN File #: Z16 -0028a, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 2, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 0.550 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is generally located at 1604 West Hickory Street approximately 85 feet east of North Avenue C in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommends approval (4-2). (Z16-0028, Harris). BACKGROUND The applicant is seeking to rezone the subject property, which is located on the north side of Hickory Street between Avenue B and Avenue C, from DR -2 District to DC -G District. The property owner, Jackson Chang Apartments, also owns the two adjoining properties to the east, which are zoned DC -G District, and is seeking to consolidate the zoning on the three contiguous parcels to facilitate future redevelopment. Access to the subject property is currently provided from a single driveway on West Hickory Street, which is classified as a Secondary Major Arterial and a One -Way Couplet per the Mobility Plan. A One -Way Secondary Major Arterial requires 66 feet of right-of-way and is designed to accommodate approximately 10,050 vehicle trips per day. The current zoning of DR -2 District permits a mix of single- and multi -family residential, small-scale neighborhood services, and institutional uses intended to provide a transition from moderate density residential neighborhoods to high density downtown development. The proposed DC -G District is intended to encourage a mixed-use and pedestrian oriented district around the downtown district and university areas. A schedule of permitted uses in both the DR -2 District and DC -G District is provided in Exhibit 6. The proximity of the subject property to the University of North Texas campus and the downtown district makes this a logical location for the density and uses permitted in the DC -G District. Currently, DC -G District exists to the south and east of the subject property and DR -2 District exists to the north and west. The subject property is located within an area designated as a "Neighborhood/University Compatibility Area" on the Future Land Use Map in the Denton Plan 2030. This designation applies to areas of residential and commercial use that are adjacent to the University of North Texas (UNT) and Texas Woman's University that are affected by the proximity of the universities. These areas are intended to provide a transition between the campuses and the surrounding neighborhoods by promoting compatible form and land uses such as moderate density residential and neighborhood -serving commercial uses that can serve both students and neighborhood residents. The mixture or uses and scale of development permitted by the DC -G District are in conformance with this Future Land Use designation because they would contribute to the walkability, livability, and vibrancy City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: Z16 -0028a, Version: of the area surrounding the UNT campus. In summary, the proposed rezoning to DC -G District is a logical continuation of the existing DC -G District to the east and south of the subject property and would facilitate the cohesive redevelopment of three parcels of land under the same ownership. The scale and density of development permitted under the DC -G District would not be out of character for the area immediately adjoining the UNT campus. The rezoning is also in conformance with the Future Land Use designation for the area surrounding the university, particularly because it would promote pedestrian and bicycle traffic by allowing higher density development in close proximity to the university. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 22, 2017, the Planning and Zoning Commission recommended approval of the rezoning request [4- 2]. The opposition to this request was primarily due to concern over the height and density of development permitted within the DC -G District and potential incompatibility of such development with surrounding neighborhoods. However, the recommendation for approval was given because other commissioners found that DC -G District was appropriate at this location given the proximity to the university campus and the continuity it would provide among the applicant's Hickory Street properties. Minutes from the P&Z meeting are included in Exhibit 9. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Site Location Map 3. Existing Zoning Map 4. Future Land Use Map 5. Proposed Zoning Map City of Denton Page 2 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI File #: Z16 -0028a, Version: 6. Permitted Uses Table 7. Presentation Slides 8. Public Notification Map and Responses 9. Planning and Zoning Commission Meeting Minutes 10. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Hayley Zagurski Associate Planner City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI Exhibit 1- Staff Analysis City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: Z16-0028, Version: Planning Report Z16-0028 / Harris City Council District 3 Planning & Zoning Commission March 22, 2017 REQUEST: Hold a public hearing and consider a request by MSGS-B, Ltd. to rezone approximately 0.550 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is located at 1604 West Hickory Street approximately 85 feet east of North Avenue C in the City of Denton, Denton County, Texas. (Z16-0028, Harris, Hayley Zagurski). OWNER: MSGS-B, Ltd. APPLICANT: Gary Chang, Jackson Chang Apartments BACKGROUND: The subject property is located on the north side of West Hickory Street between Avenue B and Avenue C. The applicant is seeking to rezone the subject property from Downtown Residential 2 (DR -2) District to Downtown Commercial General (DC -G) District. The property owner also owns the two adjoining properties to the east, which are zoned DC -G District. The applicant is seeking to consolidate the zoning on the contiguous parcels to facilitate future redevelopment of the properties. The applicant has indicated that their intent is to redevelop the site with office and multi -family uses. Specific plans and a timeline for the intended redevelopment were not provided with this request. SITE DATA: The 0.55 -acre subject property has approximately 150 feet of frontage along West Hickory Street. The property is currently developed with four one-story duplexes, two of which are joined by a carport, and an asphalt parking lot. The property is currently unplatted. West Hickory Street is classified as a Secondary Major Arterial and is also a One -Way Couplet, with Oak Street being the second half of the couplet. A One- Way Secondary Major Arterial requires 66 feet of right of way and is designed to accommodate approximately 10,050 vehicle trips per day. West Hickory Street is not currently built to Secondary Major Arterial standards. Access is currently provided to the subject property from a single existing driveway from West Hickory Street. USE OF PROPERTY UNDER CURRENT ZONING: The current zoning of Downtown Residential 2 (DR -2) District permits a mix of single- and multi -family City of Denton Page 1 of 5 Printed on 3/17/2017 powered by I._eggl;>karI File #: Z16-0028, Version: residential, small-scale neighborhood service, and institutional uses intended to provide a transition from moderate density residential neighborhoods to high density downtown development. As part of the Downtown University Core Districts, DR -2 District encourages pedestrian -friendly and mixed use developments within centralized commercial areas. Permitted uses include single-family dwellings, accessory dwelling units, attached single family dwellings, dwellings above businesses, dormitories, laundry facilities, and adult or child daycares. Multi -family dwellings are permitted at a maximum density of 30 dwelling units per acre with a limitation that one bedroom equals one -half of a dwelling unit. Other uses permitted with limitations include retail sales and services and professional services and offices. Administrative or research facilities, veterinary Clinics, and Medical Centers are permitted with a Specific Use Permit (SUP). The minimum lot size in DR -2 District is 4,000 square feet, the maximum building height is 45 feet, the maximum floor to area ratio (FAR) is 0.75, and the maximum lot coverage is 75%. A schedule of permitted uses is attached for reference. SURROUNDING ZONING AND LAND USES: North: Property to the north is located in a DR -2 District and is developed with the Across the Street apartment complex. Property to the northeast is also zoned DR -2 District and is developed with The Lights apartment complex. East: The Jackson Chang Apartments office is located on the eastern adjoining property in a DC -G District. South: To the south across West Hickory Street is the University of North Texas (UNT) campus, which is zoned DC -G District. West: The Across the Street apartment complex is also located to the west of the subject property along Avenue C. The property is zoned DR -2 District. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the DC -G zoning district to encourage a mixed use and pedestrian oriented district around the downtown district and university areas. Residential uses permitted include Townhomes, Dwellings above Businesses, Multi -family, Fraternities, and Sororities. Most commercial and institutional uses are permitted by right or with approval of an SUP. Industrial uses permitted include Print Shops, Bakeries, Craft Alcohol Production, and Veterinary Clinics. Wholesale Sales and Nurseries are permitted with an SUP and limitations. A schedule of permitted uses in the DC -G District is attached for reference. The proposed rezoning to DC -G District is appropriate at this location given the adjacency of existing DC -G District zoning to the east and south. The proximity of the property to the University of North Texas campus and the downtown district also makes this a logical location for the density and uses permitted in the DC -G District. COMPREHENSIVE PLAN: The subject property is within an area designated as a "Neighborhood/University Compatibility Area" on the Future Land Use Map in Denton Plan 2030. This land use designation applies to residential and commercial areas adjacent to the University of North Texas and Texas Woman's University that are affected by their proximity to the university. Currently these areas are characterized by university buildings abutting, in many cases, single-family neighborhoods. The purpose of this designation is to create compatible form and land uses for the areas that serve both the established neighborhoods and the universities. Development criteria of the Neighborhood/University Compatibility Area future land use designation include: a. A gradual transition in scale, use, character, and intensity between the universities and surrounding City of Denton Page 2 of 5 Printed on 3/17/2017 powered by I._ag;gl;>karI File #: Z16-0028, Version: 1 neighborhoods. b. Uses such as moderate density residential, neighborhood -serving retail, restaurants, commercial, and office, which can serve both students and neighborhood residents. c. Uses that are in close proximity to one another to encourage walking and bicycling. d. New development that is sensitive to the surrounding built and natural context in scale and form. e. Development that adequately addresses parking needs and mitigates the impact to adjacent neighborhoods. CONSIDERATIONS: 1. Per Section 35.3.4.B of the DDC, the following criteria for approval shall be considered for a rezoning request: a. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030 The zoning request conforms to the Neighborhood/University Compatibility Area designation. This designation identifies the need for density and neighborhood services in areas within close proximity to UNT in order to foster walkability, livability, and vibrancy for both student populations and neighborhood residents. The subject property's location across the street from UNT suggests that the additional density and uses associated with DC -G District are desirable for the area and would contribute to the walkability and character of the area. b. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. An infrastructure needs assessment, depending on the intended development, would be conducted at the time of platting and site plan submittal. Compliance with all transportation and infrastructure requirements is required with platting and development of the site. A traffic impact analysis is not required as a part of the zoning application. Analysis of the traffic impacts will be addressed at the platting and site planning phases of the development. 2. The proposed rezoning to DC -G District is a logical extension of the existing DC -G District to the east and south of the subject property. Additionally, the applicant has indicated that the same entity owns the subject property as well as the two lots adjacent to the east, and this request would consolidate the zoning of their properties to permit more cohesive redevelopment of this area in the future. The applicant's narrative indicates that the ultimate intent is to redevelop the subject and adjoining properties with a real estate office and apartment complex to replace the existing aging office and dwellings. 3. Multi -family development currently exists to the north and west of the subject property, and commercial uses exists further to the east along Avenue B. The general area surrounding the subject property is mixed use in nature. DC -G District would permit a mixture of residential and commercial uses that are compatible with the existing land use pattern in this area of the city. The scale of development permitted on the property would be intensified as follows if the property were rezoned from DR -2 District to DC- G District: • The maximum density of dwelling units per acre would increase from 30 to 150. • The maximum lot coverage would increase from 75% to 85%. City of Denton Page 3 of 5 Printed on 3/17/2017 powered by I._ag;gl;>karI File #: Z16-0028, Version: 1 • The maximum building height would increase from 45 feet to 110 feet. The increased scale and density of development permitted under DC -G District is appropriate immediately adjoining the UNT campus and would not be out of character for the larger area along West Hickory Street, much of which is zoned DC -G District. 4. Providing resources and housing in higher density surrounding the university is logical because it promotes transportation -efficient design. By increasing the density of development, a more compact environment is created that promotes pedestrian and bicycle traffic, thus limiting student vehicle trips and parking in the surrounding neighborhoods. Maintaining the lower density permitted in districts such as DR -2 encourages sprawled development and maintains or increases vehicle trips. Additionally, nearby access to public transit and bicycle infrastructure provide additional mobility options for residents in the UNT area. Conversely, maintaining lower densities under the DR -2 and similar districts promotes a less compact suburban development pattern adjacent to UNT, contributes to the disbursement of the student population throughout the City, and induces demand for daily vehicle trips to campus. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 7 notices were sent to property owners within 200 feet of the subject property, 53 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. A neighborhood meeting was held on February 15, 2017 at the Jackson Chang Apartment Office at 1600 W. Hickory Street. One person attended the meeting and was neutral to the request. PROJECT TIMELINE: Application Received: November 21, 2016 1st Submittal Sent to DRC Members: November 30, 2016 Comments Released to Applicant: December 15, 2016 2nd Submittal Sent to DRC Members: February 16, 2017 Comments Released to Applicant: February 17, 2017 Business Days under DRC Review: 13 Business Day out to Applicant: 41 Total Business Days: 54 EXHIBITS: • Aerial Map • Zoning Map City of Denton Page 4 of 5 Printed on 3/17/2017 powered by I._ag;gl;>karI File #: Z16-0028, Version: • Future Land Use Map • Proposed Zoning Map • Permitted Uses Table • Notification Map Respectfully submitted: Shandrian Jarvis, AICP Development Review Committee Administrator Prepared by: Hayley Zagurski Assistant Planner City of Denton Page 5 of 5 Printed on 3/17/2017 powered by I._ag;gl;>karI Exhibit 10 Draft Ordinance S:ALegal\Our Documents\Ordinances\17\7_16-0028 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM A DOWNTOWN RESIDENTIAL 2 (DR -2) ZONING DISTRICT AND USE CLASSIFICATION TO A DOWNTOWN COMMERCIAL GENERAL (DC -G) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 0.55 ACRES OF LAND GENERALLY AT 1604 WEST HICKORY STREET, APPROXIMATELY 85 FEET EAST OF NORTH AVENUE C IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY'S OFFICIAL ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z16-0028) WHEREAS, MSGS-B, Ltd ("Owner") and Gary Chang of Jackson Chang Apartments ("Applicant") have applied for a zoning change for approximately 0.55 acres of property legally described and depicted in Exhibit A attached hereto and incorporated herein by reference from a DR -2 District to a DC -G District; and WHEREAS, on March 22, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (4-2) of the change in zoning district and use classification; and WHEREAS, on May 2, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property, have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed for approximately 0.55 acres from Downtown Residential 2 (DR -2) District to Downtown Commercial General (DC -G) District. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification for the Property. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: c Exhibit A Legal Description BEING all that certain lot, tract or parcel of land situated in the Eugene Puchalski Survey Abstract Number 996 in the City of Denton, Denton County, Texas, beingall that certain tract of land conveyed by deed from John I. Magee to Jim T. Harris and Glenna Harris recorded in Volume 321, Page 228, Deed Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at an iron rod found for corner in the north line of West Hickory Street, a public roadway having a right—of--way of 50.0 feet, said point being the southeast corner of that certain "Tract 11" of land conveyed by deed from John L. Hendry, III to John S. Maxon and Robert L. Satterfield recorded in Volume 717, Page 990, Deed Records, Denton County, Texas; THENCE N 00' 00' 38 E, 160.00 feet with the east line of said "Tract 11" to an iron rod set for corner, said point being the southwest corner of that certain "Tract I" of land conveyed by deed from John L. Hendry, III to John S. Maxon and Robert L. Satterfield recorded: in Volume 717, Page 990, Deed Records, Denton County, Texas; THENCE N 89* 45' 55" E, 149.52 feet with the south line of said "Tract I" to an iron rod set for corner, said point being the northwest corner of Lot 5, Block 23 of College Addition, on addition to the City of Denton, Denton County, Texas according to the plot thereof recorded In Volume 44, Page 600, Deed Records, Denton County, Texas; THENCE S 00* 09' 42 E, 159.91 feet with the west line of said Lot 5 to an iron rod set for corner in said north line of said West Hickory Street; THENCE S 89' 43' 49" X 150.00 feet with sold north line of said West Hickory Street -PLACE OF BEGINNING and containing 0.550 acres of land. (commonly known as 1604 through 1616 West Hickory Street) Site Location Exhibit 2 Site Location Ma N 0 50 100 200 SITE Feet ParcelsDENTON �tTY OF �; Roads !-� 1DevMoprvteirnt Services v G! p p V 9 9 Y 9� p oaee_iv5/2016 p V the CittvVoffDento�n and neve been made a dailabrte tontheupubl ehbased on the Pa�blic InPormetion Aet �T Denton and makes ever effo tgo�'ptodu ceea�nd publish tn�e Yn ostp arerentue rather for informanori poosssble� No war rantiesthex�ressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance 6f this statement. Exhibit 3 Existina Zonina Mao 11ZaA N 0 50 100 200 SITE DC—G w E / m Feet � � I Parcels DR -2 �tFY �r DENTO NR -3 Roads �� �DevMcprneint Services p p V 9 9 Y 9�,,,, oare_,zspzo,s p V theeCittvVoffDento�n and neve been made a dailabrte tontheupubl ehbased on the Pa�blic Ines of ttion Act �T �e CitVa of Denton makes be effort�ol'peoduceea�nd publish tn�eYn ostp arerentue dtaccurate informat�ori poosssble� No warrantiesthex�ressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance 6f this statement. Exhibit 4 Future Land Use Map K 0 180 360 720 SITE Future Land Use W Fee Parcels Low Residential Roads Neighborhood Mixed Use crry �� � ` Neighborhood / University Compatibility Area � DENT® Government/ Institutional lDa vMc�r�r�ti� �ie:ea, a Gas the CiVoffDen ton a d have been made a dailabrte tontheupublichbasedr on the Public laPorof a tkoT �e CitVn of Denton makes beused effort�ol'peodu ceea�nd publish tn�e Yn ostp arerentua dtaccu�ete informat�ori poosssble. No warrantiesthex�ressed or Ilimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance 6f this statement. I Exhibit 5 Proposed Zoning Map 11ZaA N 0 50 100 200 SITE DC -G R E Feet Parcels DR -2 FY DENTO NR -3 �� r Roads '� lDev Mcprnei nt Services a GIS p p V 9 9 Y 9�,,,, oare_,zspzo,s p V the CittvVoffDenton and neve been made avdailabrte tontheupubl ehbasedron the Pa�blic InPormetion Act The CitVa of Denton makes everYd efforet�ol'peodu ceea�nd publish tn�e Yn ostp arerentua dtaccu�ete information poosssble. No warranties, ex re or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance 6f this statement. Exhibit 6 Permitted Uses Table DR -2 DC -G Residential Uses Agriculture I' Livestock L(7) L(7) Single-family Dwellings I N Accessory Dwelling Units I N Attached Single-family Dwellings I' Dwellings above Businesses I' Live/Work Units I' Duplexes I N Community Homes for the Disabled I' Group Homes N I II'^ Multi -family Dwellings L(5) L(5) Fraternity or Sorority House I' Dormitory I' Manufactured Housing Developments N N DR -2 DC -G Commercial Land Uses Home Occupation I' Sale of Products Grown on Site N N Hotels N Motels N N Bed and Breakfast L(9) Retail Sales and Service L(15) I' Movie Theaters N II'" Restaurant N Private Club N Bar N Drive -Through Facility N I II'" Professional Services and Offices L(15) I' Quick Vehicle Servicing N II'" Vehicle Repair N II'" Auto and RV Sales N L(20) Laundry Facilities I' Equestrian Facilities N N Outdoor Recreation N N Indoor Recreation N Major Event Entertainment N I II'" Commercial Parking Lots N L(28) Administrative or Research Facilities Broadcasting or Production Studio Sexually Oriented Business N N DR -2 DC -G Industrial Land Uses Craft Alcohol Production N L(12) Printing/Publishing N Bakeries N Manufacture of Non -Odiferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N SUP/L(36) Wholesale Nurseries N SUP/L(36) Distribution Center/Warehouse, General N N Warehouse, Retail N N Self -Service Storage N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N DR -2 DC -G Institutional Land Uses Basic Utilities;l.lf'" Community Service N Parks and Open Space Churches Semi -Public Halls, Clubs, and Lodges Business/Trade School N Adult or Child Day Care Kindergarten, Elementary School N Middle School N High School N N Colleges N Conference/Convention Centers N Hospital N Elderly Housing N Medical Centers �ll.l II'" II'" Cemeteries N N Mortuaries N WECS WECS DR -2 DC -G General Regulations Minimum Lot Area (square feet) 4,000 none Maximum Density 30 150 Maximum Lot Coverage 75% 85% Minimum Landscaped Area 25% 15% Maximum Building Height 45 feet 100 feet LIMITATIONS: L(4) — Multi -Family is permitted only: With a Specific Use Permit (SUP), As part of a Mixed -Use Development; or As part of a Master Plan Development, Existing; or If the development received zoning approval allowing multi -family use with one (1) year prior to the effective date of Ordinance No. 2005-224; or, If allowed by a City Council approved neighborhood (small area) plan. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(8) -- Travelers' accommodations, are permitted, provided that: 1. The business - owner or manager shall be required to reside on the property occupied by the accommodation, or adjacent property. 2. That each accommodation unit shall have 1 off-street parking space, and the owners shall have 2 parking spaces. All spaces shall be in conformance with the requirements of the Off -Street Parking section of this Chapter. 3. That only one ground or wall sign, constructed of a non -plastic material, non -interior illuminated of 4 sq. ft. maximum size be allowed. Any exterior illumination of signage shall be installed such that it does not directly illuminate any residential structures adjacent or nearby the travelers' accommodation. Subchapter 5 Development Code 5-43 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within 200 feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least 400 sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than 8 guest units. L(9) = All restrictions of L(8), but limited to no more than 15 guest units.L(11) — Limited to sit down only, and no drive up service permitted. VLimited to no more than one hundred (100) seats and no more than four thousand (4,000) square feet of restaurant area. L(14) — Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(15) -- Uses are limited to no more than 5,000 square feet of gross floor area per lot. An SUP is required for additional square footage for Semi -Public Halls, Clubs and Lodges.L(17) — Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(21) — Baking and Bottling areas not to exceed two thousand five -hundred (2,500) square feet. Sales on premise of products produced required in the same zone. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9 Exhibit 8 Public Notification Map and Responses VA Oft Buffer HIGK0 1w 'a N 0 50 100 200 SITE R -E m Feet Parcels �tFY ENTON Roads Dev0c,prvteirnt Services v G! p p V 9 9 Y 9� oaee_iv5/2016 p V the CittvVoffDento�n and neve been made a dailabrte tontheupubl ehbasedron the Pa�blic IaPorof a tkoT �e CitVn of Denton makes be effort�o�'ptodu ceea�nd publish tn�e Yn ostp arerentue dtaccurate informat�ori poosssble� No war rantiesthex�ressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance 6f this statement. Neighborhood Meeting February 15, 2017 Attendance Sign In Sheet: Name: Address: lizabe+ti Nur r I UOU W. Pickovi j Community Feedback / Survey Card: February 15, 2017 Neighborhood Meeting Instructions: Please complete and submit this form prior to leaving or you may mail this form to: Attn: Gary Chang MSGS-B Ltd. 1600 W Hickory Street Denton TX 76201 Name: 5-1,Zabe,+in Hw i Address: 1(;OU W H+Ckary -SrL Telephone: 8 1-1) -7 Z 3- O 5 U 9 email: /Y/A Property address near subject property: Yes Please circle one: I support this project Ea neutral toth:is:pr�oject. I am in opposition towards this project Comments/Concerns: Kvine pos+ed Exhibit 9 Planning and Zoning Commission Meeting Minutes 1 MINUTES 2 PLANNING AND ZONING 3 March 22, 2017 4 5 After determining that a quorum was present, the Planning and Zoning Commission of the City of 6 Denton, Texas convened in a Work Session on Wednesday, March 22, 2017 at 4:30 p.m. in the 7 City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which 8 time the following items were considered: I 10 PRESENT: Chair Jim Strange. Commissioners: Larry Beck, Steve Sullivan, Andrew Rozell, 11 Margie Ellis, and Gerard Hudspeth. 12 13 ABSENT: Vice -Chair Devin Taylor. 14 15 STAFF: Munal Mauladad, Shandrian Jarvis, Ron Menguita, Athena Green, Julie Wyatt, Hayley 16 Zagurski, Earl Escobar, Trey Lansford and Cathy Welborn. 17 18 WORK SESSION 19 Chair Strange called the Work Session to order at 4:34 p.m 20 1. Clarification of agenda items listed on the agenda for this meeting„ and discussion of issues not 21 briefed in the written backup materials. 22 Shandrian Jarvis, Development Review Committee Administrator, asked the Commissioners if 23 they had questions regarding the March 8, 2017 meeting minutes. The Commissioners had no 24 questions regarding the March 8, 2017 meeting minutes. 25 Jarvis asked the Commissioners if there were any questions regarding the plat on the Consent 26 Agenda. Commissioner Beck questioned if Creekdale Drive would be wide enough to handle the 27 traffic. Earl Escobar, Engineering Development Review Manager, stated it would be considered a 28 residential collector which is a two lane road with parking on both sides. 29 Commissioner Sullivan questioned if Ryan Road would be widened. Escobar stated there is no 30 time frame on the update of Ryan Road, staff applied for a traffic signal, however it was denied by 31 the Texas Department of Transportation (TxDOT) because it did not meet the traffic warrant 32 counts. 33 Jarvis stated Public Hearing items 4B and 4C have been postponed until the April 12, 2017 34 meeting. 35 Hayley Zagurski, Associate Planner, presented Public Hearing item 4A. Zagurski stated this item 36 is proposed for Downtown Commercial General (DC -G) with the other two adjoining properties 37 to help facilitate future development. With this zoning change it will allow for a more cohesive 38 development under one set of zoning regulations. It also promotes pedestrian and bicycle 39 transportation close to campus. Staff recommends approval, of this requests as it is compatible 40 with the surrounding land uses. 1 I Commissioner Ellis questioned if the lots are platted. Zagurski stated currently they are not, but 2 the owner did state they would like to plat the three lots together in the future. Commissioner Ellis 3 questioned where the Fry Street Overlay District ends coming west. Hayley stated the Fry Street 4 District goes up to Ave B. Commissioner Beck questioned if this would affect Hickory Street. 5 Escobar stated Hickory and Oak Street are considered one way collector streets and the maximum 6 capacity for Hickory Street is approximately 10,000 vehicles per day. Jarvis questioned Escobar if 7 there are current traffic counts for Hickory Street. Escobar stated yes there are about 6,000 vehicles 8 per day currently using Hickory Street. 9 Commissioner Beck questioned the total acreage for the properties. Zagurski stated just over one 10 acre combined. 11 Commissioner Rozell questioned how traffic is played into the approval process of a zoning case. 12 Zagurski stated the applicant was unsure of the future intent of the property so a Traffic Impact 13 Analysis (TIA) was not required. Escobar stated if the area is a sensitive area for traffic staff will 14 require a TIA, however, since this property is currently developed and the future development is 15 unknown it's not required. 16 Jarvis questioned if there are any guidelines if the roads are unable to handle the traffic. Escobar 17 stated if the road does not exist the development would be required to construct the road. 18 Commissioner Sullivan questioned then how the Commission can vote on changing the zoning if 19 they are unaware of the future development. Jarvis stated zoning requires a bit of foresight, you 20 have to think about what would be permitted to go in that spot and if it would work or not. 21 Commissioner Ellis stated her concern is the applicant will replat and sell with it zoned at a higher 22 density. 23 Ron Menguita, Long Range Planning Administrator, presented Public Hearing item 5D. The 24 amendment is to allow a Specific Use Permit (SUP) requirement for multifamily dwelling units in 25 the Downtown Residential 2 (DR -2), Downtown Commercial Neighborhood (DC -N) and 26 Downtown Commercial General (DC -G) zoning districts. 27 28 Commissioner Beck questioned if in Limitation (L(6)) you have to build multifamily above 29 commercial. Menguita stated yes as long as it's on an arterial or collector street. 30 31 Commissioner Beck questioned with higher lot coverage means higher density. Menguita stated 32 yes that is correct. 33 Commissioner Sullivan questioned how the Single Room Occupancy (SRO) are categorized in the 34 parking requirements. Menguita stated currently the SRO's are categorized as multifamily. 35 Ellis questioned if City Council is considered the approval authority for a Specific Use Permit 36 (SUP). Menguita stated yes, City Council approves an SUP through an ordinance. Menguita stated 37 staff recommends approval of this request to provide a tool to evaluate the appropriateness of the 38 land use and to provide alternative requirements through an SUP. 39 Ellis questioned if it was too hard to define SRO and provide code requirements for this type of 40 development. Menguita stated that there are development pressures in the form of SROs that are 41 impacting the area. Menguita continued to state City Council received a staff presentation W I regarding SROs, and they directed staff to come back with options that would address issues 2 related to SROs. 3 Munal Mauladad, Director of Development Services, stated City Council requested staff to 4 evaluate the implication of SRO's and collegiate housing. Mauladad continued to state the SUP 5 is to be used as a tool for future land use analysis. 6 Commissioner Rozell questioned if there have been any projects in the City that have taken 7 advantage of developing by right. Menguita stated staff has had different zoning cases such as the 8 one located on the corner of Eagle Drive and Bernard Street. Commissioner Rozell questioned if 9 there has been any feedback from citizens or the City. Menguita stated staff has received some 10 feedback, some were in favor and some were opposed. Jarvis stated staff is looking to find a way 11 to allow this type of development in the community, but to do it in a way that is compatible with 12 the neighborhood. 13 Chair Strange stated he is concerned the Commission is down zoning by adding requirements for 14 an SUP, this is just another opportunity for a public hearing process to minimize what they can 15 already develop by right. Menguita stated the approval process may take longer with an SUP, but 16 the Planning and Zoning Commission is able to make a recommendation without conditions to 17 City Council. 18 Commissioner Sullivan requested a copy of the SUP requirement presentation, he continued to 19 state if the Commission is here to like or dislike this option and if they are trying to solve a problem, 20 or cause a problem. Menguita stated we are trying to solve a problem, this process will provide a 21 solution to the developments that cause issues to adjacent neighborhoods. 22 Commissioner Ellis stated she has similar concerns as the other Commissioners as well as 23 negatively effecting people it doesn't need to effect. Mauladad stated staff understands the 24 Commissioners concerns, but if the issue is with the density, building height or parking ratio, then 25 staff needs to provide revised requirements of the multifamily development standards that would 26 require a SUP; this would then allow the public to voice their opinion. Staff has also researched 27 collegiate housing and the City Council has requested staff to come back with an ordinance. 28 Commissioner Ellis requested the concerns City Council had regarding this item. Mauladad stated 29 City Councils view point was not an issue with collegiate housing as the density relates to 30 multifamily development. 31 Mauladad stated an SUP can actually be very favorable for the developers, it will allow the 32 community to understand the project. Chair Strange stated his recommendation is to move this 33 item forward to City Council, to allow them to make the decision for this item. Commissioner 34 Rozell recommended making a buffer zone that allows for less dense and height collegiate housing. 35 Commissioner Hudspeth, stated he recommends not sending this back to City Council until 36 citizens and developers could sit down and provide input and concerns. 37 Trey Lansford, Deputy City Attorney, stated reaching out to developers is a good idea, however 38 don't use it to go around the quorum rules. Commissioner Hudspeth stated in this case the 39 Commission needs to compromise with the citizens and developers. 40 Commissioner Beck stated there is only one area we are going to be dealing with and it's going to 41 be the sensitive areas located north of the University of North Texas (UNT) area. Commissioner 3 I Beck recommended with the Denton Development Code rewrite it needs to include a stipulation 2 towards the SROs and then it could be used as a tool to protect the area north of UNT. 3 There was no further discussion. 4 Chair Strange closed the Work Session at 6:07 p.m. 5 REGULAR MEETING 6 The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, March 22, 7 2017 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the 8 following items were considered: 9 NOTE: The Planning and Zoning Commission reserves the right to adjourn into a Closed Meeting 10 on any item on its Work Session or Regular Session agenda consistent with Chapter 551 of the 11 Texas Government Code, as amended, including without limitation, Sections 551.071-551.086 of 12 the Texas Open Meetings Act. 13 Chair Strange opened the regular meeting at 6:35 p.m. 14 1. PLEDGE OF ALLEGIANCE 15 A. U.S. Flag B. Texas Flag 16 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES 17 FOR: 18 A. Consider approval of the Planning and Zoning Commission meeting minutes. 19 Commissioner Andrew Rozell motioned. Commissioner Steve Sullivan seconded to approve the 20 March 8, 2017 meeting minutes. Motion approved (6-0). Commissioner Larry Beck "aye", 21 Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange 22 "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 23 3. CONSENT AGENDA 24 A. Consider a request by DR Horton for approval of a Final Plat of Ryan Meadows, Phase IL The 25 37.75 acre site iseg nerally located 650 feet south of West Ryan Road, along Creekdale Drive. 26 (FP 16-0010, Ryan Meadows, Phase II, Julie Wyatt 27 Commissioner Margie Ellis motioned. Commissioner Larry Beck seconded to approve the Consent 28 Agenda. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Steve Sullivan 29 "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis 30 "aye", and Commissioner Gerard Hudspeth "aye". 31 4. PUBLIC HEARINGS 32 A. Hold a public hearing and consider a request by MSGS-B, Ltd. to rezone approximately 0.550 33 acres from a Downtown Residential 2 (DR-2) District to a Downtown Commercial General (DC- 34 G) District. The property is located at 1604 West Hickory Street approximately 85 feet east of 35 North Avenue C in the City of Denton, Denton County, Texas. (Z16-0028, Harris, Hayley 36 Za urski 37 Chair Strange opened the Public Hearing il I Hailey Zagurski, Associate Planner, presented Public Hearing item 4A. Zagurski stated the rezone 2 would allow for cohesive future redevelopment to be under one set of zoning regulations. This 3 will provide housing for the University of North Texas. Zagurski stated Downtown Commercial 4 General (DC -G) does allow for a higher density than Downtown Residential 2(DR-2). Staff does 5 recommend approval due to the compatibility with the surrounding land use and it's consistency 6 with the goals and objectives of the Denton Plan 2030. 7 The applicant Gary Chang, 3608 Lake County Drive, Denton Texas, stated MSGS is a local 8 property management company and have been in the community since 1982. Chang stated the 9 property will consist of a leasing office and a multifamily unit. Commissioner Beck questioned if 10 the intent of this zoning change was in order to build a 45 to 100 foot building. Chang stated yes. 11 Commissioner Beck questioned how they are planning parking. Chang stated they would build a 12 parking garage or do shared parking. 13 Commissioner Sullivan stated this would be a great place for a staggered building height that 14 would be more sensitive to the neighborhood. Chang stated this lot is surrounded by other 15 apartment complexes and a CVS, which should provide enough of a transition. 16 The following individuals requested to speak 17 Kim McKibben, 1306 West Hickory, Denton Texas. Opposed to this request. 18 Paul Meltzer, 1914 West Oak Street, Denton Texas. Opposed to this request. 19 20 Commissioner Ellis questioned Kim McKibben what she envisions for this location. McKibben 21 stated maybe a four story building. 22 Commissioner Beck questioned Chang if he sees the future development accommodating Single 23 Room Occupancy's (SRO). 24 Chang stated they have no plans for SROs because they will deal more with multifamily units. 25 26 Commissioner Ellis questioned if the applicant will be acceptable to an overlay to scale down the 27 height of the building. Chang stated they would be open to an overlay, but at the same time if Park 28 7 is able to build a ten story building than why are we unable to build a ten story building right 29 across from campus. 30 31 Chair Strange closed the Public Hearing. 32 33 Commissioner Ellis stated she is having a hard time with this because if it is rezoned Downtown 34 Commercial General (DC -G), than we could have a 100 foot building in this area. Commissioner 35 Hudspeth stated he does agree with the rezone, it does belong in this area. 36 37 Commissioner Ellis stated this zoning change will open doors she is not ok opening. Commissioner 38 Sullivan agreed with Commissioner Ellis and stated it has nothing to do with the people involved, 39 he is unable to trust the unknown. Chair Strange stated he supports the motion and there is not a 40 more appropriate location use than across from the university. Commissioner Beck questioned if 41 the Commission could attach amendments that includes an overlay. Trey Lansford, Deputy City 42 Attorney, stated if the applicant is amenable to an overlay. Munal Mauladad, Director of 43 Development Services, stated the overlay would only be specific to one lot. 44 k, I Commissioner Gerard Hudspeth motioned. Commissioner Andrew Rozell seconded to approve 2 Public Hearing item 4A. Motion approved (4-2). Commissioner Larry Beck "aye", Commissioner 3 Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Gerard Hudspeth "aye". 4 Commissioner Steve Sullivan "nay", and Commissioner Margie Ellis "nay". 5 B. Hold a public hearing and consider a request by Di Realty, Inc. to rezone approximatel�29 6 acres from a Regional Center Residential 1 (RCR-1) District and a Regional Center Commercial 7 Downtown (RCC -D) District to a Commercial Mixed Use General (CM -G) District. The property 8 is generally located on the northwest and southwest corners of Lakeview Boulevard and Shady 9 Shores Road. (Z17-0002, Kroger Denton, Julie Wim). 10 Chair Strange opened the Public Hearing for 4A. 11 Applicant requested to continue this item until April 12, 2017. 12 Commissioner Andrew Rozell motioned. Commissioner Gerard Hudspeth seconded to continue 13 this item until April 12, 2017. Motion approved (6-0). Commissioner Larry Beck "aye" 14 Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange 15 "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 16 C. Hold a public hearing and consider a request by Aspire Investments, LLC. to rezone 17 approximately 0.4 acres from a Downtown Residential 1 (DR -1) District to a Downtown 18 Residential 2 (DR -2) District. The property iseg nerally located on the west side of Neff Street, 19 175 feet north of Greenlee Street. (Z16-0030, The Cube Properties, Julie Wyatt). The applicant 20 has requested that this item be continued to the April 12, 2017 Planning and Zoning Commission 21 meeting. 22 Chair Strange opened the Public Hearing. 23 Applicant requested to continue this item until April 12, 2017. 24 Commissioner Larry Beck motioned. Chair Jim Strange seconded to continue this item until April 25 12, 2017. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Steve Sullivan 26 "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis 27 "aye", and Commissioner Gerard Hudspeth "aye". 28 D. Hold a public hearing and consider making a recommendation to City Council regarding 29 amending Subchapter 35.5 of the Denton Development Code (DDC) by adding a Specific Use 30 Permit SUP requirement for multi -family dwelling units in the Downtown Residential 2 (DR -2), 31 Downtown Commercial Neighborhood (DC -N) and Downtown Commercial General (DC -G) 32 zoning districts. (DCA 17-0005, SUP Requirement, Ron Menguita) 33 Chair Strange opened the Public Hearing. 34 Ron Menguita, Long Range Planning Administrator, presented Public Hearing item 4D. Menguita 35 stated this is to consider making a recommendation to City Council to add Specific Use Permit 36 (SUP) requirements to the following multi -family dwellings in the Downtown Residential 2 (DR - 37 2), Downtown Commercial Neighborhood (DC -N), Downtown Commercial General (DC -G) 38 zoning districts. no I Menguita stated by adding the code amendment for a SUP this will allow the Planning and Zoning 2 commission and the community to come together and address concerns regarding the impacts a 3 multifamily dwelling will have on the neighborhood. 4 Commissioner Ellis questioned when this would go into effect. Menguita stated if City Council 5 approves this Code Amendment at the April 4, 2017 meeting, than it will be 14 days after the 6 approval. 7 The following individuals wished to speak: 8 Kim McKibben, 1306 W Hickory Street, Denton Texas. Undecided to this request. 9 Paul Meltzer, 1914 West Oak Street, Denton Texas. Undecided to this request. 10 11 Chair Strange closed the Public Hearing 12 Commissioner Beck questioned Trey Lansford, Deputy City Attorney who initiates overlay 13 districts and small area plans. Lansford stated, it could be City or it can be residents. Commissioner 14 Beck questioned who within the City would initiate it. Shandrian Jarvis, Development Review 15 Committee Administrator stated Ron Menguita. 16 Commissioner Beck stated he is for amending subchapter 35.5. Commissioner Ellis questioned 17 Menguita if City Council talked about small area plans. Menguita stated yes, but there was not a 18 specific timeline. Chair Strange stated this does not send a good message to developers coming to 19 the City to do business. 20 Chair Strange motioned denial and move it on to City Council. Commissioner Rozell seconded to 21 deny and move to City Council. Commissioner Beck stated he believes this amendment is specific 22 enough and the intent is clear. Commissioner Ellis stated she supports denial of this item and hopes 23 City Council denies it as well. Commissioner Hudspeth stated this amendment needs developer 24 and stakeholder input. 25 Chair Jim Strange motioned. Commissioner Andrew Rozell seconded to recommend denial to City 26 Council for Public Hearing item 4D. Motion approved (5-1). Commissioner Steve Sullivan "aye", 27 Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye" 28 and Commissioner Gerard Hudspeth "aye". Commissioner Larry Beck "nay". 29 5. PLANNING & ZONING COMMISSION PROJECT MATRIX 30 A. Planning and Zoning Commission project matrix. 31 Commissioner Ellis requested an update regarding larger signage for Public Hearing cases. 32 Commissioner Rozell requested the next steps for a small area plan located between the West Oak 33 Historic District and the Oak -Hickory Historic District. Commissioner Hudspeth followed up on 34 his request for a developer workshop. Commissioner Beck questioned the review on the parking 35 space requirements. Shandrian Jarvis, Development Review Committee Administrator, stated the 36 parking amendment will be rolled into the DDC rewrite and staff is working on the notification 37 process, it will go before City Council on April 25, 2017. 38 Chair Strange closed the Regular Meeting at 8:34 p.m. 39 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com IlEN' `IN File #: S17 -0002a, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 2, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit to allow for a high school use on approximately 13.73 acres. The property is generally located at the southwest corner of the East University Drive and Nottingham Drive intersection. The Planning and Zoning Commission recommends approval with conditions (6-0). (S17-0002, Denton Calvary Academy High School). BACKGROUND The 13.73 -acre subject property is zoned Neighborhood Residential Mixed Use (NRMU) District and is currently developed with Denton Calvary Academy (DCA) on the northwest side and several buildings owned by Denton Bible Church on the eastern side. The applicant is seeking an SUP to expand this use to the other existing buildings that are currently owned by Denton Bible Church. Within the NRMU District, elementary and middle school uses are permitted by right; however, high school uses are only permitted with an approved SUP. Ordinance 99-277 approved an SUP for the operation of the high school portion of DCA only within the four buildings where the school currently operates. A copy of the existing ordinance is included as an exhibit for reference. DCA has been in operation on the northwest portion of the subject property since the approval of the original SUP 18 years ago. DCA is a private school that services elementary through high school students, with a current student body of approximately 300 students. The school could serve up to 1,500 students, if it expands into the existing facilities shown on the Site Plan (Exhibit 5). The applicant is proposing to make no changes to the existing site layout or building footprints; the only change would be the school use expanding across the entire subject property rather than just the northwestern portion where it currently operates under ordinance 99- 277. The subject property has approximately 1,110 feet of frontage along University Drive on the north, 1,596 feet of frontage along Nottingham Drive on the east, and 172 feet of frontage along Mingo Road on the south. There are 694 existing parking spaces on the property, and there are a total of five driveways proving site access from University Drive and Nottingham Drive. In the area around the subject property, there is an established single family neighborhood to the west, and Denton Bible Church is located to the east across Nottingham Drive. The property is physically separated from neighboring properties by roadways on the north, east, and south sides. The existing parking lot is screened by trees and hedges along the roadways, a chain link fence, and well-established trees buffer between the property and the rear yards of adjoining homes to the west. These features, as well as the fact that the site is already fully constructed, indicate that the use of the property as a school would not be in conflict with the surrounding land City of Denton Page 1 of 3 Printed on 4/28/2017 powered by I._eggl;>karI File #: S17 -0002a, Version: 1 uses Subchapter 35.6.4 of the DDC outlines the criteria for approval of an SUP. In short, these criteria are intended to ensure that the development conforms to the goals of the DDC and the Denton Plan 2030. It is not injurious to the use and enjoyment of surrounding properties. The full criteria for approval are provided in Exhibit 8 for reference. The site, which the applicant is not seeking to change from the existing conditions shown on the Site Plan, complies with the requirements for access, utilities, landscape area, and general nuisance mitigation. However, to ensure compatibility between the property and surrounding areas is maintained, staff recommends that the use be limited to the existing buildings and parking areas shown on the Site Plan. The proposed use is also consistent with the goals of the Denton Plan 2030, which designates this area as "Community Mixed Use" on the Future Land Use Map. Full staff analysis of this request is attached for reference. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends approval of this request, subject to the following conditions: 1. The proposed use must be restricted to existing buildings on Lots 1R, 2R, 3R, and 4R, Block A, of the Denton Bible Church Addition, as is reflected on the Site Plan included as exhibit. Existing landscaping coverage and parking counts must be maintained as is reflected on the Site Plan. Any changes to the building footprints, parking counts, parking lot layouts, or landscaping area on Lots 1R, 2R, or 3R must be approved by amending the SUP. Lot 4R can develop with uses permitted in the NRMU District under the standards of the Denton Development Code without amending the SUP. 2. Ordinance 99-277 must be repealed and replaced by a new ordinance so that only one ordinance controls the high school use on the subject property. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 26, 2017, the Planning and Zoning Commission recommended approval of the rezoning request, subject to the above listed conditions [(6-0)]. The principal of Denton Calvary Academy spoke in favor of this request at the Planning and Zoning Commission meeting, and multiple other community members at the meeting indicated their support for the request. The Planning and Zoning Commissioners were unanimously in favor of the request and did not express concerns about the expansion of the high school use. Minutes from the Planning and Zoning Commission meeting are not included in the Exhibits for reference because this case was expedited to City Council at the applicant's request. STRATEGIC PLAN RELATIONSHIP City of Denton Page 2 of 3 Printed on 4/28/2017 powered by L.ag;gl;>karI File #: S17 -0002a, Version: 1 The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Aerial Map 3. Zoning Map 4. Future Land Use Map 5. Site Plan 6. Ordinance 99-277 7. Parking Agreement 8. Criteria for Approval of a SUP 9. Public Notification Map and Responses 10. Presentation Slides 11. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Hayley Zagurski Associate Planner City of Denton Page 3 of 3 Printed on 4/28/2017 powered by I._ag;gl;>karI Exhibit 1 Staff Analysis City of Denton EN' `IN Legislation Text File #: S17-0002, Version: 1 Planning Report S17-0002 / Denton Calvary Academy High School City Council District 1 Planning & Zoning Commission April 26, 2017 City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com REQUEST: Hold a public hearing and consider a request by Denton Bible Church for a Specific Use Permit to allow for a high school use on approximately 13.73 acres. The property is generally located at the southwest corner of the East University Drive and Nottingham Drive intersection. (S17-0002, Denton Calvary Academy High School, Hayley Zagurski). OWNER: Denton Bible Church APPLICANT: Max Roberson, Denton Calvary Academy BACKGROUND: The 13.73 -acre subject property is zoned Neighborhood Residential Mixed Use (NRMU) District and is currently developed with Denton Calvary Academy (DCA) on the northwest side and several buildings owned by Denton Bible Church on the eastern side. DCA is a private school that currently serves approximately 70 elementary students, 97 middle school students, and 130 high school students. Approximately 40 faculty members are employed at the school. The applicant is seeking an SUP to expand this use to the other existing buildings that are currently owned by Denton Bible Church. The school could accommodate up to 1,500 students in all grades. Currently 694 parking spaces exist on the property, and landscaping provided exceeds the 20% minimum required in the NRMU District. The entire property has been at its fully developed state since the mid -2000s, with DCA having been in operation on the northwest portion of the property for approximately 18 years. The applicant is proposing no changes to the current site design; all buildings, parking lots, and landscaping would remain in their current configuration. A Site Plan is attached for reference and shows all of the existing structures and parking spaces. Within the NRMU District, elementary and middle school uses are permitted by right; however, high school uses are only permitted with an approved SUP. Ordinance 99-277 approved an SUP that limited the operation of the high school portion of DCA to the four buildings where the school currently operates. A copy of the existing ordinance is attached for reference. SITE DATA: The 13.73 -acre property has approximately 1,110 feet of frontage along University Drive on the north, 1,596 feet of frontage along Nottingham Drive on the east, and 172 feet of frontage along Mingo Road on the south. City of Denton Page 1 of 4 Printed on 4/20/2017 powered by I-eg;gl;>karI File #: S17-0002, Version: 1 East University Drive is classified as a Primary Arterial roadway per the City of Denton Mobility Plan and is maintained by the Texas Department of Transportation (TXDOT). A Primary Arterial requires 135 feet of right of way and is designed to handle approximately 30,000 vehicle trips per day. Currently, East University Drive is built to full right-of-way standards as a six -lane divided roadway handling approximately 23,000 vehicle trips per day. Nottingham Drive is classified as a Main Street Collector. Main Street Collectors require 70 feet of right-of- way and are designed to handle approximately 16,000 vehicle trips per day. Currently, Nottingham Drive is built to full right-of-way standards as a four -lane undivided roadway handling approximately 5,000 vehicle trips per day. Mingo Road is classified as a Secondary Arterial roadway, which requires 110 feet of right-of-way and is designed to handle approximately 25,000 vehicle trips per day. Currently, Mingo Road is constructed as a two- lane undivided roadway with a capacity of up to 10,050 vehicle trips per day. There are approximately 7,200 vehicle trips per day made along Mingo Road in the vicinity of the subject property. Access to the site is provided by two driveways located along University Drive, which are currently used by Denton Calvary Academy. Three existing driveways along Nottingham Drive provide access to the buildings currently owned by Denton Bible Church. No driveways on Mingo Road are existing or proposed with this request. SURROUNDING ZONING AND LAND USES: North: To the north, across East University Drive, are single-family residential subdivisions located in a Neighborhood Residential 3 (NR -3) District. The subdivisions are known as Crestwood Heights and Nottingham Woods. East: Across Nottingham Drive, Denton Bible Church is developed within a Community Mixed Use General (CM -G) District. South: Beyond Mingo Road, railroad right-of-way is located further to the south. A multi -family development located in a NRMU District is located to the south of the railroad. West: The Sequoia Park subdivision is located to the west. Single-family homes are developed within this subdivision and are located in a NR -3 District. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: Within the existing NRMU District, the high school use is only permitted with approval of an SUP. The existing high school use was approved under an SUP in 1999, and Denton Calvary Academy has since been in operation on Lot 1R of the subject property. In the vicinity of the subject property there is a mixture of institutional and residential uses. The property is bounded on three sides by roadways that provide physical separation between the subject property and surrounding uses. To the west the subject property abuts multiple single-family residences in the Sequoia Park subdivision. An existing chain-link fence and landscaping currently serve as a buffer between the rear yards of the residential lots and the subject property. The existing parking lots are screened from the right-of-way with shrubs and trees. The applicant has indicated they do not intend to make any changes to the exteriors of the existing buildings or to the existing parking lots and landscaping. Thus, the proposed specific use would not be in conflict and would be compatible with the surrounding land uses. City of Denton Page 2 of 4 Printed on 4/20/2017 powered by I._ag;gl;>karI File #: S17-0002, Version: 1 CONSIDERATIONS: 1. The high school use is only permitted with the approval of an SUP in the NRMU zoning district. If the SUP is approved, the applicant is proposing to expand the existing high school, middle school, and elementary school uses into all of the existing buildings shown on the attached Site Plan. Since the new SUP would incorporate the site approved under Ordinance 99-277, staff recommends the existing ordinance be repealed as a part of this SUP to consolidate the regulations applicable to this development. 2. Subchapter 35.6.4 of the DDC outlines the criteria for approval of an SUP. In short, these criteria are intended to ensure that the development conforms to the goals of the DDC and the Denton Plan 2030 and is not injurious to the use and enjoyment of surrounding properties. The full criteria for approval have been attached for reference. The site complies with the criteria for SUP approval in terms of accessibility, utility provisions, nuisance mitigation, and landscaping area. The expansion of the high school use onto the remainder of the fully constructed site is not likely to generate further nuisances or be injurious to the surrounding area. However, as a condition of this SUP request, staff recommends the site maintain its current landscape coverage and parking counts as are indicated on the Site Plan. Staff also proposes that the use be limited to the existing buildings shown on the Site Plan. These recommendations are intended to ensure changes are not made to the site's current configuration without the approval of an amended SUP to provide continued compatibility between the school use and the surrounding neighborhood. 3. The proposed expansion of the high school use is consistent with the goals of the Denton Plan 2030. According to the Future Land Use Map, the property is within an area designated as "Community Mixed - Use." Within Community Mixed -Use areas, schools are permitted by right. These areas are intended to promote a large mixture of uses, with commercial uses being predominant, and residential, service, and other uses being complimentary. Institutional and employment facilities are promoted to support the surrounding community. The continuation and expansion of the Denton Calvary Academy conforms to this Future Land Use designation. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030, subject to the following conditions: 1. The proposed use must be restricted to existing buildings on Lots 1R, 2R, 3R, and 4R, Block A, of the Denton Bible Church Addition, as is reflected on the attached Site Plan. Existing landscaping coverage and parking counts must be maintained as is reflected on the attached Site Plan. Any changes to the building footprints, parking counts, parking lot layouts, or landscaping area must be approved by amending the SUP. 2. Ordinance 99-277 must be repealed and replaced by a new ordinance so that only one ordinance controls the high school use on the subject property. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: City of Denton Page 3 of 4 Printed on 4/20/2017 powered by I._ag;gl;>karI File #: S17-0002, Version: 1 To comply with the public hearing notice requirements, 56 notices were sent to property owners within 200 feet of the subject property, 127 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. Two responses to the mailed notice were received prior to the issuance of this report, and both were in favor of the request. These responses have been attached to the Notification Map for reference. A neighborhood meeting had not been scheduled at the time of report writing. PROJECT TIMELINE: Application Received: January 30, 2017 1st Submittal Sent to DRC Members: February 24, 2017 Comments Released to Applicant: March 13, 2017 2nd Submittal Sent to DRC Members: March 17, 2017 Comments Released to Applicant: March 29, 2017 Business Days under DRC Review: 19 Business Day out to Applicant: 4 Total Business Days: 23 EXHIBITS: • Aerial Map • Zoning Map • Future Land Use Map • Criteria for Approval of a SUP • Site Plan • Ordinance 99-277 • Parking Agreement • Notification Map Respectfully submitted: Shandrian Jarvis, AICP Development Review Committee Administrator Prepared by: Hayley Zagurski Associate Planner City of Denton Page 4 of 4 Printed on 4/20/2017 powered by L.ag;gl;>karI \.. U Hd sa�ed,v_weo - , Wed eianheg i..� '19 �mz q r,r d i�' •t \ J 9111, 41 J � mr 2i/ J ° fr i l 4Lz a •I{ r � �.. � � F �� 4A I Qm a _� S � u I—• � W mvwm 3 W rcNmz nW +' r i —� i� —.--._ ...... ..—— +l .x 1 m if --------- f [I jil -y :I J ... ...., i ale NOIN30 1 Exhibit 11 Draft Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REPEALING ORDINANCE NO. 99-277 ALLOWING FOR A SPECIFIC USE PERMIT ON 9.578 ACRES AND REPLACING IT WITH A SPECIFIC USE PERMIT FOR AN EXPANDED HIGH SCHOOL USE ON APPROXIMATELY 13.73 ACRES OF LAND IN A NEIGHBORHOOD RESIDENITAL MIXED USE (NRMU) ZONING DISTRICT AND USE CLASSIFICATION GENERALLY LOCATED AT THE SOUTHWEST CORNER OF THE EAST UNIVERSITY DRIVE AND NOTTINGHAM DRIVE INTERSECTION IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (S17-0002) WHEREAS, Ordinance No. 99-277 was approved by City Council to allow a Specific Use Permit (SUP) on or about August 17, 1999 for the operation of a private school on 9.578 acres of land located at 1910 E. University Drive within a Single -Family 7 (SF -7) Zoning District and Use Classification ("Original Property"); and WHEREAS, Max Roberson of Denton Calvary Academy has applied for a Specific Use Permit (SUP) to allow a High School use on the Original Property and an additional 4.152 acres of land, for a total of approximately 13.73 acres, within the most recent NRMU zoning district and use classification, said total acreage is composed of lots legally described as Lots 1 R, 2R, 3R, and 4R of the Denton Bible Church Addition and the location of which is shown in Exhibit A, attached hereto and incorporated by reference herein (the "Property"); and WHEREAS, after notice was published, a public hearing was held before the Planning and Zoning Commission in accordance with State law on April 26, 2017, whereby the Planning and Zoning Commission recommended approval (6-0) of the requested SUP, subject to conditions; and WHEREAS, on May 2, 2017, after notice published, a public hearing was held before the City Council in accordance with State law and the City Council hereby finds that the request is consistent with the Denton Plan and federal, state, and local law and that the Applicant has agreed to comply with all provisions of the Denton Development Code, as they exist, may be amended, or in the future arising, including but not limited to, this Ordinance, and has further agreed to comply with the additional restriction and/or condition set forth herein; and WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will not be detrimental to the public welfare, safety, or health; and that the SUP should be granted; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. Ordinance 99-277 is hereby repealed in its entirety and replaced with this Ordinance. SECTION 3. SUP Granted. The SUP to allow the High School use on the Property is hereby approved, subject to the following condition: The proposed use must be restricted to existing buildings on Lots 1R, 2R, 3R, and 4R, Block A, of the Denton Bible Church Addition, as is reflected on the Site Plan which is attached as Exhibit B hereto and incorporated by reference herein. Existing landscaping coverage and parking counts must be maintained as is reflected on the attached Site Plan. Any changes to the building footprints, parking counts, parking lot layouts, or landscaping area on Lots 1 R, 2R, or 3R must be approved by amending the SUP. Lot 4R can develop with uses permitted in the NRMU District under the standards of the Denton Development Code without amending the SUP. SECTION 4. Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be complied with prior to issuance of a Certificate of Occupancy. Failure to comply with any term or condition of the Ordinance will result in the SUP being declared null and void and of no force and effect. The SUP is issued to the entity named above and is assignable and transferable. SECTION 5. SUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if: There is one or more of the conditions imposed by this Ordinance that has not been met or has been violated on the Property; or 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and/or Denton's Zoning Ordinance. SECTION 6. Unlawful use. It shall be unlawful for any person, firm, entity, or corporation to make use of the above -referenced Property in some manner other than as authorized by the Denton Code of Ordinances and this Ordinance. SECTION 7. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 8. Penalty. Any person, firm, entity or corporation violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00 for each violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. The penal provisions imposed under this Ordinance shall not preclude Denton from filing suit to enjoin the violation and it retains all legal rights and remedies available to it under local, state and federal law. SECTION 9. Effective Date. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record -Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY U Exhibit A Site Location LAURELWOOD OD GRti�N�O UN1v R5� S17-0002 MOHICAN CHEROKEE O a ryO4 p W 7 ~ z CREEK �Ofi N CHOCTAW -1NGO Exhibit B Site Plan cot DENTON 8 24 cq ------------- ------------- r -z 4TON 0 ---- ----- --- L ......... . MOHICAN AVE.1WTr U) 2 —71 8'U uu? EE, 1z 0 12 1 It 'j CREEK AVE Seq,� Park C Exw— No. I atmfA,F�.45 Ip PR It fSOK Iko -A-qnP(,inI I kP , p - m , i - BATES 'M Exhibit 2 Aerial Map Exhibit 3 Zoning Map m 0 vw �0 0 D vv "' vvvv vvvvvvvi vvvvvivvvvvvi vvvvi o vvvvi ,,,,v I vvi i vvvi vvvvv� vvv v ©© vv t Ir tnf1� IUp���np��upppp��o ,,,, ,04 ,,,,,,,,,,,,,,,,,,,,,,,,,,,�� �, 9j ' mlhii�6 vviivvvvvvvvv vvvvvvi y ®, s ryry�p����iliiy0 Ig. (VUII tl DI/J69%iiiiii ('tiYpi iiiiit f villi vvvvv 0 rvv ir „ vv, s , ,,,,vvrvvi ,vv NIS � i N R-2 „v„vvv y „v o vv wvvv � r M a v, UIUIUIUIUIUIUIUIUIUIUIUIUIUIUIUIUIUII _ ` � '� o��.:�:� ........; ; 1` � � Q� � 0 125 250 500eet SITE CM -G NR -6 w Parcels NR -2 NRMU Ulllm�d NR -3 UIY��� NRMU-12 of Roads �” DENTON N R-4 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legpal, engineering or survVeying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Exhibit 4 Future Land Use Map SITE Future Land Use Fog Neighborhood / University Compatibility Area , 0 310 620 1,240 Feet Parcels Low Residential Commercial Moderate Moderate Residential Government / Institutional S _ Roads Downtown Compatibility Area � Parks / Open Space of�Lj T D N Community Mixed Use LP " Ilaa slnma ;T"'ai vuc� 2GiS Date: 3/1/2011 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Exhibit 5 Site Plan ogs s� \N� I \S�aP x �groEo> "pm� SN °p$ e n °< —.—a e...... w —II ,,•I„�—i�,:�—i� o ii - I o o � I I I I I I IA�Wv I I I I I�o I ° LI '\ DENTON BIBLE 3 2.9 CM ll 1\ 1 I — DE{JTQN B MOHICAN AVE. A I z 61 0000 z x �' m A .Zwl x A ' mAm fin - NDD v e e e O w = z 1) �..—..—..—..— A mN 3 D co o t�ii A w P ]J xl A o �� ® �..—..—� 'I 11 IT61 x5Of m �A� w D No TT o m _ �� �ensenexrss �' //1 i N J Io - - -- CREEKAVE w � , w I 'I � ---- § Amo ND? J- o j AI =.moom A �I Sequoia Park Extension No., it'd• Cabinet A, Page 45 _ I PR ..\ w ��� / /.•/f J ) +� RO PO Mv�GO�.� / I� CA Is "�°� A Special Use Premit for 0)FNMJJN a /A71,.0?�aR Y f BATES Michael A. Bates Arc1,iled ARCHITECTS MaA,M. Martln MARTIN Archlea • Denton Calvary Academy �. s1, SEmp298 slr.,as orson,rx>a= s,o.3e7.48e1 sNonh\vest Comer of U.S. HWY. 380 & Nottingham Drive ©sate. Y —.. ArcMteeB, LLC. All Kl- --d. FAshare"ept\LGLIOur Documents) ces1991Z-99-054.doc Exhibit 6 _ V Ordinance 99-277 4, ORDINANCE NO. qq_a� q17 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT TO ALLOW THE OPERATION OF A PRIVATE SCHOOL ON 9.578 ACRES OF LAND LOCATED AT 1910 E. UNIVERSITY DRIVE ON THE SOUTH SIDE OF EAST UNIVERSITY DRIVE, BETWEEN NOTTINGHAM DRIVE AND SHAWNEE STREET, WITHIN A SINGLE-FAMILY 7 (SF -7) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; AND PROVIDING FOR AN EFFECTIVE DATE. (Z-99-054) WHEREAS, Dewayne Reeder, on behalf of Calvary Preparatory School, has applied for a specific use permit to allow the operation of a private school on 9.578 acres of land located on. the south side of East University Drive, between Nottingham Drive and Shawnee Street, within a Single- family 7 (SF -7) zoning district classification and use designation; and WHEREAS, the applicant has indicated that the proposed private school will use existing buildings and parking spaces on the subject property, will have a maximum enrollment of five hundred (500) students using existing buildings, will limit classroom hours between 8:00 A.M. and 5:00 P.M., Monday through Friday from August to the end of May, and will require no changes to existing utilities, access to roads, drainage, and other necessary supporting facilities; and WHEREAS, on July 28, 1999, the Planning and Zoning Commission considered this permit but as a result of a 3 — 3 tie vote made no recommendation on the approval of the Specific Use Permit for a private school; and WHEREAS, the City Council finds that the Specific Use Permit will be in compliance with the 1988 Denton Development Plan and the 1998 Denton Plan Policies and the 1999 Growth Management Strategies and Plan; and i J WHEREAS, in accordance with Article III, Division 4, of Chapter 35 of the Code of Ordinances of the City of Denton, Texas, the City Council finds that all of the following conditions exist: That a, private school limited to the use of the existing buildings as identified by the site plan attached hereto and incorporated herein as Exhibit `B" and limited to classroom hours between 8:00 A.M. and 5:00 P.M., Monday through Friday from August to the end of May will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; and That the establishment of the specific use for private school that requires no changes to existing utilities, access to roads, drainage, and other necessary supporting facilities will not impede the normal and orderly development and improvement of surrounding property; and ' FAsharedldep6LGLX0ur Documents\0 ' ances1991Z-99-054.doc That adequate utilities, access roads, drainage, and other necessary supporting facilities are provided; and That the existing design, location, and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; and That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise, and vibration; and That directional lighting will be provided so as not to disturb or adversely affect neighboring properties; and That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That a specific use permit to allow the operation of a private school on a 9.578 acres of land described in the legal description attached hereto and incorporated herein as Exhibit "A" and located on the south side of E. University Drive, between Nottingham Drive and Shawnee Street, within a Single-family 7 (SF -7) zoning district classification and use designation, pursuant to the site plan attached hereto and incorporated herein as Exhibit "B," are hereby approved subject to the following conditions: That such use will be limited to the existing buildings as identified_ by the site plan attached hereto and incorporated herein as Exhibit "B"; and That student enrollment is limited to five hundred (500) students with no more than two hundred and fifty (250) students attending classes on any given day; and That classroom hours are limited to between 8:00 A.M. and 5:00 P.M., Monday through Friday from August to the end of May; and That any change in lighting on the property shall be designed and maintained so as not to shine on or otherwise disturb, surrounding residential property or to shine and project upward to prevent the diffusion into the night sky. SECTION 2. That the City's official zoning map is amended to show the change in zoning district classification. Page 2 ` - F:ISHAR.EDIDEMLGL10ur Documenfinlances1991Z-99-054.doe . SECTION 3. That any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 4. That this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record -Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. n PASSED AND APPROVED this the — day of JAC LER, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY ar%zur�� Page- 3 EXHIBIT "A" (Z-99-054) BEING A TOTAL OF 9.578 ACRES LOT 1 R, BLOCK A OF THE DENTON BIBLE CHURCH ADITION, AN ADDITION TO THE CITY AND COUNTY OF DENTON, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET H, PAGE 332, OF THE PLAT RECORDS OF DENTON COUNTY, TEXAS. UNIVERSITY DRIVE EXHIBIT 5 (Z-99-054) �7 F .z IN Atr Cu� I Exhibit 7 Parking Agreement JOINT USE PARKING AGREEMENT This Joint Use Parking Agreement ("Agreement") is entered into effective as of March 11, 2107 ("Effective Date") between the Denton Bible Church ("the Church"), a Texas Nonprofit Corporation located at 2300 E University Drive, Denton, Texas 76209, and Denton Calvary Academy ("Academy), a Texas non-profit corporation located at 1910 East University Drive, Denton, Denton County, Texas 76209, the Church and Academy being sometimes collectively referred to herein as the "Parties". RECITALS WHEREAS, the Church owns property in the City of Denton, Texas described as 2200 E University Drive, Denton, Texas 76209 which is composed of four lots: Lot 1R, 2R, 3R, and 4R, (the "Property") and depicted on the attached Exhibit A incorporated herein. WHEREAS, Academy is the Lessee of the improvements on Lot 1R and is in the process of purchasing the lots on the Property; and WHEREAS, pending such sale, the Parties desire to enter into a Joint Use Parking Agreement with each other for the use of the parking spaces on the Property, which are depicted in the attached Exhibit B incorporated herein ("Parking Facilities"); and WHEREAS, Academy and the Church presently desire to set forth the details of such use in this Joint Use Parking Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Academy and the Church hereby agree as follows: 1. Authorization. Each party authorizes the other, as well as the Parties' employees, patrons, customers, vendors, and other invitees, subject to the terms and conditions set forth herein, to use, on a non- exclusive basis and on the same terms and conditions as same are available to the general public from time to time the Parking Facilities on the Property and depicted in Exhibit B hereto. 2. Term. The Right to Use will remain in effect for at least as long as the Church retains ownership of the Parking Facilities and the Parking Facilities are used for parking purposes. This Agreement is entered into for the purposes of a Specific Use Permit with the City of Denton Project 4517-0002. However, the Parties may elect to continue the sharing of the Parking Facilities under this agreement with an appropriate addendum. 3. Revenue. Any revenue generated from the Parking Facilities shall belong to the Church, as the owner and operator of the Parking Facilities, and Academy shall have no right, title and/or interest in and to any portion of such revenue until such time as Academy becomes title owner of the Property or any portions thereof. 4. Surface Parking. It is understood and agreed by the Parties that this Agreement will affect the Church's intention to minimize surface parking on its property adjacent to the Premises. 5. Adequate Access. Further, the Church and Academy also acknowledge that adequate access to the Property is critical to achieving each party's mission in the use of the Property. Adequate access Page 1 of 3 includes (a) surface streets that allow easy approach and departure to and from the Property, (b) an amount of limited parking on the Property near the entrance(s) to the Improvements for handicapped and other special patrons, and (c) sufficient parking within convenient walking distance of the Property to accommodate simultaneous events. 6. Insurance and Indemnity. Academy agrees that the blanket contractual liability coverage included under its Commercial General Liability Insurance will provide liability coverage for its liability assumed under this Agreement, any liability incurred pursuant to its enjoyment of its Right to Use the Parking Facilities, and for any claims, losses, or damages sustained or caused by Academy's invitees in the Parking Facilities or while on the Church's surrounding property. IN ADDITION, ACADEMY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CHURCH FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES OR DAMAGES WHATSOEVER BASED UPON OR ARISING OUT OF PERSONAL INJURY, DEATH OR PROPERTY DAMAGE SUSTAINED OR CAUSED BY TENANT AND ITS EMPLOYEES AND INVITEES WHILE USING THE PARKING FACILITIES. THIS INDEMNITY IS INTENDED TO INDEMNIFY THE CHURCH AGAINST SUCH INJURY, DEATH, OR DAMAGE EVEN IF CAUSED BY A PREMISES DEFECT CAUSED BY OR ALLOWED TO EXIST BY OR THROUGH THE CHURCH'S OWN NEGLIGENCE. 7. Reservation of Rights. The Church reserves the right to use the Parking Facilities in -common with Academy, including access areas. 8. Consent Required for Termination and Third Party Use. No other third party entity, other than invitees of the Parties, may use the Parking Facilities for any other vehicular parking, including when no events are occurring, without the City's prior written consent. This Agreement shall not be terminated between the Parties without prior written consent of the City of Denton. 9. Parking Prohibited. No vehicles of Academy or its employees, invitees, patrons, or guests may be parked in an access area and the Church will be entitled to tow any vehicles parked in violation of this prohibition. 10. No Parking. No parking shall be allowed on any unpaved portion of the Premises. The Church reserves the right to remove any vehicles parked in violation of the terms of this Agreement without notice or opportunity to cure. 11. Entire Agreement. This Agreement contains the complete and entire agreement between the Parties respecting the matters addressed herein. This Agreement may not be modified, discharged, or changed in any respect whatsoever except by a further agreement in writing duly executed by authorized representatives of the Parties and approved by the City of Denton. Capitalized terms used in this Agreement and that are not defined herein will have the same meaning as the defined terms in the Lease. 12. Invalid Provision. Any clause, sentence, provision, paragraph, or article of this agreement held by a court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or nullify the remainder of this Agreement, but the effect thereof will be confined to the clause, sentence, provision, paragraph, or article so held to be invalid, illegal, or ineffective. 13. Force Majeure. If either party is delayed, hindered, or prevented from performance of any of its obligations by reason of a Force Majeure event, including but not limited to the occurrence of any event that prevents or delays the performance by a party of any obligation imposed upon it hereunder and the Page 2 of 3 prevention or cessation of which event is beyond the reasonable control of the obligor, then the time for performance of such obligation shall be reasonably extended for the period of such delay, provided the party claiming such an event shall give prompt written notice of such occurrence to the other party and shall diligently attempt to remove, resolve, or otherwise eliminate such event, keep the other party advised with respect thereto, and shall commence performance of its obligations hereunder immediately upon such removal, resolution, or elimination. 14. Severability. The provisions of this Agreement are severable and, in the event that any portion of this Agreement is found to be invalid or unconstitutional for any reason, the remainder of this Agreement will not be affected and this Agreement will be construed as if it had never contained such invalid or unconstitutional provision. The parties hereto have executed this Agreement on the day of , 2017 (the "Effective Date"). DENTON BIBLE CHURCH, Texas Nonprofit Corporation Its: Authorized Elder DENTON CALVARY ACADEMY, Texas Nonprofit Corporation Max Roberson Its: Board Co -Chair Page 3 of 3 Exhibit 8 Criteria for Approval of a SUP Criteria for Approval of a Specific Use Permit (DDC 35.6.4): a. That the use would be in conformance with all standards within the zoning district in which the use is proposed to be located, and in conformance with Denton Plan 2030, and federal, state, or local law. b. An SUP shall be issued only if all the following conditions have been met: i. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; ii. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; iii. That adequate utilities, access roads, drainage, and other necessary supporting facilities have been or will be provided; iv. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; v. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; vi. That directional lighting will be provided so as not to disturb or adversely affect neighborhood properties; and vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. c. That adequate capacity of infrastructure can and will be provided to and through the subject property. d. That the specific use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone. i. Similarity is scale, bulk, and coverage. ii. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. iii. Architectural compatibility with the impact area. iv. Air quality, including the generation of dust, odors, or other environmental pollutants. v. Generation of noise, light, and glare. vi. The development of adjacent properties as envisioned in Denton Plan 2030. vii. Other factors found to be relevant to satisfy the requirements of the DDC. Exhibit 9 Public Notification Map and Responses e r .. d° e e ° NpIIINIWP�I� X01 �Nllpp ° °200ft IOIO uIIWNNm .. Ilu a ft"eir, ._. ° ft lBuff r ccs k e n " .^. 00 Qacftw�, " vr�ork" � e ;r ""X SITE N R -E Q d 0 125 250 500 Feet 5 ParcelsDENTON �` Y <7F ` y Roads IL �� �� �7 Dearellaa zirneinit Services • GIS Date: 3/30/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Response Form S17-0002 Denton Calvary Academy High School In order for your opinion to be counted, please complete and mail this form to: Department of Development Services Attn: Hayley Zagurski, Project Manager 215 W Hickory Street Denton, TX 76201 You may also email or fax a copy to: Email: Hayley.Zagurski@cityofdenton.com Fax: (940)349-7707 --------------------------------------------- Project No: S17-0002 Please circle one: n avor of request Opposed to request Comments: COA4- P - r V ?-q LA e X V Signature i!, j s Printed Name OV p� e M, ) er— Mailing Address City, State Zip Phone Number Email Address O's 9-0,1wi kow•c 9 L41' e' , co„ Physical Address of Property within 200 feet 19 1 Lf M o, CMV, 04/1.7/201.7 MON 18:41 FAX 940 382 .1.479 GAGE AND ASSOCIATES Response Form S17-0002 Calvary Academy High School Department of Development Services Attn: Hayley Zagurski, Project Manager 215 W Hickory Street Denton, TX 76201 You may also email or fax a copy to: r. U eull Fax: (940)349-7707 UUM �j, - �� 0aig,circle one: In favor of request Opposed to request Signature Printed Name Mailing Address . . . . ...... -------- --- - - ...... . ......... — ------ — ---- - ----- City, State Zip Phone Number ........ ..... Email Address 6 mza� 0 - 1 0 1 - 0 1 S17-0002 Denton Calvary Academy High School I I 111091FRITIRER JJ1111 Jill Department of Development Services Attn: Hayley Zagurski, Project Manager 215 W Hickory Str-- 1- • eDentonTX 76201 You may also email or fax a copy to: Fax: (940)349-7707 Please circle one: In favor of request Opposed to request 93= Printed Name7- ........... . . . ........................................................... . ..... . .... - ------- - - Mailing Address -B 4crll ................... . ................... . ...... 7 ........... -1111 ...................... . A ............................................... ---- --------- -------------- - - -------- - - - - -------------------- City, State, Zip I / -t, 7 4 Z- 0 4& . ..........._..__.m .. . . ............... ... ......... .. ..... — ------------ .liJ Phone Number .11,111,111,111,1111,'ll""I'll""I'll",—.� �fl. A 2�� ......................... . Ill . . ..... . . . .................................................